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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 2000
REGISTRATION NO. 333-____
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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)
91 HARTWELL AVENUE
LEXINGTON, MA 02421
(Address of Principal Executive Offices)
____________________
AMENDED AND RESTATED
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
____________________
PATRICK H. KAREIVA
CHAIRMAN, PRESIDENT, CHIEF EXECUTIVE OFFICER,
CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY
WORKGROUP TECHNOLOGY CORPORATION
91 HARTWELL AVENUE
LEXINGTON, MA 02421
(Name and Address of Agent For Service)
(781) 674-2000
(Telephone Number, Including Area Code, of Agent For Service)
____________________
Copies to:
Andrew E. Taylor, Jr.
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
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CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
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OPTIONS GRANTED
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Common Stock, $.01 28,498 shares $0.56 $15,959 $5.00
par value (1)
OPTIONS RESERVED FOR GRANT
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Common Stock, $.01 171,502 shares $0.61 $104,617 $28.00
par value (2)
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(1) All of such shares are issuable upon the exercise of outstanding options
to purchase the number of shares at the exercise price listed above. Pursuant
to Rule 457(h)(1), the aggregate offering price and the fee have been computed
upon the basis of the price at which the options may be exercised.
(2) None of such shares are subject to outstanding options. The exercise
price of such options shall be determined at the time of grant. Accordingly,
pursuant to Rule 457(h)(1), the price of $0.61 per share, which is the average
of the high and low prices reported on the Nasdaq National Market on August 16,
2000, is set forth solely for purposes of calculating the filing fee.
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This Registration Statement registers additional securities of the same class
as other securities for which a Registration Statement on Form S-8 (No. 333-
09161) relating to Workgroup Technology Corporation's 1996 Non-Employee Director
Stock Option Plan is effective. Pursuant to General Instruction E of Form S-8,
the contents of the above-listed Registration Statements are hereby incorporated
by reference.
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
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4.1 Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (No. 333-00810) and incorporated herein by
reference)
4.2 By-laws of the Registrant as amended (filed as Exhibit 3.4 to
the Company's Registration Statement on Form S-1 (No. 333-00810)
and incorporated herein by reference)
4.3 Amended and Restated 1996 Non-Employee Director Stock Option
Plan
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included as part of the signature page of
this Registration Statement)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lexington, in the Commonwealth of Massachusetts, on
this 18th day of August, 2000.
WORKGROUP TECHNOLOGY CORPORATION
By: /s/ Patrick H. Kareiva
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Patrick H. Kareiva
Chairman, Director, President, Chief Executive
Officer, Chief Financial Officer, Treasurer
and Secretary
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Workgroup Technology
Corporation, hereby severally constitute and appoint Patrick H. Kareiva our true
and lawful attorney, with full power to sign for us in our names in the
capacities indicated below, 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, and generally to do all things in our names
and on our behalf in our capacities as officers and directors to enable
Workgroup Technology Corporation, to comply with the provisions of the
Securities Act of 1933, as amended, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and all amendments thereto.
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 date indicated.
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SIGNATURE TITLE DATE
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/s/ Patrick H. Kareiva Chairman, Director, President, Chief Executive August 18, 2000
--------------------------------- Officer, Chief Financial Officer, Treasurer and
Patrick H. Kareiva Secretary (Principal Executive Officer and
Principal Financial and Accounting Officer)
/s/ James M. McConnell Director August 18, 2000
---------------------------------
James M. McConnell
/s/ Douglas A. Catalano Director August 18, 2000
---------------------------------
Douglas A. Catalano
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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4.1 Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (No. 333-00810) and incorporated herein by
reference)
4.2 By-laws of the Registrant as amended (filed as Exhibit 3.4 to
the Company's Registration Statement on Form S-1 (No. 333-00810)
and incorporated herein by reference)
4.3 Amended and Restated 1996 Non-Employee Director Stock Option
Plan
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included as part of the signature page of
this Registration Statement)
