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As filed with the Securities and Exchange Commission on October 28, 1998
File No. 333 -
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OBJECT DESIGN, INC.
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(Exact name of issuer as specified in its charter)
DELAWARE 02-0424252
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) dentification No.)
25 MALL ROAD, BURLINGTON, MASSACHUSETTS 01803
- --------------------------------------- -----
(Address of principal executive offices) (Zip Code)
1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
1997 NONQUALIFIED STOCK OPTION PLAN
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(Full title of the plans)
Robert N. Goldman
President and Chief Executive Officer
Object Design, Inc.
25 Mall Road
Burlington, Massachusetts 01803
(781) 674-5000
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(Name and address, including zip code, and telephone number,
including area code, of agent for service)
WITH A COPY TO:
Brian Greene, Esq. Julio E. Vega, Esq.
General Counsel Bingham Dana LLP
Object Design, Inc. 150 Federal Street
25 Mall Road Boston, MA 02110
Burlington, MA 01803 (617) 951-8000
(781) 674-5000
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<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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- --------------------------------------------------------------------------------------------
PROPOSED
TITLE OF PROPOSED MAXIMUM
SECURITIES AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
- --------------------------------------------------------------------------------------------
1996 Incentive and Nonqualified Stock Option Plan
- -------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 $4.72 (1) $4,720,000 (1) $1,312 (1)
(par value $0.001) shares
1997 Nonqualified Stock Option Plan
- -----------------------------------
Common Stock 1,000,000 $4.72 (2) $4,720,000 (2) $1,312 (2)
(par value $0.001) shares
- --------------------------------------------------------------------------------------------
</TABLE>
(1) For additional shares issuable pursuant to stock options available
for grant under the 1996 Incentive and Nonqualified Stock Option Plan at October
26, 1998, estimated pursuant to Rule 457 (c) and (h) based on an estimated
exercise price of $4.72, which is the average of the high and low prices of the
Common Stock as reported on the National Association of Securities Dealers
Automated Quotation National Market System on October 26, 1998. Pursuant to a
Registration Statement on Form S-8 (File No. 333-14741) previously filed by the
Registrant on October 24, 1996, the Registrant also registered 2,700,000 shares
of Common Stock issuable pursuant to the 1996 Incentive and Nonqualified Stock
Option Plan. A filing fee in the amount of $9,858 was previously paid with
respect to such shares.
(2) For additional shares issuable pursuant to stock options available
for grant under the 1997 Nonqualified Stock Option Plan at October 26, 1998,
estimated pursuant to Rule 457 (c) and (h) based on an estimated exercise price
of $4.72, which is the average of the high and low prices of the Common Stock as
reported on the National Association of Securities Dealers Automated Quotation
National Market System on October 26, 1998. Pursuant to a Registration Statement
on Form S-8 (File No. 333-31521) previously filed by the Registrant on July 17,
1997, the Registrant also registered 2,500,000 shares of Common Stock issuable
pursuant to the 1997 Nonqualified Stock Option Plan. A filing fee in the amount
of $341 was previously paid with respect to such shares.
Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended, the Prospectus relating to the shares of Common Stock issuable pursuant
to the 1996 Incentive and Nonqualified Stock Option Plan (the "1996 Plan")
registered pursuant to this Registration Statement is a combined Prospectus that
relates also to the shares of Common Stock issuable pursuant to the 1996 Plan
registered pursuant to a Registration Statement on Form S-8 (File No. 333-14741)
previously filed by the Registrant on October 24, 1996.
Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended, the Prospectus relating to the shares of Common Stock issuable pursuant
to the 1997 Nonqualified Stock Option Plan (the "1997 Plan") registered pursuant
to this Registration Statement is a combined Prospectus that relates also to the
shares of Common Stock issuable pursuant to the 1997 Plan registered pursuant to
a Registration Statement on Form S-8 (File No. 333-31521) previously filed by
the Registrant on July 17, 1997.
