<PAGE>
As filed with the Securities and Exchange Commission on February 9, 1999
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. 1998 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
Amount to be Offering Price Aggregate Amount of
Title of Securities to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
- ------------------------------------- ------------------ ------------------- ------------------- ------------------
<S> <C> <C> <C> <C>
- ------------------------------------- ------------------ ------------------- ------------------- ------------------
Common Stock, $.01 par value 500,000 $3.12500 $1,562,500 $434.38
- ------------------------------------- ------------------ ------------------- ------------------- ------------------
<FN>
(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 February 5, 1999.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I, Items 1
and 2, will be delivered to employees in accordance with Form S-8 and Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
2
<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 Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1998 filed on June 29, 1998.
(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 March 31, 1998; 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.
3
<PAGE>
Insofar as indemnification for liabilities arising under 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.
4.1 Certificate of Incorporation of the Registrant*
4.2 Bylaws of the Registrant*
4.3 Research Engineers, Inc. 1998 Stock Option Plan**
5 Opinion of Rutan & Tucker, LLP
23.1 Consent of KPMG LLP, independent accountants
23.2 Consent of Rutan & Tucker, LLP (contained in its
opinion filed as Exhibit 5 to this Registration
Statement)
- ---------------
* Filed as an exhibit to the Registrant's Registration Statement
on Form SB-2 dated May 21, 1996 (Registration No. 333-4844-LA).
** Filed as an exhibit to the Registrant's Proxy Statement filed
pursuant to Section 14(a) of the Securities Exchange Act on
November 12, 1998.
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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more
4
<PAGE>
than 20 percent change in the maximum aggregate offering price set forth in the
"Calculatioin of Registation Fee" table in the effective 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.
(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 registrant 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 the 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.
5
<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 5th day of
February, 1999.
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 February 5, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/S/ AMRIT K. DAS
- ------------------------
Amrit K. Das Chairman of the Board, President
(principal executive officer), Chief
Executive Officer and Director
/S/ JYOTI CHATTERJEE
- ------------------------
Jyoti Chatterjee Executive Vice President, Chief Operating
Officer and Director
/S/ WAYNE L. BLAIR
- ------------------------
Wayne L. Blair Chief Financial Officer, Secretary and
Treasurer (principal financial and
accounting officer)
/S/ DAN W. HEIL
- ------------------------
Dan W. Heil Director
/S/ BRUCE CUMMINGS
- ------------------------
Bruce Cummings Director
/S/ SANTANU DAS
- ------------------------
Santanu Das Director
</TABLE>
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Description Page
--- ----------- ----
<C> <S> <C>
5 Opinion of Rutan & Tucker, LLP, counsel for
the Registrant (including consent) 8
23.1 Consent of KPMG LLP, independent
accountants 10
</TABLE>
7
<PAGE>
Exhibit 5
January 27, 1999
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
(the "Act"), of up to 500,000 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 1998 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 manner and upon the terms contemplated by
the Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.
8
<PAGE>
Research Engineers, Inc.
January 27, 1999
Page -2-
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/ RUTAN & TUCKER, LLP
9
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Research Engineers, Inc.:
We consent to the use of our audit report dated May 13, 1998 on the consolidated
balance sheet of Research Engineers, Inc. and subsidiaries as of March 31, 1998,
and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the two year period ended March 31, 1998,
which report appears in the annual report on Form 10-KSB of Research Engineers,
Inc., incorporated herein by reference.
/S/ KPMG LLP
Orange County, California
February 9, 1999
10
