<PAGE>
As filed with the Securities and Exchange Commission on September 12, 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)
Delaware 04-3153644
---------------- -------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
81 Hartwell Ave., Lexington, MA 02173
-------------------------------------
(Address of principal executive offices) (Zip Code)
1992 STOCK 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>
1992 Stock Plan
Common Stock,
$.01 par value 159,347 $.15(1) $23,302.05 $8.24
820,980 .30(1) 246,294.00 84.93
100,185 1.95(1) 195,360.75 67.37
140,870 8.50(1) 1,137,395.00 412.89
Total 1,221,382 1,602,351.80 506.06
================================================================================
</TABLE>
(1) 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.
================================================================================
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.
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.
3
<PAGE>
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 1992 Stock Plan (filed as Exhibit 10.1 to Registrant's
Registration Statement on Form S-1 (File No. 333-00810)
and incorporated herein by reference).
Exhibit 4.5 1992 Stock 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).
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;
5
<PAGE>
(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 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.
6
<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 12th day of September, 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.
7
<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 September 12, 1996
- --------------------------- Officer and Director
James M. Carney (Principal Executive Officer)
/s/ George R. McHorney Executive Vice President, September 12, 1996
- --------------------------- Chief Financial Officer and
George R. McHorney Treasurer (Principal Financial
and Accounting Officer)
/s/ Stephen J. Gaal Director September 12, 1996
- ---------------------------
Stephen J. Gaal
/s/ Shaun McConnon Director September 12, 1996
- ---------------------------
Shaun McConnon
/s/ Ernest C. Parizeau Director September 12, 1996
- ---------------------------
Ernest C. Parizeau
</TABLE>
8
<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 1992 Stock Plan (filed as Exhibit
10.1 to Registrant's Registration
Statement on Form S-1 (File No.
333-00810) and incorporated herein
by reference).
Exhibit 4.5 1992 Stock 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
Incentive Stock Option Agreement
--------------------------------
Workgroup Technology Corporation, a Delaware corporation (the
"Company"), hereby grants this day of (the "Grant Date"), to
--- --------- ----
(the "Employee"), an option to purchase a maximum of
- ------------------ ---
shares of its common stock, $.01 par value (the "Common Stock"), at the price of
per share, on the following terms and conditions:
- -----
1. Grant Under 1992 Stock Plan. This option is granted pursuant to
----------------------------
and is governed by the Company's 1992 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. This option shall
immediately terminate and be of no force or effect if the Plan is not approved
by the Company's stockholders on or before May 11, 1993.
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 (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.
------------------------------------------
(a) Vesting Schedule: The Employee may exercise this option
-----------------
for the following number of shares of Common Stock on each applicable date,
provided that on each such date the Employee is employed by the Company or any
Related Corporation: (i) 20% of the shares may be purchased on the date which is
twelve (12) months from the Grant Date and (ii) 5% of the shares may be
purchased at the end of each successive three (3) month period thereafter for
the next four (4) years.
(b) Expiration of Option: The foregoing rights are
---------------------
cumulative and, while the Employee continues to be employed by the Company, may
be exercised on or before the date which is 10 years, minus one day, from the
Grant Date or, in the case of an Employee owning stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or any Related Corporation, the date which is five (5) years,
<PAGE>
- 2 -
minus one day, from the Grant Date. All of the foregoing rights are subject to
Sections 4, 5, and 18, as appropriate, if the Employee ceases to be employed by
the Company, dies or becomes disabled while in the employ of the Company, or is
terminated for Cause.
4. Termination of Employment. If the Employee ceases to be employed by
-------------------------
the Company, other than by reason of death or disability as defined in Section 5
or for Cause as defined in Section 18, no further installments of this option
shall become exercisable and this option shall terminate after the passage of
ninety (90) days from the date employment ceases, but in no event later than the
scheduled expiration date. In such case, the Employee's only rights hereunder
shall be those which are properly exercised before the termination of this
option.
5. Death; Disability.
-----------------
(a) Death: If the Employee dies while in the employ of the Company,
-----
this option may be exercised, to the extent of the number of shares with respect
to which the Employee could have exercised it on the date of his or her death,
by his or her 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 by reason of his or her disability (as defined in the Plan), this option
may be exercised, to the extent of the number of shares with respect to which he
could have exercised it 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.
