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As filed with the Securities and Exchange Commission on June 29, 2001.
Registration No. 333-______
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UNITED STATES
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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SHELDAHL, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA 41-0758073
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1150 SHELDAHL ROAD
NORTHFIELD, MINNESOTA 55057
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(Address of Principal Executive Offices and zip code)
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SHELDAHL, INC. 1994 STOCK PLAN
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(Full title of the Plan)
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Copy to:
Donald R. Friedman Charles P. Moorse
Chief Executive Officer Lindquist & Vennum P.L.L.P.
1150 Sheldahl Road 4200 IDS Center
Northfield, Minnesota 55057 Minneapolis, MN 55402
(507) 663-8000 (612) 371-3211
(Name, address and telephone
number, including area code,
of agent for service)
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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, 2,306,588 shares(2) $1.775 $4,094,193 $1,023.55
$.25 par value
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(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the average of the high and
low prices of the Company's Common Stock on the Nasdaq National Market on
June 26, 2001.
(2) Plus such additional number of shares as may be required pursuant to the
1994 Stock Plan (the "Plan"), in the event of a stock dividend, split,
recapitalization or similar event. This Registration Statement on Form S-8
is being filed to register an additional 2,306,588 shares of Sheldahl
Common Stock. Previously, 600,000 shares were registered on Form S-8 (File
No. 33-58549) on April 12, 1995, 400,000 shares were registered on
September 24, 1997 (File No. 333-36267), 200,000 shares were registered on
March 2, 1998 (File No. 333-47183), 98,410 shares were registered on August
1, 2000 (File No. 333-42724), and 2,193,412 shares were registered on Form
S-8 (File No. 33-54268) on January 25, 2001.
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INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
BY REFERENCE
A Registration Statement on Form S-8 (File No. 33-58549) was filed with
the Securities and Exchange Commission ("SEC") on April 12, 1995 covering the
registration of 600,000 shares initially authorized for issuance under the
Company's 1994 Stock Plan (the "Plan"). A Registration Statement on Form S-8
(File No. 333-36267) was filed with the SEC on September 24, 1997 covering the
registration of an additional 400,000 shares. A Registration Statement on Form
S-8 (File No. 333-47183) was filed with the SEC on March 2, 1998 covering the
registration of an additional 200,000 shares. A Registration Statement on Form
S-8 (File No. 333-42724) was filed with the SEC on August 1, 2000 covering the
registration of an additional 98,410 shares. A Registration Statement on Form
S-8 (File No. 333-54268) was filed with the SEC on January 25, 2001 covering the
registration of an additional 2,193,412 shares. Pursuant to General Instruction
E of Form S-8 and Rule 429, this Registration Statement is being filed to
register an additional 2,306,588 shares to increase the number of shares
outstanding was authorized by the Company's Board of Directors on February 28,
2001 and such amendment was approved by the Company's shareholders on June 26,
2001. Previously, the Plan contained an "evergreen" provision whereby the number
of shares of common stock available for grant or award under the Plan was
"reset" each time all the previous shares were no longer available. On June 26,
2001, an amendment, including but not limited to, the cancellation of the
"evergreen" provision was approved. This Registration Statement should also be
considered a post-effective amendment to the prior Registration Statements. The
contents of the prior Registration Statements are incorporated herein by
reference.
PART I
Pursuant to Part I of Form S-8, the information required by Items 1 and
2 of Form S-8 is not filed as a part of this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:
(a) The Annual Report of the Company on Form 10-K, as amended, for
the transition period January 30, 2000 to December 29, 2000.
(b) The Definitive Proxy Statement dated May 10, 2001 and a
Supplement to the Definitive Proxy Statement filed on June 11,
2001 for the 2001 Annual Meeting of Shareholders held June 26,
2001.
(c) The Quarterly Report of the Company on Form 10-Q for the
quarter ended March 30, 2001.
(d) The description of the Company's Common Stock as set forth in
the Company's Form S-3 Registration Statement filed October
12, 1995 (Registration No. 33-63373), including the
supplemental description on Form 8-A filed with the Commission
on June 21, 1996 and any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company 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 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.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Charles P. Moorse, Secretary of the Company, is a partner in Lindquist
& Vennum P.L.L.P., which is the law firm passing on the validity of the
securities issued under the Plan.
Item 6. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation 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 against judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person:
(1) Has not been indemnified by another organization or employee
benefit plan for the same judgments, penalties, fines,
including, without limitation, excise taxes assessed against
the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys'
fees and disbursements, incurred by the person in connection
with the proceeding with respect to the same acts or
omissions;
(2) Acted in good faith;
(3) Received no improper personal benefit and section 302A.255
(Director Conflicts of Interest), if applicable, has been
satisfied;
(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 official
capacity described in subdivision 1, paragraph (c), clause (1)
or (2), reasonably believed that the conduct was in the best
interests of the corporation, or in the case of acts or
omissions occurring in the official capacity described in
subdivision 1, paragraph (c), clause (3), reasonably believed
that the conduct was not opposed to the best interests of the
corporation. If the person's acts or omissions complained of
in the proceeding relate to conduct as a director, officer,
trustee, employee, or agent of an employee benefit plan, the
conduct is not considered to be opposed to the best interests
of the corporation if the person reasonably believed that the
conduct was in the best interests of the participants or
beneficiaries of the employee benefit plan.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit
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4.1 Sheldahl, Inc. 1994 Stock Plan, as amended.
5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P.
23.1 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, independent public accountants
23.3 Consent of Ernst & Young LLP, independent auditors
24.1 Power of Attorney (set forth on the signature page hereof)
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:
(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 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) 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 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.
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(h) 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 connected 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 Northfield, State of Minnesota, on June 29, 2001.
SHELDAHL, INC.
By /s/ Donald R. Friedman
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Donald R. Friedman, Chief Executive Officer
By /s/ Peter Duff
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Peter Duff, Vice President-Finance
POWER OF ATTORNEY
The undersigned officers and directors of Sheldahl, Inc. hereby
constitute and appoint John D. Lutsi and Donald R. Friedman, or either of them,
with power to act one without the other, our true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for us and in our
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement and all documents
relating thereto, 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 necessary or advisable to be done in
and about the premises, 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 substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
June 29, 2001 in the capacities indicated.
Signatures
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/s/ John D. Lutsi /s/ Stuart A. Auerbach
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John D. Lutsi, Chairman of Stuart A. Auerbach, Director
the Board
/s/ Donald R. Friedman /s/ William B. Miller
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Donald R. Friedman William B. Miller, Director
Chief Executive Officer (Principal
Executive Officer) and Director
/s/ Peter Duff /s/ Raymond C. Wieser
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Peter Duff, Vice President-Finance Raymond C. Wieser, Director
(Principal Financial and Accounting Officer)
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