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As filed with the Securities and Exchange Commission on December 20, 1999
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)
1997 NONQUALIFIED STOCK OPTION PLAN
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(Full title of the plans)
Robert N. Goldman
Chairman, 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. John D. Patterson, Jr., Esquire
General Counsel Robert W. Sweet, Jr., Esquire
OBJECT DESIGN, INC. FOLEY, HOAG & ELIOT LLP
25 Mall Road One Post Office Square
Burlington, MA 01803 Boston, Massachusetts 02109
(781) 674-5000 (617) 832-1000
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<PAGE>
CALCULATION OF REGISTRATION FEE
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
Common Stock 1,000,000 $10.10 (1) $10,100,000 $2,666
(par value $0.001) shares
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Totals 1,000,000 $10,100,000 $2,666
(1) Estimated pursuant to Rule 457 (c) and (h) based on an assumed
exercise price of $10.10, which is the average of the high and low sale prices
of the Common Stock as reported on the Nasdaq National Market on December 17,
1999.
EXPLANATORY NOTE
On July 17, 1997, the Company filed a Registration Statement on Form
S-8 (File No. 333-31521) 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, on October 28, 1998, the Company filed a Registration
Statement on Form S-8 (File No. 333-66219) for purposes of effecting the
registration under the Securities Act of, among other shares, an additional
1,000,000 shares of Common Stock issuable by the Company pursuant to its 1997
Plan, and on July 23, 1999, the Company filed a Registration Statement on Form
S-8 (File No. 333-83645) for purposes of effecting the registration under the
Securities Act of, among other shares, an additional 1,000,000 shares of Common
Stock issuable by the Company pursuant to its 1997 Plan. The contents of the
foregoing registration statements are incorporated by reference herein.
On October 14, 1999 the Board of Directors adopted and approved an
amendment to 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
3,500,000 to 4,500,000. 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 the additional 1,000,000 shares of Common Stock
issuable pursuant to the 1997 Plan by reason of the foregoing amendment.
<PAGE>
ITEM 8. EXHIBITS.
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)
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 20th day of
December, 1999.
OBJECT DESIGN, INC.
By:/s/ Robert N. Goldman
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Robert N. Goldman
Chairman, 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 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.
Signature Title Date
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/s/ Robert N. Goldman
- ----------------------- Chairman, President and Dec. 20, 1999
Robert N. Goldman Chief Executive Officer
(Principal Executive
Officer) and Director
/s/ Lacey P. Brandt
- ----------------------- Chief Financial Officer Dec. 20, 1999
Lacey P. Brandt and Treasurer (Principal
Financial Officer and
Principal Accounting
Officer)
/s/ Justin J. Perreault
- ----------------------- Director Dec. 20, 1999
Justin J. Perreault
/s/ Gerald B. Bay
- ----------------------- Director Dec. 20, 1999
Gerald B. Bay
/s/ Arthur J. Marks
- ----------------------- Director Dec. 20, 1999
Arthur J. Marks
/s/ Kevin J. Burns
- ----------------------- Director Dec. 20, 1999
Kevin J. Burns
/s/ David A. Litwack
- ----------------------- Director Dec. 20, 1999
David A. Litwack
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
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5.1 Opinion of Counsel
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
Exhibit 5.1
FOLEY HOAG & ELIOT LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
December 20, 1999
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
December 20, 1999 (the "Registration Statement").
The Registration Statement covers the registration of 1,000,000 shares
(the "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
1997 Nonqualified Stock Option Plan (the "Plan").
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 Plan will be issued in accordance with
the terms of such Plan 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 Plan and against the payment of the purchase price therefor,
will be validly issued, fully paid, and non-assessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By: /s/ Robert W. Sweet, Jr.
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A Partner
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated February 11, 1999, relating to the
financial statements and financial statement schedule of Object Design, Inc.,
which appears in Object Design, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
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PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
December 14, 1999
