<PAGE>
As filed with the Securities and Exchange Commission on December 6, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENGINEERING ANIMATION, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 7371 42-1323712
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
2321 North Loop Drive
Ames, Iowa 50010
Telephone: (515) 296-9908
(Address, including zip code, telephone number, including area code, of
registrant's principal executive offices)
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
1995 EXECUTIVE BONUS AND STOCK OPTION PLAN
NON-EMPLOYEE DIRECTORS OPTION PLAN
ORIGINAL DIRECTORS OPTION PLAN
(Full title of the plans)
Matthew M. Rizai
President and Chief Executive Officer
2321 North Loop Drive
Ames, Iowa 50010
Telephone: (515) 296-9908
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Jamie A. Wade, Esq. George C. McKann, Esq.
Engineering Animation, Inc. Gardner, Carton & Douglas
2321 North Loop Drive 321 North Clark Street, Suite 3200
Ames, Iowa 50010 Chicago, Illinois 60610
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Securities Amount to be Proposed Maximum Aggregate Offering Amount of
to be Registered Registered (1) Offering Price Per Share Price Registration Fee
------------------- -------------- ------------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, (par value $.01 per share)
-Reserved under Amended and Restated 1994
Stock Option Plan (2) 426,300 $23.50 $10,018,050 $3,035.77
-Outstanding under Amended and Restated
1994 Stock Option Plan (3) 573,000 $9.60 $5,500,800 $1,666.91
-Outstanding under 1995 Executive Bonus and
Stock Option Plan (4) 147,500 $8.32 $1,226,000 $371.52
-Reserved under Non-Employee Directors
Option Plan (2) 250,000 $23.50 $5,875,000 $1,780.30
-Outstanding under Original Directors
Option Plan (5) 11,808 $ 0.005 $ 59 $ 0.02
TOTAL 1,408,688 $22,619,909 $6,854.52
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</TABLE>
<PAGE>
(1) Together with an indeterminable number of additional shares in order to
adjust the number of shares reserved for issuance pursuant to the plans as
the result of a stock split, stock dividend or similar transaction
affecting the common stock, pursuant to 17 C.F.R. Section 230.416.
(2) Estimated in accordance with Rule 457(c) and (h)(1), the proposed maximum
offering price per share, proposed maximum aggregate offering price and the
amount of the registration fee are based upon the average of the high and
low prices reported on the NASDAQ National Market on December 2, 1996 with
respect to 426,300 shares available for grant under the Amended and
Restated 1994 Stock Option Plan and 250,000 shares available for grant
under the Non-Employee Directors Option Plan.
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the weighted average
exercise price of $9.60 per share for outstanding options to purchase a
total of 573,000 shares of Common Stock.
(4) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the weighted average
exercise price of $8.32 per share for outstanding options to purchase a
total of 147,500 shares of Common Stock.
(5) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the weighted average
exercise price of $0.005 per share for outstanding options to purchase
a total of 11,808 shares of Common Stock.
<PAGE>
ENGINEERING ANIMATION, INC.
Cross Reference Sheet Pursuant to Regulation S-K, Item 501(b)
<TABLE>
<CAPTION>
Form S-3 Item Number and Caption Location in Prospectus
-------------------------------- ----------------------
<S> <C>
1. Forepart of Registration Statement and
Outside Front Cover . . . . . . . . . . . . . Outside Front Cover
2. Inside Front and Outside Back Cover Pages
of Prospectus . . . . . . . . . . . . . . . . Inside Front and Outside Back Cover Page
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges . . . . . . . . . Risk Factors
4. Use of Proceeds . . . . . . . . . . . . . . . . . Use of Proceeds
5. Determination of Offering Price . . . . . . . . . *
6. Dilution . . . . . . . . . . . . . . . . . . . . *
7. Selling Security Holders . . . . . . . . . . . . Selling Stockholders
8. Plan of Distribution . . . . . . . . . . . . . . Front Cover Page; Plan of Distribution
9. Description of Securities to be Registered . . . *
10. Interests of Named Experts and Counsel . . . . . *
11. Material Changes . . . . . . . . . . . . . . . . *
12. Incorporation of Certain Information
by Reference . . . . . . . . . . . . . . . . . . Incorporation of Certain Documents by Reference
13. Disclosure of Commission Position of
Indemnification . . . . . . . . . . . . . . . . *
</TABLE>
_________________________________________
* Not applicable or answer is in the negative.
<PAGE>
PROSPECTUS
ENGINEERING ANIMATION, INC.
279,493 SHARES OF COMMON STOCK
(par value $.01 per share)
This Prospectus may be used by certain persons (the "Selling
Stockholders") who may be deemed to be affiliates of Engineering Animation,
Inc., a Delaware corporation (the "Company" or "EAI"), to sell shares of
Common Stock, $.01 par value per share, of the Company (the "Common Stock"),
which have been acquired or will be acquired by the Selling Stockholders
pursuant to the exercise of all or any portion of certain stock options
granted pursuant to the Company's Amended and Restated Stock Option Plan
("Option Plan"), Non-Employee Directors Option Plan ("Director Plan"), 1995
Executive Bonus and Option Plan ("Bonus Plan") and Original Directors Option
Plan (the "Original Directors Plan") (the Option Plan, Director Plan,
Bonus Plan and Original Directors Plan are referred to together as the
"Plans"). It is anticipated that the Selling Stockholders will offer shares
of Common Stock for sale at prevailing prices on the Nasdaq National Market
("Nasdaq") on the date of sale. All proceeds from any sale of such shares of
Common Stock will inure to the benefit of the Selling Stockholders. The
Company will receive none of the proceeds from the sale of the shares of
Common Stock which may be offered hereby, but may receive funds upon the
exercise of stock options pursuant to which the Selling Stockholders will
acquire the shares of Common Stock covered by this Prospectus, which funds,
if any, will be used by the Company for working capital. All expenses of the
registration incurred in connection herewith are being borne by the Company,
but all selling and other expenses incurred by individual Selling
Stockholders will be borne by such Selling Stockholders.
