As filed with the Securities and Exchange Commission on June 30, 1999
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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RECOVERY ENGINEERING, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1557115
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
9300 NORTH 75TH AVENUE, MINNEAPOLIS, MINNESOTA 55428
(Address of principal executive offices, including zip code)
RECOVERY ENGINEERING, INC. 1993 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Copy to:
Charles F. Karpinske Eric O. Madson, Esq.
Chief Financial Officer Robins, Kaplan, Miller & Ciresi L.L.P.
Recovery Engineering, Inc. 2800 LaSalle Plaza, 800 LaSalle Avenue
9300 North 75th Avenue Minneapolis, Minnesota 55402
Minneapolis, Minnesota 55428 (612) 349-8500
(612) 315-5500
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT MAXIMUM MAXIMUM
TO BE TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED(1) REGISTERED PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, 30,000 shares $16.09 $482,815.50 $135.00
$.01 par value
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(1) Includes Common Stock Purchase Rights which currently are not separable
from the common stock and are not exercisable.
(2) Pursuant to Rule 457(h), the per share price is estimated, solely for
the purpose of determining the registration fee, based upon the average
of the high and low prices for such common stock on June 25, 1999, as
reported on The Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Recovery Engineering, Inc.
(the "Company") (File No. 0-21232) with the Securities and Exchange Commission
(the "Commission") pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") and are incorporated by reference herein:
a. The Company's Annual Report on Form 10-K for the fiscal year ended
January 3, 1999;
b. The Company's Quarterly Report on Form 10-Q for the quarter ended April
4, 1999;
c. The description of the Company's capital stock contained in the
Company's Registration Statement on Form 8-A (File No. 0-21232), as
amended on June 29, 1999, filed with the Commission; and
d. The description of the Company's Common Stock Purchase Rights contained
in the Company's Registration Statement on Form 8-A (File No. 0-21232),
as amended on June 29, 1999, filed with the Commission.
All documents filed with the Commission by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all such securities then remaining to be sold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof, except
as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
The common stock, par value $.01 per share (the "Common Stock"), of the
Company offered pursuant to this Registration Statement and the related Common
Stock Purchase Rights are registered under Section 12(g) of the Exchange Act.
The description of the Company's capital stock and Common Stock Purchase Rights
are incorporated by reference pursuant to Item 3 above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The financial statements and financial statement schedule of Recovery
Engineering, Inc. incorporated by reference in Recovery Engineering, Inc.'s
Annual Report (Form 10-K) for the year ended January 3, 1999, have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference therein and incorporated by reference herein. Such
financial statements and schedule are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of the Company's Bylaws provides that the Company shall
indemnify the directors and officers to the extent permitted by Minnesota
Statutes, Section 302A.521, as now enacted or hereafter amended.
In addition, as allowed by Minnesota Statutes, Section 302A.251,
Article 8 of the Company's Articles of Incorporation provides that a director of
the Company shall not be personally liable to the Company or its stockholders
for monetary damages for certain types of breaches of fiduciary duty as a
director.
Further, the Company has purchased director and officer liability
insurance that insures directors and officers against certain liabilities in
connection with the performance of their duties as directors and officers,
including liabilities under the Securities Act of 1933, as amended, and provides
for payment to the Company of costs incurred by it in indemnifying its directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this Registration
Statement on Form S-8:
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5.1 Opinion of Robins, Kaplan, Miller & Ciresi L.L.P. (filed
electronically herewith)
23.1 Consent of Ernst & Young LLP (filed electronically herewith)
23.2 Consent of Robins, Kaplan, Miller & Ciresi L.L.P. (included in
Exhibit 5.1)
24.1 Powers of Attorney (filed electronically herewith)
99.1 Recovery Engineering, Inc. 1993 Director Stock Option Plan, as
amended (filed electronically herewith)
ITEM 9. UNDERTAKINGS.
(a) RULE 415 OFFERING.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which,
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individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(h) STATEMENT REQUIRED BY ITEM 512(h) IN CONNECTION WITH FILING OF
REGISTRATION STATEMENT ON FORM S-8.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication
of such issue.
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SIGNATURES
THE REGISTRANT: Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minneapolis, State of Minnesota on June 30,
1999.
RECOVERY ENGINEERING, INC.
By /s/ BRIAN F. SULLIVAN
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Brian F. Sullivan
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ BRIAN F. SULLIVAN President, Chief Executive Officer June 30, 1999
- --------------------------- and Director (Principal Executive
Brian F. Sullivan Officer)
/s/ CHARLES F. KARPINSKE Chief Financial Officer (Principal June 30, 1999
- --------------------------- Financial Officer and Principal
Charles F. Karpinske Accounting Officer)
* Director June 30, 1999
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Robert R. Gheewalla
* Director June 30, 1999
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John E. Gherty
* Director June 30, 1999
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Sanjay H. Patel
* Director June 30, 1999
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William D. Thompson
* Director June 30, 1999
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William F. Wanner, Jr.
* Director June 30, 1999
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Richard J. Zeckhauser
* By /s/ CHARLES F. KARPINSKE
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Charles F. Karpinske, Attorney-in-Fact
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
5.1 Opinion of Robins, Kaplan, Miller & Filed electronically herewith
Ciresi L.L.P.
23.1 Consent of Ernst & Young LLP Filed electronically herewith
23.2 Consent of Robins, Kaplan, Miller & Included in Exhibit 5.1
Ciresi L.L.P.
24.1 Powers of Attorney Filed electronically herewith
99.1 Recovery Engineering, Inc. 1993 Filed electronically herewith
Director Stock Option Plan, as
amended