-----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, Eimq2bgyGAHT3e9P5SGPrVMUOS6lpt5pH11v8nHcCHD5jaTiEISsRFZLdZ/uQjhM 4CrU1oEeEJw+dRfxg+jVJw== 0000950134-04-014098.txt : 20040924 0000950134-04-014098.hdr.sgml : 20040924 20040924161926 ACCESSION NUMBER: 0000950134-04-014098 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040924 DATE AS OF CHANGE: 20040924 EFFECTIVENESS DATE: 20040924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAVARRE CORP /MN/ CENTRAL INDEX KEY: 0000911650 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 411704319 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-119260 FILM NUMBER: 041045214 BUSINESS ADDRESS: STREET 1: 7400 49TH AVE N CITY: NEW HOPE STATE: MN ZIP: 55428 BUSINESS PHONE: 7635358333 MAIL ADDRESS: STREET 1: 7400 49TH AVE NORTH CITY: NEW HOPE STATE: MN ZIP: 55428 S-8 1 c88387sv8.txt FORM S-8 As filed with the Securities and Exchange Commission on September 24, 2004. Registration No. 333-__________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------------- NAVARRE CORPORATION (Exact name of issuer as specified in its charter) MINNESOTA 41-1704319 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 7400 49th AVENUE NORTH NEW HOPE, MINNESOTA 55428 (Address of principal executive offices, including Zip Code) NAVARRE CORPORATION 2004 STOCK PLAN (Full title of the plan) ERIC H. PAULSON Copy to: PRESIDENT PHILIP T. COLTON NAVARRE CORPORATION WINTHROP & WEINSTINE, P.A. 7400 49th AVENUE NORTH 225 SOUTH SIXTH STREET NEW HOPE, MINNESOTA 55438 SUITE 3500 TELEPHONE: (612) 535-8333 MINNEAPOLIS, MINNESOTA 55402 (Name, address and telephone number TELEPHONE: (612) 604-6400 including area code of agent for service) CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED TITLE OF MAXIMUM MAXIMUM SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF TO BE TO BE PRICE OFFERING REGISTRATION REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE - -------------------------------------------------------------------------------------------------------- Common Stock, no par value(3) 1,000,000 shares $14.75 $14,750,000.00 $1,868.83 - --------------------------------------------------------------------------------------------------------
(1) The number of shares being registered consists of 1,000,000 shares of Common Stock which may be issued under the Navarre Corporation 2004 Stock Plan. (2) Pursuant to Rule 457(c), the offering price is equal to the average of the high and low prices of the common stock as of September 20, 2004 as reported on The Nasdaq National Market. (3) Pursuant to Rule 416(a), also covers additional securities that may be offered as a result of stock splits, stock dividends or similar transactions. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. Such documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933. ITEM 1. PLAN INFORMATION. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated herein by reference: a. The description of the Company's Common Stock as set forth under the caption "Capital Stock" in the Company's Registration Statement on Form 8-A (File No. 0-22982) including any amendment or report filed for the purpose of updating that description; b. The Company's Annual Report on Form 10-K for the year ended March 31, 2004; c. The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004; d. The Company's Current Reports on Form 8-K and Form 8-K/A filed April 15, 2004, May 26, 2004, June 22, 2004, July 20, 2004, July 21, 2004, July 27, 2004 and August 2, 2004; e. The Company's Proxy Statement dated July 27, 2004, for its Annual Meeting of Shareholders held on September 13, 2004; and f. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining to be sold (excluding, however, any portion of such documents, and any portion of the reports listed in 3.d. above, not deemed to be "filed" with the Securities and Exchange Commission (the "SEC") pursuant to the rules of the SEC). - 2 - ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article VI of the Company's Bylaws provides that the Company shall indemnify its officers and directors in accordance with, and to the extent provided by, Minnesota law. Section 302A.521 of the Minnesota Statutes requires the Company to indemnify any person made or threatened to be made a party to a proceeding by reason of acts or omissions performed in the person's official capacity against judgments, penalties, fines and reasonable expenses (including attorneys' fees) if such person is not otherwise indemnified, acted in good faith, received no improper personal benefit, reasonably believed that such conduct was in the best interests or was not opposed to the best interests of the Company, and, in the case of criminal proceedings, had no reasonable cause to believe the conduct was unlawful. In addition, Section 302A.521, subd. 3, of the Minnesota Statutes requires payment or reimbursement by the company, upon written request, of reasonable expenses (including attorneys' fees) incurred by a person in advance of the final disposition of a proceeding, upon receipt by the Company of a written affirmation by the person of a good faith belief that the criteria for indemnification have been satisfied and a written undertaking by the person to repay all amounts, if it is ultimately determined that the criteria for indemnification have not been satisfied, and after a decision that the known facts would not preclude 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 shareholder or by a court. