<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)
1997 NON-QUALIFIED 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>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
---------------- ------------ ------------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, (par value
$.01 per share) 400,000 (1) $47.375 (2) $18,950,000 $5,743
</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 November 17, 1997 with
respect to 400,000 shares available for grant under the 1997 Non-Qualified
Stock Option Plan.
<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 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.
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
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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.
Not Applicable.
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).
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) 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.
II-2
<PAGE>
(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.
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<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 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 Financial and
Jerome M. Behar 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 400,000 shares of Common Stock of the Corporation, par
value $.01 per share ("Common Stock"), reserved for issuance upon the
exercise of options issuable pursuant to the Corporation's 1997 Non-Qualified
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 shares of
Common Stock 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. 1997 Non-Qualified
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
