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Minnesota
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41-1458152
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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incorporation
or organization)
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Title
of Securities to be Registered
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Maximum
Amount to be Registered(1)
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Proposed
Maximum Offering Price Per Share(2)
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Proposed
Maximum Aggregate
Offering
Price
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Amount
of Registration Fee
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2008
Employee Stock Option Plan
Common
Stock, $0.001 par value
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2,000,000
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$
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2.11
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$
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4,220,000
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$
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165.85
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(1)
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This
Registration Statement shall also cover any additional shares of
common
stock which become issuable under the Plan by reason of any stock
divided,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase
in the
number of the Registrant's outstanding shares of Common
Stock.
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(2)
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Estimated
in accordance with Rule 457(h) under the Securities Act of 1933 (the
“Securities Act”) solely for the purpose of calculating the registration
fee. The computation is based on the average of the high and low
prices of
the Registrant’s common stock, as reported by the American Stock Exchange,
on January 10, 2008.
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| 5.1 |
Opinion
of Keller Rohrback, P.L.C.
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| 23.1 |
Consent
of Keller Rohrback, P.L.C. (included in Exhibit
5.1)
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| 23.2 |
Consent
of DeCoria, Maichel & Teague, P.S.
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| 24.1 |
Power
of Attorney (see signature page)
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| 1. |
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
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| i. |
To
include any propectus required by section
10(a)(3)
of
the Securities Act of 1933;
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| 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 20% change in the maximum aggregate offering price set forth
in the
"Calculation of Registration Fee" table in the effective registration
statement.
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| 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;
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| 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.
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| 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.
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Signature
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Title
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Date
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/s/
Roger E. Girard
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Chief
Executive Officer and Chairman
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January
11, 2008
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| Roger E. Girard | ||||
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/s/
Jonathan Hunt
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Chief
Financial Officer and Principal Accounting Officer
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January
11, 2008
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| Jonathan Hunt | ||||
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/s/
Stephen R. Boatwright
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Director
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January
11, 2008
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| Stephen R. Boatwright | ||||
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/s/
Robert R. Kauffman
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Director
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January
11, 2008
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| Robert R. Kauffman | ||||
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/s/
Thomas C. LaVoy
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Director
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January
11, 2008
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| Thomas C. LaVoy | ||||
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/s/
David J. Swanberg
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Director
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January
11, 2008
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| David J. Swanberg | ||||
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/s/
Dwight Babcock
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Director
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January
11, 2008
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| Dwight Babcock | ||||
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/s/
Albert Smith
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Director
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January
11, 2008
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| Albert Smith |