As filed with the Securities and Exchange Commission on March 19, 2004
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Exchange Act of 1933
FSI International, Inc.
Minnesota (State or other jurisdiction) of incorporation |
41-1223238 (IRS Employer Identification No.) |
3455 Lyman Boulevard Chaska, Minnesota |
55318 | |
|
|
|
(Address of principal executive offices) | (Zip Code) |
FSI INTERNATIONAL, INC. 1997 OMNIBUS STOCK PLAN
AND
FSI INTERNATIONAL, INC. EMPLOYEES STOCK PURCHASE PLAN
DONALD S. MITCHELL
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
FSI INTERNATIONAL, INC.
3455 LYMAN BOULEVARD
CHASKA, MINNESOTA 55318
(952) 448-5440
CALCULATION OF REGISTRATION FEE
Proposed | Proposed | |||||||||||||||
Title of | Maximum | Maximum | ||||||||||||||
Securities to be | Amount to be | Offering Price | Aggregate | Amount of | ||||||||||||
Registered |
Registered (1) |
Per Share(2) |
Offering Price (2) |
Registration Fee |
||||||||||||
Common Stock, no
par value |
550,000 Shares | $ | 6.57 | $ | 3,613,500 | $ | 458 |
(1) | This Registration Statement relates to an additional 300,000 shares to be offered under the registrants 1997 Omnibus Stock Plan, for which 4,500,000 shares of Common Stock were registered under Registration Statements on Form S-8 (Nos. 333-30675, 333-50991, 333-96275, 333-61164 and 333-104088), and an additional 250,000 shares of Common Stock to be offered under the registrants Employees Stock Purchase Plan, for which 2,300,000 shares were registered under Registration Statements on Form S-8 (Nos. 33-33647, 33-39920, 33-46296, 33-77852, 333-19677, 333-50991, 333-96275, 333-61164 and 333-104088). | |||
(2) | Estimated solely for the purpose of the registration fee under Rules 457(c) and (h) (1) under the Securities Act of 1933, based on the average of the high and low sale prices per share of the registrants Common Stock on March 17, 2004 as reported on the Nasdaq National Market. |
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 300,000 shares of the registrants Common Stock to be issued pursuant to the registrants 1997 Omnibus Stock Plan and 250,000 shares of the registrants Common Stock to be issued pursuant to the registrants Employees Stock Purchase Plan. There are incorporated in this Registration Statement by reference the contents of the registrants Registration Statements on Form S-8 (Nos. 33-33647, 33-39920, 33-46296, 33-77852, 333-19677, 333-30675, 333-50991, 333-96275, 333-61164 and 333-104088) related to the plans and amendments thereof, previously filed with the SEC.
EXHIBITS
Exhibit |
Description |
|||
5 |
Opinion of Faegre & Benson LLP. | |||
23.1 |
Consent of Faegre & Benson LLP (included in Exhibit 5). | |||
23.2 |
Consent of KPMG LLP. | |||
24 |
Powers of Attorney of directors and officers. | |||
99.1 |
FSI International, Inc. 1997 Omnibus Stock Plan, as amended and restated. | |||
99.2 |
FSI International, Inc. Employees Stock Purchase Plan, as amended and restated. |
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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 Chaska, State of Minnesota, on March 19, 2004.
FSI INTERNATIONAL, INC. | ||||
By | /s/ Donald S. Mitchell | |||
Donald S. Mitchell | ||||
Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on March 19, 2004 by the following persons in the capacities indicated:
/s/ Donald S. Mitchell | Chairman and Chief Executive Officer | |||
(Principal Executive Officer) | ||||
Donald S. Mitchell | ||||
/s/ Patricia M. Hollister | Chief Financial Officer | |||
(Principal Financial and Accounting Officer) | ||||
Patricia M. Hollister |
James A. Bernards |
||
Terrence W. Glarner |
||
Willem D. Maris
|
A Majority of the Board of Directors* | |
Donald S. Mitchell |
||
Krishnamurthy Rajagopal |
||
Charles R. Wofford |
* | Patricia M. Hollister, by signing her name hereto, hereby signs this document on behalf of each of the above-named officers or directors of FSI International, Inc. pursuant to powers of attorney duly executed by those persons. |
/s/ Patricia M. Hollister | ||
Patricia M. Hollister | ||
Attorney-in-Fact |
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INDEX TO EXHIBITS
Exhibit |
Description |
|||||
5
|
Opinion of Faegre & Benson LLP | Filed Electronically | ||||
23.1
|
Consent of Faegre & Benson LLP (included in Exhibit 5) | |||||
23.2
|
Consent of KPMG LLP | Filed Electronically | ||||
24
|
Powers of Attorney of directors and officers | Filed Electronically | ||||
99.1
|
FSI International, Inc. 1997 Omnibus Stock Plan, as amended and restated | Filed Electronically | ||||
99.2
|
FSI International, Inc. Employees Stock Purchase Plan, as amended and restated | Filed Electronically |
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