<PAGE>
As filed with the Securities and Exchange Commission on July 30, 1996
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________________
WORKGROUP TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 04-3153644
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Idintification No.)
incorporation or organization)
</TABLE>
81 Hartwell Ave., Lexington, MA 02173
-------------------------------------
(Address of principal executive offices) (Zip Code)
1996 STOCK PLAN
---------------
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
--------------------------------------------
1996 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
(Full title of the plan)
__________________________
JAMES M. CARNEY
President and Chief Executive Officer
Workgroup Technology Corporation
81 Hartwell Ave.
Lexington, MA 02173
(617) 674-2000
(Name, address including zip code and telephone number,
including area code, of agent for service)
___________________________
Copy to:
Andrew E. Taylor, Jr.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, MA 02110
(617) 248-7000
Total of Sequentially Numbered Pages:
Exhibit Index on Sequentially Numbered Page:
================================================================================
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1996 STOCK PLAN
Common Stock,
$.01 par value 2,850,125 $12.0625(1) $34,379,633 $11,855
38,625 25.75(2) 994,594 343
111,250 15.625(2) 1,738,281 599
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION
PLAN
Common Stock,
$.01 par value
55,000 12.0625(1) 663,438 229
45,000 15.00(2) 675,000 233
1996 EMPLOYEE STOCK PURCHASE PLAN
Common Stock,
$.01 par value
350,000 12.0625(1) 4,221,875 1,456
TOTAL 3,450,000 14,715
===============================================================================
(1) The price of $12.0625 per share, which is the average of the high and low
prices reported on the Nasdaq National Market on July 25, 1996, is set
forth solely for purposes of calculating the filing fee pursuant to Rule
457(c) and is used only for those shares without a fixed exercise price.
(2) All such shares are issuable upon the exercise of outstanding options
at fixed exercise prices. Pursuant to Rule 457(h)(1), the aggregate
offering price and the fees have been computed upon the basis of the price
at which the options may be exercised.
==========================================================================
</TABLE>
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
----------------
The documents containing the information specified in this Item 1 will be
sent or given to employees as specified by Rule 428(b) of the Securities Act of
1933, as amended (the "Securities Act"). In accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission") and the
instructions to Form S-8, such documents are not being filed with the Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information.
-----------------------------------------------------------
The documents containing the information specified in this Item 2 will be
sent or given to employees as specified by Rule 428(b). In accordance with the
rules and regulations of the Commission and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Commission pursuant to the
Securities and Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference in this Registration Statement as of their respective
dates:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996, filed pursuant to the Exchange Act which contains
audited financial statements for the fiscal year ended March 31, 1996;
and
(b) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on
Form 8-A, filed pursuant to Section 12(g) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), on February 20, 1996,
and incorporating by reference the information contained in the Form
S-1.
3
<PAGE>
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interest of Named Experts and Counsel.
-------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Delaware General Corporation Law and the Registrant's Amended and
Restated Certificate of Incorporation provide for indemnification of the
Registrant's directors and officers for liabilities and expenses that they may
incur in such capacities. In general, directors and officers are indemnified
with respect to actions taken in good faith in a manner reasonably believed to
be in, or not opposed to, the best interests of the Registrant, and with respect
to any criminal action or proceeding, actions that the indemnitee had no
reasonable cause to believe were unlawful. Reference is made to the
Registrant's Amended and Restated Certificate of Incorporation filed as Exhibit
3.3 to the Registrant's Registration Statement No. 333-00810 on Form S-1, as
amended.
The Underwriting Agreement provides that the Underwriters are obligated,
under certain circumstances, to indemnify directors, officers and controlling
persons of the Registrant against certain liabilities, including liabilities
under the Securities Act. Reference is made to the form of Underwriting
Agreement filed as Exhibit 1.1 to the Registrant's Registration Statement No.
333-00810 on Form S-1, as amended.
The Registrant maintains directors and officers liability insurance for the
benefit of its directors and certain of its officers.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
4
<PAGE>
Item 8. Exhibits
--------
Exhibit No. Description of Exhibit
----------- ----------------------
Exhibit 4.1 Specimen certificate representing the Common Stock of the
Registrant (filed as Exhibit 4.1 to Registrant's Registration
Statement on Form S-1 (File No. 333-00810) and incorporated
herein by reference).
Exhibit 4.2 Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.2 to Registrant's Registration
Statement on Form S-1 (File No. 333-00810) and incorporated
herein by reference).
