More dilution. Ordinary NAVR-o-holics pay with their hard earned monies. Yes, feed the animal.
Question: How many outstanding shares does Nawarr have? Navarr getting real expensive in terms of Market Cap.
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1999
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NAVARRE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN 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
(612) 535-8333
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
ERIC H. PAULSON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
NAVARRE CORPORATION
7400 49TH AVENUE NORTH
NEW HOPE, MINNESOTA 55428
(612) 535-8333
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
THOMAS G. LOVETT, IV
LINDQUIST & VENNUM P.L.L.P.
4200 IDS CENTER
80 SOUTH EIGHTH STREET
MINNEAPOLIS, MINNESOTA 55402
TELEPHONE: (612) 371-3211
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: FROM TIME TO TIME
AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT
TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. |_|
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, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: |X|
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING PURSUANT
TO RULE 462(b) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX AND LIST
THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING: |_|
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(c) UNDER
THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIEST EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING: |_|
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX: |_|
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH PROPOSED PROPOSED
CLASS OF SECUR- MAXIMUM MAXIMUM AMOUNT OF
ITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, 2,702,703(1) $11.0625(2) $29,898,651 $8,311.82
NO PAR VALUE,
ISSUABLE UPON
CONVERSION OF
CLASS B CONVERTIBLE
PREFERRED STOCK
</TABLE>
(1) CALCULATED BASED UPON TWICE THE MAXIMUM NUMBER OF SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THE CLASS B CONVERTIBLE PREFERRED STOCK AS OF THE
DATE OF THIS REGISTRATION STATEMENT. THE ACTUAL CONVERSION RATIO OF THE CLASS B
CONVERTIBLE PREFERRED STOCK IS VARIABLE AND IS TIED TO THE MARKET PRICE OF OUR
COMMON STOCK DURING PERIODS PRIOR TO CONVERSION. FOR THAT REASON, OUR AGREEMENT
WITH THE SELLING SHAREHOLDER REQUIRES US TO REGISTER TWICE THE MAXIMUM NUMBER OF
SHARES OF OUR COMMON STOCK ISSUABLE AS OF THE DATE OF THIS REGISTRATION
STATEMENT.
(2) ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE BASED
ON THE LAST REPORTED SALES PRICE OF NAVARRE'S COMMON STOCK ON THE NASDAQ
NATIONAL MARKET ON SEPTEMBER 13, 1999 (WITHIN FIVE BUSINESS DAYS PRIOR TO THE
DATE OF FILING) PURSUANT TO RULE 457(c).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREFORE BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SECTION 8(a) MAY
DETERMINE.
<PAGE>
PROSPECTUS
[NAVARRE CORPORATION LOGO]
NAVARRE CORPORATION
7900 49TH AVENUE NORTH
NEW HOPE, MINNESOTA 55428
(612) 535-8333
2,702,703 SHARES OF COMMON STOCK
* These shares of the common stock of Navarre Corporation may be offered
and sold from time to time by Fletcher International Limited.
* The shares of common stock registered under this prospectus are
issuable upon conversion of 34,000 shares of Class B convertible
preferred stock, or the preferred stock, issued to Fletcher on August
20, 1999 and upon conversion of 16,000 shares of the preferred stock
issuable upon exercise of a warrant granted to Fletcher on that date.
See Selling Shareholder for additional information.
* Our common stock is quoted on the Nasdaq National Market under the
symbol "NAVR."
* On September 13, 1999, the last reported sale price of our common stock
was $11.0625 per share.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK UPON NUMBER OF SHARES OF MAXIMUM NUMBER NUMBER OF SHARES PERCENTAGE
CONVERSION OF COMMON STOCK UPON OF SHARES TO BE BENEFICIALLY OWNED OWNERSHIP
AFTER
NAME PREFERRED STOCK EXERCISE OF WARRANT SOLD(1) AFTER OFFERING(1) OFFERING(1)
------------- ----------------- --------------- ------------------ -----------
<S> <C> <C> <C> <C> <C>
Fletcher International Limited.......919,020.............432,480..............1,351,500...........1,351,500............5.4%
</TABLE>
- ---------------------
(1) Assumes a conversion ratio of 27.03 shares of common stock to one share
of the preferred stock based upon the minimum conversion price of $9.25
effective as of the date of this prospectus.
(2) Assumes the sale of 1,351,500 shares of common stock.
....
As filed with the Securities and Exchange Commission on September 15, 1999
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 registrant as specified in its charter)
MINNESOTA 41-1704319
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
7400 49TH AVENUE NORTH
NEW HOPE, MINNESOTA 55428
(Address of Principal Executive Offices and zip code)
----------------------------
NAVARRE CORPORATION
1992 STOCK OPTION PLAN
(Full title of the Plan)
----------------------------
Eric H. Paulson Copy to:
Chief Executive Officer Thomas G. Lovett IV
Navarre Corporation Lindquist & Vennum P.L.L.P.
7400 49th Avenue North 4200 IDS Center
New Hope, MN 55428 80 South Eighth Street
(612) 535-8333 Minneapolis, MN 55402
(Name, address, including zip code and (612) 371-3211
telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------
Proposed Proposed
Title of Securities Maximum Maximum
to be Registered Amount Offering Aggregate Amount of
to be Price Offering Registration
Registered Per Share Price Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,300,000 shares $11.0625(1) $14,381,250(1) $3,997.99
No par value, to be issued
pursuant to the Navarre Corporation
1992 Stock Option Plan
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the average of the high
and low prices of the Company's Common Stock on the Nasdaq National
Market on September 13, 1999.
<PAGE>
INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
BY REFERENCE
A Registration Statement on Form S-8 (File No. 333-80218) was filed
with the Securities and Exchange Commission on June 14, 1994 covering the
registration of 237,000 shares initially authorized for issuance under the
Company's 1992 Stock Option Plan (the "Plan"). On November 29, 1994, a
Registration Statement on Form S-8 (File No. 333-86762) was filed with the
Securities and Exchange Commission covering the registration of an additional
200,000 shares authorized under the Plan. The total number of shares authorized
under the Plan was increased to 874,000 following a two-for-one split effective
June 21, 1996. On July 10, 1997, a Registration Statement on Form S-8 (File No.
333- 31017) was filed with the Securities and Exchange Commission covering the
registration of an additional 1,300,000 shares authorized under the Plan.
Pursuant to General Instruction E of Form S-8 and Rule 429, this Registration
Statement is being filed to register an additional 1,300,000 shares authorized
under the Plan. An amendment to the Plan to increase the reserved and authorized
number of shares under the Plan by 1,300,000 was adopted by the Company's Board
of Directors on July 16, 1999 and such amendment was approved by the Company's
shareholders on September 9, 1999. This Registration Statement should also be
considered a post-effective amendment to the prior Registration Statement. The
contents of the prior Registration Statement are incorporated herein by
reference.
Your money, your money, your money !!! |
