SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
(Amendment No.1)
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)
CorVu Corporation Nonqualified Stock Option Agreement
Between the Company and Ismail Kurdi dated July 28, 2006
CorVu Corporation Nonqualified Stock Option Agreement
Between the Company and Robert L. Doretti dated July 28, 2006
CorVu Corporation Nonqualified Stock Option Agreement
Between the Company and Joseph J. Caffarelli dated July 28, 2006
(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
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
- --------------------------------------------------------------------------------------------------------------------
Common Stock issuable 30,000 shares $0.30 $9,000 $0.96
upon exercise of 15,000 shares $0.30 $4,500 $0.48
options granted under 52,500 shares $0.30 $15,750 $1.69
the Stock Option
Agreements
TOTAL: 97,500 shares $0.30 $29,250 $3.13
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(1) In addition, pursuant to Rule 416(c) 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.
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 consolidated 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.
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Section 302A.521, subd. 2, of the Minnesota Statutes requires the Company
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 Company, 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 with
respect to the same acts or omissions if such person (1) has not been
indemnified by another organization or employee benefit plan for the same
judgments, penalties or fines; (2) acted in good faith; (3) received no improper
personal benefit, and statutory procedure has been followed 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, board committee member or employee, reasonably believed that the
conduct was in the best interests of the Company, or, in the case of performance
by a director, officer or employee of the Company involving service as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3,
requires payment by the Company, 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.
The Registrant's Articles of Incorporation limit the liability of its
directors for monetary damages for breach of their fiduciary duty as directors
to the fullest extent permitted by the Minnesota Business Corporation Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion and Consent of Fredrikson & Byron, P.A. relating to
the legality of securities under the Nonqualified Stock Option
Agreements.
23.1 Consent of Fredrikson & Byron, P.A. -- included in their
opinion filed as Exhibit 5.
23.2 Consent of Virchow, Krause & Company, LLP.
24 Power of Attorney from certain directors. (See Signature
Page.)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
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(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 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.
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(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 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 Edina and State of Minnesota, on the 3rd day of
November, 2006.
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 Nonqualified Stock
Option Agreements dated July 28, 2006 between the Company and Ismail Kurdi,
Robert L. Doretti and Joseph J. Caffarelli, respectively, 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.
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Signature Title Date
--------- ----- ----
/s/ Joseph J. Caffarelli President, Chief Executive November 3, 2006
- ------------------------------------ Officer and Director
Joseph J. Caffarelli (principal executive officer)
/s/ David C. Carlson Chief Financial Officer November 3, 2006
- ------------------------------------ (principal financial and
David C. Carlson accounting officer)
/s/ James L. Mandel Chairman of the Board and November 3, 2006
- ------------------------------------ Director
James L. Mandel
/s/ Robert L. Doretti Director November 3, 2006
- ------------------------------------
Robert L. Doretti
/s/ Daniel R. Fishback Director November 3, 2006
- ------------------------------------
Daniel R. Fishback
/s/ Ismail Kurdi Director November 3, 2006
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Ismail Kurdi
/s/ Justin M. MacIntosh Director November 3, 2006
- ------------------------------------
Justin M. MacIntosh
/s/ Robert L. Priddy Director November 3, 2006
- ------------------------------------
Robert L. Priddy
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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 re 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)
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