-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GsR/ukStV1kFBqeyOkj8QNptoS2Hl1xro7IW2VaBijyBN8N7R5QS1B/fIK/PqNOe JVM5IekPl/jRjT+qxRGZWA== 0000914190-00-000136.txt : 20000412 0000914190-00-000136.hdr.sgml : 20000412 ACCESSION NUMBER: 0000914190-00-000136 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000410 EFFECTIVENESS DATE: 20000410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE PACIFIC INDUSTRIES INC/MN CENTRAL INDEX KEY: 0000852426 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PLASTIC PRODUCTS [3080] IRS NUMBER: 411642846 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-34492 FILM NUMBER: 598198 BUSINESS ADDRESS: STREET 1: 2430 METROPOLITAN CENTRE STREET 2: 333 S SEVENTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123719650 MAIL ADDRESS: STREET 1: 2430 METROPOLITAN CENTRE STREET 2: 333 S SEVENTH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: BLACK HAWK HOLDINGS INC /MN/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BHH INC DATE OF NAME CHANGE: 19891019 S-8 1 FORM S-8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 Eagle Pacific Industries, Inc. (Exact Name of Registrant as Specified in its Charter) Minnesota 41-1642846 (State or Other Juris- (I.R.S. Employer diction of Incorporation Identification Number) or Organization) 333 South Seventh Street, Suite 2430 Minneapolis, Minnesota 55402 (Address of Principal Executive Office and Zip Code) Eagle Pacific Industries, Inc. 1997 Stock Option Plan (Full Title of the Plan) William H. Spell Chief Executive Officer 333 South Seventh Street, Suite 2430 Minneapolis, Minnesota 55402 (612) 305-0339 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Daniel A. Yarano Fredrikson & Byron, P.A. 1100 International Centre 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(2) Offering Price(2) Registration Fee ======================== ====================== ====================== ====================== ====================== Options to Purchase Common Stock under the 1997 Plan Indefinite $ 0.00 $ 0.00 $ 0.00 Common Stock issuable upon exercise of options granted under the 1997 Plan 1,200,000 shares $13.1875 $15,825,000 $4,178 ----- TOTAL: $4,178 ======================== ====================== ====================== ====================== ======================
(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 of the high and low prices of the Registrant's Common Stock on April 4, 2000. The purpose of this Registration Statement is to register additional shares for issuance under the Registrant's 1997 Stock Option Plan. The contents of the Registrant's Registration Statement on Form S-8, Reg. No. 333-26047, 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 10th day of April, 2000. EAGLE PACIFIC INDUSTRIES, INC. (the "Registrant") By /s/ William H. Spell William H. Spell 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 William H. Spell and Roger R. Robb 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 Eagle Pacific Industries, Inc. relating to the Company's 1997 Stock Option Plan 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. Signature Title Date /s/ William H. Spell Chief Executive Officer April 10, 2000 William H. Spell (principal executive officer) /s/ Roger R. Robb Chief Financial Officer April 10, 2000 Roger R. Robb (principal financial and accounting officer) /s/ Harry W. Spell Chairman and Director April 10, 2000 Harry W. Spell /s/ Bruce A. Richard Vice Chairman and Director April 10, 2000 Bruce A. Richard /s/ George R. Long Director April 10, 2000 George R. Long /s/ R. W. Perkins Director April 10, 2000 Richard W. Perkins SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EAGLE PACIFIC INDUSTRIES, INC. Form S-8 Registration Statement EXHIBIT INDEX Exhibit Number Exhibit Description - ------ ------------------- 5 Opinion and Consent of counsel re securities under the Plan 23.1 Consent of counsel (See Exhibit 5) 23.2 Consent of independent accountants 23.3 Consent of former independent accountants 24 Power of attorney (See Signature Page) EX-5 2 OPINION AND CONSENT EXHIBIT 5 FREDRIKSON & BYRON, P.A. 900 Second Avenue South, Suite 1100 Minneapolis, Minnesota 55402 Telephone: (612) 347-7000 Facsimile: (612) 347-7077 April 10, 2000 Eagle Pacific Industries, Inc. 333 South Seventh Street Minneapolis, Minnesota 55402 Re: Registration Statement on Form S-8 Ladies/Gentlemen: We are acting as corporate counsel to Eagle Pacific Industries, Inc. (the "Company") in connection with the original registration by the Company on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act") of options and 1,200,000 additional shares (the "Shares") of Common Stock issuable pursuant to the Company's 1996 Stock Option Plan (the "Plan"). In acting as such counsel and for the purpose of rendering this opinion, we have reviewed copies of the following, as presented to us by the Company: 1. The Company's Articles of Incorporation, as amended. 2. The Company's Bylaws, as amended. 3. Certain corporate resolutions adopted by the Board of Directors of the Company pertaining to the adoption of the Plan and the increase in the number of shares reserved for issuance thereunder. 4. The Plan. 5. The Registration Statement. Based on, and subject to, the foregoing and upon representations and information provided by the Company or its officers or directors, it is our opinion as of this date that: 1. The Shares are validly authorized by the Company's Articles of Incorporation, as amended. 2. Upon issuance and delivery of the Shares against receipt by the Company of the consideration for the Shares pursuant to the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, FREDRIKSON & BYRON, P.A. By /s/ Daniel A. Yarano Daniel A. Yarano EX-23.2 3 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We hereby consent to the incorporation by reference in this Form S-8 Registration Statement of our report dated February 4, 2000, except for the first paragraph of Note 4, as to which the date is March 13, 2000, relating to the financial statements and financial statement schedule which appear in Eagle Pacific Industries, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. /s/ PricewaterhouseCoopers LLP Minneapolis, Minnesota April 10, 2000 EX-23.3 4 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Eagle Pacific Industries, Inc. on Form S-8 relating to the 1997 Stock Option Plan of our report dated March 9, 1999, appearing in the Annual Report on Form 10-K of Eagle Pacific Industries, Inc. for the year ended December 31, 1999. /s/ Deloitte & Touche LLP Minneapolis, Minnesota April 10, 2000 -----END PRIVACY-ENHANCED MESSAGE-----