The Common Stock is listed and traded on Nasdaq under the symbol EAII. On
December 2, 1996, the last reported sale price was $23.50 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR CERTAIN INFORMATION THAT SHOULD
BE CONSIDERED BY PROSPECTIVE INVESTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December 6, 1996.
<PAGE>
No person has been authorized to give any information or make any
representations not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or the Selling Stockholders. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the Common Stock in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation.
No action has been or will be taken in any jurisdiction by the Company or
the Selling Stockholder that would permit a public offering of the Common Stock
or possession or distribution of this Prospectus in any jurisdiction where
action for that purpose is required, other than in the United States. Persons
into whose possession this Prospectus comes are required by the Company and the
Selling Stockholder to inform themselves about and to observe any restrictions
as to the offering of the Common Stock and the distribution of this Prospectus.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement under the Securities
Act of 1933, as amended (the "Securities Act") with respect to the Common Stock
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules thereto. For
further information with respect to the Company and the Common Stock, reference
is made to such Registration Statement, including the exhibits and schedules
thereto, a copy of which may be obtained from the Securities and Exchange
Commission. The statements contained in this Prospectus as to the contents of
any document filed as an exhibit are of necessity brief descriptions thereof and
are not necessarily complete; each such statement is qualified in its entirety
by reference to such document. The Registration Statement, including exhibits
and schedules thereto, may be inspected without charge at the facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and the regional offices of the Commission located
at Seven World Trade Center, New York, New York 10048 and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of the
materials may be obtained from the Public Reference Section of the Commission,
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
its public reference facilities in New York, New York, and Chicago, Illinois, at
prescribed rates. In addition, electronically filed documents, including
reports, proxy and information statements and other information regarding the
Company, can be obtained from the SEC's Web site at: http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference, except as superseded or modified
herein:
1. The Company's Prospectus, filed on or about February 28, 1996
pursuant to Rule 424(b) promulgated under the Securities Act;
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996; and
3. The description of the shares of the Company's Common Stock, $.01
par value per share, contained in the Company's Registration Statement on
Form 8-A (Registration No. 2-7670), filed with the Commission on January
31, 1996 registering such shares pursuant to Section 12 of the Exchange Act
including any amendment or report updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of Common Stock shall be deemed to be incorporated
in and made a part of this Prospectus by reference from the date of filing such
documents. Any
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<PAGE>
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent of a statement contained herein or in any
subsequently filed document that is also incorporated by reference herein
modifies or replaces such statement. Any statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
Upon oral or written request, the Company will provide without charge a
copy of any document incorporated in this Prospectus by reference, exclusive of
exhibits (unless such exhibits are specifically incorporated by reference into
such documents), to each person, including any beneficial owner, to whom this
Prospectus is delivered. Requests for such documents should be directed to
Engineering Animation, Inc., 2321 North Loop Drive, Ames, Iowa 50010, Attention:
Corporate Secretary (telephone 515/296-9908).
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<PAGE>
THE COMPANY
EAI develops, produces and sells three dimensional ("3D") animation
products that address visualization, animation and graphic needs of its
customers in commercial markets. EAI uses its proprietary 3D animation
technology and extensive library of computer generated animation assets to serve
customers that demand realistic, high quality 3D animation at a reasonable price
within a short time frame. As computing power for 3D capabilities continues to
rise and the cost of this technology continues to decline, the Company believes
3D animation will become increasingly important as a means to educate and
communicate.
The Company was incorporated in 1988 in Iowa and, in December 1995,
reincorporated in Delaware. The Company maintains its executive offices at 2321
North Loop Drive, Ames, Iowa 50010. The Company's telephone number is (515)
296-9908; its Internet e-mail address is [email protected]; and its World Wide Web
home site is at http://www.eai.com. Information contained in the Company's
World Wide Web home site shall not be deemed to be a part of this Prospectus.
RISK FACTORS
In addition to the other information in this Prospectus, the following
should be considered carefully by prospective investors in evaluating the
Company and its business before purchasing shares of Common Stock offered
hereby.
VARIABILITY OF OPERATING RESULTS
The Company has experienced and expects to continue to experience
fluctuations in its quarterly results. The Company's revenues are affected by a
number of factors, including the timing of the introduction of new interactive
software products and animation software tools by the Company and its
competitors, seasonality of certain customer purchases of interactive software
products, products mix, general economic conditions and the Company's ability to
obtain agreements from publishers and distributors to market the Company's
interactive software products. The Company's operating results also will vary
significantly depending on changes in pricing, changes in customer budgets and
the volume and timing of orders received during the quarter, which are difficult
to forecast. EAI's interactive software products may experience some effect of
seasonality created by the academic school year. As a result of the foregoing
and other factors, the Company may experience material fluctuation in future
revenues and operating results on a quarterly or annual basis. Therefore, the
Company believes that period to period comparisons of its revenues and operation
results are not necessarily meaningful and should not be relied upon as
indicators of future performance.
TECHNOLOGICAL CHANGE
The Company's success depends on its ability to develop and sell new
products, port its animation software tools to new platforms and continue to
produce high quality computer animations in a timely and cost effective manner.
