<PAGE> 1
As filed with the Securities and Exchange Commission on December 16, 1996
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
MECHANICAL DYNAMICS, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2163045
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2301 COMMONWEALTH BLVD., ANN ARBOR, MICHIGAN 48105
(Address of Principal Executive Offices) (Zip Code)
MECHANICAL DYNAMICS, INC. 1993 STOCK OPTION PLAN
MECHANICAL DYNAMICS, INC. EMPLOYEE STOCK PURCHASE PLAN
MECHANICAL DYNAMICS 1996 STOCK INCENTIVE PLAN FOR KEY EMPLOYEES
MECHANICAL DYNAMICS NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plans)
MICHAEL E. KORYBALSKI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MECHANICAL DYNAMICS, INC.
2301 COMMONWEALTH BLVD.
ANN ARBOR, MICHIGAN 48105
(Name and address of agent for service)
(313) 994-3800
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share offering price fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 61,671 shares $ 0.93 (1) $ 57,355.00(1) $ 20.00
Common Stock 300,000 shares $ 14.06 (2) $ 4,218,000.00(2) $1,455.00
Common Stock 82,500 shares $ 9.00 (1) $ 742,500.00(1) $ 256.00
Common Stock 100,000 shares $ 13.50 (1) $ 1,350,000.00(1) $ 466.00
Common Stock 267,500 shares $ 14.06 (2) $ 3,761,050.00(2) $1,297.00
Common Stock 20,000 shares $ 11.00 (1) $ 220,000.00(1) $ 76.00
Common Stock 80,000 shares $ 14.06 (2) $ 1,124,800.00(2) $ 388.00
Total 911,671 shares $11,473,705.00 $3,958.00
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purposes of computing the registration fee and
based on the exercise price of the option.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of computing the registration fee and,
based on the average of the high and low prices of the Common Stock as
quoted on The Nasdaq National Market on December 11, 1996.
Page 1 of 14 Pages
Exhibit Index is on Page 12
<PAGE> 2
PART I
MECHANICAL DYNAMICS, INC. 1993 STOCK OPTION PLAN
The Company's 1993 Stock Option Plan (the "1993 Plan") was adopted by
the Board of Directors in 1983. A total of 187,500 shares of Common Stock have
been reserved for issuance under the 1993 Plan. As of March 1, 1996, there
were approximately 61,671 shares subject to options under the 1993 Plan, which
options expire in April 1998. The exercise price per share of such options is
$0.93. The 1993 Plan was terminated by the Board of Directors in March 1996.
MECHANICAL DYNAMICS, INC. EMPLOYEE STOCK PURCHASE PLAN
The Company's Employee Stock Purchase Plan (the "Purchase Plan") was
adopted by the Company's Board of Directors in March 1996. A total of 300,000
shares of Common Stock are reserved for issuance under the Purchase Plan. The
Purchase Plan provides that the Company will sell shares to employees who elect
to participate in the Purchase Plan (the "Participants") at a price equal to
85% of the lesser of the fair market value of the Common Stock on (i) the first
trading day of an offering period (a "Purchase Period") or (ii) the last
trading day of such Purchase Period. The first Purchase Period commenced on
the effective date of the Company's initial public offering, and will end on
December 31, 1996. Thereafter, each Purchase Period will be three months in
length and will begin on January 1, April 1, July 1 and October 1 of each year.
The Purchase Plan is intended to qualify as an "employee stock purchase plan"
as defined in Section 423 of the Code.
If a Participant ceases to be an employee of the Company for any
reason during a Purchase Period, his or her outstanding purchase right will
immediately terminate, and all sums previously collected from such Participant
during such Purchase Period under the terminated purchase right will be
refunded. A Participant may withdraw from the Purchase Plan by filing a form
electing to withdraw prior to 15 days before the beginning of the next Purchase
Period.
