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As filed with the Securities and Exchange Commission on July 7, 1999
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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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)
(734) 994-3800
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Common Shares (1) 400,000 shares $5.50 (2) $2,200,000 $611.60
(2)
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(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 July 6, 1999.
Page 1 of 7
Exhibit Index is on Page 5
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The contents of the Form S-8 Registration Statements, File No. 333-17957 and
File No. 333-42909 (the "Prior Registration Statements"), 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, 1998 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 Report of the Registrant on Form 10-Q for the quarter
ended March 31, 1999 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, 1998.
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
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 3 of this Registration Statement)
99.3 Mechanical Dynamics, Inc. 1996 Stock Incentive Plan for Key Employees,
incorporated by reference as Exhibit 10.9 to the Registrant's
Registration Statement on Form S-1, File No. 333-2900
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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 Ann Arbor, State of Michigan, on July 7, 1999.
MECHANICAL DYNAMICS, INC.
By: /s/ Michael E. Korybalski
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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.
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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> <C> <C>
/s/ Michael E. Korybalski Chief Executive Officer and July 7, 1999
- ------------------------- Director (Principal Executive Officer)
Michael E. Korybalski
/s/ Robert R. Ryan President, Chief Operating July 7, 1999
- ------------------ Officer and Director
Robert R. Ryan
/s/ David Peralta Vice President and Chief Financial July 7, 1999
- ----------------- Officer (Principal Financial Officer
David Peralta and Principal Accounting Officer)
/s/ Herbert S. Amster Director July 7, 1999
- ---------------------
Herbert S. Amster
/s/ Joseph F. Gloudeman Director July 7, 1999
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Joseph F. Gloudeman
/s/ David E. Cole Director July 7, 1999
- -----------------
David E. Cole
/s/ Mitchell I. Quain Director July 7, 1999
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Mitchell I. Quain
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT PAGE NO.
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<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 6
23.1 Consent of Arthur Andersen LLP 7
23.2 Consent of Honigman Miller Schwartz and Cohn (included in the opinion filed as Exhibit 5.1 6
to this Registration Statement)
24.1 Powers of Attorney (included after the signature of the Registrant contained on page 3 of 3
this Registration Statement)
99.3 Mechanical Dynamics, Inc. 1996 Stock Incentive Plan for Key Employees, incorporated by --
reference as Exhibit 10.9 to the Registrant's Registration Statement on Form S-1, File No.
333-2900
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EXHIBIT 5.1
[HONIGMAN MILLER SCHWARTZ AND COHN LETTERHEAD]
July 7, 1999
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 400,000 of the
Company's common shares, no par value per share (the "Common Stock"), issued or
to be issued pursuant to options granted under 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. 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
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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 29, 1999,
included in Mechanical Dynamics, Inc.'s Form 10-K for the year ended December
31, 1998, and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Detroit, Michigan,
July 7, 1999.
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