In addition, the Company must continually anticipate, and adapt its products to,
emerging computer technologies and capabilities, such as enhanced sound, music,
video and speech generation. The life cycles of the Company's products are
difficult to estimate because the markets that the Company targets are in the
early stages of development and because of uncertainties arising from the effect
of future product enhancements, future developments in hardware and software
technology and future competition. If the Company's products become outdated
and lose market share or if new products or existing product upgrades are not
introduced when demanded by the market or are not accepted by the market, the
Company's revenues and operating results could be materially adversely affected.
There is no assurance that the Company will be able to introduce new products on
a timely basis or that such new products will be accepted in the market.
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<PAGE>
DEPENDENCE ON EMERGING MARKETS
The markets for animation software tools, interactive multimedia software
titles and other Company products are emerging and dependent on a number of
variables, including consumer preferences, the rate of adoption of new
technology, shipments of multimedia personal computers and the installed base of
multimedia personal computers. There can be no assurance that these markets
will continue to grow. There can be no assurance that the Company's products
will be accepted by their respective markets or that the Company will be able to
respond effectively to the evolving requirements of those markets.
DEPENDENCE ON EMERGING MARKET FOR ANIMATION SOFTWARE TOOLS
The market for animation software tools in the design automation software
market is emerging and dependent on a number of variables, including customer
preferences and the rate of adoption of new technology. There can be no
assurance that this market will continue to grow or that the Company's animation
software tools will be accepted by the market. The Company's growth is
dependent in part on significant demand for its animation software tools.
RELIANCE ON THIRD PARTIES TO MARKET AND DISTRIBUTE INTERACTIVE SOFTWARE PRODUCTS
EAI's strategy has been to rely upon third parties to market and distribute
its interactive software titles. EAI does not have an exclusive relationship
with any of the current distributors of its interactive software titles. EAI's
relationships with such distributors have involved contracts that address a
single product or title for a specific market area and do not constitute
continuing marketing and distribution agreements. In addition, the Company
frequently receives development funding and commences work on a project before a
written contract is executed. There can be no assurance that EAI's
relationships with such publisher will continue or that the Company will be able
to find other means to market and distribute its interactive software products.
Failure to continue such relationships, establish new relationships or develop
independent means of marketing and distributing interactive software products
could have a material adverse effect on the Company's' revenues and operating
results.
COMPETITION
EAI expects significant competition in each of its three product lines:
INTERACTIVE SOFTWARE PRODUCTS
The interactive software publishing industry is intensely competitive. The
Company's sales to academic and consumer markets may be adversely affected by
the increasing number of competitive products. EAI's interactive software
products will compete directly against educational software products on anatomy,
health and medical topics and, to a lesser extent, against traditional print
textbooks on anatomy and medicine. EAI's competitors in this area include a
large number of companies, some of which have substantially greater financial,
technical, marketing and other resources than EAI, such as Broderbund Software
Inc., SoftKey International Inc., Sierra On-Line, Inc. and Davidson &
Associates. Moreover, large corporations, such as Disney and Microsoft
Corporation ("Microsoft"), which have substantial bases of intellectual property
content and substantial financial resources, have entered or announced their
intention to enter the market for consumer software.
ANIMATION SOFTWARE TOOLS
Large computer companies or companies competing in the CAID/CAD/CAE/CAM
market could offer products with the same or similar functionality as offered by
the Company's animation software tools. Such companies, some of which have
substantially greater financial and other resources than EAI, include IBM,
Parametric Technology Corp. ("Parametric Technology"), Silicon Graphics, Inc.
("SGI") and Autodesk Inc.
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<PAGE>
Although the Company believes it has a technological advantage over potential
competitors in these markets, maintaining its advantage will require continuing
investment by the Company in research and development and sales and marketing.
There can be no assurance that the Company will have sufficient resources to
make such investments or that such investments will be successful.
While the Company believes that many publishers of computer graphics
imaging and animation software target the entertainment market, these
entertainment oriented firms could shift their efforts to commercial markets in
which EAI's animation software tools compete. These entertainment oriented
software publishers, some of which have substantially greater financial,
technical, marketing and other resources than EAI, including Microsoft (which
acquired SoftImage, Inc.), SGI (which acquired Wavefront Technologies, Inc. and
Alias Research, Inc.) and Pixar. Other large companies expected to introduce
animation tools include Autodesk Inc. and Macromedia, Inc.
CUSTOM ANIMATION PRODUCTS
While the Company believes that most special effects firms target the
entertainment and advertising markets, these firms could refocus their efforts
on the commercial markets in which EAI's custom animation products compete.
These special effects firms, some of which have substantially greater financial,
technical, marketing and other resources than EAI, include Pixar, Dreamworks
SKG, Industrial Light and Magic (a division of Lucasfilm Limited) and Digital
Domain. In addition, a large number of small companies provide custom animation
to commercial markets as a complement to their primary business of studio film
production, engineering consulting and communications consulting. In 1995,
approximately 62% of the Company's net revenues were derived from sales of
custom animation products.
PROTECTION OF PROPRIETARY RIGHTS
The Company's success and ability to compete is dependent in part upon its
extensive proprietary technology and databases. The Company relies primarily on
a combination of copyright, trademark and trade secret laws, employee and third
party non-disclosure and non-competition agreements and other methods to protect
its proprietary rights. There can be no assurance that these measures will
prevent the Company's competitors from obtaining or using the Company's
proprietary technology and databases. Certain of the Company's products include
mechanisms intended to prevent or inhibit unauthorized copying. In addition,
the Company packages its animation software tools with license agreements, which
prohibit unauthorized copying of such products. Unauthorized copying does,
however, occur in the software industry, and if a significant amount of
unauthorized copying of the Company's products were to occur, the Company's
revenues and operating results could be adversely affected. The laws of certain
countries in which the Company's products are or may be distributed do not
protect the Company's products and proprietary rights to the same extent as do
the laws of the United States. Furthermore, as the number of software products
in the industry increases and the functionality of these products further
overlaps, software developers may increasingly become subject to infringement
claims. There can be no assurance that third parties will not assert
infringement claims against the Company in the future with respect to current or
future products, or that any such assertion will not require the Company to
enter into royalty arrangements or result in costly litigation.
