As filed with the Securities and Exchange Commission on August 19, 1997
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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NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 41-0857886
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6680 N. HIGHWAY 49
LINO LAKES, MINNESOTA 55014
(Address of Principal Executive Offices) (Zip Code)
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NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
1994 STOCK INCENTIVE PLAN
(Full title of the plan)
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Loren M. Ehrmanntraut
Chief Financial Officer
Northern Technologies International Corporation
6680 N. Highway 49
Lino Lakes, Minnesota 55014
(Name and address of agent for service)
(612) 784-1250
(Telephone number, including area code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE REGISTERED(1) PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE(2) PRICE(2)
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Common Stock, par value
$.02 per share.......... 227,600 shares $6.40 $1,456,640.00 $441.41
========================== ============================ ==================== ==================== ==================
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, (the "Securities Act") this Registration Statement includes
an indeterminate number of additional shares as may be issuable as a
result of anti-dilution provisions described herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated pursuant to Rule 457(h) under the
Securities Act as follows: (i) with respect to options to purchase
shares previously granted, on the basis of the weighted average
exercise price of such options; and (ii) with respect to options to be
granted, on the basis of the average between the high and low reported
sales prices of the Registrant's Common Stock on August 13, 1997 of
$10.6875 per share, as reported by the American Stock Exchange.
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PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission (File
No. 1-11038) are incorporated by reference in this Registration Statement: (1)
the Company's Annual Report on Form 10-KSB for the year ended August 31, 1996;
(2) the Company's Quarterly Report on Form 10-QSB for the quarters ended
November 30, 1996, February 28, 1997, May 31, 1997; (3) all other reports filed
by the Company pursuant to Sections 13(a) or 15(d) of the Exchange Act since
August 31, 1996; and (4) the description of the Company's Common Stock contained
in its Registration Statement on Form 10, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that de-registers all shares of Common
Stock 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.
The financial statements of the Company incorporated by reference in
this Registration Statement from the Company's Annual Report on Form 10-KSB have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
The description of the Company's Common Stock to be offered pursuant to
this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Oppenheimer Wolff & Donnelly, Minneapolis,
Minnesota. Richard G. Lareau, a member of Oppenheimer Wolff & Donnelly, is a
director of the Company. Members of Oppenheimer Wolff & Donnelly beneficially
own, in aggregate, approximately 34,600 shares of the Company's Common Stock,
including shares of Common Stock issuable pursuant to outstanding stock options.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Delaware General Corporation Law ("DGCL"), a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to an action (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the corporation's request, as
a director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees) that are actually and
reasonably incurred by him or her ("Expenses"), and judgments, fines and amounts
paid in settlement of such action, provided that he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his or her conduct was
unlawful. Although the DGCL permits a corporation to indemnify any person
referred to above against Expenses in connection with the defense or settlement
of an action by or in the right of the corporation, provided that such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the corporation's best interests, if such person has been judged
liable to the corporation, indemnification is only permitted to the extent that
the Court of Chancery (or the court in which the action was brought) determines
that, despite the adjudication of liability, such person is entitled to
indemnity for such Expenses as the court deems proper. The determination as to
whether a person seeking indemnification has met the required standard of
conduct is to be made (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, (2)
if there are no such directors or if such directors so direct, by independent
legal counsel in a written opinion, or (3) by the stockholders. The DGCL also
provides for mandatory indemnification of any director, officer, employee or
agent against Expenses to the extent such person has been successful in any
proceeding covered by the statute. In addition, the DGCL provides the general
authorization of advancement of a director's or officer's litigation expenses in
lieu of requiring the authorization of such advancement by the board of
directors in specific cases, and that indemnification and advancement of
expenses provided by the statute shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement or otherwise.
Article IX of the Company's Certificate of Incorporation, as amended,
provides that each director and officer, past or present, of the Company, and
their respective heirs, administrators and executors, shall be indemnified by
the Company in accordance with, and to the fullest extent permissible by,
applicable law.
The Company maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable. No securities are to be reoffered or resold pursuant to
this Registration Statement.
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation (incorporated by reference to Exhibit 3.1
contained in the Registration Statement on Form 10 (File No. 0-19331)).
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2
contained in the Registration Statement on Form 10 (File No. 0-19331)).
4.3 Specimen form of the Company's Common Stock Certificate (incorporated
by reference to Exhibit 4.1 to the Company's Registration Statement on
Form 10 (File No. 0-19331)).
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly (filed herewith
electronically).
23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP (filed herewith electronically).
24.1 Power of Attorney (included on page II-5 of this Registration
Statement).