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 the only rights hereunder shall be those as to which
the option was properly exercised before such termination.
6. Partial Exercise. Exercise of this option may be made in part at
----------------
any time and from time to time within the limits set forth in Section 3, 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 a fractional share must be issued to permit the Employee to exercise
completely such final installment, in which case the Employee shall receive from
the Company cash in lieu of any fractional share. Any fractional share with
respect to which as 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.
<PAGE>
7. Payment of Price. The option price is payable in United States dollars
----------------
and shall be paid in accordance with whichever one of the following paragraphs
has been initialed by the person signing this Agreement on behalf of the
Company:
(a) in cash or by check, or any combination of the foregoing, equal in
amount to the option price.
--------------------
(Initials)
(b) in cash, by check, by delivery of previously held shares of the
Company's Common Stock having an aggregate fair market value (as determined by
the Committee) equal as of the date of exercise to the option price, by delivery
of the Employee's personal recourse note bearing interest payable not less than
annually at no less than 100% of the lowest applicable Federal rate, as defined
in Section 1274 (d) of the Code, or by any combination of the foregoing, equal
in amount to the option price.
--------------------
(Initials)
Notwithstanding the foregoing, the Employee may not pay any part of the exercise
price hereof by transferring previously held Common Stock (the "Old Stock") to
the Company if such Old Stock is both subject to a substantial risk of
forfeiture and not transferable within the meaning of Section 83 of the Code. If
the Employee delivers 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 (other
than as described in the previous sentence), the Common Stock received by the
Employee on the exercise of this option shall be subject to all restrictions and
limitations applicable to the Old Stock to the extent that the Employee paid for
such Common Stock by delivery of Old Stock, in addition to any restrictions or
limitations imposed by this Agreement.
8. Agreement to Purchase for Investment. By acceptance of this option,
------------------------------------
the Employee agrees that a purchase of shares under this option will not be made
with a view to their distribution, as that term is used in the Securities Act of
1933, as amended, (the "Act") unless in the opinion of counsel to the Company
such distribution is in compliance with or exempt from the registration and
prospectus requirements of the Act, and the Employee agrees to sign a
certificate to such effect at the time of exercising this option and agrees that
the certificate for the shares so purchased may be inscribed with a legend to
ensure compliance with the Act.
<PAGE>
- 4 -
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 the principal executive office of the Company, at the principal executive
office of the Company, or to such transfer agent as the Company shall designate.
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
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. The certificate or certificates for the
shares as to which this option shall have been so exercised shall be registered
in the name of the person or persons so exercising this option (or is 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) and shall be
delivered as provided above to or upon the written order of the person or
persons exercising this option. 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, as reasonably determined
by the Board of Directors, 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.
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, this descent and distribution. During the Employee's lifetime, this
option shall be exercisable only by the Employee.
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.
13. No Rights as Stockholder until Exercise. The Employee shall have no
---------------------------------------
rights as a stockholder with respect to shares subject to this Agreement until a
stock certificate therefor has been issued to the Employee and is fully paid
for. 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 the date such
stock certificate is issued.
<PAGE>
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. In general, you should not assume that
options necessarily would survive the acquisition of the Company.
15. Early Disposition. The Employee agrees to notify the Company in
-----------------
writing immediately after the Employee makes a Disqualifying Disposition of any
Common Stock received pursuant to the exercise of this option. A Disqualifying
Disposition is generally any disposition within two years after the date the
Employee was granted this option or within one year after the date the Employee
acquired Common Stock by exercising this option, whichever period ends later.
The Employee also agrees to provide the company with any information which it
shall request concerning any such disposition. The Employee acknowledges that
he or she will forfeit the favorable income tax treatment otherwise available
with respect to the exercise of this incentive stock option if he or she makes a
Disqualifying Disposition of the stock received on exercise of this option.