The Purchase Plan is administered by the Compensation Committee of
the Board of Directors. The Compensation Committee determines the commencement
and termination date of the offering of Common Stock under the Purchase Plan
and is authorized, among other things, to interpret the terms of the Purchase
Plan, establish and revoke rules for the administration of the Purchase Plan
and correct or reconcile any defect or inconsistency in the Plan. The
Compensation Committee may terminate or amend the Purchase Plan at any time;
provided, however, such termination or amendment may not affect or change
purchase rights previously granted under the Purchase Plan without the consent
of the affected Participant, and any amendment that materially increases the
benefits or number of shares under the Purchase Plan (except for certain
allowable adjustments in the event of changes to the Company's capital
structure or for changes authorized by the Purchase Plan to be made by the
Compensation Committee or the Plan Administrator) or materially modifies the
eligibility requirements of the Purchase Plan is subject to shareholder
approval. If not sooner terminated by the Compensation
2
<PAGE> 3
Committee, the Purchase Plan will terminate at the time purchase rights have
been exercised with respect to all shares of Common Stock reserved for grant
under the Purchase Plan.
1996 STOCK INCENTIVE PLAN FOR KEY EMPLOYEES
The Company's Board of Directors adopted the 1996 Stock Incentive
Plan For Key Employees (the "Stock Option Plan") in March 1996. Under the
Stock Option Plan, options will be granted or restricted stock will be awarded
for the purpose of attracting and motivating key employees of the Company. The
Stock Option Plan will be administered by the Compensation Committee of the
Board of Directors. A total of 450,000 shares of Common Stock are reserved for
issuance under the Stock Option Plan. The Stock Option Plan provides for (i)
the grant of "incentive stock options" within the meaning of Section 422 of the
Code, (ii) the grant of "nonqualified stock options" (options which do not meet
the requirements of Section 422), and (iii) the award of restricted stock. The
Stock Option Plan also contains certain restrictions against transfer and other
terms and conditions which are to be determined by the Compensation Committee.
The Compensation Committee will determine which individuals will be granted
options or awarded restricted stock, the number of options granted or shares
awarded and other terms and conditions applicable to each grant or award.
The Board of Directors may amend or revise the terms of the Stock
Option Plan; provided, however, without the approval or ratification of the
shareholders the Board may not (i) increase the maximum number of shares
subject to the Stock Option Plan, (ii) increase the maximum number of shares
for which any participant may be granted options or awards under the Stock
Option Plan, (iii) change the class of persons eligible to be participants,
(iv) materially increase the benefits of any participant or (v) alter or impair
any option or award previously granted or awarded under the Stock Option Plan.
Under the terms of the Stock Option Plan, the exercise price of an
incentive stock option will be not less than the fair market value of the
Common Stock at the time of the grant (or not less than 110% of the fair market
value if the optionee owns more than 10% of the total combined voting stock of
the Company at the time of grant). The exercise price of nonqualified options
will not be less than 75% of the fair market value of the stock on the date the
option is granted. If an optionholder ceases to be an employee for any reason
other than death or disability, the Compensation Committee may, in its
discretion, permit the exercise of such options for a period not to exceed
three months following the termination of employment. The Compensation
Committee may, in its discretion, permit the exercise of nonqualified options
held by a terminated optionholder for a period not to extend beyond the
expiration date of such nonqualified option. No option under the Stock Option
Plan may be exercised more than ten years after its date of grant. In the case
of an incentive option granted to a participant who, at the time of grant, owns
more than 10% of the total combined voting stock of the Company, such option
will expire not more than five years after its date of grant.
Shares awarded under the Stock Option Plan typically will be subject
to vesting and unvested shares awarded to a participant will be forfeited and
transferred back to the Company if the participant ceases to be employed by the
Company for any reason other than death or
3
<PAGE> 4
permanent disability. If the participant is terminated by action of the
Company without cause or by agreement of the Company and the participant, the
Compensation Committee may, at its discretion, release some or all of the
shares from the restrictions. If a participant ceases to be an employee of the
Company because of death or permanent disability, the restrictions will lapse
with respect to such shares, unless otherwise determined by the Compensation
Committee.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
The Company's Board of Directors adopted the Non-Employee Director
Stock Option Plan (the "Director Stock Option Plan") in March 1996. The
Director Stock Option Plan provides for the grant of "nonqualified" options to
purchase shares of Common Stock. Immediately following each annual meeting of
shareholders of the Company, each non-employee director who has served as a
director for at least six months will automatically be granted an option to
purchase 5,000 shares of Common Stock of the Company. Upon appointment to the
Board of Directors, each newly-appointed non-employee director will receive an
option to purchase 5,000 shares of Common Stock of the Company. A total of
100,000 shares of Common Stock are reserved for issuance under the Director
Stock Option Plan.
