<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 1998
Registration No. 333-47809
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
------------------
AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------------
Engineering Animation, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 42-1323712
(State or other jurisdiction (IRS Employer
of Identification No.)
incorporation or organization)
</TABLE>
2321 North Loop Drive
Ames, Iowa 50010
(515) 296-9908
(Address, including zip code, and telephone number including
area code, of registrant's principal executive office)
Matthew M. Rizai
President and Chief Executive Officer
2321 North Loop Drive
Ames, Iowa 50010
(515) 296-9908
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
Copies to:
<TABLE>
<S> <C> <C>
Jamie A. Wade, Esq. George C. McKann, Esq. John R. Sagan, Esq.
Engineering Animation, Inc. Gardner, Carton & Douglas Mayer, Brown & Platt
2321 North Loop Drive 321 North Clark Street, Suite 2900 190 South LaSalle Street
Ames, Iowa 50010 Chicago, Illinois 60610 Chicago, Illinois 60603
</TABLE>
------------------------------
Approximate date of commencement of proposed sale to the public: At such time or
times after the effective date of this Registration Statement as the Selling
Stockholders shall determine.
------------------------------
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: /X/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to Offering Price Aggregate Registration
Securities to be Registered be Registered Per Share(1) Offering Price(1) Fee(2)
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per
share(3)
Original Shares................... 1,102,498 $39.9375 $44,031,014 $12,990
Additional Shares................. 439 $44.1875 $19,398 $6
------------------ ------------------ ------------------
Total shares.................... 1,102,937 $44,050,412 $12,996
</TABLE>
(1) Estimated solely for purposes of determining the amount of the registration
fee, in accordance with Rule 457(c) based on (i) with respect to the
Original Shares, the average of the high and low prices of the Common Stock
as reported by the Nasdaq Stock Market National Market on March 9, 1998, and
(ii) with respect to the Additional Shares, the average of the high and low
prices of the Common Stock as reported by the Nasdaq Stock Market National
Market on March 13, 1998.
(2) Of the total registration fee of $12,996, $12,990 was paid at the time of
the initial filing of the Registration Statement and $6 is being paid
herewith.
(3) Includes associated rights ("Rights") to purchase 1/100 of a share of Series
A Junior Participating Preferred Stock, par value $.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.
------------------------------
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Subject to Completion
March 17, 1998
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
Prospectus
1,102,937 SHARES
Engineering Animation, Inc.
COMMON STOCK
(PAR VALUE OF $.01 PER SHARE)
This Prospectus relates to 1,102,937 shares of common stock, $.01 par value per
share ("Common Stock"), of Engineering Animation, Inc., a Delaware corporation
(the "Company" or "EAI"), which may be offered from time to time by the selling
stockholders named herein (the "Selling Stockholders"). The Company will not
receive any of the proceeds from the sale of the Common Stock offered hereby.
The Company will bear the costs relating to the registration of the Common Stock
estimated to be approximately $145,000.
In connection with (i) the merger of COHO, Inc., a wholly owned Iowa subsidiary
of EAI, with and into Cimtech, Inc. ("Cimtech"), an Iowa corporation (the
"Cimtech Merger"); (ii) the merger of Technology Company Ventures, L.L.C., an
Oregon limited liability company ("TCV"), with and into Shell Beaver, L.L.C., a
Delaware limited liability company and a wholly-owned subsidiary of EAI (the
"TCV Merger"), (iii) the merger of Transitory Beaver, Inc., a wholly-owned
Delaware subsidiary of EAI with and into Rosetta Technologies, Inc. ("Rosetta"),
an Oregon corporation (the "Rosetta Merger"), (the Coho Merger, the TCV Merger
and the Rosetta Merger are referred to herein collectively as the "Mergers"),
EAI entered into Registration Rights Agreements with the Selling Stockholders
who had been stockholders of Cimtech or Rosetta or members of TCV, pursuant to
which EAI agreed under certain circumstances to register shares of Common Stock
held by those Selling Stockholders. The shares of Common Stock offered hereby
are registered as a result of (i) requests for registration pursuant to those
Registration Rights Agreements and (ii) requests by certain other stockholders
of the Company to include shares of Common Stock in this registration statement.