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 this 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 this Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this 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 this 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 (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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(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, except as to
certain insurance policies, 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 the final adjudication of such issue.
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 Lino Lakes, State of Minnesota, on August 7, 1997.
NORTHERN TECHNOLOGIES
INTERNATIONAL CORPORATION
By: /s/ Vincent J. Graziano
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Vincent J. Graziano, President
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Vincent J. Graziano and Loren M. Ehrmanntraut,
and each of them, as his or her true and lawful attorney-in-fact and agent, each
with full powers of substitution and re-substitution, for him and in his or her
name, place and stead, in any and all capacities, to sign any or 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 or 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 attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on August 7, 1997 by the following
persons in the capacities indicated.
NAME TITLE
- ---- -----
/s/ Vincent J. Graziano Co-Chief Executive Officer, President and
- ------------------------------ Director (principal executive officer)
Vincent J. Graziano
/s/ Loren M. Ehrmanntraut Chief Financial Officer and Secretary
- ------------------------------ (principal financial officer and principal
Loren M. Ehrmanntraut accounting officer)
/s/ Philip M. Lynch Co-Chief Executive Officer and Chairman of
- ------------------------------ the Board of Directors
Philip M. Lynch
/s/ Sidney Dworkin Director
- ------------------------------
Sidney Dworkin
/s/ Gerhard Hahn Director
- ------------------------------
Gerhard Hahn
/s/ Donald A. Kubik, Ph.D. Director
- ------------------------------
Donald A. Kubik, Ph.D.
/s/ Richard G. Lareau Director
- ------------------------------
Richard G. Lareau
/s/ Milan R. Vukcevich, Ph.D. Director
- ------------------------------
Milan R. Vukcevich, Ph.D.
NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
REGISTRATION STATEMENT
ON FORM S-8
INDEX TO EXHIBITS
Item
No. Description Method of Filing
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4.1 Certificate of Incorporation Incorporated by reference to Exhibit 3.1 contained
in the Registration Statement on Form 10 (File No.
0-19331)
4.2 Bylaws of the Company Incorporated by reference to Exhibit 3.2 contained
in the Registration Statement on Form 10 (File No.
0-19331)
4.3 Specimen form of the Company's Incorporated by reference to Exhibit 4.1 to the
Common Stock Certificate Company's Registration Statement on Form 10 (File
No. 0-19331)
5.1 Opinion and Consent of Oppenheimer Wolff & Filed herewith electronically
Donnelly
23.1 Consent of Oppenheimer Wolff & Donnelly Included in Exhibit 5.1
23.2 Consent of Deloitte & Touche LLP Filed herewith electronically
24.1 Power of Attorney Included on page II-5 of this Registration Statement
Exhibit 5.1
[Oppenheimer Wolff & Donnelly Letterhead]
August 14, 1997
Board of Directors
Northern Technologies International Corporation
6680 N. Highway 49
Lino Lakes, MN 55014
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Northern Technologies International Corporation, a
Delaware corporation (the "Company"), in connection with the registration by the
Company of 227,600 shares of the Company's Common Stock, $.02 par value (the
"Shares"), issuable under the Company's 1994 Stock Incentive Plan (the "Plan"),
pursuant to the Company's Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on August 19, 1997 (the "Registration
Statement").
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein. In
connection with our examination, we have assumed the genuiness of all
signatures, the authenticity of all documents tendered to us as originals, the
legal capacity of all natural persons and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and limitations stated
herein, it is our opinion that:
I. The Company has the corporate authority to issue the Shares in the
manner and under the terms set forth in the Registration Statement.
II. The Shares have been duly authorized and, when issued, delivered and
paid for in accordance with the Plan as set forth in the Registration
Statement, will be validly issued, fully paid and nonassessable.
We express no opinion with respect to laws other than the Delaware General
Corporation Law, the laws of the State of Minnesota and the federal law of the
United States of America, and we assume no responsibility as to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement as described above. It is not to be
used, circulated, quoted or otherwise referred to for any other purpose. Other
than the Company, no one is entitled to rely on this opinion.
Very truly yours,
/s/ Oppenheimer Wolff & Donnelly
OPPENHEIMER WOLFF & DONNELLY
Plaza VII
45 South Seventh Street
Suite 3400
Minneapolis, MN 55402
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Northern Technologies International Corporation on Form S-8 of our
report dated November 15, 1996, included in the Annual Report on Form 10-KSB of
Northern Technologies International Corporation for the fiscal year ended August
31, 1996. We also consent to the reference to us under Item 3 of such
Registraton Statement.
Deloitte & Touche LLP
Minneapolis, MN
August 14, 1997
