As filed with the Securities and Exchange Commission on September 27, 1995
Registration No. 33-_____________
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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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NORSTAN, INC.
(Exact name of issuer as specified in its charter)
MINNESOTA 41-0835746
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
605 NORTH HIGHWAY 169, PLYMOUTH, MINNESOTA 55441
(Address of principal executive offices, including Zip Code)
NORSTAN, INC. RESTATED NON-EMPLOYEE DIRECTORS' STOCK PLAN
(Full title of the plan)
RICHARD COHEN Copy to:
VICE CHAIRMAN OF THE BOARD
AND CHIEF FINANCIAL OFFICER WINSTON E. MUNSON
NORSTAN, INC. MACKALL, CROUNSE & MOORE
605 NORTH HIGHWAY 169 1400 AT&T TOWER
PLYMOUTH, MINNESOTA 55441 MINNEAPOLIS, MINNESOTA 55402
(Name and address of agent for service)
(612) 513-4500
(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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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee
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COMMON STOCK, 146,000 $25.00 $3,650,000 $1,258.62
$.10 PAR VALUE (2) SHARES
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<FN>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c), based upon the average of the high and low prices
for such Common Stock on September 25, 1995, as reported on NASDAQ.
(2) Includes associated Common Stock Rights referred to herein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Documents containing the information specified in this Part I will be sent
or given to directors as specified by Rule 428(b)(1). Such documents need not
be filed with the Securities and Exchange Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. Such documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933.
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND PLAN ANNUAL INFORMATION.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
a. Annual Report on Form 10-K of Norstan, Inc. ("Company") for the fiscal
year ended April 30, 1995, filed with the Securities and Exchange Commission
pursuant to Sections 13 or 15(d) of the Exchange Act.
b. All other reports filed by the Company with the Securities and
Exchange Commission since April 30, 1995, pursuant to Sections 13 or 15(d) of
the Exchange Act.
c. Description of the Company Common Stock, contained in the Company's
Registration Statement on Form S-8 (Registration No. 33-30323), filed with the
Securities and Exchange Commission, and the Company's Shareholder Rights Plan,
contained in the Company's Registration Statement on Form 8-A (File No. 0-8141),
filed May 25, 1988, with the Securities and Exchange Commission.
d. All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 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.
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ITEM 4. DESCRIPTION OF SECURITIES.
The common stock, par value $.10 per share, (the "Common Stock") of
the Company offered pursuant to this registration statement is registered under
Section 12(g) of the Securities Exchange Act of 1934. The description of the
Company Common Stock is incorporated by reference pursuant to Item 3.c. above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Legal matters in connection with the Common Stock offered pursuant to
the Plan have been passed upon for the Company by Messrs. Mackall, Crounse &
Moore, PLC, Minneapolis, Minnesota. Winston E. Munson, of counsel to Mackall,
Crounse & Moore, PLC, is a director, shareholder, optionee under the Restated
Non-Employee Directors' Stock Plan and Secretary of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 302A.251 of the Minnesota Statutes, Article
XII of the Articles of Incorporation of the Company 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.
Section 302A.521 of the Minnesota Statutes provides that a Minnesota
business corporation shall indemnify directors, officers, employees and agents
in certain circumstances and under certain conditions. In addition, the
Articles of Incorporation and the Bylaws of the Company specifically address
indemnification in accordance with the Minnesota Business Corporation Act. The
Company also maintains an insurance policy that will indemnify directors and
officers against certain liabilities.
Article VI of the Bylaws of the Company provides as follows:
a. The Company shall indemnify a person made or threatened to be made a
party to a proceeding by reason of the former or present official capacity of
the person with the Company in accordance with, and to the fullest extent
permitted by, the provisions of Chapter 302A, Minnesota Statutes.
b. The Company may purchase and maintain insurance at its expense to
protect itself or on behalf of a person in that person's official capacity with
the Company or a subsidiary, against any liability asserted against and incurred
by the person in or arising from that capacity, whether or not the Company would
be required by law to indemnify the person against the liability.
Information with respect to the Company's Articles of Incorporation
and the Minnesota Business Corporation Act relating to indemnification of
directors and officers is set forth in the Company's Registration Statement on
Form S-8 (Registration No. 33-30323), filed with the
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Securities and Exchange Commission on August 2, 1989, under Item 19 -
"Indemnification of Directors and Officers," at page II-1 thereof, and is
incorporated herein by reference.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION PAGE
4.1 Rights Agreement, dated as of May 17, 1988, between Norstan,
Inc. and Norwest Bank Minnesota, N.A. [incorporated by
reference to Exhibit 1 to the Company's Registration Statement
on Form 8-A, File No. 0-8141, (filed May 25, 1988)]
5.1 Opinion of Mackall, Crounse & Moore, PLC, as to the legality
of Common Stock of the Company . . . . . . . . . . . . . . . . . . . 9
23.1 Consent of Arthur Andersen LLP . . . . . . . . . . . . . . . . . . .11
23.2 Consent of Mackall, Crounse & Moore, PLC [included in its
opinion filed as Exhibit 5.1].
25.1 Powers of Attorney [included as part of signature page].
28.1 Norstan, Inc. Restated Non-Employee Directors' Stock Plan . . . . .12
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 registration statement is on Form S-3 or Form S-8, and
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 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.
(h) STATEMENT REQUIRED 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 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
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question whether such indemnification by it is against public policy as
expressed in the Act 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 Plymouth, State of Minnesota on September 27, 1995.
NORSTAN, INC.
By /s/ Paul Baszucki
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Paul Baszucki
Director, Co-Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul Baszucki, Richard Cohen and Winston
E. Munson, or such officer of Norstan, Inc. as any of them may designate, or any
one of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments or
post-effective amendments to this 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, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any one of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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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
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/s/ Paul Baszucki Co-Chairman of the Board, Chief September 27, 1995
- ------------------------ Executive Officer and Director
Paul Baszucki
/s/ Sidney R. Cohen Co-Chairman of the Board and September 27, 1995
- ------------------------- Director
Sidney R. Cohen
/s/ Richard Cohen Vice Chairman of the Board, September 27, 1995
- ------------------------- Chief Financial Officer and
Richard Cohen Director (Principal Financial
and Accounting Officer)
/s/ Max Mayer President, Chief Operating September 27, 1995
- ------------------------- Officer and Director
Max Mayer
/s/ Winston E. Munson Secretary and Director September 27, 1995
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Winston E. Munson
/s/ Arnold Lehrman Director September 27, 1995
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Arnold Lehrman
/s/ Connie M. Levi Director September 27, 1995
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Connie M. Levi
/s/ Gerald D. Pint Director September 27, 1995
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Gerald D. Pint
/s/ Stanley H. Schweitzer Director September 27, 1995
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Stanley H. Schweitzer
Director September __, 1995
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Jagdish N. Sheth
/s/ Herbert F. Trader Director September 27, 1995
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Herbert F. Trader
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