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As filed with the Securities and Exchange Commission on September 28, 1998
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)
ENGINEERING ANIMATION, INC./TRANSOM, INC. 1996 EQUITY COMPENSATION 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 Share Aggregate Offering Price Registration Fee
---------------- ---------- ------------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock (par value $0.01 per 42,681 (2) $14.66 (3) $625,704 $185.00
share) (1)
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</TABLE>
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(1) Includes associated rights ("Rights") to purchase 1/150 of a share of
Series A Junior Participating Preferred Stock, par value $0.01 per share.
Rights initially are attached to and trade with the Common Stock. The value
attributable to such Rights, if any, is reflected in the market value of
the Common Stock.
(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(h) solely for the purpose of
calculating the registration fee on the basis of the weighted average
exercise price of $14.66 per share.
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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. Annual Report on Form 10-K for the fiscal year ended December
31, 1997;
2. Amendment to Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1997;
3. Quarterly Reports on Form 10-Q for the quarters ended March
31, 1998 and June 30, 1998;
4. Current Reports on Form 8-K, filed March 19, 1998, July 1,
1998 (as amended July 31, 1998) and September 25, 1998; and
5. Description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-4 filed with the
Commission on August 21, 1998, 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 Securities Exchange Act of 1934, as amended
(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,
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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 Company's
Certificate of Incorporation includes a provision that 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.
See Index to Exhibits.
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.
(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 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(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 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 the final adjudication of such issue.
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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 28TH DAY OF
SEPTEMBER, 1998.
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 ANY AND 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 28TH DAY OF SEPTEMBER, 1998.
<TABLE>
<CAPTION>
SIGNATURES TITLE
- ---------- -----
<S> <C>
/s/ Matthew M. Rizai Chairman, Chief Executive Officer, President, Treasurer and Director
- ------------------------------------- (Principal Executive Officer)
Matthew M. Rizai
/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 Accounting Officer)
Jerome M. Behar
/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
</TABLE>
S-1
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INDEX TO EXHIBITS
Exhibit Number Description of Document
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4.1 Specimen Common Stock Certificate*
4.2 Rights Agreement between the Company and First Chicago
Trust Company of New York, dated as of January 1, 1996*
5.1 Opinion of Gardner, Carton & Douglas regarding legality of
securities
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Arthur Andersen LLP
23.5 Consent of PricewaterhouseCoopers LLP
23.6 Consent of Gardner, Carton & Douglas (included in exhibit
5.1)
24.1 Powers of Attorney (included on signature page)
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* Incorporated by reference to the Registrant's Registration Statement
on Form S-1 (No. 33-80705) filed with the Commission on January 31, 1996.
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EXHIBIT 5.1
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GARDNER, CARTON & DOUGLAS
Suite 3400 - Quaker Tower
321 North Clark Street
Chicago, Illinois 60610-4795
(312) 644-3000
September 28, 1998
Engineering Animation, Inc.
2321 North Loop Drive
Ames, Iowa 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
42,681 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 Engineering Animation, Inc./Transom, Inc. 1996 Equity
Compensation 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
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EXHIBIT 23.1
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Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Engineering Animation, Inc./Transom, Inc. 1996 Equity
Compensation Plan, of our report dated January 30, 1998 with respect to the
consolidated financial statements of Engineering Animation, Inc. included in its
Annual Report on Form 10-K for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
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Minneapolis, Minnesota
September 25, 1998
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EXHIBIT 23.2
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Consent of Independent Auditors
We also consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Engineering Animation, Inc./Transom, Inc. 1996
Equity Compensation Plan, of our report dated August 6, 1998 with respect to
the consolidated financial statements of Variation Systems Analysis, Inc.
included in the Engineering Animation, Inc. Current Report on Form 8-K, dated
September 25, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
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Minneapolis, Minnesota
September 25, 1998
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EXHIBIT 23.3
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Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement pertaining to Engineering
Animation, Inc., of our report on Technology Company Ventures, L.L.C. dated
October 14, 1997 included in the Engineering Animation, Inc. Annual Report on
Form 10-K for the year ended December 31, 1997 and to all references to our
firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
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Portland, Oregon,
September 24, 1998
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EXHIBIT 23.4
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Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the use of our report
dated July 9, 1998, and to all references to our Firm, included in or made a
part of this Registration Statement on Form S-8 of Engineering Animation, Inc.
/s/ Arthur Andersen LLP
-----------------------
Ann Arbor, Michigan
September 28, 1998
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EXHIBIT 23.5
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Consent of Independent Public Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Engineering Animation, Inc. (the "Company") of our
report dated April 20, 1998, relating to the consolidated financial statements
of Sense8 Corporation, which appears in the Current Report on Form 8-K/A of the
Company dated July 17, 1998.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
San Jose, California
September 28, 1998
