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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
CorVu Corporation
(Exact Name of Registrant as Specified in its Charter)
MINNESOTA 41-1457090
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(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
3400 West 66th Street
Edina, Minnesota 55435
(Address of Principal Executive Office and Zip Code)
2001 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
David C. Carlson
CorVu Corporation
3400 West 66th Street
Edina, Minnesota 55435
(952) 944-7777
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
COPIES TO:
John H. Stout
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
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CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE
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Options to Purchase Indefinite $0.00 $0.00 $ 0.00
Common Stock under the
2001 Plan
Common Stock issuable 500,000 shares $0.11 $55,000 $13.75
under 2001 Plan
TOTAL: $13.75
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein and any additional securities which may become
issuable pursuant to anti-dilution provisions of the plans.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee and based upon the average of the bid and asked
prices of the Registrant's Common Stock on September 25, 2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this
Registration Statement the documents listed in (a) through (c) below:
(a) The Registrant's latest annual report filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, or either (I) the latest prospectus
filed pursuant to Rule 424(b) under the Securities
Act of 1933 that contains audited financial
statements for the Registrant's latest fiscal year
for which such statements have been filed or (II) the
Registrant's effective registration statement on Form
10 or 10-SB filed under the Securities Exchange Act
of 1934 containing audited financial statements for
the Registrant's latest fiscal year;
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since
the end of the fiscal year covered by the Registrant
document referred to in (a) above;
(c) If the class of securities to be offered is
registered under Section 12 of the Securities
Exchange Act of 1934, the description of such class
of securities contained in a registration statement
filed under such Act, including any amendment or
report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Minnesota corporate law, a corporation shall, unless
prohibited or limited by its Articles of Incorporation or Bylaws, indemnify its
directors, officers, employees and agents against judgments, penalties, fines,
settlements, expenses and disbursements incurred by such
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person who was, or is threatened to be, made a party to a proceeding by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation if generally, with respect to the acts or omissions
of the person complained of in the proceeding, the person: (i) has not been
indemnified by another organization with respect to the same acts or
omissions; (ii) acted in good faith, (iii) received no improper personal
benefit; (iv) in the case of a criminal proceeding, had no reasonable cause
to believe the conduct was unlawful; and (v) reasonably believed the conduct
was in the best interests of the corporation or, in certain circumstances,
reasonably believed that the conduct was not opposed to the best interests of
the corporation. Minnesota corporate law also provides that a corporation may
purchase and maintain insurance on behalf of any indemnified party against
any liability asserted against such person, whether or not the corporation
would have been required to indemnify the person against liability under the
provisions of Minnesota corporate law. The Registrant's Articles of
Incorporation and Bylaws do not limit the Registrant's obligation to
indemnify such persons.
The Registrant's Articles of Incorporation limit the liability
of its directors to the full extent permitted by the Minnesota Business
Corporation Act. Specifically, directors of the Registrant will not be
personally liable for monetary damages for breach of fiduciary duty as directors
except liability for (i) any breach of the duty of loyalty to the Registrant or
its shareholders, (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) dividends or other
distributions of corporate assets that are in contravention of certain statutory
or contractual restrictions, (iv) violations of certain Minnesota securities
laws or (v) any transaction from which the director derives an improper personal
benefit.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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Item 8. EXHIBITS.
5 Opinion and Consent of Fredrikson & Byron, P.A.
relating to the legality of securities under the 1993
Plan and the 1996 Plan.
23.1 Consent of Fredrikson & Byron, P.A. -- included in
their opinion filed as Exhibit 5.
23.2 Consent of KPMG LLP.
24 Power of Attorney from certain directors.
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Item 9. UNDERTAKINGS.
(a) 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:
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(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, individually or in the aggregate,
represents a fundamental change in the
information set forth in the Registration
Statement;
(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 purposes 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) 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 Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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.
(c) 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
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been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act 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 Act and will be
governed by final adjudication of such issue.
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 and State of Minnesota, on the28th
day of September, 2001.
CORVU CORPORATION
(the "Registrant")
By /s/ Justin M. MacIntosh
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Justin M. MacIntosh
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
(Power of Attorney)
Each of the undersigned constitutes and appoints Justin M. MacIntosh
and David C. Carlson his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of CorVu Corporation relating to the Company's 2001
Employee Stock Purchase Plan and any or all amendments or post-effective
amendments to the Form S-8 Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each
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and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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Signature Title Date
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/s/ Justin M. MacIntosh Chairman, President and Chief September 28, 2001
------------------------- Executive Officer (principal
Justin M. MacIntosh executive officer)
/s/ David C. Carlson Chief Financial Officer and September 28, 2001
------------------------- Director (principal financial
David C. Carlson and accounting officer)
/s/ Ismail Kurdi Director September 28, 2001
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Ismail Kurdi
/s/ James L. Mandel Director September 28, 2001
-------------------------
James L. Mandel
/s/ Alan M. Missroon, Jr. Director September 28, 2001
-------------------------
Alan M. Missroon, Jr.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CORVU CORPORATION
Form S-8 Registration Statement
EXHIBIT INDEX
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Exhibit
Number Exhibit Description
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5 Opinion and Consent of counsel re securities under the Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent accountants
24 Power of attorney (See Signature Page)
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