AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 2006.
REGISTRATION NO. 333-_____________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
WSI INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0691607
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
213 CHELSEA ROAD
MONTICELLO, MINNESOTA 55362
(Address of principal executive offices and zip code)
----------
WSI INDUSTRIES, INC.
2005 STOCK PLAN
(Full title of the Plan)
----------
Copy to:
MICHAEL J. PUDIL, PRESIDENT, CHARLES P. MOORSE
CHIEF EXECUTIVE OFFICER LINDQUIST & VENNUM, P.L.L.P.
WSI INDUSTRIES, INC. 4200 IDS CENTER
213 CHELSEA ROAD 80 SOUTH 8TH STREET
MONTICELLO, MINNESOTA 55362 MINNEAPOLIS, MINNESOTA 55402
(763) 295-9202 (612) 371-3211
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) FEE
--------------------------------------- ------------ -------------- ------------------ ------------
Common Stock, par value $0.10 per share 200,000 $3.35 $670,000 $71.70
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the closing price of the
Company's Common Stock on the Nasdaq Capital Market on April 3, 2006.
================================================================================
PART I
Pursuant to Part I of Form S-8, the information required by Items 1 and 2
of Form S-8 is not filed as a part of this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
August 28, 2005;
(b) The Company's Quarterly Reports on Form 10-QSB for the quarters ended
November 27, 2005 and February 26, 2006;
(c) Definitive Proxy Statement dated December 1, 2005 for the 2006 Annual
Meeting of WSI Industries, Inc. Shareholders held on January 4, 2006;
and
(d) The description of the Company's common stock contained in its
Registration Statements filed pursuant to Section 12 of the Securities
Exchange Act of 1934 and any amendment or report filed to update such
description filed subsequent to the date hereof and prior to the
termination of the offering of the common stock offered hereby.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
completion or termination of this offering of shares of Common Stock 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.
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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Statutes and Article VII, Section 6 of
the Company's Bylaws require, among other things, indemnification of persons
made or threatened to be made a party to a proceeding by reason of acts or
omissions performed in their official capacity as an officer, director, employee
or agent of the Company against judgments, penalties and fines (including
attorneys' fees) if such person is not otherwise indemnified, acted in good
faith, received no improper benefit, reasonably believed that such conduct was
in the best interests of the
2
Company, and, in the case of criminal proceedings, had no reason to believe the
conduct was unlawful. In addition, Section 302A.521, subd. 3, of the Minnesota
Statutes requires payment by the Company, upon written request, of reasonable
expenses in advance of final disposition in certain instances if a decision as
to required 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
shareholders or by a court. The Company also maintains an insurance policy or
policies to assist in funding indemnification of directors and officers for
certain liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
-------
4.1 WSI Industries, Inc. 2005 Stock Plan
5.1 Opinion of Lindquist & Vennum P.L.L.P.
23.1 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)
23.2 Consent of Schechter Dokken Kanter Andrews & Selcer Ltd.
24.1 Power of Attorney (included on signature page)
Item 9. Undertakings.
(a) The Company hereby undertakes to:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) 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;
(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 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.
3
(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.
4
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 Monticello, State of Minnesota, on April 5, 2006.
WSI INDUSTRIES, INC.
By /s/ Michael J. Pudil
-------------------------------------
Michael J. Pudil, President and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of WSI Industries, Inc. hereby
constitute and appoint Michael J. Pudil and Paul D. Sheely, each acting alone,
with power to act as our true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for us and in our stead, in any and
all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto,
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 necessary or advisable 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 or her substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated on April 5, 2006.
/s/ Michael J. Pudil Chief Executive Officer, President
------------------------------------- (principal executive officer), Director
Michael J. Pudil
/s/ Paul D. Sheely Vice President and
------------------------------------- Chief Financial Officer
Paul D. Sheely (principal financial and
accounting officer)
/s/ Paul Baszucki Director
-------------------------------------
Paul Baszucki
/s/ Melvin L. Katten Director
-------------------------------------
Melvin L. Katten
/s/ George J. Martin Director
-------------------------------------
George J. Martin
/s/ Eugene J. Mora Director
-------------------------------------
Eugene J. Mora
5