The exercise price of any option will be equal to the market price
of the Common Stock at the time of grant. Each option, if not sooner
terminated as provided in the Director Stock Option Plan, will have a five-year
term from the date of grant and will vest and become exercisable in full on the
first anniversary of the date of grant. Options granted under the Plan are
generally not transferable during the holder's lifetime, but are transferable
at death by will or by the laws of descent and distribution. Upon the death of
an optionholder, all options granted to such optionholder will immediately vest
and will terminate twelve months thereafter. If an optionholder ceases his or
her service as a director of the Company due to disability, all options granted
to such optionholder will immediately vest and the options will terminate 90
days thereafter. Upon an optionholder ceasing his or her service as a director
for any other reason, such options will terminate 90 days thereafter.
The Director Stock Option Plan provides that in the event of a
change in control of the Company (defined as any person or other entity which
becomes the beneficial owner, directly or indirectly, of more than 50% of the
total combined voting power of all classes of capital stock of the Company
entitled to vote for the election of directors of the Company), all outstanding
options under the Director Stock Option Plan will become immediately vested and
exercisable.
4
<PAGE> 5
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
1. Quarterly Reports of Mechanical Dynamics, Inc. (the
"Registrant") on Form 10-Q for the quarters ended June 30, 1996 and
September 30, 1996 and any other reports filed by the Registrant
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since the end of the fiscal
year ended December 31, 1995.
2. The description of the Registrant's Common Stock included in
the Registrant's Prospectus under the caption "Description of Capital
Stock" on pages 48 through 49 of the Registrant's Prospectus, dated
May 14, 1996, filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), as part of its Registration Statement on Form S-1
(Registration No. 333-2900), effective May 14, 1996 (the "Registration
Statement"), including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed 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 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
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Registrant's Restated Bylaws generally provides
that the Registrant will indemnify its directors and officers to the fullest
extent authorized or permitted under the Michigan Business Corporation Act.
The Michigan Business Corporation Act authorizes a corporation, under certain
circumstances, to indemnify its directors and officers (including to reimburse
them for expenses incurred).
The Registrant's Restated Articles of Incorporation generally limit
the personal liability of directors for monetary damages for breaches of
fiduciary duty. If a director were to breach such duty in performing his or
her duties as a director, neither the Registrant nor its shareholders could
recover
5
<PAGE> 6
monetary damages from the director, and the only course of action available to
the Registrant's shareholders would be equitable remedies, such an action to
enjoin or rescind a transaction involving a breach of fiduciary duty. To the
extent claims against directors are limited to equitable remedies, the
provision in the Restated Articles of Incorporation may reduce the likelihood
of derivative litigation and may discourage shareholders or management from
initiating litigation against directors for breach of their fiduciary duty.
Under the Restated Articles of Incorporation, liability for monetary
damages remains for (i) any breach of the duty of loyalty to the Registrant or
its shareholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) violations of
Section 551(1) of the Michigan Business Corporation Act, (iv) any transaction
from which the director derived an improper personal benefit or (v) any act or
omission that occurred before the effective date of the provision of the
Restated Articles of Incorporation.
The Registrant also has agreements with its directors providing for
indemnification and advancement of expenses.