<PAGE>
EXPLANATORY NOTE
On October 24, 1996, Object Design, Inc. (the "Company") filed a
Registration Statement on Form S-8 (File No. 333-14741) (hereinafter, the "1996
Plan Registration Statement") for purposes of effecting the registration under
the Securities Act of 1933, as amended (the "Securities Act"), of, among other
shares, 2,700,000 shares of common stock, par value $0.001 per share ("Common
Stock"), issuable by the Company pursuant to its 1996 Incentive and Nonqualified
Stock Option Plan (the "1996 Plan"). Subsequently, the Company amended the 1996
Plan for the purpose of increasing the aggregate number of shares of Common
Stock subject to issuance under the 1996 Plan, as amended, from 2,700,000 to
3,700,000.
On July 17, 1997, the Company filed a Registration Statement on Form
S-8 (File No. 333-31521) (hereinafter, the "1997 Plan Registration Statement")
for purposes of effecting the registration under the Securities Act of, among
other shares, 1,500,000 shares of Common Stock issuable by the Company pursuant
to its 1997 Nonqualified Stock Option Plan (the "1997 Plan"). Subsequently, the
Company amended the 1997 Plan for the purpose of increasing the aggregate number
of shares of Common Stock subject to issuance under the 1997 Plan, as amended,
from 1,500,000 to 3,500,000.
This Registration Statement on Form S-8 has been prepared and filed
pursuant to and in accordance with the requirements of General Instruction E to
Form S-8 for the purpose of effecting the registration under the Securities Act
of (i) the additional 1,000,000 shares of Common Stock subject to issuance upon
exercise of stock options that may be granted under the 1996 Plan at any time or
from time to time after the date hereof under the 1996 Plan and (ii) the
additional 1,000,000 shares of Common Stock subject to issuance upon exercise of
stock options that may be granted under the 1997 Plan at any time or from time
to time after the date hereof under the 1997 Plan. Pursuant to General
Instruction E to Form S-8, the Registrant hereby incorporates herein by
reference the contents of the 1996 Plan Registration Statement and the 1997 Plan
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated in this Registration Statement by
reference:
(a) the contents of the registration of the 1996 Incentive and
Nonqualified Stock Option Plan of Object Design, Inc. (the "Company" or the
"Registrant") on Form S-8, SEC file number 333-14741, as filed with the
Commission on October 24, 1996; and
(b) the contents of the Company's registration of its 1997 Nonqualified
Stock Option Plan on Form S-8, SEC file number 333-31521, as filed with the
Commission on July 17, 1997.
(c) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, as filed with the Commission on March 31, 1998; and
(d) the Company's Quarterly Report on Form 10-Q for the quarterly
periods ended March 31, 1998 and June 30, 1998, as filed with the Commission on
May 15, 1998 and August 13, 1998 respectively.
<PAGE>
All documents subsequently filed by the Company pursuant to Sections 13
(a), 13 (c), 14 and 15 (d) of the Securities Exchange Act of 1934, 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 Amended and Restated Certificate of Incorporation. Incorporated by
reference to Exhibit 3.3 to the Registrant's Registration Statement on
Form S-1 (File No. 333-05241).
4.2 Amended and Restated By-laws of the Company. Incorporated by reference
to Exhibit 3.5 to the Registrant's Registration Statement on Form S-1
(File No. 333-05241).
4.3 Specimen certificate for Common Stock of the Company. Incorporated by
reference to Exhibit 4.1 to the Registrant's Registration Statement on
Form S-1 (File No. 333-05241).
5.1 Opinion of Counsel
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
99.1 First Amendment to the 1996 Incentive and Nonqualified Stock Option
Plan
99.2 First Amendment to the 1997 Nonqualified Stock Option Plan
<PAGE>
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 Town of Burlington, Massachusetts, on this 28th day of
October, 1998.
OBJECT DESIGN, INC.
By: /s/ Robert N. Goldman
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Robert N. Goldman
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Robert N. Goldman, Justin J. Perreault
and Lacey P. Brandt, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing which they, or any of them, may deem necessary or advisable
to be done in connection with this Registration Statement, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or any
substitute or substitutes for any or all of them, may lawfully do or cause to be
done by virtue hereof.