Exhibit 4.3 By-laws of the Registrant as amended (filed as Exhibit 3.4 to
Registrant's Registration Statement on Form S-1 (File No. 333-
00810) and incorporated herein by reference).
Exhibit 4.4 1996 Employee Stock Purchase Plan (filed as Exhibit 10.4 to
Registrant's Registration Statement on Form S-1 (File No. 333-
00810) and incorporated herein by reference).
Exhibit 4.5 1996 Employee Stock Purchase Plan Enrollment/Authorization
Form (filed herewith).
Exhibit 4.6 1996 Stock Plan (filed as Exhibit 10.2 to Registrant's
Registration Statement on Form S-1 (File No. 333-00810) and
incorporated herein by reference).
Exhibit 4.7 1996 Stock Plan Stock Option Agreement (filed herewith).
Exhibit 4.8 1996 Non-Employee Director Stock Option Plan (filed as Exhibit
10.3 to Registrant's Registration Statement on Form S-1 (File
No. 333-00810) and incorporated herein by reference).
Exhibit 4.9 1996 Non-Employee Director Stock Option Plan Stock Option
Agreement (filed herewith).
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).
Exhibit 23.1 Consent of Coopers & Lybrand L.L.P. (filed herewith).
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included as part of the signature page to
this Registration Statement).
5
<PAGE>
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 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;
(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 (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 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered
6
<PAGE>
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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 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 questions whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Workgroup Technology Corporation, 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 Town of Lexington,
Commonwealth of Massachusetts, on this 30th day of July, 1996.
Workgroup Technology Corporation
By: /s/ James M. Carney
----------------------
James M. Carney
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, James
M. Carney and George R. McHorney his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
8
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ James M. Carney President, Chief Executive July 30, 1996
- --------------------------- Officer and Director
James M. Carney (Principal Executive Officer)
/s/ George R. McHorney Executive Vice President, Chief July 30, 1996
- --------------------------- Financial Officer and Treasurer
George R. McHorney (Principal Financial and Accounting
Officer)
/s/ Stephen J. Gaal Director July 30, 1996
- ---------------------------
Stephen J. Gaal
/s/ Shaun McConnon Director July 30, 1996
- ---------------------------
Shaun McConnon
/s/ Ernest C. Parizeau Director July 30, 1996
- ---------------------------
Ernest C. Parizeau
</TABLE>
9
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Description of Exhibit Numbered Page
- ------- ---------------------- -------------
<S> <C> <C>
Exhibit 4.1 Specimen certificate representing
the Common Stock of the Registrant
(filed as Exhibit 4.1 to
Registrant's Registration Statement
on Form S-1 (File No. 333-00810)
and incorporated herein by
reference).
Exhibit 4.2 Amended and Restated Certificate of
Incorporation of the Registrant
(filed as Exhibit 3.2 to
Registrant's Registration Statement
on Form S-1 (File No. 333-00810)
and incorporated herein by
reference).
Exhibit 4.3 Amended and Restated By-laws of the
Registrant (filed as Exhibit 3.4 to
Registrant's Registration Statement
on Form S-1 (File No. 333-00810)
and incorporated herein by
reference).
Exhibit 4.4 1996 Employee Stock Purchase Plan
(filed as Exhibit 10.4 to
Registrant's Registration Statement
on Form S-1 (File No. 333-00810)
and incorporated herein by
reference).
Exhibit 4.5 1996 Employee Stock Purchase Plan
Enrollment/Authorization Form
(filed herewith).
Exhibit 4.6 1996 Stock Plan (filed as Exhibit
10.2 to Registrant's Registration
Statement on Form S-1 (File No.
333-00810) and incorporated herein
by reference).
Exhibit 4.7 1996 Stock Plan Stock Option
Agreement(filed herewith).
Exhibit 4.8 1996 Non-Employee Director Stock
Option Plan (filed as Exhibit 10.3 to
Registrant's Registration Statement
on Form S-1 (File No. 333-00810)
and incorporated herein by
reference).
Exhibit 4.9 1996 Non-Employee Director Stock
Option Plan Stock Option Agreement
(filed herewith).
Exhibit 5.1 Opinion of Testa, Hurwitz &
Thibeault, LLP (filed herewith).
Exhibit 23.1 Consent of Coopers & Lybrand L.L.P.
(filed herewith).
Exhibit 23.2 Consent of Testa, Hurwitz &
Thibeault, LLP (included in
Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included as part
of the signature page to this
Registration Statement).