The shares of Common Stock to which this Prospectus relates may from time to
time be offered and sold by the Selling Stockholders to or through J.P. Morgan
Securities Inc., through one or more agents or dealers or directly to
purchasers. There is no agreement at this time between the Selling Stockholders
and J.P. Morgan Securities Inc. with respect to such shares of Common Stock. The
name of any dealer or agent involved in the offering of any such shares of
Common Stock will be set forth in the accompanying Prospectus Supplement. The
accompanying Prospectus Supplement will also set forth the amounts proposed to
be purchased by J.P. Morgan Securities Inc. or any such dealer or agent, any
applicable fee, commission or discount arrangements with them and the initial
offering price. Unless otherwise specified in the accompanying Prospectus
Supplement, the Selling Stockholders will have the sole right to accept or
reject, in whole or in part, any offer to purchase shares of Common Stock and
reserve the right to withdraw, cancel or modify, without notice, the offer to
sell shares of Common Stock contained in this Prospectus and in any accompanying
Prospectus Supplement. See "Plan of Distribution" for possible indemnification
for the agents and J.P. Morgan Securities Inc. This Prospectus may not be used
in connection with the sale of any Common Stock unless accompanied by the
applicable Prospectus Supplement.
The Common Stock is traded on the Nasdaq Stock Market National Market ("NNM")
under the symbol "EAII". The last reported price of the Common Stock as reported
on the NNM on March 13, 1998 was $44.00 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 SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
J.P. Morgan & Co.
March , 1998
<PAGE>
Available Information
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information concerning the Company may be inspected without charge and copies
may be obtained (at prescribed rates) at the facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at 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 Commission's Web site at: http://www.sec.gov.
The Company has filed with the Commission 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
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.
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, the Selling Stockholders or any underwriter. 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, the
Selling Stockholders or any underwriter 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, the Selling Stockholders and any underwriter to inform themselves about
and to observe any restrictions as to the offering of the Common Stock and the
distribution of this Prospectus.
Incorporation of Certain Information By Reference
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1997.
2. The description of the Common Stock of the Company which is contained in
the Company's Registration Statement on Form 8-A dated January 31, 1996
filed pursuant to Section 12(g) of the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the shares of Common
Stock offered hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof.
EAI hereby undertakes to provide without charge to each person to whom this
Prospectus has been delivered, upon the written or oral request of any such
person, a copy of any and all of the foregoing documents incorporated herein by
reference (other than exhibits to such documents which are not specifically
incorporated by reference into the information that this Prospectus
incorporates). Written or telephone requests should be directed to Jamie A.
Wade, Secretary, Engineering Animation, Inc., 2321 North Loop Drive, Ames, Iowa
50010, telephone (515) 296-9908.
2
<PAGE>
The Company
EAI specializes in developing and applying three-dimensional ("3D") and
two-dimensional ("2D") visualization technology to meet the productivity,
communication, education and entertainment needs of its clients. The Company
utilizes its core technical competencies in high speed, real time graphics,
CAD/CAE/CAM interfaces, distributed databases and Internet/intranet
communications to provide solutions through two interrelated product lines:
enterprise-wide product visualization software (software products) and
interactive multimedia and custom animation products (interative products).
Utilizing its broad base of technology, EAI offers software products that allow
customers to reduce time-to-market and to decrease product development costs.
Utilizing its experience and its extensive library of computer generated
animation assets, EAI offers interactive products with realistic, high-quality
3D animations at reasonable prices within a short time frame.
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
address is www.eai.com.
3
<PAGE>
Risk Factors
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 software products and
interactive products by the Company and its competitors, seasonality of certain
customer purchases, product mix, general economic conditions and the Company's
ability to obtain agreements from publishers and distributors to market the
Company's products. The Company's operating results also will vary significantly
depending on changes in pricing, changes in customer budgets and changes in the
volume and timing of orders received during the quarter, which are difficult to
forecast. As a result of the foregoing and other factors, the Company may
experience material fluctuations 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 operating results are not necessarily meaningful
and should not be relied upon as indicators of future performance.
Technological Change and Market Acceptance
The Company's success depends on its ability to develop and sell new products,
develop site licensing agreements with major manufacturers in the automotive,
aerospace, heavy equipment and other manufacturing industries, develop its 3D
and 2D software products for new platforms and continue to produce high-quality
interactive products 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 graphics, 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.
