As filed with the Securities and Exchange Commission on June 6, 2008
Registration No. 333___________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CLEARFIELD, INC.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota 41-1347235
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
5480 Nathan Lane, Suite 120
Plymouth, Minnesota 55442
(Address of Principal Executive Offices) (Zip Code)
2007 STOCK COMPENSATION PLAN
(Full title of the plan)
Cheri Podzimek
5480 Nathan Lane, Suite 120
Plymouth, Minnesota 55442
(Name and address of agent for service)
(763) 476-6866
(Telephone number, including area code, of agent for service)
Copies to:
Janna R. Severance, Esq.
Messerli & Kramer P.A.
1800 Fifth Street Towers
150 South Fifth Street
Minneapolis, MN 55402
Telephone: (612) 672-3600
CALCULATION OF REGISTRATION FEE
==============================================================================================
Proposed Proposed Maximum
Title of Securities Aggregate Amount of
to be Amount to be Maximum Offering Offering Registration
Price Per
Registered Registered(1) Share(2) Price Fee(3)
----------------------------------------------------------------------------------------------
Common Stock, $.01
par value 750,000 $1.42 $1,065,000.00 $41.85
The shares registered by this registration statement are additional shares reserved for
(1) issuance under the 2007 Stock Compensation Plan.
Estimated solely for the purpose of calculating the registration fee, based upon the
average of the high and low prices of the Common Stock as reported by the Nasdaq Global
(2) Market on June 4, 2008.
If any of the Securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the
(3) following box. [_]
TABLE OF CONTENTS
-----------------
EXPLANATORY NOTE
PART II
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interest of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES AND POWER OF ATTORNEY
EXHIBIT INDEX
Opinion and Consent of Messerli & Kramer P.A.
Consent of Grant Thornton LLP
--------------------------------------------------------------------------------
EXPLANATORY NOTE
On August 17, 2006, the shareholders of Clearfield, Inc. ("Clearfield", the
"Company", or the "registrant") adopted the 2007 Compensation Plan (the "2007
Plan") and reserved a maximum of 750,000 shares of common stock for issuance
under the 2007 Plan. These shares are registered under the Securities Act on
Registration Statement on Form S-8, No. 333-136828. On February 27, 2008, at the
Company's annual meeting of shareholders, the shareholders approved an increase
in the number of shares reserved from 750,000 to 1,500,000. The additional
750,000 shares are covered by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents and information, which have been, or will be, filed
by the registrant with the Securities and Exchange Commission (the
"Commission"), are incorporated herein by reference, as of their respective
dates:
(a) The registrant's Annual Report on Form 10-KSB for the transitional
period year ended September 30, 2007;
(b) The registrant's Quarterly Reports on Form 10-QSB for the quarters
ended December 31, 2007 and March 31; 2008,
(c) The description of the registrant's Common Stock, $.01 par value,
contained in the registrant's Registration Statement on Form 8-A filed under the
Securities Exchange Act of 1934 (the "Act"), on July 29, 1987 (SEC No. 0-16106),
including any amendment or report filed for the purpose of updating such
description.
All reports and documents filed by the registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Act, after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
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 reports or documents.
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interest of Named Experts and Counsel
-------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Unless prohibited in a corporation's articles of incorporation or bylaws,
Minnesota Statutes Section 302A.521 requires indemnification of officers,
directors, employees, or agents, under certain circumstances, against judgments,
penalties, fines, settlements, and reasonable expenses (including attorneys'
fees and disbursements) incurred by such person in connection with a threatened
or pending proceeding with respect to acts or omissions of such person in his
official capacity. The general effect of Section 302A.521 is to require the
registrant to reimburse (or pay on behalf of) directors and officers of the
registrant any personal liability that may be imposed for certain acts performed
in their capacity as directors and officers of the registrant, except where such
persons have not acted in good faith.
The registrant's Articles of Incorporation and Bylaws provide for such
indemnification to the maximum extent permitted by Minnesota Statutes. The
registrant has purchased insurance covering the liability of its directors and
officers.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
Exhibit
Number Description
------------ ---------------------------------------------------------------
23.1 Opinion and Consent of Messerli & Kramer P.A., Counsel to the
Registrant
23.2 Consent of Grant Thornton LLP, Independent Registered Public
Accounting Firm
24 Powers of attorney from Messrs. Reddan, Roth, Zuckerman,
Hayward, and Jain (included on signature page)
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, as amended (the "Securities Act");
(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, 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 a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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)(i) and (a)(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 with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference herein.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment to this 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; and
(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 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.
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 the final adjudication of
such issue.
SIGNATURES AND POWER OF ATTORNEY
--------------------------------
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 Plymouth, State of Minnesota, on May 29, 2008.
CLEARFIELD, INC.
By: /s/ Cheri Podzimek
---------------------------------
Cheri Podzimek, President
and CEO
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Cheri Podzimek and Bruce Blackey, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him or her and in his or her name, place,
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, 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, and each of them, 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
attorneys-in-fact and agents or any of them, or their or his or her 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 below by the following persons in the
capacities and on the dates indicated:
Name Title Date
/s/ Cheri Podzimek Chief Executive Officer (Principal 6/6/08
--------------------------- executive officer and director)
Cheri Podzimek
/s/ Bruce Blackey Chief Financial Officer (principal 6/6/08
--------------------------- financial and accounting officer)
Bruce Blackey
/s/ John G. Reddan Director 6/6/08
---------------------------
John G. Reddan
/s/ Ronald G. Roth Director 6/6/08
---------------------------
Ronald G. Roth
/s/ Stephen L. Zuckerman Director 6/6/08
---------------------------
Stephen L. Zuckerman
---------------------------
/s/ Dr. Anil K. Jain Director 6/6/08
---------------------------
Dr. Anil K. Jain
---------------------------
/s/ Don Hayward Director 6/6/08
---------------------------
Don Hayward
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- --------------------------------------------------------------------
23.1 Opinion and Consent of Messerli & Kramer P.A., Counsel to the
Registrant
23.2 Consent of Grant Thornton, LLP, Independent Registered Public
Accounting Firm
24 Powers of Attorney from Messrs. Reddan, Roth, Zuckerman,
Hayward and Jain (included on signature page)