<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
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<S> <C> <C>
/s/ Robert N. Goldman President and Chief October 28, 1998
- ---------------------------- Executive Officer
Robert N. Goldman (Principal Executive
Officer) and Director
/s/ Lacey P. Brandt Chief Financial Officer October 28, 1998
- ---------------------------- and Treasurer (Principal
Lacey P. Brandt Financial Officer and
Principal Accounting
Officer)
/s/ Gerald B. Bay Director October 28, 1998
- ----------------------------
Gerald B. Bay
/s/ Arthur J. Marks Director October 28, 1998
- ----------------------------
Arthur J. Marks
/s/ Kevin J. Burns Director October 28, 1998
- ----------------------------
Kevin J. Burns
/s/ Steven C. Walske Director October 28, 1998
- ----------------------------
Steven C. Walske
/s/ David A. Litwack Director October 28, 1998
- ----------------------------
David A. Litwack
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
4.1 Amended and Restated Certificate of Incorporation. Incorporated
by reference to Exhibit 3.3 to the Registrant's Registration
Statement on Form S-1 (File No. 333-05241).
4.2 Amended and Restated By-laws of the Company. Incorporated by
reference to Exhibit 3.5 to the Registrant's Registration
Statement on Form S-1 (File No. 333-05241).
4.3 Specimen certificate for Common Stock of the Company.
Incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (File No. 333-05241).
5.1 Opinion of Counsel
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
99.1 First Amendment to the 1996 Incentive and Nonqualified Stock
Option Plan
99.2 First Amendment to the 1997 Nonqualified Stock Option Plan
EXHIBIT 5.1
BINGHAM DANA LLP
150 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
October 28, 1998
Object Design, Inc.
25 Mall Road
Burlington, MA 01803
Dear Sir or Madam:
We have acted as counsel for Object Design, Inc., a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission on
October 28, 1998 (the "Registration Statement").
The Registration Statement covers the registration of (i) 1,000,000
shares (the "1996 Plan Shares") of common stock, $0.001 par value per share, of
the Company (the "Common Stock"), which are to be issued by the Company pursuant
to the Company's 1996 Incentive and Nonqualified Stock Option Plan (the "1996
Plan") and (ii) 1,000,000 shares (the "1997 Plan Shares") of Common Stock which
are to be issued by the Company pursuant to the Company's 1997 Nonqualified
Stock Option Plan (the "1997 Plan"). The 1996 Plan and the 1997 Plan are
collectively referred to herein as the "Plans" and the 1996 Plan Shares and the
1997 Plan Shares are collectively referred to herein as the "Shares".
We have reviewed the corporate proceedings of the Company with respect
to the authorization of the Plan and the issuance of the Shares thereunder. We
have also examined and relied upon originals or copies of such agreements,
instruments, corporate records, certificates, and other documents as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form, and the legal competence of each individual
executing any document. As to all matters of fact (including factual conclusions
and characterizations and descriptions of purpose, intention or other state of
mind) we have relied entirely upon certificates of officers of the Company, and
have assumed, without independent inquiry, the accuracy of those certificates.
We further assume that all Shares issued upon exercise of options
granted or to be granted pursuant to the Plans will be issued in accordance with
the terms of such Plans and that the purchase price of the Shares will be
greater than or equal to the par value per share of the Shares.
Subject to the limitations set forth below, we have made such
examination of law as we have deemed necessary for the purposes of this opinion.
This opinion is limited solely to the Delaware General Corporation Law as
applied by courts located in Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered upon the exercise of options duly granted
pursuant to the applicable Plan and against the payment of the purchase price
therefor, will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ BINGHAM DANA LLP
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BINGHAM DANA LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Object Design, Inc. to register 2,000,000 shares of common stock in
connection with the Company's stock option plans of our reports dated February
11, 1998, on our audits of the consolidated financial statements and financial
statement schedule of Object Design, Inc. as of December 31, 1997 and 1996, and
for the years ended December 31, 1997, 1996 and 1995, which reports are included
in the Company's 1997 Annual Report on Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
- ------------------------------
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
October 27, 1998
EXHIBIT 99.1
FIRST AMENDMENT TO
OBJECT DESIGN, INC.