Impact of Acquisitions
In November 1997, the Company acquired Rosetta and Cimtech and will continue to
identify and evaluate acquisition opportunities in the future. Any acquisition,
however, involves inherent uncertainties, such as the effect on the acquired
business of integration into a larger organization and the availability of
management resources to oversee the operations of the acquired business. The
Company's ability to integrate the operations of the acquired companies is
important to its future success. There can be no assurance as to the Company's
ability to integrate new businesses nor as to its success in managing the larger
operations resulting therefrom. Even though an acquired business may have
experienced profitability and growth as an independent company prior to its
acquisition by the Company, there can be no assurance that such profitability
and growth will continue thereafter.
Dependence on Emerging Market for Software Products and Customer Concentration
The market for enterprise-wide visualization software products in the
automotive, aerospace, heavy equipment and other manufacturing industries 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 software products will be
accepted by the market. The Company's growth is dependent in part on significant
demand for its software products. In addition, as the Company increasingly
markets it 3D and 2D visualization software as an enterprise-wide solution,
there can be no assurance that large customers will be willing to invest in the
Company's products on a company-wide basis or that users outside the design and
engineering areas will accept the Company's products. In 1997, sales of software
products to one customer accounted for 19% of the Company's revenues. There can
be no assurance that EAI will be able to continue to sell software products to
this
4
<PAGE>
customer at 1997 levels or, if it fails to do so, that the Company will be able
to replace this customer with new customers.
Dependence on Emerging Market for Interactive Products
The market for interactive multimedia software products is emerging and
dependent on a number of variables, including consumer preferences, shipments of
multimedia personal computers, the installed base of multimedia personal
computers and the number of other publishers creating interactive software
products. There can be no assurance that this market will continue to grow. The
market for games and educational multimedia software is characterized by rapid
changes in computer hardware and software technology and is highly competitive
with respect to timely product innovation. The Company's near-term growth is
dependent in part on significant demand for its recently released interactive
products and for its products under development. However, the Company does not
typically receive royalty revenues from a product until the publisher achieves a
minimum level of sales of the product, which may not occur immediately after
delivery of the product to the publisher, if at all. There can be no assurance
that the Company's new interactive products will be accepted by the market or
that the Company will be able to respond effectively to the evolving
requirements of the market.
Reliance on Third Parties to Market and Distribute Certain Interactive Products
The Company's strategy has been to rely upon third parties to market and
distribute its interactive products. EAI does not have an exclusive relationship
with any of the current distributors of its interactive products. The Company's
relationships with publishers have involved contracts that address a single
product or title for a specific market area and do not constitute a continuing
marketing and distribution agreement. There can be no assurance that the
Company's relationships with publishers will continue or that the Company will
be able to find other means to market and distribute its interactive products.
Failure to continue such relationships, establish new relationships or develop
independent means of marketing and distributing interactive products could have
a material adverse effect on the Company's revenues and operating results.
Reliance on Third Parties to Market and Distribute Certain Software Products
In addition to marketing the Company's software products directly to end users,
the Company has contractual relationships with Hewlett-Packard to jointly market
and Structural Dynamics Research Corporation (SDRC) to jointly market and
distribute certain of the Company's software products. Although these contracts
represent a significant marketing and distribution opportunity for the Company's
software products, there can be no assurance that these contractual
relationships will be successful in creating significant sales or that these
relationships will be continued beyond their contract terms.
Management of Growth and International Expansion
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 revenues, operating results and financial condition could be
materially adversely affected. In addition, in connection with the Company's
plans to increase its sales and marketing presence in Europe and Asia, the
Company will be incurring expenses in advance of revenues. If the Company is
unsuccessful in generating sufficient revenues to recover their expenses or is
unable to hire, train and retain experienced international sales and marketing
personnel, the Company's revenues, operating results and financial condition
could be adversely affected. Increased international activity could expose the
Company to foreign currency fluctuations, foreign labor laws and other
unforeseen problems.
5
<PAGE>
Competition
The Company expects significant competition in each of its two product lines:
SOFTWARE PRODUCTS
Large computer companies or companies competing in the CAD/CAE/CAM and project
data management markets could offer products with the same or similar
functionality as offered by the Company. Such companies, some of which have
substantially greater financial and other resources than the Company, include
Autodesk Inc., Dassault Systems, Division Plc., IBM, Parametric Technology
Corp., SDRC, and Silicon Graphics, Inc. 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.