</TABLE>
<PAGE>
Exhibit 4.5
WORKGROUP TECHNOLOGY CORPORATION
1996 Employee Stock Purchase Plan
Enrollment/Authorization Form
Please complete the Employee Information and the appropriate section below.
================================================================================
EMPLOYEE INFORMATION (Please print)
Name:_____________________________________________________________
First Middle Last
Home
Address:__________________________________________________________
Number Street
_______________________________________________________________
City Province/State Postal/Zip Code Country
Social Security #:________________________________________________
================================================================================
ENROLL IN THE 1996 EMPLOYEE STOCK PURCHASE PLAN
____ Enroll ____ Re-Enroll
I wish to enroll or re-enroll in the 1996 Employee Stock Purchase Plan (the
"Plan"). I have received and read a copy of the Plan and the Participant
Information Statement dated _______. I understand that so long as I remain
eligible, I will remain in the Plan until I file a new form to withdraw. I
am aware that deductions will be made from my payroll check during each
Payment Period and that, in accordance with the Plan, all unused payroll
deductions will be refunded without interest to me upon withdrawal or
termination of participation in the Plan. I understand that deductions may
not be increased or decreased during a Payment Period. I also understand
that my continued participation in Plan on the last day of a Payment Period
shall be deemed to be an exercise of my option on such date for the number
of full shares of Common Stock as my accumulated payroll deductions on such
date will pay for. I hereby authorize the purchase of Common Stock on my
behalf in accordance with the terms of the Plan.
Percentage of total compensation (including base pay or salary
and any overtime, bonuses or commissions) to be deducted (per Payment
Period):
/ /1% / /2% / /3% / /4% / /5% / /6% / /7% / /8% / /9% / /10%
(Please check one)
<PAGE>
If you wish your 1996 Employee Stock Purchase Plan Account to be
opened as a joint account and shares to be issued to you and another
individual of legal age as joint tenants with right of survivorship,
subject to applicable law, print additional name:
__________________________________________________________
First Middle Last
____________________________ ________________________
Employee Signature Date
================================================================================
CHANGE PAYROLL DEDUCTION:
Please change my payroll deduction to:
/ /1% / /2% / /3% / /4% / /5% / /6% / /7% / /8% / /9% / /10%
(Please check one)
effective as of the next / / August 1, / / February 1 Payment Period to occur
after the date below.
___________________________ ________________________
Employee Signature Date
================================================================================
WITHDRAW FROM THE 1996 EMPLOYEE STOCK PURCHASE PLAN
I wish to withdraw from the 1996 Employee Stock Purchase Plan. Please
discontinue payroll deductions as of ____/____/____ or if not
administratively possible, as of the following pay period. I understand
that any funds accumulated during the current Payment Period will be
returned to me, without interest.
___________________________ ________________________
Employee Signature Date
================================================================================
THIS AUTHORIZATION MUST BE RECEIVED BY THE COMPANY AT LEAST TEN BUSINESS
DAYS BEFORE THE FIRST DAY OF THE NEXT SUCCEEDING PAYMENT PERIOD AND SHALL TAKE
EFFECT ONLY IF THE EMPLOYEE IS AN ELIGIBLE EMPLOYEE ON THE FIRST BUSINESS DAY
OF SUCH PAYMENT PERIOD.
THIS AUTHORIZATION REVOKES ALL PRIOR AUTHORIZATIONS
Return this completed form to:
George R. McHorney
Chief Financial Officer
Workgroup Technology Corporation
81 Hartwell Avenue
Lexington, MA 02173
<PAGE>
Exhibit 4.7
WORKGROUP TECHNOLOGY CORPORATION
Incentive Stock Option Agreement
--------------------------------
Workgroup Technology Corporation, a Delaware corporation (the "Company"),
hereby grants as of the [DAY] day of [MONTH, YEAR] to [NAME OF EMPLOYEE] (the
"Employee"), an option to purchase a maximum of [NUMBER NOT EXCEEDING
AVAILABLE SHARE LIMIT] shares (the "Option Shares") of its Common Stock, $.01
par value ("Common Stock"), at the price of $[PRICE] per share, on the
following terms and conditions:
1. GRANT UNDER 1996 STOCK PLAN. This option is granted pursuant to and is
---------------------------
governed by the Company's 1996 Stock Plan (the "Plan") and, unless the context
otherwise requires, terms used herein shall have the same meaning as in the
Plan. Determinations made in connection with this option pursuant to the Plan
shall be governed by the Plan as it exists on this date.
