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As filed with the Securities and Exchange Commission on June 19, 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./SENSE8 CORPORATION 1997 STOCK OPTION PLAN
ENGINEERING ANIMATION, INC./SENSE8 CORPORATION 1993 STOCK OPTION PLAN
ENGINEERING ANIMATION, INC./SENSE8 CORPORATION STOCK OPTION CONTRACTS
(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
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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) 11,329 (1) $28.48 (2) $322,629 $96
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(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(h) solely for the purpose of
calculating the registration fee on the basis of the weighted average
exercise price of $28.48 per share for outstanding options to purchase a
total of 11,329 shares of Common Stock.
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ENGINEERING ANIMATION, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in to this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998; and
3. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-4 filed with the
Commission on May 7, 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, 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.
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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 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
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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 19TH DAY OF JUNE,
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 19TH DAY OF JUNE, 1998.
SIGNATURES TITLE
- ---------- -----
/s/ Matthew M. Rizai Chairman, Chief Executive Officer, President,
- ------------------------- Treasurer and Director (Principal Executive
Matthew M. Rizai 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 Accounting
Jerome M. Behar Officer)
/s/ Jamie A. Wade Vice President of Administration, General
- ------------------------- Counsel, Secretary and Director
Jamie A. Wade
Director
- -------------------------
Michael Crow
Director
- -------------------------
Laurence J. Kirshbaum
S-1
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INDEX TO EXHIBITS.
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<CAPTION>
Exhibit Number Description of Document
- -------------- -----------------------
<S> <C>
3.1 Certificate of Incorporation*
3.2 By-laws*
3.3 Certificate of Amendment to Certificate of Incorporation**
5.1 Opinion of Gardner, Carton & Douglas regarding legality of securities
23.1 Consent of Ernst & Young LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Gardner, Carton & Douglas (included in exhibit 5.1)
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 (33-80705).
** Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1998.
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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
June 19, 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
11,329 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./Sense8 Corporation 1997 Stock Option
Plan, the Engineering Animation, Inc./Sense 8 Corporation 1993 Stock Option Plan
and the Engineering Animation, Inc./Sense8 Corporation Stock Option Contracts
(the "Plans"). In that capacity, we have reviewed the Certificate of
Incorporation and Bylaws of the Corporation, both as amended to date, the
Registration Statement, the 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
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Engineering Animation, Inc./Sense8 Corporation
1997 Stock Option Plan, the Engineering Animation, Inc./Sense8 Corporation 1993
Stock Option Plan and the Engineering Animation, Inc./Sense8 Corporation Stock
Option Contracts 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
June 16, 1998
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EXHIBIT 23.2
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
Portland, Oregon,
June 16, 1998
