As Filed with the Securities and Exchange Commission on June 24, 1997
REGISTRATION NO. 33-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
VAUGHN COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-0626191
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(State or jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5050 West 78th Street
Minneapolis, Minnesota 55435
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(Address of Principal Executive Offices) (Zip Code)
1995 STOCK OPTION PLAN
(Full Title of Plan)
E. David Willette, Chief Executive Officer
Vaughn Communications, Inc.
5050 West 78th Street
Minneapolis, Minnesota 55435
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(Name and Address of Agent for Service)
(612) 832-3200
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Telephone Number, Including Area Code, of Agent for Service
COPIES TO:
Jean M. Davis, Esq.
Jacobson Harwood & Erickson, P.A.
3800 Multifoods Tower
33 South Sixth Street
Minneapolis, Minnesota 55402
(612) 340-0234
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount to be Proposed Proposed Amount of
Registered Registered Maximum Offering Maximum Registration Fee
Price Per Unit Aggregate
Offering Price
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Common Stock, $0.10 200,000 shares $6.5625(1) $1,312,500(1) $262.50
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TOTAL 200,000 shares $1,312,500 $262.50
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(1) Pursuant to Rule 457(c), based on the average high and low prices as
reported by the Nasdaq National Market on June 18, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein and made a part hereof by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the three-month
period ended April 30, 1997;
(c) The description of the Registrant's Common Stock that is contained in
its Registration Statement on Form S-1 filed on February 17, 1987 (Registration
Statement No. 33-10918), including any amendment or report filed with the
Commission pursuant to the Securities Act of 1933 (the "1933 Act") or the
Securities Exchange Act of 1934 (the "1934 Act") for the purpose of updating
such description;
(d) The Registrant's definitive proxy statement dated May 20, 1997 filed
pursuant to Section 14 of the 1934 Act in connection with the annual meeting of
stockholders held June 17, 1997, excluding the Compensation Committee Report on
Executive Compensation and the Performance Graph included therein; and
(e) All reports and other documents subsequently filed by the Registrant
after the date of this Registration Statement pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act prior to the filing with the Commission of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such reports and documents
with the Commission.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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As permitted by the Minnesota Statutes, Section 302A.251, the Registrant's
Restated Articles of Incorporation, as amended, eliminate the liability of the
Registrant's directors for monetary damages arising from any breach of fiduciary
duty as a member of the Registrant's Board of Directors (except as expressly
prohibited by Minnesota Statutes, Section 302A.251, Subd. 4). Article 9 of the
Registrant's Restated Articles of Incorporation, as amended, provides as
follows:
"LIMITATION OF DIRECTOR LIABILITY
9.1) a director of this corporation shall not be personally liable
to this corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director, except for (i) liability based on a
breach of the duty of loyalty to the corporation or the shareholders;
(ii) liability for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (iii) liability
based on the payment of an improper dividend or an improper repurchase
of the corporation's stock under Section 302A.559 of the Minnesota
Statutes or violations of federal or state securities law; (iv)
liability for any transaction from which the director derived an
improper personal benefit; or (v) liability for any act or omission
occurring prior to the date this Article 9 becomes effective. If the
Minnesota Statutes are hereby amended to authorize the further
elimination or limitation of the liability of directors, then the
liability of a director of this corporation in addition to the
limitation on personal liability provided herein shall be limited to the
fullest extent permitted by the Minnesota Statutes, as amended. Any
repeal or modification of this Article 9 by the shareholders of this
corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director of this corporation
existing at the time of such repeal or modification."
Article VII of the Registrant's Bylaws provides that the Registrant "shall
exercise as fully as may be permitted from time to time by the statutes and
decisional law of the State of Minnesota or by any other applicable rules or
principles of law its power to indemnify each officer of the corporation against
the expense of any action to which he is a party or is threatened to be made a
party by reason of the fact that he is or was an officer of the corporation."
The term officer is defined in the Bylaws to include directors, officers,
employees and agents acting on behalf of the corporation.