INTERACTIVE PRODUCTS
The interactive software publishing industry is intensely competitive. The
Company's sales to the educational and consumer markets may be adversely
affected by the increasing number of competitive products. The Company's
interactive products will compete directly against other educational and
consumer software products including multi-player Internet games. The Company's
competitors in this area include a large number of companies, some of which have
substantially greater financial, technical, marketing and other resources than
the Company, such as Broderbund Software Inc., Condent Corporation
International, Digital Domain Inc., GT Interactive Software Corp., and SoftKey
International Inc. Moreover, large corporations, such as Microsoft Corporation
and The Walt Disney Company, 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.
While the Company believes that most special effects firms target the feature
film and advertising markets, these firms could refocus their efforts in the
commercial markets, an area in which the Company derives a portion of its
interactive product revenue. These special effects firms, some of which have
substantially greater financial, technical, marketing and other resources than
the Company, include Dreamworks SKG, Industrial Light and Magic (a division of
Lucasfilm Limited), and Pixar. In addition, a large number of small companies
provide custom animations to commercial markets as a complement to their primary
business of studio film production, engineering consulting and communications
consulting.
Year 2000 Computer Conversion
The Company has developed and implemented a plan to upgrade its information
technology in order to prepare for the year 2000 and has completed conversion of
all critical data processing systems. All of the Company's systems and
applications are 2000 compliant. The company has also initiated communications
with its significant vendors to determine the extent to which the Company's
systems may be vulnerable to third parties' failure to remediate their own 2000
issues. Management currently does not anticipate such a failure to be an issue.
However, operating results could be impacted if the systems of other companies
with whom the Company transacts business are not compliant in a timely manner.
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 software products with license agreements, which prohibit
unauthorized copying of such products. Unauthorized copying does, however, occur
in the
6
<PAGE>
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 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.
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's
interactive software products carry a disclaimer that the products should not be
used for diagnostic or treatment purposes and are only for educational and
medical reference purposes. 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.
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 conditions 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, have 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 an attractive value for their
shares or 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. In addition to the Common Stock, the
Company's Certificate of Incorporation authorizes the issuance
7
<PAGE>
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 that 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 the
Common Stock. In addition, the Board of Directors has adopted 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 deem 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 a cash dividend.
Use of Proceeds
EAI will not receive any proceeds from the sale of the Common Stock offered
hereby, nor will such proceeds be available for EAI's use or benefit.
Selling Stockholders
The shares of Common Stock covered by this Prospectus are being registered for
reoffers and resales by Selling Stockholders of the Company. The Selling
Stockholders named on the following table may resell all, a portion, or none of
the Common Stock covered by this Prospectus.
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
March 17, 1998.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned
Number of Shares Number of Shares After the Sale of
Name of Selling Stockholder and Beneficially Covered By Shares Covered by
Position with the Company Owned(1) This Prospectus this Prospectus(2)
- --------------------------------------------------- ------------------- ---------------- ---------------------
<S> <C> <C> <C>
FORMER CIMTECH STOCKHOLDERS(3)
Clark S. Gaff(4)................................... 14,230 5,000 9,230
James Gordon....................................... 4,252 4,252 0
Trustees of Grinnell College....................... 10,479 10,479 0
Iowa Seed Capital Corporation...................... 7,276 7,276 0
James D. Kilts..................................... 5,773 273 5,500
Mid America Development Company.................... 3,477 3,477 0
David Sly.......................................... 38,671 9,667 29,004
--------
Subtotal......................................... 40,424
FORMER ROSETTA SHAREHOLDERS AND TCV MEMBERS(5)
Thomas Aldrich..................................... 14,605 4,605 10,000
Craig W. Barry..................................... 465 465 0
Michael N. Barry, Vice President, Co-General
Manager Software Division(6)...................... 188,912 26,000 162,912
Michelle J. Barry.................................. 465 465 0
Terry Beyer and Anna Richardson.................... 3,568 2,400 1,168
Bryce Bollwahn..................................... 621 621 0
Jane and Robert Chew(7)............................ 184 76 108
Gary J. Collins.................................... 1,561 1,561 0
Cronus, Inc........................................ 17,452 9,452 8,000
Claire E. Crowe(8)................................. 16,403 5,493 3,000
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned
Number of Shares Number of Shares After the Sale of
Name of Selling Stockholder and Beneficially Covered By Shares Covered by
Position with the Company Owned(1) This Prospectus this Prospectus(2)
- --------------------------------------------------- ------------------- ---------------- ---------------------
<S> <C> <C> <C>
John P. Crowe...................................... 190,915 45,915 145,000
Joseph M. Crowe(9)................................. 16,403 7,910 3,000
Joseph M. Crowe, Jr................................ 10,450 2,450 8,000
Martin C. Crowe.................................... 5,449 1,000 4,449
James Galloway..................................... 154 154 0
First Trust Corporation as Trustee for Lawrence
Guevel I.R.A.(10)................................. 3,250 1,500 1,650
Mary H. Guevel(11)................................. 3,250 100 1,650
Kenneth Hammer..................................... 76 76 0
Con R. Hanger and Molly McCoy...................... 507 307 200
Mary Patricia Hanger............................... 2,868 268 2,600
First Trust Corporation as Trustee for William J.
