<PAGE>
As filed with the Securities and Exchange Commission on June 20, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
RESEARCH ENGINEERS, INC.
------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
--------
(State or Other Jurisdiction of Incorporation or Organization)
22-2356861
----------
(I.R.S. Employer Identification No.)
22700 Savi Ranch Parkway, Yorba Linda, California 92887
- ------------------------------------------------- -----------
(Address of Principal Executive Offices) (Zip Code)
Research Engineers, Inc. 1996 Stock Option Plan
-----------------------------------------------
(Full Title of the Plan)
Amrit K. Das, 22700 Savi Ranch Parkway, Yorba Linda, California 92887
---------------------------------------------------------------------
(Name and Address of Agent for Service)
(714) 974-2500
--------------
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to be Offering Price Per Aggregate Offering Amount of Registration
Registered Amount to be Registered Share (1) Price (1) Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 294,000 $3.3125 $973,875 $295.11
===================================================================================================================================
</TABLE>
(1) Calculated in accordance with Rule 457(h)(1) on the basis of the average of
the high and low sales price reported for such securities by The Nasdaq
National Market on June 19, 1997.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents by reference in this
Registration Statement:
(a) The Registrant's Prospectus dated July 25, 1996 filed pursuant to Rule
424(b) of the Securities Act of 1933, as amended, on July 30, 1997.
(b) All reports of the Registrant filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since
July 25, 1996 (the date upon which the Company became subject to the reporting
requirements under the Exchange Act); and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement filed under the Securities Act of 1933, as
amended, on Form SB-2 (File No. 333-4844-LA).
All other documents filed by the Registrant after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this
Registration Statement which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing 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.
The Registrant's Certificate of Incorporation limits, to the maximum
extent permitted by Delaware law, the personal liability of directors for
monetary damages for breach of their fiduciary duties as a director. The
Registrant's Bylaws provide that the Registrant shall indemnify its officers and
directors and may indemnify its employees and other agents to the fullest extent
permitted by Delaware law.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent made a party to
an action by reason of the fact that he or she was a director, officer, employee
or agent of the corporation or was serving at the request of the corporation
against expenses actually and reasonably incurred by him or her in connection
with such action if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation and with respect to any criminal action, had no reasonable cause to
believe his or her conduct was unlawful.
2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, 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 Securities Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
3.1 Certificate of Incorporation of the Registrant*
3.2 Bylaws of the Registrant*
5 Opinion of Snell & Wilmer L.L.P.
10.1 Research Engineers, Inc. 1996 Stock Option Plan*
23.1 Consent of Snell & Wilmer L.L.P. (contained in its opinion filed as
Exhibit 5 to this Registration Statement).
23.2 Consent of KPMG Peat Marwick LLP
_______________
* Filed as an exhibit to the Registrant's Registration Statement on Form
SB-2 dated May 21, 1996 (Registration No. 333-4844-LA).
3
<PAGE>
Item 9. Undertakings.
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 post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
and
(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, including
(but not limited to) any addition or election of a managing underwriter.
(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 offered 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 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.
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 Company 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 that 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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies 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 Yorba Linda, State of California, on this 16th day of
June, 1997.
RESEARCH ENGINEERS, INC.
By: /s/ AMRIT K. DAS
--------------------------
Amrit K. Das, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 16, 1997.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ AMRIT K. DAS
- ------------------------ Chairman of the Board, President
Amrit K. Das (principal executive officer), Chief
Executive Officer and Director
/s/ JYOTI CHATTERJEE
- ------------------------ Executive Vice President, Chief Operating
Jyoti Chatterjee Officer and Director
/s/ BRIAN PAUL
- ------------------------ Chief Financial Officer, Secretary and
Brian Paul and Treasurer (principal financial and
accounting officer)
/s/ DAN W. HEIL
- ------------------------ Director
Dan W. Heil
/s/ BRUCE CUMMINGS
- ------------------------ Director
Bruce Cummings
/s/ SANTANU DAS
- ------------------------ Director
Santanu Das
</TABLE>
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Description Page
- ------- ----------- ------------
<C> <S> <C>
5 Opinion of Snell & Wilmer L.L.P. 7
23.2 Consent of KPMG Peat Marwick LLP 9
</TABLE>
6
<PAGE>
EXHIBIT 5
June 5, 1997
Research Engineers, Inc.
22700 Savi Ranch Parkway
Yorba Linda, California 92887
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Research Engineers, Inc., a Delaware
corporation (the "Company"), and in such capacity have examined the form of
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission") by the Company in
connection with the registration under the Securities Act of 1933, as amended
("Act"), of up to 294,000 shares of common stock, $.01 par value per share, of
the Company (the "Shares"). The Shares are to be sold by the Company upon the
exercise of the stock options granted by the Company under its 1996 Stock Option
Plan. The Shares will be offered and sold pursuant to the Company's Registration
Statement to be filed with the Commission.
As counsel for the Company and for purposes of this opinion, we have
made those examinations and investigations of legal and factual matters we
deemed advisable and have examined the originals, or copies certified to our
satisfaction as being true copies, of those corporate records, certificates,
documents and other instruments which, in our judgment, we considered necessary
or appropriate to enable us to render the opinion expressed below. For these
purposes, we have relied upon certificates provided by public officials and by
officers of the Company as to certain factual matters. We have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the original documents of documents submitted to
us as certified or photostatic copies, and the authenticity of the originals of
the latter documents.
On the basis of the foregoing, and solely relying thereon, we are of
the opinion that the Shares are duly authorized and provided the Shares are
issued, delivered and paid for in the
7
<PAGE>
manner and upon the terms contemplated by the Registration Statement, the Shares
will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ SNELL & WILMER L.L.P.
Snell & Wilmer L.L.P.
8
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Research Engineers, Inc.
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG PEAT MARWICK LLP
Orange County, California
June 4, 1997
9