2. GRANT AS INCENTIVE STOCK OPTION; OTHER OPTIONS. This option is intended
----------------------------------------------
to qualify as an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). This option is in addition to
any other options heretofore or hereafter granted to the Employee by the
Company or any Related Corporation (as defined in the Plan), but a duplicate
original of this instrument shall not effect the grant of another option.
3. VESTING OF OPTION IF EMPLOYMENT CONTINUES. If the Employee has continued
-----------------------------------------
to be employed by the Company or any Related Corporation on the following
dates, the Employee may exercise this option for the number of shares of
Common Stock set opposite the applicable date:
<TABLE>
<CAPTION>
<S> <C>
Less than one year from - 0 shares
he date hereof
One year but less than - [NUMBER] shares
one year and three months from (20% of total)
the date hereof
At the end of each of the next - an additional
16 succeeding three month periods [NUMBER] shares
(5% of total)
</TABLE>
Notwithstanding the foregoing, in accordance with and subject to the
provisions of the Plan, the Committee may, in its discretion, accelerate the
date that any installment of this Option becomes exercisable. The foregoing
rights are cumulative and (subject to Sections 4 or 5 hereof if the
<PAGE>
Employee ceases to be employed by the Company and all Related Corporations)
may be exercised on or before the date which is ten (10) years from the date
this option is granted.
4. TERMINATION OF EMPLOYMENT.
-------------------------
(A) TERMINATION OTHER THAN FOR CAUSE: If the Employee ceases to be
--------------------------------
employed by the Company and all Related Corporations, other than by reason of
death or disability as defined in Section 5 or termination for Cause as
defined in Section 4(c), no further installments of this option shall become
exercisable, and this option shall terminate (and may no longer be exercised)
after the passage of ninety (90) days from the Employee's last day of
employment, but in no event later than the scheduled expiration date. In such
a case, the Employee's only rights hereunder shall be those which are properly
exercised before the termination of this option.
(B) TERMINATION FOR CAUSE: If the employment of the Employee is
---------------------
terminated for Cause (as defined in Section 4(c)), this option shall terminate
upon the Employee's receipt of written notice of such termination and shall
thereafter not be exercisable to any extent whatsoever.
(C) DEFINITION OF CAUSE: "Cause" shall mean conduct involving one or
-------------------
more of the following: (i) the substantial and continuing failure of the
Employee, after notice thereof, to render services to the Company or Related
Corporation in accordance with the terms or requirements of his or her
employment; (ii) disloyalty, gross negligence, willful misconduct, dishonesty
or breach of fiduciary duty to the Company or Related Corporation; (iii) the
commission of an act of embezzlement or fraud; (iv) deliberate disregard of
the rules or policies of the Company or Related Corporation which results in
direct or indirect loss, damage or injury to the Company or Related
Corporation; (v) the unauthorized disclosure of any trade secret or
confidential information of the Company or Related Corporation; or (vi) the
commission of an act which constitutes unfair competition with the Company or
Related Corporation or which induces any customer or supplier to breach a
contract with the Company or Related Corporation.
5. DEATH; DISABILITY.
-----------------
(A) DEATH: If the Employee dies while in the employ of the Company or
-----
any Related Corporation, this option may be exercised, to the extent otherwise
exercisable on the date of his or her death, by the Employee's estate,
personal representative or beneficiary to whom this option has been assigned
pursuant to Section 10, at any time within 180 days after the date of death,
but not later than the scheduled expiration date.
(B) DISABILITY: If the Employee ceases to be employed by the Company
----------
and all Related Corporations by reason of his or her disability (as defined in
the Plan), this option may be exercised, to the extent otherwise exercisable
on the date of the termination of his or her employment, at any time within
180 days after such termination, but not later than the scheduled expiration
date.
<PAGE>
(C) EFFECT OF TERMINATION: At the expiration of the 180-day period
---------------------
provided in paragraph (a) or (b) of this Section 5 or the scheduled expiration
date, whichever is the earlier, this option shall terminate (and shall no
longer be exercisable) and the only rights hereunder shall be those as to
which the option was properly exercised before such termination.
6. PARTIAL EXERCISE. This option may be exercised in part at any time and
----------------
from time to time within the above limits, except that this option may not be
exercised for a fraction of a share unless such exercise is with respect to
the final installment of stock subject to this option and cash in lieu of a
fractional share must be paid, in accordance with Paragraph 13(G) of the Plan,
to permit the Employee to exercise completely such final installment. Any
fractional share with respect to which an installment of this option cannot be
exercised because of the limitation contained in the preceding sentence shall
remain subject to this option and shall be available for later purchase by the
Employee in accordance with the terms hereof.