Harte I.R.A.(12).................................. 9,466 6,312 3,154
Dennis M. Karchon(13).............................. 18,988 512 9,024
James Karchon(14).................................. 158,638 70,186 79,000
Jeffrey Michael Katz............................... 23,995 6,000 17,995
Thomas E. Keller................................... 7,303 1,093 6,210
Joseph T. Kelly.................................... 9,390 390 9,000
John J. Kiely...................................... 1,042 521 521
Kathryn K. Koslowsky............................... 8,866 3,866 5,000
Kenneth Lango...................................... 2,988 1,988 1,000
John Mark Legg..................................... 8,346 2,346 6,000
Carl Machover...................................... 82 82 0
Kenneth and Catherine Martens...................... 256 100 156
Richard Plourde(15)................................ 5,593 2,329 3,264
Joe E. Poskin...................................... 3,130 1,130 2,000
David Ramahi(16)................................... 173,117 31,041 142,076
Frederick A. Rice, Jr. Trust (UTA 7/28/89),
Frederick A. Rice, Jr. Trustee.................... 6,259 2,500 3,759
Thomas Shuart...................................... 2,082 1,082 1,000
Smith, Moore & Co. Profit Sharing Trust A/C........ 8,236 3,000 5,236
William Swank...................................... 21,889 11,000 10,889
Robert Templin..................................... 3,091 3,091 0
Arthur J. Temske, Jr. and Nancy Temske............. 19,273 4,500 14,773
Kenneth Vartanian, Vice President of North American
Sales, and Karen Vartanian(17).................... 177,525 18,331 159,194
Kenneth Young...................................... 745 745 0
--------
Subtotal......................................... 282,963
OTHER SELLING STOCKHOLDERS
Jerome M. Behar, Vice President of Finance and
Chief Financial Officer(18)....................... 13,837 2,000 11,837
Michael J. Jablo, Vice President, Co-General
Manager Software Division(19)..................... 41,250 7,500 33,750
Patricia F. Johnson, Vice President of Human
Resources(20)..................................... 6,000 6,000 0
Laurence J. Kirshbaum, Director(21)................ 8,625 1,500 7,125
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned
Number of Shares Number of Shares After the Sale of
Name of Selling Stockholder and Beneficially Covered By Shares Covered by
Position with the Company Owned(1) This Prospectus this Prospectus(2)
- --------------------------------------------------- ------------------- ---------------- ---------------------
<S> <C> <C> <C>
Guido T. Persch, Vice President of Engineering
Software(22)...................................... 147,298 4,660 142,638
Matthew M. Rizai, Ph.D., Chairman, Chief Executive
Officer, President, Treasurer and Director(23).... 867,154 250,695 616,459
James L. Ryan, Vice President of Marketing(24)..... 9,322 3,000 6,322
Adrian Sannier, Ph.D., Vice President and General
Manager Interactive Division(25).................. 16,800 7,500 9,300
Jay E. Shannan, Ph.D., Vice President of
Operations(26).................................... 290,724 77,556 213,168
Jeff D. Trom, Ph.D., Vice President of Software
Development(27)................................... 652,776 168,444 484,332
Martin J. Vanderploeg, Ph.D., Executive Vice
President and Director(28)........................ 867,154 250,695 616,459
--------
Subtotal......................................... 779,550
--------
Total............................................ 1,102,937
--------
--------
</TABLE>
- ------------------------
(1) Includes shares of Common Stock subject to options which vest within 60
days of the date hereof, which are deemed to be "beneficially owned" within
the meaning of Section 13(d) of the Exchange Act.