DEPENDENCE ON KEY PERSONNEL
The Company's future success depends in large part on the continued service
of its key technical, marketing, sales and management personnel and on its
ability to continue to attract, motivate and retain highly qualified employees.
The Company's key employees may voluntarily terminate their employment with the
Company at any time. Competition for such employees is intense and the process
of locating key technical and management personnel with the combination of
skills and attributes required to execute the Company's strategy can be lengthy.
Accordingly, the loss of the services of key personnel could have a material
adverse effect on the Company's revenues, operating results and financial
condition. The Company maintains key person insurance
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<PAGE>
covering certain of its executive officers. However, the amount of insurance
may not be sufficient to offset the Company's loss of the services of any of its
executive officers.
MANAGEMENT OF GROWTH
The Company has experienced and may continue to experience rapid growth,
which could place a significant strain on the Company's employees, operating
procedures, financial resources and information systems. The Company plans to
introduce a significant number of new products, increase its production capacity
and development expenditures, expand its sales and marketing initiatives and
hire additional employees. Such activities will require significant managerial
expertise. If the Company is unable to manage its growth effectively, the
Company's operating results and financial condition could be materially
adversely affected.
RISK OF LIABILITY CLAIMS BY CUSTOMERS
Although the Company has not experienced product liability claims by
customers, the Company could experience such claims in the future. The Company
has general liability insurance and insurance for errors and omissions in the
content of its products. If a liability claim were to be made, there can be no
assurance that the Company would be successful in defending against the claim
or, if unsuccessful, that the amount of insurance coverage, if any, would be
sufficient to pay the claim.
CONTROL BY MANAGEMENT STOCKHOLDERS
As of the date of this Prospectus, the directors and executive officers of
the Company beneficially own approximately 50.6% of the outstanding Common
Stock. As a result, such persons have the ability to control the Company and
direct its affairs and business. Such concentration of ownership may have the
effect of delaying or preventing a change in control of the Company.
SHARE PRICE VOLATILITY
The trading price of the Common Stock could be subject to wide fluctuations
in response to quarter to quarter variations in operating results, changes in
earnings estimates by analysts, announcements of technological innovations or
new products by the Company or its competitors, general condition in the
software and computer industries and other events or factors. In addition, in
recent years the stock market in general, and the shares of technology companies
in particular law experienced extreme price fluctuations. This volatility has
had a substantial effect on the market prices of securities issued by many
companies for reasons unrelated to the operating performance of the specific
companies. These broad market fluctuations may adversely affect the market
price of the Common Stock.
ANTI-TAKEOVER PROVISIONS
The Company's Certificate of Incorporation and By-laws and Delaware law
contain provisions that may have the effect of delaying, deferring or preventing
a non-negotiated merger or other business combination involving the Company.
These provisions are intended to encourage any person interested in acquiring
the company to negotiate with and obtain the approval of the Board of Directors
in connection with the transaction. Certain of these provisions may, however,
discourage a future acquisition of the company not approved by the Board of
Directors in which stockholders might receive a value for their shares that a
substantial number or even a majority of the Company's stockholders might
believe to be in their best interest. As a result, stockholders who desire to
participate in such a transaction may not have the opportunity to do so. Such
provisions could also discourage bids for the shares of Common Stock at a
premium, as well as create a depressive effect on the market price of the shares
of Common Stock. Such provisions include, among other things, a classified
Board of Directors serving staggered three-year terms, the elimination of
stockholder voting by consent, a provision providing that only
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a majority of the Board of Directors, the Chairman or the President can call a
special meeting of stockholders, and a provision permitting removal of directors
only for cause and only by the holders of at least 80% of the outstanding shares
of stock entitled to vote generally in the election of directors, voting
together as a single class. In addition to the Common Stock, the Company's
Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares
of preferred stock. The Company has no current plans to issue any shares of
preferred stock. However, because the rights and preferences for any series of
preferred stock may be set by the Board of Directors in its sole discretion, the
Company may issue preferred stock which has rights and preferences superior to
the rights of holders of shares of the Common Stock and thus may adversely
affect the rights of holders of shares of Common Stock. In addition, the Board
of Directors intends to adopt a Stockholders Rights Plan that may have an anti-
takeover effect and may discourage or prevent takeover attempts not first
approved by the Board of Directors (including takeovers that certain
stockholders may deemed to be in their best interests).
DIVIDENDS
The Company has not paid any dividends and does not currently anticipate
paying cash dividends in the future. There can be no assurance that the Company
will ever pay cash dividends.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common Stock
by the Selling Stockholders, but may receive funds upon the exercise of stock
options pursuant to which the Selling Stockholders will acquire shares of Common
Stock covered by this Prospectus, which funds, if any, will be used by the
Company for working capital.
SELLING STOCKHOLDERS
The shares of Common Stock covered by this Prospectus are being registered
for reoffers and resales by Selling Stockholders of the Company who may acquire
such shares of Common Stock pursuant to the exercise of stock options granted
under the Plans. The Selling Stockholders named on the following table may
resell all, a portion, or none of the shares of Common Stock that they acquire
pursuant to the exercise of stock options under the Plans.