16. Withholding Taxes. If the Company in its discretion determines that
-----------------
it is obligated to withhold tax with respect to a Disqualifying Disposition of
Common Stock received by the Employee on exercise of this option,, the Employee
hereby agrees that the Company may withhold from the Employee's wages or other
remuneration the appropriate amount of federal, state and local withholding
taxes attributable to such Disqualifying Disposition. If any portion of this
option is treated as a Non-Qualified Option, the Employee hereby agrees that the
Company may withhold from the Employee's wages or other remuneration the
appropriate amount of federal, state and local withholding taxes attributable to
the Employee's exercise of such Non-Qualified Option. At the Company's
discretion, the amount required to be withheld may be withheld in cash from such
wages or other remuneration, or (with respect to compensation income
attributable to the exercise of this option) in kind from the common Stock
otherwise deliverable to the Employee on exercise of this option. The Employee
further agrees that, if the Company does not withhold an amount from the
employee's wages or other remuneration sufficient to satisfy the Company's
withholding obligation, the Employee will reimburse the company on demand, in
cash, for the amount underwithheld.
17. Company's Right of First Refusal.
--------------------------------
(a) Exercise of Right: If the Employee desires to sell all or any
-----------------
part of the shares acquired under this option (including any securities
received in respect thereof pursuant to any stock dividend, stock split,
reclassification, merger,
<PAGE>
- 6 -
consolidation, reorganization, recapitalization, exchange of shares or similar
changes in capital structure), and an offeror (the "Offeror") has made an offer
therefor, which offer the Employee desires to accept, the Employee shall: (i)
obtain in writing an irrevocable and unconditional bona fide offer (the "Bona
Fide Offer") for the purchase thereof from the Offeror; and (ii) give written
notice (the "Option Notice") to the Company setting forth his or her desire to
sell such shares, which Option Notice shall be accompanied by a photocopy of the
original executed Bona Fide Offer and shall set forth at least the name and
address of the Offeror and the price and terms of the Bona Fide Offer. Upon
receipt of the Option Notice, the Company shall have an assignable option to
purchase any or all of such shares (the "Option Shares") specified in the Option
Notice, such option to be exercisable by giving, within 30 days after receipt of
the Option Notice, a written counter-notice (the "Counter-Notice") to the
Employee. If the Company elects to purchase any or all of such Option Shares, it
shall be obligated to purchase, and the Employee shall be obligated to sell to
the Company, such Option Shares at the price and terms indicated in the Bona
Fide Offer within 60 days from the date of receipt by the Company of the Option
Notice.
(b) Sale of Option Shares to Offeror: The Employee may, for 60 days
--------------------------------
after the expiration of the 30-day period during which the Company may given the
Counter-Notice, sell, pursuant to the terms of the Bona Fide Offer, any or all
of such Option Shares not purchased or agreed to be purchased by the Company;
provided, however, that the Employee shall not sell such Option Shares to the
- -------- -------
Offeror if the Offeror is a competitor of the Company and the Company gives
written notice to the Employee, within 30 days of its receipt of the Option
Notice, stating that the Employee shall not sell his or her Option Shares to the
Offeror; and provided, further, that prior to the sale of such Option Shares to
-------- -------
the Offeror, the Offeror shall execute an agreement with the Company pursuant to
which the Offeror agrees to be subject to the restrictions set forth in this
Section 17. If any or all of such Option Shares are not sold pursuant to a Bona
Fide Offer within the time permitted above, the unsold Option Shares shall
remain subject to the terms of this Section 17.
(c) Adjustments for Changes in Capital Structure: If there shall be
--------------------------------------------
any change in the Common Stock of the Company due to any stock dividend, stock
split, reclassification, merger, consolidation, reorganization,
recapitalization, exchange of shares or similar changes in capital structure,
the restrictions contained in this Section 17 shall apply with equal force to
additional and/or substitute securities, if any, received by the Employee in
exchange for, or by virtue of his or her ownership of, Option Shares.
<PAGE>
(d) Failure to Deliver Option Shares: If the Employee fails or
--------------------------------
refuses to deliver on a timely basis duly endorsed certificates representing
Option Shares to be sold to the Company pursuant to this Section 17, the Company
shall have the right to deposit the purchase price for the Option Shares in a
special account with any bank or trust company in the Commonwealth of
Massachusetts, giving notice of such deposit to the Employee, whereupon such
Option Shares shall be deemed to have been purchased by the Company. All such
monies shall be held by the bank or trust company for the benefit of the
Employee. All monies deposited with the bank or trust company remaining
unclaimed for two (2) years after the date of deposit shall be repaid by the
bank or trust company to the Company on demand, and the Employee shall
thereafter look only to the Company for payment. The Company may place a legend
on any stock certificate delivered to the Employee reflecting the restrictions
on transfer provided in this Section 17.
