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)
1996 Stock Option Plan, as amended
(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
Barbara Muller
Fredrikson & Byron, P.A.
200 South 6th Street, Suite 4000
Minneapolis, Minnesota 55402-1425
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
- --------------------------------------------------------------------------------------------------------------------
Options to Purchase
Common Stock under the
1996 Plan Indefinite $0.00 $ 0.00 $ 0.00
Common Stock issuable
upon exercise of 2,850,000 shares $0.25 $712,500 $76.24
options granted under 650,000 shares $0.24(2) $156,000(2) $16.69
the 1996 Plan
TOTAL: 3,500,000 shares $92.93
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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 plan
described herein and any additional securities which may become
issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee and based upon the average bid and asked prices of
the Registrant's Common Stock on December 15, 2005.
The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1996 Stock Option Plan, as amended.
The contents of the Registrant's Registration Statements on Form S-8, Reg. Nos.
333-43718 and 333-121594, are incorporated herein by reference.
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 the 20th
day of December, 2005.
CORVU CORPORATION
(the "Registrant")
By /s/ Joseph J. Caffarelli
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Joseph J. Caffarelli
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 Joseph J. Caffarelli 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 1996 Stock
Option Plan, as amended, 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 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.
/s/ Joseph J. Caffarelli President, Chief Executive December 20, 2005
- -------------------------- Officer and Director
Joseph J. Caffarelli (principal executive officer)
/s/ David C. Carlson Chief Financial Officer December 20, 2005
- -------------------------- (principal financial and
David C. Carlson accounting officer)
/s/ James L. Mandel Chairman of the Board and December 20, 2005
- -------------------------- Director
James L. Mandel
/s/ Robert L. Doretti Director December 20, 2005
- --------------------------
Robert L. Doretti
/s/ Daniel R. Fishback Director December 20, 2005
- --------------------------
Daniel R. Fishback
/s/ Ismail Kurdi Director December 20, 2005
- --------------------------
Ismail Kurdi
/s/ Justin M. MacIntosh Director December 20, 2005
- --------------------------
Justin M. MacIntosh
/s/ Robert L. Priddy Director December 20, 2005
- --------------------------
Robert L. Priddy
-3-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CORVU CORPORATION
Form S-8 Registration Statement
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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5 Opinion and Consent of counsel regarding securities under the Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent registered public accounting firm
24 Power of attorney (See Signature Page)