Minnesota Statutes, Section 302A.521 requires the Registrant to 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 respect to the
Registrant, against judgments, penalties, fines, settlements and reasonable
expenses, if such person (1) has not been indemnified by another organization or
employee benefit plan with respect to the same acts or omissions; (2) acted in
good faith; (3) received no improper personal benefit, and statutory procedure
has been followed
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in the case of any conflict of interest by a director; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) in the case of acts or omissions occurring in the person's
performance in the official capacity of director or, for a person not a
director, in the official capacity of officer, committee member, employee or
agent, reasonably believed that the conduct was in the best interests of the
Registrant. In addition, Section 302A.521, Subd. 3, requires payment by the
Registrant, upon written request, of reasonable expenses in advance of final
disposition of the proceeding in certain instances. A decision as to required
indemnification is made by a disinterested majority of the Board of Directors
present at a meeting at which a disinterested quorum is present, or by a
designated committee of the Board, by special legal counsel, by the
shareholders, or by a court.
In addition, the Registrant has acquired insurance policies which insure
officers and directors of the Registrant against liability, subject to certain
exclusions, from actions brought by third parties including shareholders of the
Registrant.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable. None of the shares of Common Stock included in this
Registration Statement have been issued.
Item 8. EXHIBITS.
4.1 1995 Stock Option Plan, as amended June 20, 1995 and April 28, 1997.
4.2 Form of Nonstatutory Stock Option Agreement between the Registrant and
an Optionee.
4.3 Form of Incentive Stock Option Agreement between the Registrant and an
Optionee.
4.4 Form of Common Stock Certificate of Vaughn Communications, Inc.
5.1 Opinion of Jacobson Harwood & Erickson, P.A.
23.1 Consent of Independent Auditors.
23.2 Consent of Jacobson Harwood & Erickson, P.A. is contained in Exhibit
5.1 to this Registration Statement.
24.1 Power of Attorney is contained on the signature pages to this
Registration Statement.
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:
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a. To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
b. 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,
represent a fundamental change in the information set forth in the Registration
Statement;
c. 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)(a) and (a)(1)(b) do not apply if
the Registration Statement is on Form S-3, 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(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.
(h) 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
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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 the final adjudication of such issue.
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SIGNATURES
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 17, 1997.
VAUGHN COMMUNICATIONS, INC.
By:/s/ E. David Willette
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E. David Willette
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints E. David Willette and M. Charles
Reinhart, or either of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including 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
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, 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 below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s E. David Willette Chairman of the Board, 6/17/97
- --------------------- Chief Executive Officer,
E. David Willette and a Director (principal
executive officer)
/s/ M. Charles Reinhart Chief Financial Officer 6/17/97
- ----------------------- and Secretary (principal
M. Charles Reinhart financial and accounting
officer)
/s/ Roger F. Heegaard Director 6/17/97
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Roger F. Heegaard
/s/ Harold G. Wahlquist Director 6/17/97
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Harold G. Wahlquist
/s/ William D. Smith Director 6/17/97
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William D. Smith
/s/ Laurence F. LeJeune Director 6/17/97
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Laurence F. LeJeune
/s/ Michael R. Sill Director 6/17/97
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Michael R. Sill
/s/ Rodney P. Burwell Director 6/17/97
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Rodney P. Burwell
/s/ Jeffrey Johnson Director 6/17/97
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Jeffrey Johnson
/s/ Robert Harmon Director 6/17/97
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Robert Harmon
/s/ Donald J. Drapeau Director 6/17/97
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Donald J. Drapeau
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VAUGHN COMMUNICATIONS, INC.
INDEX TO EXHIBITS
FILED WITH FORM S-8 REGISTRATION STATEMENT
Exhibit
Number Page
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4.1 1995 Stock Option Plan, as amended June 20, 1995 and April 28, 1997
4.2 Form of Nonstatutory Stock Option Agreement between the
Registrant and an Optionee.
4.3 Form of Incentive Stock Option Agreement between the
Registrant and an Optionee.
4.4 Form of Common Stock Certificate of Vaughn Communications, Inc.
5.1 Opinion of Jacobson Harwood & Erickson, P.A.
23.1 Consent of Independent Auditors.
23.2 Consent of Jacobson Harwood & Erickson, P.A. is
contained in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney is contained on the signature pages.