(2) There were 9,873,475 shares of Common Stock outstanding as of March 9,
1998. Assuming, in the case of each Selling Stockholder, 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, after the sale of
all shares covered by this Prospectus no Selling Stockholder will own in
excess of 1% of the outstanding shares of Common Stock other than Michael N.
Barry, John P. Crowe, David Ramahi, Kenneth Vartanian, Guido T. Persch,
Matthew M. Rizai, Jay Shannan, Jeff Trom and Martin Vanderploeg, who will
own 1.58%, 1.41%, 1.38%, 1.55%, 1.38%, 5.91%, 2.07%, 4.69%, and 5.84%,
respectively.
(3) Includes former employees and officers of Cimtech, some of whom are
currently employees of the Company.
(4) Includes 48 shares issuable upon the exercise of options that will vest
within 60 days, none of which are offered hereby, and 75 shares owned by Mr.
Gaff's wife, none of which are offered hereby.
(5) Includes (i) former employees and officers of Rosetta (some of whom are
currently employees of the Company), (ii) former managers of TCV, and (iii)
assignees of former TCV members.
(6) Includes 139,282 shares held by Miken, Inc., of which Mr. Barry is an
officer and director, none of which are offered hereby.
(7) Includes 108 shares owned by Mrs. Chew individually, none of which are
offered hereby.
(8) Includes 9,910 shares owned by Mrs. Crowe's husband, 7,910 of which are
offered hereby.
(9) Includes 6,493 shares owned by Mr. Crowe's wife, 5,493 of which are offered
hereby.
(10) Includes 946 shares owned by Mr. Guevel's wife, 100 of which are offered
hereby.
(11) Includes 2,304 shares owned by Mrs. Guevel's husband, 1,500 of which are
offered hereby.
(12) Includes 3,154 shares owned by Mr. Harte's wife, none of which are offered
hereby.
10
<PAGE>
(13) Includes 17,452 shares held by Cronus, Inc., of which Mr. Karchon is an
officer, 9,452 of which are offered hereby.
(14) Includes 17,452 shares held by Cronus Inc., of which Mr. Karchon is
President, 9,452 of which are offered hereby.
(15) Includes 3,264 shares issuable upon the exercise of options that will vest
within 60 days, none of which are offered hereby.
(16) Includes 2,794 shares issuable upon the exercise of options that will vest
within 60 days, none of which are offered hereby, and 139,282 shares held by
Miken, Inc., of which Mr. Ramahi is a beneficial owner, none of which are
offered hereby.
(17) Includes 139,282 shares held by Miken, Inc., of which Mr. Vartanian is an
officer and director, none of which are offered hereby.
(18) Includes 13,687 shares issuable upon the exercise of options that will vest
within 60 days, 2,000 of which are offered hereby.
(19) Includes 38,250 shares issuable upon the exercise of options that will vest
within 60 days, 4,500 of which are offered hereby.
(20) Consists of shares issuable upon the exercise of options that will vest
within 60 days, all of which are offered hereby.
(21) Consists of shares issuable upon the exercise of options that will vest
within 60 days, 1,500 of which are offered hereby.
(22) Includes 8,016 shares issuable upon the exercise of options that will vest
within 60 days, 4,660 of which are offered hereby, and 139,282 shares held
by Miken, Inc., of which Mr. Persch is a beneficial owner, none of which are
offered hereby.
(23) Includes 399,516 shares issuable upon exercise of options that will vest
within 60 days, of which 250,695 shares are offered hereby, and 467,638
shares held by the Matthew Rizai Family Limited Partnership.
(24) Consists of shares issuable upon the exercise of options that will vest
within 60 days, 3,000 of which are offered hereby.
(25) Consists of shares issuable upon the exercise of options that will vest
within 60 days, 7,500 of which are offered hereby.
(26) Includes 18,375 shares issuable upon the exercise of options that will vest
within 60 days, none of which are offered hereby.