Michigan corporations are also authorized to obtain insurance to
protect directors and officers from certain liabilities, including liabilities
against which corporations cannot indemnify their directors and officers. The
Registrant has obtained directors' and officers' liability insurance providing
aggregate coverage in the amount of $9 million.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
4.1 Restated Articles of Incorporation, incorporated by reference
to Exhibit 3.2 to the Company's Registrations Statement on
Form S-1, Registration No. 333-2900
4.2 Restated Bylaws, incorporated by reference to Exhibit 3.4 to
the Company's Registration Statement on Form S-1, Registration
No. 333-2900
5.1 Opinion of Honigman Miller Schwartz and Cohn
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Honigman Miller Schwartz and Cohn (included in the
opinion filed as Exhibit 5.1 to this Registration Statement)
24.1 Powers of Attorney (included after the signature of the
Registrant contained on page 10 of this Registration Statement)
99.1 Mechanical Dynamics, Inc. 1993 Stock Option Plan, incorporated
by reference to Exhibit 10.6 in the Company's Registration
Statement on Form S-1, Registration No. 333-2900
6
<PAGE> 7
99.2 Mechanical Dynamics, Inc. Employee Stock Purchase Plan,
incorporated by reference as Exhibit 10.8 in the Company's
Registration Statement on Form S-1, Registration No. 333-2900
99.3 Mechanical Dynamics, Inc. 1996 Stock Incentive Plan For Key
Employees, incorporated by reference as Exhibit 10.9 in the
Company's Registration Statement on Form S-1, Registration No.
333-2900
99.4 Mechanical Dynamics, Inc. Non-Employee Director Stock Option
Plan, incorporated by reference as Exhibit 10.10 in the
Company's Registration Statement on Form S-1, Registration No.
333-2900
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
the 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 the Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on
Form S-3, Form S-8 or Form F-3, and 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 Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration
Statement.
7
<PAGE> 8
(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.
(4) If the Registrant is a foreign private
issuer, to file a post-effective amendment to the registration
statement to include any financial statements required by
Section 210.3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial
statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished, provided that the
Registrant includes in the prospectus, by means of a
post-effective amendment, financial statements required
pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the
prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a
post-effective amendment need not be filed to include
financial statements and information required by Section
10(a)(3) of the Act or Section 210.3-19 of this chapter if
such financial statements and information are contained in
periodic reports filed with or furnished to the Commission by
the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Form F-3.
(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 the
Registration Statement 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.
(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 foregoing provisions, 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 Act 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 question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
8
<PAGE> 9
EXPERTS
The financial statements as of December 31, 1995 and for each of the
three years in the period ended December 31, 1995 incorporated in the
Registration Statement and in the prospectus related to this Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, which includes
an explanatory paragraph with respect to the change in the method of accruing
for income taxes as of January 1, 1993 as discussed in Note 4 to the financial
statements, and is included herein in reliance on said firm as experts in
accounting and auditing.
9
<PAGE> 10
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 Ann Arbor, State of Michigan, on November 30,
1996.
MECHANICAL DYNAMICS, INC.
By: /s/ Michael E. Korybalski
----------------------------------------
Michael E. Korybalski, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of MECHANICAL DYNAMICS, INC., a Michigan corporation (the
"Company"), hereby constitutes and appoints Michael E. Korybalski and James E.
Vincke, and each of them, the true and lawful attorneys-in-fact and agents of
the undersigned, each with the power of substitution for him in any and all
capacities, with full power and authority in said attorneys-in-fact and agents
and in any one or more of them, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of the Company's Common Stock,
pursuant to the Mechanical Dynamics, Inc. 1993 Stock Option Plan, Mechanical
Dynamics, Inc. Employee Stock Purchase Plan, Mechanical Dynamics, Inc. 1996
Stock Incentive Plan For Key Employee and the Mechanical Dynamics, Inc.
Non-Employee Director Stock Option Plan, and any of the documents relating to
such registration statement, any and all amendments to such registration
statement, including any amendment thereto changing the amount of securities
for which registration is being sought, and any post-effective amendment, with
all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority; granting unto said attorneys, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could
do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, may lawfully do or cause to be
done by virtue hereof.