Key employees deemed to be "affiliates" of the Company who acquire
registered Common Stock under the Plans may be added to the Selling Stockholders
listed below from time to time, either by means of a post-effective amendment
hereto or by use of a prospectus filed pursuant to Rule 424(c) under the
Securities Act. An "affiliate" is defined in Rule 144 under Securities Act as
a "person that directly, or indirectly, through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Company."
The following table sets forth information with respect to the number of
shares of Common Stock beneficially owned by each of the Selling Stockholders as
of November 15, 1996. The address of each Selling Stockholder is c/o
Engineering Animation, Inc., 2321 North Loop Drive, Ames, Iowa 50010, except as
otherwise noted.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME OF SELLING STOCKHOLDER AND NUMBER OF SHARES COVERED BY SHARES BENEFICIALLY OWNED
POSITION WITH THE COMPANY BENEFICIALLY OWNED (1) THIS PROSPECTUS AFTER THE OFFERING (2)
------------------------- ---------------------- --------------- ----------------------
NUMBER PERCENTAGE
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<S> <C> <C> <C> <C>
Matthew M. Rizai, Ph.D., Chairman, 781,278 76,000 705,278 14.78%
Chief Executive Officer,
President, Treasurer and
Director (3)
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<PAGE>
Martin J. Vanderploeg, Ph.D., 781,278 76,000 705,278 14.78%
Executive Vice President and
Director (4)
Jamie A. Wade, Vice President 39,166 13,125 26,041 *%
Administration, General Counsel,
Secretary and Director (5)
Michael K. Jewell, Vice President of 43,500 10,400 33,100 *%
Finance and Chief Financial
Officer (6)
Jay E. Shannan, Ph.D., Vice 242,816 8,250 234,566 4.99%
President of Operations (7)
Jeff D. Trom, Ph.D., Vice President 536,184 8,250 527,934 11.23%
of Software Development (8)
Michael J. Jablo, Vice President of 39,500 15,000 24,500 *%
Software Sales and Marketing (9)
Michael Crow, Ph.D., Director (10) 58,132 1,800 56,332 1.20%
Laurence J. Kirshbaum, Dierctor (11) 3,000 1,500 1,500 *%
Terran Boylan, Director of Animation 3,111 1,100 2,011 *%
Technology (12)
Michael Carter, Senior Software 3,000 1,080 1,920 *%
Engineer (13)
Patrick Cleary, Senior Litigation 3,750 1,500 2,250 *%
Consultant (14)
Carol Jacobson, Senior Director of 9,166 3,000 6,166 *%
Business Development (15)
Lori Lashaway, Director Business 5,266 2,760 2,506 *%
Development (16)
Katherine Lattie, Senior Project 3,000 1,100 1,900 *%
Manager (17)
Alan Lynch, Senior Project 3,972 1,500 2,472 *%
Manager (18)
James Lynch, Senior Research 8,600 4,950 3,650 *%
Engineer (19)
Afshin Mikaili, Senior Project 5,572 1,300 4,272 *%
Manager (20)
Adrian Penn, Senior Project 3,005 1,050 1,955 *%
Manager (21)
Peter Ratiu, Senior Project 5,000 1,000 4,000 *%
Manager (22)
Mike Sellberg, Senior Project 3,250 1,300 1,950 *%
Manager (23)
-9-
<PAGE>
Todd Teske, Software Engineer (24) 3,800 2,250 1,550 *%
Craig Weiss, Senior Project 4,372 2,250 2,122 *%
Manager (25)
Keith Crandell, former Director (26) 13,008 13,008 0 0
James Bernard, former Director (27) 154,434 3,000 151,434 3.22%
Other Selling Stockholders (28) 142,193 27,020 115,173 2.44
</TABLE>
* Less than 1% of the outstanding Common Stock.
(1) Includes shares of Common Stock subject to options which have not yet
vested and therefore are not exercisable within 60 days of the date
hereof, although such shares of Common Stock are not "beneficially
owned" within the meaning of Section 13(d) of the Exchange Act.
(2) Based upon 4,694,760 shares of Common Stock outstanding as of
November 15, 1996, plus in the case of each Selling Stockholder
assuming that all shares of Common Stock covered by this prospectus
are sold and that no additional shares are purchased or sold by any
Selling Stockholder.
(3) Includes 500,000 shares held by the Matthew Rizai Family Limited
Partnership and 262,344 shares issuable upon exercise of options.
(4) Includes 262,344 shares issuable upon exercise of options.
(5) Consists of 4,166 shares owned by Davis, Brown, Koehn 401(k) Plan
f/b/a Jamie A. Wade and 35,000 shares issuable upon exercise of
options.
(6) Consists of shares issuable upon exercise of options.
(7) Includes 17,250 shares issuable upon exercise of options.
(8) Includes 17,250 shares issuable upon exercise of options.
(9) Includes 37,500 shares issuable upon exercise of options.
(10) Includes 4,500 shares issuable upon exercise of options.
(11) Consists of shares issuable upon exercise of options.
(12) Includes 3,000 shares issuable upon exercise of options.
(13) Consists of shares issuable upon exercise of options.
(14) Consists of shares issuable upon exercise of options.
(15) Consists of 1,666 shares held jointly with Carl Jacobson and 7,500
shares issuable upon exercise of options.
(16) Includes 4,600 shares issuable upon exercise of options.
(17) Consists of shares issuable upon exercise of options.
(18) Consists of 222 shares held jointly with Mary Lynch and 3,750 shares
issuable upon exercise of options.
(19) Includes 8,250 shares issuable upon exercise of options.
(20) Includes 1,111 shares held jointly with Mastafa Mikaili and Hajar
Mahmoubian and 3,250 shares issuable upon exercise of options.
(21) Consists of 3,000 shares issuable upon exercise of options and 5
shares held jointly with Anne Penn.
