As filed with the Securities and Exchange Commission on July 23, 1997
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Registration No. 333-29285
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
on
FORM S-8
to FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
MARCAM SOLUTIONS, INC.
(Exact Name of registrant as specified in its charter)
Delaware 04-3371621
(State or other jurisdiction of (I.R.S. Employee Identification No.)
incorporation or organization)
95 Wells Avenue, Newton, Massachusetts 02159
(Address of principal executive offices) (Zip Code)
Marcam Solutions, Inc. 1997 Stock Plan
Marcam Solutions, Inc. 1997 Employee Stock Purchase Plan
Marcam Solutions, Inc. 1997 Non-Employee Director Stock Option Plan
(Full title of the plans)
-----------------------------
MICHAEL J. QUINLAN
Chief Executive Officer
MARCAM SOLUTIONS, INC.
95 Wells Avenue
Newton, Massachusetts 02159
(617) 965-0220
(Name, address including zip code and telephone number,
including area code, of agent for service)
-----------------------------
Copy to:
MARK H. BURNETT
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, MA 02110
(617) 248-7000
===============================================================================
<PAGE>
REGISTRATION OF SHARES TO BE ISSUED UPON EXERCISE OF OPTIONS
GRANTED PURSUANT TO THE MARCAM SOLUTIONS, INC. 1997 STOCK PLAN,
THE MARCAM SOLUTIONS, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN AND
THE MARCAM SOLUTIONS, INC. 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Marcam Solutions, Inc. hereby amends its Registration Statement on Form S-4
(No. 333-29285) (the "Form S-4") by filing this Post-Effective Amendment No. 1
on Form S-8 relating to the sale of the Common Stock, par value $.01 per share
("Common Stock"), of Marcam Solutions, Inc. reserved for issuance pursuant to
the Marcam Solutions, Inc. 1997 Stock Plan, Marcam Solutions, Inc. 1997 Employee
Stock Purchase Plan and Marcam Solutions, Inc. 1997 Non-Employee Director Stock
Option Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Item 1 will be
sent or given to employees, directors or others as specified by Rule 428(b)(1).
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission") and the instructions to Form S-8, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
<PAGE>
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in this Item 2 will be
sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated in this Registration Statement by reference as of their
respective dates (File No. 0-22841):
1. The Registrant's Registration Statement on Form 10, filed on July 15,
1997 and amended on July 22, 1997.
2. The section entitled "Description of Marcam Solutions Capital Stock"
contained in the Registrant's Registration Statement on Form 10 filed
pursuant to Section 12(g) of the Exchange Act on July 15, 1997 and amended
on July 22, 1997.
All documents subsequently filed with the Commission 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 herein 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 a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law (the "Delaware Law") permits
indemnification of officers, directors, employees and agents against liabilities
and expenses incurred in proceedings if such person acted in good faith and in a
manner he 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 conduct was unlawful. In the case of derivative actions,
indemnification is limited to expenses and no indemnification may be made in
respect of any claim, issue or matter as to which such person has been adjudged
to be liable to the corporation unless indemnification is otherwise authorized
by a court. In the case of any criminal proceeding, the individual must either
have had reasonable cause to believe the conduct was lawful or had no reasonable
cause to believe the conduct was unlawful. The Delaware Law provides that the
statutory indemnification is not exclusive of rights to indemnification provided
in the certificate of incorporation or by-laws, or through resolutions of a
corporation's board of directors or shareholders.
The Certificate of Incorporation of Marcam Solutions provides that each
person who is involved in any actual or threatened action, suit, or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service to the full extent permitted by
Delaware Law as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than said law permitted
prior to such amendment) or by other applicable laws then in effect. The
indemnification rights offered by the Certificate of Incorporation of Marcam
Solutions are not exclusive of any other right to which a person seeking
indemnification may be entitled under any law, by-law, agreement, vote of
stockholders or disinterested directors or otherwise. Marcam Solutions intends
to enter into indemnification agreements with its directors and officers
providing indemnification to the full extent permitted by Delaware Law. Marcam
Solutions is authorized to purchase and maintain (and Marcam Solutions intends
to maintain) insurance on behalf of its directors, officers, employees and
agents.
