|
Minnesota
|
41-0992135
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer Identification
Number)
|
|
Large accelerated filer o
|
Accelerated filer o
|
Non-accelerated filer o
|
Smaller reporting company x
|
|
(Do
not check if a smaller reporting company)
|
|
Title
of Securities
to
be Registered
|
Amount
to be
Registered(1)
|
Proposed
Maximum
Offering
Price
Per
Share(2)
|
Proposed
Maximum
Aggregate
Offering
Price(2)
|
Amount
of
Registration
Fee
|
|
Common
Stock issuable upon exercise of awards granted under the 2008 Equity
Incentive Plan
|
300,000
shares
|
$1.13
|
$339,000
|
$13.33
|
|
(1)
|
In
addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein
and any additional securities which may become issuable pursuant to
anti-dilution provisions of the plan.
|
|
(2)
|
Estimated
pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee and based upon the average of the high and low prices of
the Registrant's Common Stock on September 5, 2008.
|
| PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS | ||||||||
|
Opinion/Consent
of Fredrikson & Byron, P.A.
|
||||||||
|
Consent
of McGladrey & Pullen,
LLP
|
||||||||
|
|
(a)
|
The
Registrant's latest annual report filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, or either (I) the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933
that contains audited financial statements for the Registrant's latest
fiscal year for which such statements have been filed or (II) the
Registrant's effective registration statement on Form 10 or 10-SB filed
under the Securities Exchange Act of 1934 containing audited financial
statements for the Registrant's latest fiscal
year;
|
|
|
(b)
|
All
other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since the end of the fiscal year covered by the
Registrant document referred to in (a)
above;
|
|
|
(c)
|
If
the class of securities to be offered is registered under Section 12 of
the Securities Exchange Act of 1934, the description of such class of
securities contained in a registration statement filed under such Act,
including any amendment or report filed for the purpose of updating such
description.
|
|
|
5.1
|
Opinion
and Consent of Fredrikson & Byron, P.A. relating to the legality of
securities under the 2008 Equity Incentive
Plan.
|
|
|
23.1
|
Consent
of Fredrikson & Byron, P.A. -- included in their
opinion filed as Exhibit 5.
|
|
|
23.2
|
Consent
of McGladrey & Pullen, LLP.
|
|
|
24
|
Power
of Attorney.
|
|
|
(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;
|
|
|
(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, represents a
fundamental change in the information set forth in the 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)(1)(i) and (a)(1)(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 by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration
Statement.
|
|
|
(2)
|
That,
for the purposes 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 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to 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 final adjudication of such
issue.
|
| Winland Electronics, Inc. | |||
|
|
By:
|
/s/ Thomas J. de Petra | |
| Thomas J. de Petra | |||
| President and Chief Executive Officer | |||
|
Title
|
Date
|
|||
|
/s/
Thomas J. de Petra
|
President
and Chief Executive Officer and Director (principal executive
officer)
|
September
8, 2008
|
||
|
Thomas
J. de Petra
|
||||
|
/s/
Glenn A. Kermes
|
Chief
Financial and Accounting Officer (principal financial
officer)
|
September
8, 2008
|
||
|
Glenn
A. Kermes
|
||||
|
/s/
Lorin E. Krueger
|
Director
|
September
8, 2008
|
||
|
Lorin
E. Krueger
|
|
/s/
Richard T. Speckmann
|
Director
|
September
8, 2008
|
||
|
Richard
T. Speckmann
|
||||
|
/s/
Thomas J. Goodmanson
|
Director
|
September
8, 2008
|
||
|
Thomas
J. Goodmanson
|
||||
|
/s/
Thomas J. Brady
|
Director
|
September
8, 2008
|
||
|
Thomas
J. Brady
|
|
5.1
|
Opinion
and Consent of counsel regarding securities under the 2008 Equity
Incentive Plan.
|
| 23.1 | Consent of counsel (See Exhibit 5). |
| 23.2 | Consent of McGladrey & Pullen, LLP. |
| 24 | Power of attorney. |