As filed with the Securities and Exchange Commission on August 11, 2000
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.
1997 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
Matthew M. Rizai
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
<TABLE>
CALCULATION OF REGISTRATION FEE
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<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
---------------- ---------- ------------------------- ------------------------ -----------------
Common Stock (par value $0.01 per share)(1)
<S> <C> <C> <C> <C>
- Reserved and not subject to awards 243,616 $6.53125 (4) $1,591,117 $420.05
outstanding under the Plan
- Issuable pursuant to awards 191,384 $9.253 (5) $1,770,876 $467.51
outstanding under the Plan ------- -------
Total 435,000 (2)(3) $887.56
======= =======
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<PAGE>
<FN>
(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 Plan as
the result of a stock split, stock dividend or similar transaction
affecting the common stock, pursuant to 17 C.F.R. ss. 230.416.
(3) Amount represents the number of shares issuable pursuant to the Plan in
addition to the 600,000 (as adjusted to reflect the 3-for-2 stock split
effective February 27, 1998) registered on Registration Statement No.
333-40825 and the 600,000 registered on Registration Statement No.
333-68159.
(4) Estimated in accordance with Rule 457(c) and (h)(1), the proposed maximum
offering price per share, proposed maximum aggregate offering price and the
amount of the registration fee are based upon the average of the high and
low prices reported on the Nasdaq National Market on August 8, 2000.
(5) In accordance with Rule 457(h)(1), the proposed maximum offering price per
share, proposed maximum aggregate offering price and the amount of the
registration fee are based upon the weighted average exercise price of
$9.253 per share.
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION ON FORM S-8
Engineering Animation, Inc. ("Registrant" or the "Company"), has
earlier filed registration statements on Form S-8 (Registration Statement Nos.
333-40825 and 333-68159) relating to the 1997 Non-Qualified Stock Option Plan of
Engineering Animation, Inc. (the "Earlier Registration Statements"). This
Registration Statement registers additional shares for offering pursuant to such
Plan. Subject to the final paragraph of Item 3 of Part II of this Registration
Statement, the contents of the Earlier Registration Statements are incorporated
herein by reference.
</FN>
</TABLE>
<PAGE>
ENGINEERING ANIMATION, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in to this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1999;
2. Quarterly Reports on Form 10-Q for the quarters ended March 31 and
June 30, 2000;
3. Current Reports on Form 8-K, filed March 3 and April 7, 2000; and
4. The description of 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 (File No. 333-61569).
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.
Any statement contained in this Registration Statement or in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in the original Section 10(a) prospectus (as regards any
statement in any previously filed document incorporated by reference herein), or
a statement in any subsequently filed document that is also incorporated by
reference herein or a statement in any subsequent Section 10(a) prospectus,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 8. Index to Exhibits.
See Index to Exhibits.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Ames, State of Iowa, on this 11th day of August
2000.
ENGINEERING ANIMATION, INC.
By: /s/ Matthew M. Rizai
---------------------------------
Matthew M. Rizai
Chairman and Chief Executive Officer
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 any amendments (including, without limitation, post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and any 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 11th day of August 2000.
Signatures Title
---------- -----
/s/ Matthew M. Rizai Chairman and Chief Executive Officer
-------------------------------- (Principal Executive Officer)
Matthew M. Rizai
/s/ Martin J. Vanderploeg Director
--------------------------------
Martin J. Vanderploeg
/s/ Michael K. O'Gara Vice President of Finance and
-------------------------------- Chief Financial Officer (Principal
Michael K. O'Gara Financial and Accounting Officer)
/s/ Jamie A. Wade Director
--------------------------------
Jamie A. Wade
-------------------------------- Director
Michael Crow
/s/ Laurence J. Kirshbaum Director
--------------------------------
Laurence J. Kirshbaum
S-1
<PAGE>
Index to Exhibits
Exhibit Number Description of Document
-------------- -----------------------
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 KPMG LLP
23.2 Consent of Ernst & Young 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 (File No. 33-80705) filed with the Commission on January 31, 1996.
E-1
