<PAGE>
As filed with the Securities and Exchange Commission
on May 22, 1998
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
GENSYM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2932756
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
125 CAMBRIDGEPARK DRIVE
CAMBRIDGE, MASSACHUSETTS 02140
(Address of Principal Executive Offices) (Zip Code)
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
MR. LOWELL B. HAWKINSON
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
GENSYM CORPORATION
125 CAMBRIDGEPARK DRIVE
CAMBRIDGE, MASSACHUSETTS 02140
(Name and address of agent for service)
(617) 547-2500
(Telephone number, including area code, of agent for service)
================================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- ---------- ---------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 $6.6875(1) $2,006,250(1) $592
$.01 par shares
value per
share
</TABLE>
________________________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low prices of the Registrant's
Common Stock as reported by the Nasdaq National Market on May 19, 1998 in
accordance with Rules 457(c) and 457(h) of the Securities Act of 1933.
================================================================================
<PAGE>
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8 (File No. 333-03857) filed by
the Registrant on May 16, 1996, relating to the Registrant's 1995 Employee Stock
Purchase Plan, with the following exception of Part II, Item 5 thereof, which is
amended and restated in its entirety as follows:
Item 5
- ------
Not Applicable.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Cambridge, Commonwealth of Massachusetts, on the 20th
day of May, 1998.
GENSYM CORPORATION
By: /s/ Lowell B. Hawkinson
------------------------------------
Lowell B. Hawkinson
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Gensym Corporation, hereby
severally constitute and appoint Lowell B. Hawkinson, Robert L. Moore, Richard
M. Darer and, and John K. Stone each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names, in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith, and any and all subsequent amendments to said
Registration Statement, and generally to do all such things in our names and on
our behalf and in our capacities as officers and directors to enable Gensym
Corporation to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Lowell B. Hawkinson Chairman of the, May 20, 1998
- -----------------------
Lowell B. Hawkinson Board, Chief Executive
Officer, Treasurer,
Secretary and
Director (Principal
Executive Officer)
/s/ Robert L. Moore President and May 20, 1998
- -----------------------
Robert L. Moore, Ph.D. Director
-3-
<PAGE>
/s/ Richard M. Darer Vice President, May 20, 1998
- -------------------------
Richard M. Darer Finance and Chief
Financial Officer
(Principal Financial
and Accounting
Officer)
/s/ John A. Shane Director May 20, 1998
- -------------------------
John A. Shane
/s/ Theodore G. Johnson Director May 20, 1998
- -------------------------
Theodore G. Johnson
/s/ Thomas E. Swithenbank Director May 20, 1998
- -------------------------
Thomas E. Swithenbank
-4-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
- -------- -----------
4.1 (1) Amended and Restated Certificate of Incorporation
of the Registrant
4.2 (1) Amended and Restated By-Laws of the Registrant
4.3 (2) Specimen Stock Certificate of Common Stock
of the Registrant
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included on the signature
page of this Registration Statement)
(1) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996.
(2) Incorporated by reference to the Registration Statement on Form S-1 of the
Registrant (Registration No. 333-80727) filed December 21, 1995.
<PAGE>
EXHIBIT 5
HALE AND DORR LLP
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 FAX 617-526-5000
May 20, 1998
Gensym Corporation
125 CambridgePark Drive
Cambridge, Massachusetts 02140
Re: 1995 Employee Stock Purchase Plan
Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), for the registration of 300,000
shares of Common Stock, $.01 par value per share (the "Shares"), of Gensym
Corporation, a Delaware corporation (the "Company"), issuable under the
Company's 1995 Employee Stock Purchase Plan (the "Plan").
We have examined the Amended and Restated Certificate of Incorporation and
the Amended and Restated By-laws of the Company and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings of the
directors and stockholders of the Company, the Registration Statement and such
other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as copies, the authenticity of the originals of such latter documents and
the legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts, the Delaware
General Corporation Law statute and the federal laws of the United States of
America.
Based upon and subject to the foregoing, we are of the opinion that the
Company has duly authorized for issuance the Shares, and the Shares, when issued
and paid for in accordance with the terms of the Plan and at a price per share
in excess of the par value per share for such Shares, will be validly issued,
fully-paid and nonassessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
This opinion is based upon currently existing statutes, rules, regulations
and judicial decisions, and we disclaim any obligation to advise you of any
change in any of these sources of law or subsequent legal or factual
developments which might affect any matters or opinions set forth herein.
WASHINGTON, D.C. BOSTON, MA London, UK*
- --------------------------------------------------------------------------------
HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
<PAGE>
Gensym Corporation
May 20, 1998
Page 2
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ HALE AND DORR LLP
HALE AND DORR LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated January 23, 1998
included in Gensym Corporation's 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
ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 21, 1998