7. PAYMENT OF PRICE. (a) The option price shall be paid in the following
----------------
manner:
(i) in cash or by check;
(ii) subject to paragraph 7(b) below, by delivery of shares of the
Company's Common Stock having a fair market value (as determined by
the Committee) equal as of the date of exercise to the option price;
(iii) by delivery of an assignment satisfactory in form and
substance to the Company of a sufficient amount of the proceeds
from the sale of the Option Shares and an instruction to the broker
or selling agent to pay that amount to the Company; or
(iv) by any combination of the foregoing.
(B) LIMITATIONS ON PAYMENT BY DELIVERY OF COMMON STOCK: If the Employee
--------------------------------------------------
delivers Common Stock held by the Employee ("Old Stock") to the Company in
full or partial payment of the option price, and the Old Stock so delivered is
subject to restrictions or limitations imposed by agreement between the
Employee and the Company, an equivalent number of Option Shares shall be
subject to all restrictions and limitations applicable to the Old Stock to the
extent that the Employee paid for the Option Shares by delivery of Old Stock,
in addition to any restrictions or limitations imposed by this Agreement.
Notwithstanding the foregoing, the Employee may not pay any part of the
exercise price hereof by transferring Common Stock to the Company unless such
Common Stock has been owned by the Employee free of any substantial risk of
forfeiture for at least six months.
[optional]
<PAGE>
[(C) PERMITTED PAYMENT BY RECOURSE NOTE: In addition, if this paragraph
----------------------------------
is initialed below by the person signing this Agreement on behalf of the
Company, the option price may be paid by delivery of the Employee's [NUMBER]-
year personal recourse promissory note bearing interest payable not less than
annually at the applicable Federal rate, as defined in Section 1274(d) of the
Code.
__________
(initials)]
8. RESTRICTIONS ON RESALE. Until the date the Company files a registration
----------------------
statement on form S-8 with respect to the Option Shares, Option Shares will be
of an illiquid nature and will be deemed to be "restricted securities" for
purposes of the Securities Act of 1933, as amended. Accordingly, such shares
must be sold in compliance with the registration requirements of such Act or
an exemption therefrom.
9. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of this
---------------------------
Agreement, this option may be exercised by written notice to the Company at
its principal executive office, or to such transfer agent as the Company
shall designate. Such notice shall state the election to exercise this option
and the number of Option Shares for which it is being exercised and shall be
signed by the person or persons so exercising this option. Such notice shall
be accompanied by payment of the full purchase price of such shares, and the
Company shall deliver a certificate or certificates representing such shares
as soon as practicable after the notice shall be received. Such certificate
or certificates shall be registered in the name of the person or persons so
exercising this option (or, if this option shall be exercised by the Employee
and if the Employee shall so request in the notice exercising this option,
shall be registered in the name of the Employee and another person jointly,
with right of survivorship). In the event this option shall be exercised,
pursuant to Section 5 hereof, by any person or persons other than the
Employee, such notice shall be accompanied by appropriate proof of the right
of such person or persons to exercise this option.
10. OPTION NOT TRANSFERABLE. This option is not transferable or assignable
-----------------------
except by will or by the laws of descent and distribution. During the
Employee's lifetime only the Employee can exercise this option.
11. NO OBLIGATION TO EXERCISE OPTION. The grant and acceptance of this
--------------------------------
option imposes no obligation on the Employee to exercise it.
12. NO OBLIGATION TO CONTINUE EMPLOYMENT. Neither the Plan, this
------------------------------------
Agreement, nor the grant of this option imposes any obligation on the Company
or any Related Corporation to continue the Employee in employment.
<PAGE>
13. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The Employee shall have no
---------------------------------------
rights as a stockholder with respect to the Option Shares until such time as
the Employee has exercised this option by delivering a notice of exercise and
has paid in full the purchase price for the shares so exercised in accordance
with Section 9. Except as is expressly provided in the Plan with respect to
certain changes in the capitalization of the Company, no adjustment shall be
made for dividends or similar rights for which the record date is prior to
such date of exercise.
14. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. The Plan contains provisions
----------------------------------------
covering the treatment of options in a number of contingencies such as stock
splits and mergers. Provisions in the Plan for adjustment with respect to
stock subject to options and the related provisions with respect to successors
to the business of the Company are hereby made applicable hereunder and are
incorporated herein by reference.
