As filed with the Securities and Exchange Commission on December 23, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STELLENT, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 41-1652566
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7777 GOLDEN TRIANGLE DRIVE 55344
EDEN PRAIRIE, MINNESOTA (Zip Code)
(Address of principal executive offices)
STELLENT, INC.
1997 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Gregg A. Waldon
Chief Financial Officer
Stellent, Inc.
7777 Golden Triangle Drive
Eden Prairie, Minnesota 55344
(Name and address of agent for service)
(952) 903-2000
(Telephone number, including area code, of agent for service)
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copy to:
Kris Sharpe
Faegre & Benson LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402
(612) 766-7000
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of Amount Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share(1) Price(1) Fee
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Common Stock, 200,000
$.01 par value shares $4.69 $938,000 $87.00
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(1) Estimated solely for the purpose of determining the registration fee
pursuant to the provisions of Rule 457(h)(1) under the Securities Act of
1933, as amended, based on the average of the high and low sale prices per
share of the Registrant's Common Stock as quoted on the Nasdaq National
Market on December 18, 2002.
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STELLENT, INC.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 200,000 shares of the Registrant's Common Stock to
be issued pursuant to the Registrant's 1997 Director Stock Option Plan, as
amended and restated (the "Plan"). The Registration Statement previously filed
with the Commission relating to the Plan (File No. 333-66449) is incorporated by
reference herein.
EXHIBITS
Exhibit Description
4.1 Amended and Restated Articles of Incorporation, as amended.(1)
4.2 Amended and Restated Bylaws.(2)
4.3 Share Rights Agreement between the Registrant and Wells Fargo Bank,
Minnesota, N.A., as Rights Agent, dated as of May 29, 2002(3)
5 Opinion of Faegre & Benson LLP as to the legality of the shares
being registered.
23.1 Consent of Faegre & Benson LLP (contained in Exhibit 5 to this
Registration Statement).
23.2 Consent of Grant Thornton LLP.
24 Powers of Attorney (included on page 2 of this Registration
Statement).
99 Stellent, Inc. 1997 Director Stock Option Plan, as amended and
restated.(4)
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(1) Incorporated herein by reference to Exhibit 3.1 to the Company's Current
Report on Form 8-K filed August 30, 2001 (File No. 0-19817).
(2) Incorporated by reference to Exhibit 4.2 of the Company's Registration
Statement on Form S-8 (File No. 333-75828).
(3) Incorporated by reference to Exhibit 99.1 of the Company's Registration
Statement on Form 8-A12G filed June 3, 2002 (File No. 0-19817).
(4) Incorporated by reference to Exhibit A to the Company's Definitive Proxy
Statement on Schedule 14A, filed with the Commission on July 26, 2002
(File No. 0-19817).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Eden Prairie, State of Minnesota, on December 23,
2002.
STELLENT, INC.
By /s/ Gregg A. Waldon
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Gregg A. Waldon
Chief Financial Officer,
Treasurer and Secretary
POWER OF ATTORNEY
Each of the undersigned hereby appoints Vernon J. Hanzlik and Gregg A.
Waldon, and each of them (with full power to act alone), as attorneys and agents
for the undersigned, with full power of substitution, for and in the name, place
and stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, any and all amendments
and exhibits to this Registration Statement and any and all applications,
instruments and other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby, with
full power and authority to do and perform any and all acts and things
whatsoever requisite and necessary or desirable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons,
representing a majority of the Board of Directors, in the capacities indicated
on December 23, 2002.
Signature Title
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/s/ Vernon J. Hanzlik
---------------------------------- President and Chief Executive Officer (Principal Executive
Vernon J. Hanzlik Officer and Director)
/s/ Gregg A. Waldon
---------------------------------- Chief Financial Officer, Treasurer and Secretary (Principal
Gregg A. Waldon Financial Officer and Principal Accounting Officer)
/s/ Robert F. Olsen
---------------------------------- Chairman of the Board of Directors
Robert F. Olsen
/s/ Kenneth H. Holec
---------------------------------- Director
Kenneth H. Holec
/s/ Steven C. Waldron
---------------------------------- Director
Steven C. Waldron
/s/ Michael W. Ferro, Jr.
---------------------------------- Director
Michael W. Ferro, Jr.
/s/ Raymond A. Tucker
---------------------------------- Director
Raymond A. Tucker
INDEX TO EXHIBITS
Method
Exhibit Description of Filing
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4.1 Amended and Restated Articles of Incorporation, as amended(1)................. Incorporated by
Reference
4.2 Amended and Restated Bylaws(2)................................................ Incorporated by
Reference
4.3 Share Rights Agreement between the Registrant and Wells Fargo Bank, Incorporated by
Minnesota, N.A., as Rights Agent, dated as of May 29, 2002(3)................. Reference
5 Opinion of Faegre & Benson LLP as to the legality of the shares
being registered.............................................................. Electronic
Transmission
23.1 Consent of Faegre & Benson LLP (contained in Exhibit 5 to this
Registration Statement).......................................................
23.2 Consent of Grant Thornton LLP................................................. Electronic
Transmission
24 Powers of Attorney (included on page 2 of this Registration Statement)........
99 Stellent, Inc. 1997 Director Stock Option Plan, as amended and restated(4).... Incorporated by
Reference
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(1) Incorporated herein by reference to Exhibit 3.1 to the Company's Current
Report on Form 8-K filed August 30, 2001 (File No. 0-19817).
(2) Incorporated by reference to Exhibit 4.2 of the Company's Registration
Statement on Form S-8 (File No. 333-75828).
(3) Incorporated by reference to Exhibit 99.1 of the Company's Registration
Statement on Form 8-A12G filed June 3, 2002 (File No. 0-19817).
(4) Incorporated by reference to Exhibit A to the Company's Definitive Proxy
Statement on Schedule 14A, filed with the Commission on July 26, 2002
(File No. 0-19817).