Item 7. Exemption From Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
4.1* Certificate of Incorporation of the Registrant (previously filed as Exhibit 3.1)
4.2* By-laws of the Registrant (previously filed as Exhibit 3.2)
4.3* Specimen Certificate representing the Common Stock (previously filed as Exhibit 4.1)
4.4* Marcam Solutions, Inc. 1997 Employee Stock Purchase Plan (previously filed as Exhibit 10.3)
4.5* Marcam Solutions, Inc. 1997 Stock Plan (previously filed as Exhibit 10.4)
4.6* Marcam Solutions, Inc. 1997 Non-Employee Director Stock Option Plan (previously filed
as Exhibit 10.5)
4.7* Rights Agreement, dated July 17, 1997, between Registrant and The First National Bank of Boston,
which includes as Exhibit A the form of Certificate of Designation of Preferred Stock, as
Exhibit B the Form of Rights Certificate, and as Exhibit C the Summary of Rights to Purchase
Preferred Stock (previously filed as Exhibit 4.2 to Amendment No. 1 to the Registrant's Registration Statement on
Form 10 filed on July 22, 1997 and incorporated herein by this reference)
4.8* Form of Warrant (previously filed as Exhibit 4.3)
5* Opinion of Testa, Hurwitz & Thibeault, LLP
23.1* Consent of Testa, Hurwitz & Thibeault, LLP (contained in its opinion as Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (contained in the Signatures)
</TABLE>
- ----------------
* Previously filed as exhibit number referenced.
<PAGE>
Item 9. Undertakings.
(a) 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 recent
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
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and 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 than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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 at that time shall be deemed to be the initial
bona fide offering thereof.
<PAGE>
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant'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.
(c) 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 of expenses
incurred or paid by a director, officer or controlling person of 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<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 city of Newton, Commonwealth of Massachusetts, on this
23rd day of July, 1997.
MARCAM SOLUTIONS, INC.
By: /s/ George A. Chamberlain, 3d
----------------------------------
George A. Chamberlain, 3d
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Michael J.
Quinlan and George A. Chamberlain, 3d his or her attorneys-in-fact, each with
the power of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
or her substitute or substitutes, may do or cause to be done by virtue hereof.
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.
Signature Title Date
/s/ Michael J. Quinlan President, Chief Executive July 23, 1997
- ------------------------------ Officer and Director
Michael J. Quinlan (Principal Executive Officer)
/s/ George A. Chamberlain, 3d Vice President of Finance and July 23, 1997
- ----------------------------- Chief Financial Officer
George A. Chamberlain, 3d (Principal Financial and
Accounting Officer)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
4.1* Certificate of Incorporation of the Registrant (previously filed as Exhibit 3.1)
4.2* By-laws of the Registrant (previously filed as Exhibit 3.2)
4.3* Specimen Certificate representing the Common Stock (previously filed as Exhibit 4.1)
4.4* Marcam Solutions, Inc. 1997 Employee Stock Purchase Plan (previously filed as Exhibit 10.3)
4.5* Marcam Solutions, Inc. 1997 Stock Plan (previously filed as Exhibit 10.4)
4.6* Marcam Solutions, Inc. 1997 Non-Employee Director Stock Option Plan (previously filed
as Exhibit 10.5)
4.7* Rights Agreement, dated July 17, 1997, between Registrant and The First National Bank of Boston,
which includes as Exhibit A the form of Certificate of Designation of Preferred Stock, as
Exhibit B the Form of Rights Certificate, and as Exhibit C the Summary of Rights to Purchase
Preferred Stock (previously filed as Exhibit 4.2 to Amendment No. 1 to the Registrant's Registration Statement
on Form 10 filed on July 22, 1997 and incorporated herein by this reference)
4.8* Form of Warrant (previously filed as Exhibit 4.3)
5* Opinion of Testa, Hurwitz & Thibeault, LLP
23.1* Consent of Testa, Hurwitz & Thibeault, LLP (contained in its opinion as Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (contained in the Signatures)
</TABLE>
- ----------------
* Previously filed as exhibit number referenced.
Exhibit 23.2
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Marcam Solutions, Inc. on Form S-8 of our report dated June 3, 1997, on our
audits of the combined financial statements of MAPICS, Inc. as of September 30,
1995 and 1996 and March 31, 1997 and for each of the three years in the period
ended September 30, 1996 and for the six months ended March 31, 1997, which
report is included in the registration statement of Marcam Solutions, Inc. on
Form 10 dated July 15, 1997, as amended by Form 8-K dated July 15, 1997.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
July 23, 1997
Exhibit 23.3
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Marcam Solutions, Inc. on Form S-8 of our report dated October 24, 1996 on
our audits of the consolidated financial statements of Marcam Corporation as of
September 30, 1996 and 1995, and for the years ended September 30, 1996 and
1995, which report is included in the registration statement of Marcam
Solutions, Inc. on Form 10 dated July 15, 1997, as amended by Form 8-K dated
July 15, 1997.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
July 23, 1997
Exhibit 23.4
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Marcam Solutions, Inc.:
We consent to incorporation by reference in this Registration Statement on Form
S-8 of Marcam Solutions, Inc. of our report dated October 20, 1994, relating to
the consolidated statements of operations, stockholders' equity and cash flows
of Marcam Corporation and subsidiaries for the year ended September 30, 1994,
which report appears in the September 30, 1996 annual report on Form 10-K of
Marcam Corporation.
KPMG Peat Marwick LLP
Boston, Massachusetts
July 23, 1997