15. EARLY DISPOSITION. The Employee agrees to notify the Company in
-----------------
writing immediately after the Employee transfers any Option Shares, if such
transfer occurs on or before the later of (a) the date two years after the
date of this Agreement or (b) the date one year after the date the Employee
acquired such Option Shares. The Employee also agrees to provide the Company
with any information concerning any such transfer required by the Company for
tax purposes.
16. WITHHOLDING TAXES. If the Company or any Related Corporation in its
-----------------
discretion determines that it is obligated to withhold any tax in connection
with the exercise of this option, or in connection with the transfer of, or
the lapse of restrictions on, any Common Stock or other property acquired
pursuant to this option, the Employee hereby agrees that the Company or any
Related Corporation may withhold from the Employee's wages or other
remuneration the appropriate amount of tax. At the discretion of the Company
or Related Corporation, the amount required to be withheld may be withheld in
cash from such wages or other remuneration or in kind from the Common Stock or
other property otherwise deliverable to the Employee on exercise of this
option. The Employee further agrees that, if the Company or any Related
Corporation does not withhold an amount from the Employee's wages or other
remuneration sufficient to satisfy the withholding obligation of the Company
or Related Corporation, the Employee will make reimbursement on demand, in
cash, for the amount underwithheld.
17. PROVISION OF DOCUMENTATION TO EMPLOYEE. By signing this Agreement the
--------------------------------------
Employee acknowledges receipt of a copy of this Agreement and a copy of the
Plan.
18. MISCELLANEOUS.
-------------
<PAGE>
(A) NOTICES: All notices hereunder shall be in writing and shall be
-------
deemed given when sent by certified or registered mail, postage
prepaid, return receipt requested, to the address set forth below.
The addresses for such notices may be changed from time to time by
written notice given in the manner provided for herein.
(B) ENTIRE AGREEMENT; MODIFICATION: This Agreement constitutes the
------------------------------
entire agreement between the parties relative to the subject matter
hereof, and supersedes all proposals, written or oral, and all other
communications between the parties relating to the subject matter of
this Agreement. This Agreement may be modified, amended or rescinded
only by a written agreement executed by both parties.
(C) SEVERABILITY: The invalidity, illegality or unenforceability of any
------------
provision of this Agreement shall in no way affect the validity,
legality or enforceability of any other provision.
(D) SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and
----------------------
inure to the benefit of the parties hereto and their respective
successors and assigns, subject to the limitations set forth in
Section 10 hereof.
(E) GOVERNING LAW: This Agreement shall be governed by and interpreted
-------------
in accordance with the laws of the state of Massachusetts, without
giving effect to the principles of the conflicts of laws thereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
IN WITNESS WHEREOF, the Company and the Employee have caused this instrument
to be executed as of the date first above written.
WORKGROUP TECHNOLOGY
CORPORATION
____________________________ 81 Hartwell Avenue
EMPLOYEE Lexington, MA 02173
____________________________ By:________________________
Print Name of Employee
____________________________ ___________________________
Street Address Title
____________________________
City State Zip Code
<PAGE>
Exhibit 4.9
WORKGROUP TECHNOLOGY CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
--------------------------
WORKGROUP TECHNOLOGY CORPORATION, a Delaware corporation (the
"Company"), hereby grants as of the <DAY> of <MONTH>, <YEAR> (the "date of
grant") to <OPTIONEE> (the "Optionee"), an option to purchase a maximum of
[SHARES] shares (the "Option Shares") of its Common Stock, $.01 par value
("Common Stock"), at the price of $[PRICE-PER-SHARE] per share, on the following terms and
conditions:
1. GRANT UNDER 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN. This option
--------------------------------------------------------
is granted pursuant to and is governed by the Company Corporation's
1996 Non-Employee Director Stock Option Plan (the "Plan") and, unless the
context otherwise requires, terms used herein shall have the same
meanings assigned to them as in the Plan. Determinations made in
connection with this option pursuant to the Plan shall be governed by the
Plan as it exists on the date hereof. In the event of any
conflict between this Agreement and the provisions of the Plan, the Plan
shall govern.
2. GRANT AS NON-QUALIFIED OPTION; OTHER OPTIONS. This option is intended to
--------------------------------------------
be a non-qualified option (rather than an incentive stock option) granted
pursuant to Paragraph 4 of the Plan, and the Board of Directors of the
Company (the "Board") intends to take appropriate action, if necessary, to
achieve this result. This option is in addition to any other options
heretofore or hereafter granted to the Optionee by the Company Corporation,
but a duplicate original of this instrument shall not effect the grant of
another option.