(e) Expiration of Company's Right of First Refusal: The first
----------------------------------------------
refusal rights of the Company forth above shall remain in effect until such
time, if ever, as a distribution to the public is made of shares of the
Company's Common Stock for an aggregate public offering price of at least
$10,000,000 or more pursuant to a registration statement filed under the Act or
a successor statute, at which time the first refusal rights of the Company set
forth herein will automatically expire.
18. No Exercise of Option if Employment Terminated for Cause.
--------------------------------------------------------
(a) Termination for Cause: If the employment of the Employee is
---------------------
terminated for "Cause" (as hereinafter defined) pursuant to this Section 18,
this option shall terminate at the time of such termination of employment and
shall thereafter not be exercisable to any extent whatsoever. For the purposes
of this Section 18, termination of employment shall be deemed to occur when the
Employee receives notice that his or her employment is terminated pursuant to
this Section 18.
(b) Definition of Cause: "Cause" is conduct involving one or more of the
-------------------
following: (i) the substantial and continuing failure of the Employee to render
services to the Company in accordance with the terms or requirements of his or
her employment; (ii) a determination in good faith by two-thirds of the members
of the Board of Directors that the Employee has inadequately performed the
requirements of his or her employment; (iii) disloyalty, gross negligence,
willful misconduct, dishonesty or breach of fiduciary duty to the Company; (vi)
the commission of an act of embezzlement or fraud; (v) deliberate disregard of
the rules or policies of the Company which results in loss, damage or injury to
the Company, whether directly or indirectly; (vi) the unauthorized disclosure of
any trade secret or confidential information of the Company; or (vii) the
<PAGE>
commission of an act which constitutes unfair competition with the Company or
which induces any customer of the Company to break a contract with the Company.
19. Company's Right of Repurchase.
------------------------------
(a) Rights of Repurchase. If any of the events specified in
---------------------
Section 19(b) below occur, then:
(i) with respect to shares acquired upon exercise of this
option prior to the occurrence of such event, within 60 days after
the Company receives actual knowledge of the event, and
(ii) with respect to shares acquired upon exercise of this
option after the occurrence of such event, within 60 days following
the later of the date of such exercise or the date the Company
receives actual knowledge of such event,
(in either case, the "Repurchase Period"), the Company shall have the option,
but not the obligation, to repurchase all, but not a portion of, the shares from
the Employee, or his or her legal representatives, as the case may be (the
"Repurchase Option"). The Repurchase Option shall be exercised by the Company
by giving the Employee, or his or her legal representative, written notice of
its intention to exercise the Repurchase Option on or before the last day of the
Repurchase Period, and, together with such notice, tendering to the Employee, or
his or her legal representative, an amount equal to the higher of the option
price or the fair market value of the shares. The Company may, in exercising
the Repurchase Option, designate one or more nominees to purchase the shares
either within or without the Company. Upon timely exercise of the Repurchase
Option in the manner provided in this Section 19(a), Employee, or his or her
legal representative, shall deliver to the Company the stock certificate or
certificates representing the shares being repurchased, duly endorsed and free
and clear of any and all leins, charges and encumbrances.
If shares are not purchased under the Repurchase Option, the Employee
and his or her successor in interest, if any, will hold any such shares in his
or her possession subject to all of the provisions of this Agreement.
(b) Company's Right to Exercise Repurchase Option: The Company
---------------------------------------------
shall have the Repurchase Option in the event that any of the following events
shall occur:
(i) The termination of the Employee's employment with the
Company or any Related Corporation, voluntarily or involuntarily, for any reason
whatsoever, including death or permanent disability, prior to the time this
option shall be fully vested as provided in Section 3 hereof;
<PAGE>
-9-
(ii) The receivership, bankruptcy or other creditor's
proceeding regarding the Employee or the taking of any of Employee's shares
acquired upon exercise of this option by legal process, such as a levy of
execution;
(iii) Distribution of shares held by the Employee to his or her
spouse as such spouse's joint or community interest pursuant to a decree of
dissolution, operation of law, divorce, property settlement agreement or for any
other reason, except as may be otherwise permitted by the Company; or
(iv) The termination of the Employee's employment by the
Company for Cause (as defined in Section 18 hereof).