(27) Includes 18,375 shares issuable upon the exercise of options that will vest
within 60 days, none of which are offered hereby.
(28) Includes 399,516 shares issuable upon exercise of options that will vest
within 60 days, 150,417 of which are offered hereby.
11
<PAGE>
Other Information
On February 2, 1998, the Board of Directors of the Company declared a
three-for-two stock split in the form of a stock dividend. This dividend was
paid on February 27, 1998, to stockholders of record on February 12, 1998. All
of the share amounts in this Prospectus reflect the stock split.
At the Annual Meeting of the Company's stockholders scheduled for May 1, 1998,
the Company intends to seek stockholder approval of an amendment to the
Company's Certificate of Incorporation. The proposed amendment would increase
the number of shares of Common Stock of the Company authorized for issuance from
20,000,000 to 60,000,000.
Plan of Distribution
All of the shares of Common Stock are being offered by Selling Stockholders, and
the Company will not receive any proceeds from any sale of Common Stock covered
by this Prospectus.
The Selling Stockholders may sell the Common Stock being offered hereby: (i)
directly to purchasers, (ii) through agents, (iii) through J.P. Morgan
Securities Inc., (iv) through dealers, or (v) through a combination of any such
methods of sale. The distribution of the Common Stock offered hereby may be
effected from time to time in one or more transactions either: (i) at a fixed
price or prices, which may be changed, (ii) at market prices prevailing at the
time of sale, (iii) at prices related to such prevailing market prices, or (iv)
at negotiated prices.
Offers to purchase Common Stock may be solicited directly by the Selling
Stockholders or by agents designated by the Selling Stockholders from time to
time. Any such agent, which may be deemed to be an underwriter as that term is
defined in the Securities Act, involved in the offer or sale of the Common Stock
in respect of which this Prospectus is delivered will be named, and any
commissions payable by the Selling Stockholders to such agent will be set forth,
in one or more prospectus supplements (each a "Prospectus Supplement"). Unless
otherwise indicated in such a Prospectus Supplement, any such agent will be
acting on a best efforts basis for the period of its appointment (ordinarily
five business days or less).
If J.P. Morgan Securities Inc. is utilized in the sale, the Company and the
Selling Stockholders will execute an underwriting agreement with J.P. Morgan
Securities Inc. at the time of sale to them, and the names of the underwriters
and the terms of the transactions will be set forth in a Prospectus Supplement,
which will be used by J.P. Morgan Securities Inc. to make resales of the Common
Stock covered by this Prospectus. There is no agreement at this time between the
Selling Stockholders and J.P. Morgan Securities Inc. with respect to such shares
of Common Stock.
If a dealer is utilized in the sale of the Common Stock covered by this
Prospectus, the Company will sell such Common Stock to the dealer, as principal.
The dealer may then resell such Common Stock to the public at varying prices to
be determined by such dealer at the time of resale.
J.P. Morgan Securities Inc., dealers and agents may be customers of, engage in
transactions with, or perform services for, the Company in the ordinary course
of business. Also, J.P. Morgan Securities Inc., dealers, agents and other
persons may be entitled under agreements which may be entered into with the
Company and the Selling Stockholders, to indemnification against, or
contribution with respect to, certain civil liabilities, including liabilities
under the Securities Act.
Legal Matters
The validity of the Common Stock offered hereby will be passed upon for the
Company and the Selling Stockholders by Gardner, Carton & Douglas, Chicago,
Illinois.
Experts
The consolidated financial statements of EAI included in EAI's Annual Report
(Form 10-K) for the year ended December 31, 1997, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report
12
<PAGE>
thereon included therein and incorporated herein by reference which, as to the
year 1996, is based in part on the report of Arthur Andersen LLP, independent
public accountants. The financial statements referred to above are incorporated
by reference in reliance upon such reports given upon authority of such firms as
experts in accounting and auditing.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses relating to the registration of Common Stock will be borne by the
registrant. Such expenses are estimated to be as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee............... $ 12,996
National Association of Securities Dealers, Inc. Filing Fee....... 4,904
Legal Fees and Expenses........................................... 75,000
Accountants' Fees................................................. 15,000
Printing Fees..................................................... 20,000
Transfer Agent Fees............................................... 5,000
Miscellaneous..................................................... 12,100
---------
Total......................................................... $ 145,000
</TABLE>
Item 15. 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 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 16. List of Exhibits.