3. EXERCISE OF OPTION IF SERVICE AS A DIRECTOR CONTINUES. Unless sooner
-------------------------------------------------------
terminated pursuant to Paragraph 4 hereof, this option shall vest in the
Optionee and thus become exercisable as follows, provided that the Optionee has
continuously served as a member of the Board through such vesting date. This
option shall expire on the on the date which is ten (10) years from the date of
grant.
<TABLE>
<CAPTION>
NUMBER OF OPTION SHARES FOR WHICH DATE OF VESTING
- ---------------------------------------- -------------------------------
OPTION WILL BE EXERCISABLE
- ----------------------------------------
<S> <C>
1,250 Three months from date of grant
1,250 Quarterly thereafter
</TABLE>
4. TERMINATION OF OPTION RIGHTS.
----------------------------
<PAGE>
(A) In the event the Optionee ceases to be a member of the Board of
Directors of the Corporation for any reason other than death or permanent
disability, any then unexercised portion of this is Option then shall, to the
extent not then vested, immediately terminate and become void. Any portion of
this option which is vested but has not been exercised at the time the Optionee
so ceases to be a member of the Board of Directors may be exercised by the
Optionee within 90 days of the date the Optionee ceased to be a member of the
Board, and this Option shall terminate after such 90 days have expired.
(B) In the event that the Optionee ceases to be a member of the Board by
reason of his or her permanent disability or death, this option shall be
immediately and automatically accelerated and become fully vested and the
unexercised portion of this Option shall be exercisable by the Optionee (or by
the Optionee's personal representative, heir or legatee, in the event of death)
until the scheduled expiration date of the Option.
5. EXERCISE. To the extent then exercisable, the Optionee may exercise
--------
this option in whole or in part at any time and from time to time as provided by
the terms of this Agreement and the Plan, except that this option may not be
exercised for a fraction of a share. There shall be no such exercise at any one
time as to fewer than one hundred (100) shares or all of the remaining shares
then purchasable by the person or persons exercising the option, if fewer than
one hundred (100) shares.
6. PAYMENT OF PRICE. The option price is payable in United States dollars
----------------
and may be paid: (a) in cash or by check equal in amount to the option price;
(b) in whole or in part in Common Shares of the Company already owned by the
person or persons exercising the option or shares subject to the option being
exercised (subject to such restrictions and guidelines as the Board may adopt
from time to time), valued at fair market value determined in accordance with
the provisions of Paragraph 5 of the Plan; or (c) consistent with applicable
law, through the delivery of an assignment to the Company of a sufficient amount
of the proceeds from the sale of Option Shares acquired upon exercise of this
option and an authorization to the broker or selling agent to pay that amount to
the Company, which sale shall be at the Optionee's direction at the time of
exercise.
7. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of
---------------------------
the Plan and this Agreement, this option may be exercised by written notice to
the Company, addressed to the Company at its principal executive offices
Corporation. Such notice shall state the election to exercise this option and
the number of shares in respect of which it is being exercised and shall be
signed by the person or persons so exercising this option. Such notice shall be
accompanied by payment of the full purchase price of such shares. The Company's
transfer agent shall, on behalf of the Company, prepare a certificate or
certificates representing Option Shares acquired upon exercise of this option,
shall register the Optionee (or the Optionee's personal representative, heir or
legatee if this option is being exercised pursuant to Paragraph 4 hereof) as the
owner of the Option Shares on the books of the Company and shall cause the fully
executed certificate(s) representing such shares to be delivered to the Optionee
(or the Optionee's personal representative, heir or legatee if this option is
being exercised pursuant to Paragraph 4 hereof) as soon as practicable after
payment of the option price in full. In the event this option shall be
<PAGE>
exercised, pursuant to Paragraph 4 hereof, by any person or persons other than
the Optionee, such notice shall be accompanied by appropriate proof of the right
of such person or persons to exercise this option. All shares that shall be
purchased upon the exercise of this option as provided herein shall be fully
paid and non-assessable.
8. OPTION NOT TRANSFERABLE. This option is not transferable or assignable
-----------------------
except by will or by the laws of descent and distribution or pursuant to a
domestic relations order. During the Optionee's lifetime only the Optionee can
exercise this option.