(c) Determination of Fair Market Value: The fair market value of the
----------------------------------
shares subject to this option shall be, for purposes of this Section 19, an
amount per share determined on the basis of the price at which shares of the
Common Stock could reasonably be expected to be sold in an arms-length
transaction, for cash, other than on an installment basis, to a person not
employed by, controlled by, in control of or under common control with the
Company. Fair market value shall be determined in good faith by the Board of
Directors, giving due consideration to recent grants of incentive stock options
for shares of Common Stock, if any, recent transactions involving shares of the
Common Stock, if any, earnings of the Company to the date of such determination,
projected earnings of the Company, the effect of the transfer restrictions to
which the shares are subject under law and this Agreement, the presence or
absence of a public market for the Common Stock and such other matters as the
Board of Directors deems pertinent. The determination by the Board of Directors
of the fair market value shall be conclusive and binding. The fair market value
of the shares shall be determined as of the day on which the event (as specified
in Section 19(b) above) occurs.
20. Lock-up Agreement. The Employee agrees that the Employee will not,
-----------------
for a period of at least ninety (90) days following the effective date of the
Company's initial distribution of securities in an underwritten public offering
to the general securities in an underwritten public offering to the general
public pursuant to a registration statement filed with the Securities and
Exchange Commission, directly or indirectly, sell, offer to sell or otherwise
dispose of the Company's securities other than any securities which are included
in such initial public offering.
21. Arbitration. Any dispute, controversy, or claim arising out of, in
-----------
connection with, or relating to the performance of this Agreement or its
termination shall be settled by arbitration in Boston, Massachusetts, pursuant
to the rules then obtaining of the American Arbitration Association. Any award
shall be final, binding and conclusive upon the parties and a judgment rendered
thereon may be entered in any court having jurisdiction thereof.
<PAGE>
- 10 -
22. Provision of Documentation to Employee. By signing this Agreement
--------------------------------------
the Employee acknowledges receipt of an original copy of this Agreement and a
copy of the Company's 1992 Stock Plan.
23. Miscellaneous.
-------------
(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, at 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 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 Commonwealth of Massachusetts,
without giving effect to the principles of the conflicts of laws thereof.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
<PAGE>
-11-
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
Eighty-One Hartwell Avenue
Lexington, MA 02173
/s/ By: /s/ (Signature Appears Here)
- --------------------------- -------------------------------
Employee Name
/s/ Title:
- --------------------------- ----------------------------
Print Name of Employee
- ---------------------------
Street Address
- ---------------------------
City, State, Zip Code
<PAGE>
EXHIBIT 5.1
--------------------
TESTA, HURWITZ & THIBEAULT, LLP
--------------------
ATTORNEYS AT LAW
HIGH STREET TOWER, 125 HIGH STREET
OFFICE (617) 248-7000 BOSTON, MASSACHUSETTS 02110 FAX (617) 248-7100
September 11, 1996
Workgroup Technology Corporation
81 Hartwell Avenue
Lexington, Massachusetts 02173
Re: Registration Statement on Form S-8 Relating to the
1992 Stock Plan (the "Plan")
----------------------------
Ladies and Gentlemen:
Reference is made to the above-captioned Registration Statement on Form
S-8 (the "Registration Statement") filed by Workgroup Technology Corporation
(the "Company") with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, relating to an aggregate of 1,971,559 shares of Common
Stock, par value $.01 per share, of the Company (the "Shares").
We are counsel to the Company and are familiar with the proceedings of
its shareholders and Board of Directors. We have examined original or certified
copies of the Company's Restated Certificate of Incorporation, as amended, the
Company's Restated By-Laws, the corporate records of the Company to the date
hereof, and such other certificates, documents, records and materials as we have
deemed necessary in connection with this opinion.
We are members only of the Bar of the Commonwealth of Massachusetts and
are not experts in, and express no opinion regarding, the laws of any
jurisdiction other than the Commonwealth of Massachusetts and the United States
of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares issued or proposed to be issued by the Company pursuant to the Plan will
be, upon receipt of the consideration provided for in the Plan, validly issued,
fully paid and nonassessable after issuance of such Shares in accordance with
the terms of the Plan.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
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.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
September 11, 1996