The Exhibits to this registration statement are listed in the Index to Exhibit.
Item 17. Undertakings.
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;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this 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
this registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to
II-1
<PAGE>
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act,
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.
(4) For purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities 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 Securities Act and will be governed by the
final adjudication of such issue.
II-2
<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-3 and has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Ames, State of Iowa, on this 17th day
of March, 1998.
<TABLE>
<S> <C> <C>
ENGINEERING ANIMATION, INC.
By: /s/ JAMIE A. WADE
-----------------------------------------
Jamie A. Wade
VICE PRESIDENT OF ADMINISTRATION,
GENERAL COUNSEL AND SECRETARY
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to the Registration Statement has been signed by the following persons
in the capacities indicated on this 17th day of March, 1998.
Signatures Title
- ------------------------------ --------------------------
Chairman, Chief Executive
* Officer, President,
- ------------------------------ Treasurer and Director
Matthew M. Rizai (Principal Executive
Officer)
* Executive Vice President
- ------------------------------ and Director
Martin J. Vanderploeg
Vice President of Finance
* and Chief Financial
- ------------------------------ Officer (Principal
Jerome M. Behar Financial and Accounting
Officer)
Vice President of
/s/ JAMIE A. WADE Administration, General
- ------------------------------ Counsel, Secretary and
Jamie A. Wade Director
* Director
- ------------------------------
Michael Crow
* Director
- ------------------------------
Laurence J. Kirshbaum
*/s/ JAMIE A. WADE
-------------------------
Jamie A. Wade,
AS ATTORNEY-IN-FACT
PURSUANT TO
POWERS OF ATTORNEY
GRANTED IN
REGISTRATION STATEMENT
NO. 333-47809,
MARCH 12, 1998.
S-1
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ------------- ------------------------------------------------------------------------------------------------------
<C> <S>
4.1 Specimen 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 Counsel re: legality
23.1 Consent of Ernst & Young LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Gardner, Carton & Douglas (included in Exhibit 5)
24 Power of Attorney**
</TABLE>
- ------------------------
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1 (No. 33-80705) filed with the Commission on January 31, 1996.
** Previously filed.
E-1
<PAGE>
EXHIBIT 5.1
[Gardner, Carton & Douglas Letterhead]
March 17, 1998
Engineering Animation, Inc.
2321 North Loop Drive
Ames, Iowa 50010
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel for Engineering Animation, Inc. a Delaware
corporation (the "Company"), in connection with the proposed sale of up to
1,102,937 shares of Common Stock, $.01 par value per share, of the Company (the
"Shares") by certain stockholders of the Company (the "Selling Stockholders")
referred to in the Registration Statement filed with the Securities and Exchange
Commission on Form S-3, as amended (the "Registration Statement"). We have
examined the Certificate of Incorporation of the Company, as amended, and such
other documents as we have deemed necessary for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that (i) the Shares covered by
the Registration Statement have been duly authorized, (ii) the Shares covered by
the Registration Statement that are currently outstanding and are to be sold by
certain Selling Stockholders have been validly issued and are fully paid and
non-assessable, and (iii) the Shares covered by the Registration Statement that
are currently subject to options, when issued, delivered and paid for as
contemplated by the Registration Statement, will be validly issued, fully paid
and non-assessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus constituting a part of the Registration Statement and to the filing
of this opinion as an Exhibit to the Registration Statement.
<TABLE>
<S> <C>
Very truly yours,
/s/ GARDNER, CARTON & DOUGLAS
---------------------------------
Gardner, Carton & Douglas
</TABLE>
GCM/MVL
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statement (Form S-3 No. 333-47809) and related
Prospectus of Engineering Animation, Inc. for the registration of 1,102,937
shares of its common stock and to the incorporation by reference therein of our
report dated January 30, 1998, with respect to the consolidated financial
statements of Engineering Animation, Inc. included in its Annual Report (Form
10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
March 16, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Amendment No. 1 to Form S-3 Registration Statement and related
Prospectus 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 Amendment
No. 1 to Registration Statement and related Prospectus.
ARTHUR ANDERSEN LLP
Portland, Oregon,
March 16, 1998