(22) Consists of shares issuable upon exercise of options.
-10-
<PAGE>
(23) Consists of shares issuable upon exercise of options.
(24) Includes 3,750 shares issuable upon exercise of options.
(25) Consists of 622 shares held jointly with Sue Weiss and 3,750 shares
issuable upon exercise of options.
(26) Consists of shares issuable upon exercise of options. Mr. Crandell's
address is 610 South Stough, Hinsdale, Illinois 60521.
(27) Includes 3,000 shares issuable upon exercise of options. Dr.
Bernard's address is 2201 Timberland, Ames, Iowa 50014.
(28) Includes 97 employees who own an aggregate of 15,143 shares and who
hold options to purchase 127,050 shares of Common Stock. For each of
these employees, the number of shares covered by this prospectus is
fewer than 1,000.
-11-
<PAGE>
PLAN OF DISTRIBUTION
Any shares of Common Stock sold pursuant to this Prospectus will be sold by
the Selling Stockholders for their own accounts and they will receive all
proceeds from any such sales. The Company will receive none of the proceeds
from the sale of shares of Common Stock which may be offered hereby but may
receive funds upon the exercise of the stock options pursuant to which the
Selling Stockholders will acquire shares of Common Stock covered by this
Prospectus, which funds, if any, will be used by the Company for working
capital. The Selling Stockholders have not advised the Company of any specific
plans for distribution of the shares of the Common Stock covered by this
Prospectus, but, if and when shares of Common Stock are sold, it is anticipated
that shares of Common Stock will be sold from time to time primarily in
transactions on Nasdaq at the market price then prevailing. Sales may also be
made in negotiated transactions or otherwise, at prices related to such
prevailing market price or otherwise. If shares of Common Stock are sold
through brokers, the Selling Stockholders may pay customary brokerage
commissions and charges. The Selling Stockholders may effect such transactions
by selling shares of Common Stock to or through broker-dealers, and such broker-
dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchaser of Common Stock
for whom such broker-dealers may act as agent or to whom they may sell as
principal, or both (which compensation as to a particular broker-dealer might be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any profit on the
resale of shares of Common Stock as principal might be deemed to be underwriting
discounts and commissions under the Securities Act. Shares of Common Stock
covered by this Prospectus may also be sold pursuant to Rule 144 under the
Securities Act rather than pursuant to this Prospectus.
In order to comply with certain state securities laws, if applicable, the
Common Stock will not be sold in a particular state unless such securities have
been registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.
LEGAL OPINION
The legality of the shares of Common Stock offered hereby will be passed
upon for the Company by Gardner, Carton & Douglas, Chicago, Illinois.
EXPERTS
The financial statements of the Company as of December 31, 1994 and 1995
and for each of the three years in the period ended December 31, 1995,
incorporated by reference herein and elsewhere in the Registration Statement
have been incorporated by reference herein and in the Registration Statement in
reliance upon reports by Ernst & Young LLP, independent auditors, incorporated
by reference herein and upon authority of such firm as experts in accounting and
auditing.
-12-
<PAGE>
ENGINEERING ANIMATION, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in to this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:
1. The Company's Prospectus, filed on or about February 28,
1996 pursuant to Rule 424(b) promulgated under the Securities Act;
2. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated January 31, 1996
filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report filed for
the purpose of updating such description; and
3. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996.
In addition, each document filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation and by-laws provide that the
Company shall, subject to certain limitations, indemnify its directors and
officers against expenses (including attorneys' fees, judgments, fines and
certain settlements) actually and reasonably incurred by them in connection with
any suit or proceeding to which they are a party so long as they acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to a criminal action or
proceeding, so long as they had no reasonable cause to believe their conduct to
have been unlawful.
Section 102 of the Delaware General Corporation Law ("DGCL") permits a
Delaware corporation to include in its certificate of incorporation a provision
eliminating or limiting a director's liability to a corporation or its
stockholders for monetary damages for breaches of fiduciary duty. DGCL Section
102 provides, however, that liability for breaches of the duty of loyalty, acts
or omissions not in good faith or involving intentional misconduct, or knowing
violation of the law, and the unlawful purchase or redemption of stock or
payment of unlawful dividends or the receipt of improper personal benefits
cannot be eliminated or limited in this manner. The
II-1
<PAGE>
Company's Certificate of Incorporation includes a provision which eliminates, to
the fullest extent permitted, director liability for monetary damages for
breaches of fiduciary duty.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Certain unregistered securities were issued by the Company pursuant to the
Plans prior to the effective date of this Registration Statement. Such
securities were issued in reliance upon an exemption from registration provided
by Rule 701 promulgated under the Securities Act or by Section 4(2) of the
Securities Act. All such securities were issued to persons who were at such
time employees or consultants of the Company and who were in possession of
sufficient information to make an informed investment decision.
ITEM 8. INDEX TO EXHIBITS.