9. NO OBLIGATION TO EXERCISE OPTION. The grant and acceptance of this
--------------------------------
option imposes no obligation on the Optionee to exercise it.
10. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The Optionee shall have no
---------------------------------------
rights as a stockholder with respect to any of the Option Shares until a stock
certificate therefor has been issued to the Optionee and is fully paid for.
Except as is expressly provided in Paragraph 10 of the Plan with respect to
certain changes in the capitalization of the Company, no adjustment shall be
made for dividends or similar rights for which the record date is prior to the
date such stock certificate is issued.
11. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. It is the purpose of this
----------------------------------------
option to encourage the Optionee to work for the best interests of the Company
and its stockholders. Since, for example, that might require the issuance of a
stock dividend or a merger with another corporation, the purpose of this option
would not be served if such a stock dividend, merger or similar occurrence would
cause the Optionee's rights hereunder to be diluted or terminated and thus be
contrary to the Optionee's interest. The Plan contains extensive provisions
designed to preserve options at full value in a number of contingencies.
Therefore, provisions in the Plan for adjustment with respect to stock subject
to options and the related provisions with respect to successors to the business
of the Company are hereby made applicable hereunder and are incorporated herein
by reference.
12. WITHHOLDING TAXES. The Optionee hereby agrees that the
-----------------
Company may withhold from the Optionee's remuneration, the appropriate amount of
federal, state and local taxes attributable to the Optionee's exercise of any
installment of this option. At the Company's discretion, the amount required to
be withheld may be withheld in cash from such remuneration, or in kind from the
Common Stock otherwise deliverable to the Optionee on exercise of this Option.
The Optionee further agrees that, if the Company does not withhold an amount
from the Optionee's remuneration sufficient to satisfy the Company's withholding
obligation, the Optionee will reimburse the Company on demand, in cash, for the
amount underwithheld as determined by the Company in its sole discretion.
13. GOVERNING LAW. This Agreement shall be governed by and interpreted in
-------------
accordance with the laws of the State of Delaware, without giving effect to
the principles of conflicts of law thereof.
<PAGE>
IN WITNESS WHEREOF the Company and the Optionee have caused this instrument
to be executed, and the Optionee whose signature appears below acknowledges
receipt of a copy of the Plan and acceptance of an original copy of this
Agreement.
WORKGROUP TECHNOLOGY CORPORATION
81 Hartwell Avenue
Lexington, MA 02173
By:________________________________
Title:_____________________________
___________________________________
OPTIONEE
___________________________________
Print Name
___________________________________
Street Address
___________________________________
City State Zip Code
<PAGE>
Exhibit 5.1
July 30, 1996
Workgroup Technology Corporation
81 Hartwell Ave.
Lexington, MA 02173
Re: Registration Statement on Form S-8 Relating to the 1996 Employee
Stock Purchase Plan, the 1996 Stock Plan, and the 1996 Non-Employee
Director Stock Option Plan of Workgroup Technology Corporation (the
"Company")
-------------------------------------------------------------------
Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by the Company on or about July 30, 1996
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to an aggregate of 3,450,000 shares of Common Stock, $.01 par
value per share, of the Company issuable pursuant to the 1996 Employee Stock
Purchase Plan, the 1996 Stock Plan, and the 1996 Non-Employee Director Stock
Option Plan (the "Shares").
We have examined, are familiar with, and have relied as to factual matters
solely upon copies of the 1996 Employee Stock Purchase Plan, the 1996 Stock
Plan, the 1996 Non-employee Director Stock Option Plan, the Amended and Restated
Certificate of Incorporation and By-Laws of the Company, as amended, the minute
books and stock records of the Company and originals of such other documents,
certificates and proceedings as we have deemed necessary for the purpose of
rendering this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the 1996 Employee Stock Purchase Plan, the 1996 Stock Plan, or the 1996 Non-
Employee Director Stock Option Plan, the terms of any option or purchase right
grant thereunder duly authorized by the Company's Board of Directors or
Compensation Committee and/or any related agreements with the Company, will be
validly issued, full paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this registration statement of
Workgroup Technology Corporation (the "Company") on Form S-8 of our report dated
April 26, 1996, on our audits of the consolidated financial statements of
Workgroup Technology Corporation as of March 31, 1996 and 1995, and for the
years ended March 31, 1996, 1995 and 1994, which report is included in the
Company's Annual Report on Form 10-K for the year ended March 31, 1996.
COOPERS & LYBRAND, L.L.P.
Boston, Massachusetts
July 29, 1996