10
<PAGE> 11
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael E. Korybalski President, Chief Executive November 30, 1996
- ------------------------------------ Officer and Director
Michael E. Korybalski (Principal Executive Officer)
/s/ James E. Vincke Vice President-Administration December 2, 1996
- ------------------------------------ and Chief Financial Officer
James E. Vincke (Principal Financial Officer and
Principal Accounting Officer)
/s/ John C. Angell Vice President, Chief Technical December 6, 1996
- ------------------------------------ Fellow and Director
John C. Angell
/s/ Herbert S. Amster Director November 30, 1996
- ------------------------------------
Herbert S. Amster
/s/ Joseph F. Gloudeman Director December 3, 1996
- ------------------------------------
Joseph F. Gloudeman
/s/ David E. Cole Director November 30, 1996
- ------------------------------------
David E. Cole
/s/ Mitchell I. Quain Director November 30, 1996
- ------------------------------------
Mitchell I. Quain
</TABLE>
11
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Page No.
- ------ ------- --------
<S> <C>
4.1 Restated Articles of Incorporation, incorporated by reference
to Exhibit 3.2 to the Company's Registrations Statement on
Form S-1, Registration No. 333-2900
4.2 Restated Bylaws, incorporated by reference to Exhibit 3.4 to
the Company's Registration Statement on Form S-1,
Registration No. 333-2900
5.1 Opinion of Honigman Miller Schwartz and Cohn
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Honigman Miller Schwartz and Cohn (included
in the opinion filed as Exhibit 5.1 to this Registration Statement)
24.1 Powers of Attorney (included after the signature of the
Registrant contained on page 10 of this Registration Statement)
99.1 Mechanical Dynamics, Inc. 1993 Stock Option Plan, incorporated
by reference to Exhibit 10.6 in the Company's Registration Statement
on Form S-1, Registration No. 333-2900
99.2 Mechanical Dynamics, Inc. Employee Stock Purchase Plan,
incorporated by reference as Exhibit 10.8 in the Company's
Registration Statement on Form S-1, Registration No. 333-2900
99.3 Mechanical Dynamics, Inc. 1996 Stock Incentive Plan For Key
Employees, incorporated by reference as Exhibit 10.9 in the
Company's Registration Statement on Form S-1, Registration
No. 333-2900
99.4 Mechanical Dynamics, Inc. Non-Employee Director Stock Option
Plan, incorporated by reference as Exhibit 10.10 in the Company's
Registration Statement on Form S-1, Registration No. 333-2900
</TABLE>
12
<PAGE> 1
EXHIBIT 5.1
LANSING, MICHIGAN
WEST PALM BEACH, FLORIDA
TAMPA, FLORIDA
December 16, 1996
Mechanical Dynamics, Inc.
2301 Commonwealth Blvd.
Ann Arbor, Michigan 48105
Ladies and Gentlemen:
We have represented Mechanical Dynamics, Inc., a Michigan corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement"), for registration under
the Securities Act of 1933, as amended (the "Securities Act"), of a maximum of
911,671 of the Company's Common Shares, par value $.01 per share (the "Common
Shares"), to be issued pursuant to the Mechanical Dynamics, Inc. 1993 Stock
Option Plan, the Mechanical Dynamics, Inc. Employee Stock Purchase Plan, the
Mechanical Dynamics, Inc. 1996 Stock Incentive Plan for Key Employees or the
Mechanical Dynamics, Inc. Non-Employee Director Stock Option Plan
(collectively, the "Plans").
Based upon our examination of such documents and other matters as we
deem relevant, it is our opinion that (i) the Common Shares to be offered by
the Company under the Plans pursuant to the Registration Statement have been
duly authorized and, (ii) when issued and sold by the Company in accordance
with the Plans and the stock options exercised thereunder, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations of the Commission
thereunder.
Very truly yours,
HONIGMAN MILLER SCHWARTZ AND COHN
<PAGE> 1
EXHIBIT 23.1
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
registration statement.
Arthur Andersen LLP
Detroit, Michigan
December 16, 1996