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The exhibits to this Registration Statement on Form S-8 are described on the Exhibit Index. ITEM 9. UNDERTAKINGS. (a) RULE 415 OFFERING. 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; - 3 - (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 amendments thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously described 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, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission 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 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) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE. 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. (h) STATEMENT REQUIRED IN CONNECTION WITH FILING OF REGISTRATION STATEMENT ON FORM S-8. 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 - 4 - 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. - 5 - 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 New Hope, State of Minnesota on September 24, 2004. NAVARRE CORPORATION By: /s/ Eric H. Paulson ---------------------------- Eric H. Paulson President - 6 - POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes Eric H. Paulson and James G. Gilbertson, jointly and severally, his attorney-in-fact, with full power of substitution for him and in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Eric H. Paulson Chairman of the Board, President and Chief September 24, 2004 - --------------------------- Executive Officer Eric H. Paulson /s/ Charles E. Cheney Vice-Chairman of the Board September 24, 2004 - --------------------------- Charles E. Cheney /s/ James G. Gilbertson Vice President, Chief Financial Officer September 24, 2004 - --------------------------- James G. Gilbertson /s/ Keith A. Benson Director September 24, 2004 - --------------------------- Keith A. Benson /s/ Timothy R. Gentz Director September 24, 2004 - --------------------------- Timothy R. Gentz /s/ James G. Sippl Director September 24, 2004 - --------------------------- James G. Sippl /s/ Michael L. Snow Director September 24, 2004 - --------------------------- Michael L. Snow /s/Tom F.Weyl Director September 24, 2004 - --------------------------- Tom F. Weyl /s/ Dickinson G. Wiltz Director September 24, 2004 - --------------------------- Dickinson G. Wiltz
- 7 - EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 4 Navarre Corporation 2004 Stock Plan (incorporated by reference to Exhibit D to Schedule 14A dated July 27, 2004). 5.1 Opinion and Consent of Winthrop & Weinstine, P.A. as to the legality of Common Stock of the Company. 23.1 Consent of Ernst & Young, LLP. 23.2 Consent of Winthrop & Weinstine, P.A. (included in its opinion filed as Exhibit 5.1). 24.1 Powers of Attorney (included as part of signature page).
- 8 - EX-5.1 2 c88387exv5w1.txt OPINION/CONSENT OF WINTHROP & WEINSTINE, P.A. EXHIBIT 5.1 [WINTHROP WEINSTINE LOGO] ATTORNEYS AND COUNSELORS AT LAW September 24, 2004 Philip T. Colton (612) 604-6729 pcolton@winthrop.com Navarre Corporation 7400 49th Avenue North New Hope, Minnesota 55428 Re: Registration Statement on Form S-8 - Navarre Corporation 2004 Stock Plan Ladies and Gentlemen: We have acted as counsel to Navarre Corporation, a Minnesota corporation (the "Company"), in connection with the registration by the Company of 1,000,000 shares (the "Shares") of its common stock, no par value, pursuant to the Company's Registration Statement on Form S-8 for the Company's 2004 Stock Plan to be filed with the Securities and Exchange Commission on September 24, 2004 (the "Registration Statement"). In connection therewith, we have examined (a) the Articles of Incorporation and Bylaws of the Company; (b) the corporate proceedings of the Company relative to its organization and to the authorization and issuance of the Shares; and (c) the Registration Statement and the Prospectus. In addition to such examination, we have reviewed such other proceedings, documents and records and have ascertained or verified such additional facts as we deem necessary or appropriate for purposes of this opinion. Based upon the foregoing, we are of the opinion that: 1. The Company has been legally incorporated and is validly existing under the laws of the State of Minnesota. 2. All necessary corporate action has been taken by the Company to authorize the issuance of the Shares. 3. The Shares are validly authorized by the Company's Articles of Incorporation, as amended, and when issued and paid for as contemplated in the Registration Statement and Prospectus, will be validly issued, fully paid, and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, WINTHROP & WEINSTINE, P.A. By - /s/ Philip T. Colton Philip T. Colton EX-23.1 3 c88387exv23w1.txt CONSENT OF ERNST & YOUNG, LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent in the Registration Statement (Form S-8 No. 333-00000) pertaining to the Navarre Corporation 2004 Stock Plan to the incorporation by reference therein of our report dated May 13, 2004, except for footnote 5, as to which the date is June 21, 2004, with respect to the consolidated financial statements and schedule of Navarre Corporation included in its Annual Report (Form 10-K) for the year ended March 31, 2004, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Minneapolis, Minnesota September 23, 2004 -----END PRIVACY-ENHANCED MESSAGE-----