<PAGE> 1
As filed with the Securities and Exchange Commission on December 22, 1997
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 1996 STOCK INCENTIVE PLAN FOR KEY EMPLOYEES
(Full title of the plan)
MICHAEL E. KORYBALSKI
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)
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
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 (1) 200,000 shares $ 7.03 (2) $ 1,406,000.00 (2) $ 485.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) No par value per share (the "Common Stock").
(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 19, 1997.
Page 1 of 6 Pages
Exhibit Index is on Page 6
<PAGE> 2
The contents of the Form S-8 Registration Statement, File No.
333-17957 (the "Prior Registration Statement"), of Mechanical Dynamics, Inc.
(the "Registrant") are incorporated in this Form S-8 Registration Statement by
reference.
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. The Annual Report of Mechanical Dynamics, Inc. (the
"Registrant") on Form 10-K for the fiscal year ended December 31, 1996
as filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
2. The Quarterly Reports of the Registrant on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997
and any other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Exchange Act, since the end of the fiscal year
ended December 31, 1996.
3. 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 Commission pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), as part of its
Registration Statement on Form S-1 (File No. 333-2900), effective May
14, 1996 (the "Registration Statement"), and incorporated by reference
into the Registrant's Registration Statement on Form 8-A, effective
May 14, 1996 and filed with the Commission pursuant to the Exchange
Act, 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 8. EXHIBITS.
4.1 Restated Articles of Incorporation, incorporated by reference
to Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, File No. 333-2900
4.2 Restated Bylaws incorporated by reference to Exhibit 3.4 to
the Registrant's Registration Statement on Form S-1, File No.
333- 2900
5.1 Opinion of Honigman Miller Schwartz and Cohn
2
<PAGE> 3
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 4 of this Registration Statement)
99.3 Mechanical Dynamics, Inc. 1996 Stock Incentive Plan for Key
Employees, incorporated by reference as Exhibit 10.9 in the
Registrant's Registration Statement on Form S-1, File No.
333-2900
3
<PAGE> 4
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 December 16,
1997.
MECHANICAL DYNAMICS, INC.
By:/s/ Michael E. Korybalski
------------------------------------
Michael E. Korybalski
Its: 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 David
Peralta, 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. 1996 Stock Incentive Plan For Key
Employees, 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.
4
<PAGE> 5
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 Chief Executive Officer and December 16, 1997
- ------------------------------------ Director (Principal Executive Officer)
Michael E. Korybalski
/s/ David Peralta Vice President and Chief Financial December 16, 1997
- ------------------------------------ Officer (Principal Financial Officer
David Peralta and Principal Accounting Officer)
/s/ John C. Angell Vice President, Chief Technical December 17, 1997
- ------------------------------------ Fellow and Director
John C. Angell
/s/ Herbert S. Amster Director December 17, 1997
- ------------------------------------
Herbert S. Amster
/s/ Joseph F. Gloudeman Director December 18, 1997
- ------------------------------------
Joseph F. Gloudeman
/s/ David E. Cole Director December 15, 1997
- ------------------------------------
David E. Cole
/s/ Mitchell I. Quain Director December 16, 1997
- ------------------------------------
Mitchell I. Quain
/s/ Robert R. Ryan President, Chief Operating December 16, 1997
- ------------------------------------ Officer and Director
Robert R. Ryan
</TABLE>
5
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Page No.
- ------ ------- --------
<S> <C> <C>
4.1 Restated Articles of Incorporation, incorporated by reference to Exhibit 3.2 --
to the Registrant's Registration Statement on Form S-1, File No. 333-2900
4.2 Restated Bylaws incorporated by reference to Exhibit 3.4 to the Registrant's --
Registration Statement on Form S-1, File No. 333-2900
5.1 Opinion of Honigman Miller Schwartz and Cohn 7
23.1 Consent of Arthur Andersen LLP 8
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 4 of this Registration Statement) --
99.3 Mechanical Dynamics, Inc. 1996 Stock Incentive Plan for Key Employees,
incorporated by reference as Exhibit 10.9 in the Registrant's Registration
Statement on Form S-1, File No. 333-2900 --
</TABLE>
6
<PAGE> 1
EXHIBIT 5.1
[HONIGMAN MILLER SCHWARTZ AND COHN LETTERHEAD]
December 22, 1997
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 200,000 shares of
the Company's common stock, no par value per share (the "Common Stock"), issued
or to be issued pursuant to the Mechanical Dynamics, Inc. 1996 Stock Incentive
Plan for Key Employees (the "Plan").
Based upon our examination of such documents and other matters as we deem
relevant, it is our opinion that the Common Stock to be offered by the Company
under the Plan pursuant to the Registration Statement have been duly authorized
and, when issued and sold by the Company in accordance with the Plan and the
stock options exercised thereunder, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
(incorporated by reference from the Registration Statement on Form S-8, File
No. 333-17957, under the caption "Experts"). In giving such consents, 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
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 22, 1997,
included in Mechanical Dynamics, Inc.'s Form 10-K for the year ended December
31, 1996, and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Ann Arbor, Michigan,
December 17, 1997.