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1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
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Witnesseth:
Whereas Object Design, Inc. (the "Corporation") has herefore approved and
adopted the above referenced Plan; and
Whereas the Corporation wishes to amend said Plan as consented to by the
directors of the Corporation. Now, therefore, the 1996 Incentive and
Nonqualified Stock Option Plan (the "Plan") is hereby amended as follows:
The contents of Section 3.1 are hereby deleted and replaced with the following:
"SHARES SUBJECT TO PLAN. The stock subject to the options granted under the Plan
shall be shares of the Company's authorized but unissued common stock, par value
$.001 per share ("Common Stock"), or shares of the Company's Common Stock held
in treasury. The total number of shares that may be issued pursuant to options
granted under the Plan shall not exceed an aggregate of 3,700,000 shares of
Common Stock, PROVIDED, HOWEVER, that (i) prior to the first anniversary of the
adoption of the Plan, no more than an aggregate maximum of 1,200,000 shares may
be issued pursuant to options granted under the Plan, (ii) prior to the second
anniversary of the adoption of the Plan, no more than an aggregate maximum of
1,500,000 shares may be issued pursuant to options granted under the Plan, (iii)
prior to the third anniversary of the adoption of the Plan, no more than an
aggregate maximum of 2,800,000 shares may be issued pursuant to options granted
under the Plan, (iv) prior to the fourth anniversary of the adoption of the
Plan, no more than an aggregate maximum of 3,100,000 shares may be issued
pursuant to options granted under the Plan, (v) prior to the fifth anniversary
of the adoption of the Plan, no more than an aggregate maximum of 3,400,000
shares may be issued pursuant to options granted under the Plan. After the fifth
anniversary of the adoption of the Plan, no more than an aggregate maximum of
3,700,000 shares may be issued pursuant to options granted under the Plan. Such
number of shares shall be subject to adjustment as provided in Section 7
hereof."
The foregoing terms and conditions are the only changes to be incorporated into
the Plan; all terms and conditions not modified herein shall remain in full
force and effect.
OBJECT DESIGN, INC.
By: /s/ Robert N. Goldman
-------------------------------------
Robert N. Goldman
President and Chief Executive Officer
EXHIBIT 99.2
FIRST AMENDMENT TO
OBJECT DESIGN, INC.
-------------------
1997 NONQUALIFIED STOCK OPTION PLAN
-----------------------------------
Witnesseth:
Whereas Object Design, Inc. (the "Corporation") has herefore approved and
adopted the above referenced Plan; and
Whereas the Corporation wishes to amend said Plan as consented to by the
directors of the Corporation. Now, therefore, the 1997 Nonqualified Stock Option
Plan (the "Plan") is hereby amended as follows:
The contents of Section 3 are hereby deleted and replaced with the following:
"OPTION SHARES.
The stock subject to the Options and other provisions of the Plan shall
be shares of the Company's Common Stock, $.001 par value (the "Common Stock").
The total amount of the Common Stock with respect to which Options may be
granted shall not exceed in the aggregate 2,500,000 shares; PROVIDED, HOWEVER,
that the class and aggregate number of shares which may be subject to Options
granted hereunder shall be subject to adjustment in accordance with the
provisions of Paragraph 16 hereof; and, PROVIDED FURTHER, that (i) no employee
may be awarded Options to purchase more than 50,000 shares pursuant to grants
under the Plan in any twelve (12) month period without the approval of the
Compensation Committee of the Board of Directors (the "Committee"); (ii)
individual Option grants may not exceed 5,000 shares per grant without the
approval of the Committee; (iii) no employee may be awarded more than two Option
grants in any twelve (12) month period without the approval of the Committee;
and (iv) the aggregate number of shares subject to grants under the Plan may not
exceed 1,000,000 in any twelve (12) month period. Shares subject to Options
granted hereunder may be treasury shares or authorized but unissued shares.
In the event that any outstanding Option for any reason shall expire or
terminate prior to exercise, the shares of Common Stock allocable to the
unexercised portion of such Option may again be subject to an Option under the
Plan."
The foregoing terms and conditions are the only changes to be incorporated into
the Plan; all terms and conditions not modified herein shall remain in full
force and effect.
OBJECT DESIGN, INC.
By: /s/ Robert N. Goldman
-------------------------------------
Robert N. Goldman
President and Chief Executive Officer