Exhibit Number Description of Document
-------------- -----------------------
3.1 Certificate of Incorporation*
3.2 By-laws*
4.1 Amended and Restated 1994 Stock Option Plan*
4.2 Non-Employee Directors Stock Option Plan*
4.3 Option Agreement by and between the Company and Matthew
M.. Rizai, dated February 11, 1995*
4.4 Option Agreement by and between the Company and Martin
J. Vanderploeg, dated February 11, 1995*
4.5 Option Agreement by and between the Company and Jay E.
Shannan, dated February 11, 1995*
4.6 Option Agreement by and between the Company and Jeff D.
Trom, dated February 11, 1995*
4.7 Option Agreement by and between the Company and Jamie
A. Wade, dated February 11, 1995*
4.8 Option Agreement by and between the Company and Keith
Crandell, dated November, 1995
5.1 Opinion of Gardner, Carton & Douglas regarding legality
of securities
23.1 Consent of Ernst & Young LLP
23.2 Consent of Gardner, Carton & Douglas (included in
exhibit 5.1)
24.1 Powers of Attorney (included on signature page)
_____________
* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (33-80705).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(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-2
<PAGE>
(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;
(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 with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this 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 Registrant hereby undertakes that, for purposes of determining
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 this registration
statement shall be deemed to be a new registration statement relating to the
securities offering herein, 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 provisions described in Item 6 of this
registration statement, or otherwise, the Registrant has been advised that in
the opinion of the 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 section,
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.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, 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 AMES, STATE OF IOWA, ON THIS 1ST DAY OF
NOVEMBER 1996.
ENGINEERING ANIMATION, INC.
By: /s/ Matthew M. Rizai
--------------------------------------
Matthew M. Rizai
CHAIRMAN, CHIEF EXECUTIVE OFFICER,
PRESIDENT, TREASURER AND DIRECTOR
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, THAT EACH OF THE UNDERSIGNED HEREBY
CONSTITUTES AND APPOINTS, JOINTLY AND SEVERALLY, MATTHEW M. RIZAI AND JAMIE A.
WADE, OR EITHER OF THEM (WITH FULL POWER TO EACH OF THEM TO ACT ALONE), AS HIS
TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, EACH WITH FULL POWER OF
SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND ON HIS BEHALF TO SIGN, EXECUTE AND
FILE THIS REGISTRATION STATEMENT AND ANY OR ALL AMENDMENTS (INCLUDING, WITHOUT
LIMITATION, POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO
FILE THE SAME, WITH ALL EXHIBITS THERETO AND NAY ALL DOCUMENTS REQUIRED TO BE
FILED WITH RESPECT THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY
REGULATORY AUTHORITY, GRANTING UNTO SUCH ATTORNEYS-IN-FACT AND AGENTS, AND EACH
OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING
REQUISITE AND NECESSARY TO BE DONE IN CONNECTION THEREWITH AND ABOUT THE
PREMISES IN ORDER TO EFFECTUATE THE SAME AS FULLY TO ALL INTENTS AND PURPOSES
AS HE MIGHT OR COULD DO IF PERSONALLY PRESENT, HEREBY RATIFYING AND CONFIRMING
ALL THAT SUCH ATTORNEYS-IN-FACT AND AGENTS, OR ANY OF THEM, OR HIS OR THEIR
SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THIS 1ST DAY OF NOVEMBER, 1996.
SIGNATURES TITLE
- ---------- -----
/s/ Matthew M. Rizai Chairman, Chief Executive Officer,
- ----------------------------- President, Treasurer and Director
Matthew M. Rizai (Principal Executive Officer)
/s/ Martin J. Vanderploeg Executive Vice President and Director
- -----------------------------
Martin J. Vanderploeg
/s/ Michael K. Jewell Vice President of Finance and Chief
- ----------------------------- Financial Officer (Principal
Michael K. Jewell Financial and Accounting Officer)
/s/ Jamie A. Wade Vice President of Administration,
- ----------------------------- General Counsel, Secretary and
Jamie A. Wade Director
/s/ Michael Crow Director
- -----------------------------
Michael Crow
/s/ Laurence J. Kirshbaum Director
- -----------------------------
Laurence J. Kirshbaum
S-1
<PAGE>
INDEX TO EXHIBITS.
Exhibit Number Description of Document
- -------------- -----------------------
3.1 Certificate of Incorporation*
3.2 By-laws*
4.1 Amended and Restated 1994 Stock Option Plan*
4.2 Non-Employee Directors Stock Option Plan*
4.3 Option Agreement by and between the Company and Matthew M..
Rizai, dated February 11, 1995*
4.4 Option Agreement by and between the Company and Martin J.
Vanderploeg, dated February 11, 1995*
4.5 Option Agreement by and between the Company and Jay E.
Shannan, dated February 11, 1995*
4.6 Option Agreement by and between the Company and Jeff D.
Trom, dated February 11, 1995*
4.7 Option Agreement by and between the Company and Jamie A.
Wade, dated February 11, 1995*
4.8 Option Agreement by and between the Company and Keith
Crandell, dated November, 1995
5.1 Opinion of Gardner, Carton & Douglas regarding legality of
securities
23.1 Consent of Ernst & Young LLP
23.2 Consent of Gardner, Carton & Douglas
(included in exhibit 5.1)
24.1 Powers of Attorney (included on signature page)
_____________
* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (33-80705).
E-1
<PAGE>
ENGINEERING ANIMATION, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-Qualified Stock Option ("Option") amends and replaces one certain
stock option dated April 25, 1992 between Keith Crandell and Engineering
Animation, Inc. The purpose of this Option is to give effect to a stock
dividend declared by the Board of Directors on June 9, 1994 and to make other
minor clarifications of the original Option. This amended Option grants the
right to purchase a total of 23,616 shares of common stock of Engineering
Animation, Inc., an Iowa Corporation, (the "Company") to Keith Crandell, (the
"Participant") at a price of $.0025 per share and replaces the April 25,
1992, stock option.
EXERCISE OF OPTION. This Option shall be exercisable at any time on or prior
to December 31, 2002.
METHOD OF EXERCISE. This Option shall be exercisable by a written notice to
the Company at its principal office in Ames, Iowa which shall state the
election to exercise the Option, the number of shares in respect of which it
is being exercised, the person in whose name the stock certificate or
certificates for such shares of stock is to be registered, the person's
address and social security number, such representations and agreements as
required by Company's counsel, and payment of the purchase price of any
shares with respect to which the Option is being exercised.
