<PAGE>
As filed with the Securities and Exchange Commission on November 21, 1997
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)
Delaware 42-1323712
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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
(Full title of the plan)
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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share Price
-------------------- ------------ ------------------ ------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, (par value $.01 per share) 190,000 (1)(2) $47.375 (3) $9,011,250 $2,778
</TABLE>
(1) Amount represents the number of shares issuable pursuant to the Plan in
addition to the 999,300 shares registered on Registration Statement No.
333-17393.
<PAGE>
(2) 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.
(3) 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 November 17, 1997 with
respect to 190,000 shares available for grant under the Amended and
Restated 1994 Stock Option Plan.
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION ON FORM S-8
Engineering Animation, Inc. ("Registrant" or the "Company"), has earlier
filed a registration statement on Form S-8 (Registration Statement No. 333-
17393) relating to the Amended and Restated Employee 1994 Stock Option Plan of
Engineering Animation, Inc. (the "Earlier Registration Statement"). This
Registration Statement registers additional shares for offering pursuant to such
Plan. Subject to the final paragraph of Item 3 of Part II of this Registration
Statement, the contents of the Earlier Registration Statement are incorporated
herein by reference.
-2-
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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 Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1997; and
3. 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.
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.
Any statement contained in this Registration Statement or in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in the original Section 10(a) prospectus (as regards any
statement in any previously filed document incorporated by reference herein), or
a statement in any subsequently filed document that is also incorporated by
reference herein or a statement in any subsequent Section 10(a) prospectus,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 8. INDEX TO EXHIBITS.
Exhibit Number Description of Document
- -------------- -----------------------
3.1 Certificate of Incorporation*
3.2 By-laws*
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).
II-1
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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 20TH DAY OF NOVEMBER
1997.
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 20TH DAY OF NOVEMBER, 1997.
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/ Jerome M. Behar Vice President of Finance and Chief Financial
- --------------------------- Officer (Principal
Jerome M. Behar Financial and Accounting Officer)
/s/ Jamie A. Wade Vice President of Administration, General Counsel,
- --------------------------- Secretary and Director
Jamie A. Wade
/s/ Michael Crow Director
- ---------------------------
Michael Crow
/s/ Laurence J. Kirshbaum Director
- ---------------------------
Laurence J. Kirshbaum
S-1
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INDEX TO EXHIBITS.
Exhibit Number Description of Document
- -------------- -----------------------
3.1 Certificate of Incorporation*
3.2 By-laws*
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
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EXHIBIT 5.1
GARDNER, CARTON & DOUGLAS
Suite 3400 - Quaker Tower
321 North Clark Street
Chicago, Illinois 60610-4795
(312) 644-3000
November 20, 1997
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
190,000 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 "Plan"). In that capacity, we have
reviewed the Certificate of Incorporation and Bylaws of the Corporation, both as
amended to date, the Registration Statement, the Plan, the originals or copies
of corporate records reflecting the corporate action taken by the Corporation in
connection with the approval of the Plan and the issuance of the additional
shares of Common Stock under the Plan, the earlier Registration Statement on
Form S-8 (Registration No. 333-17393) relating to Common Stock reserved for
issuance under the Plan 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 Plan 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 Plan, will be legally issued, fully paid and non-assessable.
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>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Engineering Animation, Inc. Amended and Restated 1994
Stock Option Plan of our report dated January 17, 1997 with respect to the
financial statements of Engineering Animation, Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
-----------------------------
Des Moines, Iowa
November 19, 1997