RESTRICTIONS TO COMPLY WITH SECURITIES LAWS. This Option may not be
exercised if the issuance of the shares upon such exercise would constitute a
violation of any applicable Federal or State securities or other law or valid
regulation. As a condition to the exercise of this Option, the Company may
require the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law or
regulation or other restriction or agreement binding upon or otherwise affecting
the shares to the Company.
NON-TRANSFERABILITY OF OPTION. This Option may not be transferred by the
Participant in any manner otherwise than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined
by the Internal Revenue Code or the Employee Retirement Income Security Act
and may be exercised during the lifetime of the Participant only by him or
her or by his or her guardian or legal representative. The terms of this
Option shall be binding upon the executors, administrators, heirs, successors
and assigns of the Participant.
ADJUSTMENTS. This Option shall be adjusted as follows:
(a) The number of shares of Common Stock subject to this Option and
the exercise price for this Option may be appropriately adjusted,
as the Company may determine, for any increase or decrease in the
number of shares of issued Common Stock of the Company resulting
from a subdivision or consolidation of shares whether through
reorganization, payment of a share dividend or other increase or
<PAGE>
-2-
decrease in the number of such shares outstanding effected without
receipt of consideration by the Company, distribution of assets to
shareholders, or the assumption and conversion of outstanding
Options in an acquisition of the Company.
(b) Subject to any required action by the stockholders, if the Company
shall be a party to a transaction involving a sale of
substantially all its assets, a merger or a consolidation, this
Option shall pertain to and apply to the securities to which a
holder of the number of shares of Common Stock subject to the
Option would have been entitled if the Participant actually owned
the stock subject to the Option immediately prior to the time any
such transaction became effective; provided, however, that this
Option may be canceled by the Company as of the effective date of
any such transaction by giving notice to the Participant of its
intention to do so and by permitting the exercise, during the
30-day period preceding the effective date of such transaction, of
this Option.
AMENDMENT AND WAIVER. This Agreement shall not be altered, amended, or
supplemented except by written instruments signed by the parties hereto.
GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Iowa.
NOTICES. All communications provided for herein shall be hand delivered or
sent by registered mail, return receipt requested, to the Company at its Ames
office address or to Keith Crandell at 610 South Scough, Hinsdale, Illinois
60521.
HEADINGS. The headings used herein are solely for the convenience of the
parties and shall not serve to modify or interpret the text of the sections
which they precede.
Dated this ______ day of November, 1995.
COMPANY PARTICIPANT
ENGINEERING ANIMATION, INC. KEITH CRANDELL
By: /s/ Matthew Rizai By: /s/ Keith Crandell 12/11/95
----------------------------- -------------------------------
Matthew Rizai, CEO & President Keith Crandell
<PAGE>
EXHIBIT 5.1
[LETTERHEAD]
December 6, 1996
Engineering Animation, Inc.
2321 North Loop Drive
Ames, IA 50010
Re: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Engineering Animation, Inc., a Delaware
corporation (the "Corporation"), in connection with the filing of a
Registration Statement on Form S-8 by the Corporation under the Securities
Act of 1933, as amended (the "Registration Statement"), which Registration
Statement registers: (i) 426,300 shares of Common Stock of the Corporation,
par value $.01 per share ("Common Stock"), reserved for issuance upon the
exercise of options issuable to eligible employees of the Corporation
pursuant to the Corporation's Amended and Restated 1994 Stock Option Plan
(the "1994 Plan"); (ii) 573,000 shares of Common Stock reserved for issuance
upon the exercise of currently outstanding options granted to employees of
the Corporation pursuant to the 1994 Plan; (iii) 147,500 shares of Common
Stock reserved for issuance upon the exercise of currently outstanding
options granted to employees of the Corporation pursuant to the Corporation's
1995 Executive Bonus and Stock Option Plan; (iv) 250,000 shares of Common
Stock reserved for issuance to non-employee directors of the Corporation
pursuant to the Corporation's Non-Employee Directors Option Plan; and (v)
11,808 shares of Common Stock reserved for issuance upon the exercise of
currently outstanding options granted to a former director of the Corporation
pursuant to the Corporation's Original Directors Option Plan. (The 1994
Plan, the 1995 Executive Bonus and Stock Option Plan, the Non-Employee
Directors Option Plan and the Original Directors Option Plan are referred to
collectively as the "Plans".) In that capacity, we have reviewed the
Certificate of Incorporation and Bylaws of the Corporation, both as amended
to date, the Registration Statement, the Plans, the originals or copies of
corporate records reflecting the corporate action taken by the Corporation in
connection with the approval of the Plans and the issuance of the Common
Stock under the Plans and such other instruments as we have deemed necessary
for the issuance of this opinion.
Based upon the foregoing, we are of the opinion that the Common Stock to
be offered under the Plans has been duly authorized by all requisite action
on the part of the Corporation and, when issued in accordance with the terms
and conditions of the Plans, will be legally issued, fully paid and
non-assessable.
<PAGE>
Engineering Animation, Inc.
December 6, 1996
Page 2
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
GARDNER, CARTON & DOUGLAS
<PAGE>
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement Form S-8 pertaining to the Amended and Restated 1994
Stock Option Plan, the 1995 Executive Bonus and Stock Option Plan, the
Non-Employee Directors Option Plan and the Original Directors Option Plan and
to the incorporation by reference therein of our report dated January 12,
1996 with respect to the financial statements of Engineering Animation, Inc.
included in Registration Statement (Form S-1 No. 33-80705) and related
Prospectus filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Des Moines, Iowa
December 4, 1996
