As filed with the Securities and Exchange Commission on June 23, 1998
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Unigraphics Solutions Inc.
(Exact name of Registrant as specified in its charter)
Delaware 75-2728894
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
13736 Riverport Drive 63034
Maryland Heights, Missouri (Zip code)
(Address of principal executive offices)
Unigraphics Solutions Inc. 1998 Incentive Plan
(Full title of the plan)
John J. Mazzola
Unigraphics Solutions Inc.
13736 Riverport Drive
Maryland Heights, Missouri 63043
(Name and address of agent for service)
(314) 344-5900
(Telephone number, including area code, of agent for service)
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Copy to:
David B. Hollander
Electronic Data Systems Corporation
5400 Legacy Drive, MS H3-3D-05
Plano, Texas 75024-3199
(972) 604-6000
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
<S><C> <C> <C> <C> <C>
Amount Proposed Maximum Proposed Maximum
Title of Each Class of to be Offering Price Aggregate Amount of
Securities to be Registered Registered (1) Per Share (2) Offering Price (1)(2) Registration Fee (2)
- ------------------------------------- ---------------- ---------------- --------------------- --------------------
Class A Common Stock, par value $0.01
per share............................ 1,300,000 shares $14.00 $18,200,000 $5,369
=======================================================================================================================
(1) There are also registered hereby such indeterminate number of shares of Class A Common Stock as may be
issuable by reason of operation of anti-dilution provisions of the Incentive Plan described herein.
(2) Calculated pursuant to Rule 457(h) based on the initial public offering price for the Class A Common Stock
on June 17, 1998.
</TABLE>
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Act"). In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. The registrant shall maintain a
file of such documents in accordance with the provisions of Rule 428. Upon
request, the registrant shall furnish to the Commission or its staff a copy or
copies of any or all of the documents included in such file. Such documents,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by Unigraphics Solutions Inc.,
a Delaware corporation (the "Company"), with the Commission are incorporated
herein by reference:
1. The Company's latest prospectus filed with the Commission pursuant
to Rule 424(b) under the Act on June 18, 1998 (the "Prospectus").
2. The section entitled "Description of Capital Stock" contained in
the Prospectus filed as part of the Company's Registration
Statement on Form S-1 (File No. 333-48261).
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated in this Registration Statement by reference and to
be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein, in any subsequently filed supplement to this
Registration Statement or any document that is also incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
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<PAGE>
Item 5. Interests of Named Experts and Counsel.
David B. Hollander has rendered an opinion as to the legality of the Class
A Common Stock being registered hereby. Mr. Hollander is counsel to Electronic
Data Systems Corporation, the holder of a majority of the outstanding capital
stock of the Company, and owns 2,000 shares of Class A Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a Delaware corporation may indemnify directors and
officers and certain other individuals against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by any such person in connection with any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) in which such person is involved because such person is a
director of officer of the corporation, if such person acted in good faith and
in a manner that such person reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such person's conduct
was unlawful. No indemnification shall be made to an officer or director
or other qualified individual if such person shall have been adjudged to
be liable to the corporation unless such person acted in good faith and in
a manner that such person reasonably believed to be in or not opposed to the
best interest of the corporation and only to the extent the Court of Chancery
of the State of Delaware or the court in which such action or suit was brought,
determined that despite the adjudication of liability such person is fairly
and reasonably entitled to such indemnification. If such person is successful on
the merits or otherwise in defense of any action, the Section 145 provides that
such person shall be indemnified against expenses including attorneys' fees
actually and reasonably incurred by that person in connection therewith. Section
102(b)(7) of the DGCL provides that the liability of a director may not be
limited or eliminated for the breach of such director's duty of loyalty to the
corporation or its stockholders, for such director's intentional acts or
omissions not in good faith, for such director's concurrence in or vote for an
unlawful payment of a dividend or unlawful stock purchase or redemption or for
any improper personal benefit derived by the director from any transaction.
The Company's Bylaws provide that the Company will indemnify any person
who was or is a party (or is threatened to be made a party) to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
or has agreed to serve at the request of the Company as a director or officer of
the Company, or is or was serving or has agreed to serve at the request of the
Company as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action alleged to have
been taken or omitted in such capacity. The Company's Bylaws further provide
that the Company may indemnify any person who was or is a party (or is
threatened to be made a party) to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was or has agreed to become an employee
or agent of the Company, or is or was serving or has agreed to serve at the
request of the Company as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity.
The indemnification referred to in the preceding paragraph will be from
and against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the indemnitee or on his
or her behalf in connection with such action, suit or proceeding and any appeal
therefrom. However, such indemnification will only be provided if the indemnitee
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of
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the Company and, with respect to any criminal action, suit or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. Notwithstanding the
preceding two sentences, in the case of an action or suit by or in the right of
the Company to procure a judgment in its favor (a) the indemnification referred
to in this paragraph will be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or settlement of
such action or suit, and (b) no indemnification will be made in respect of any
claim, issue or matter as to which such person will have been adjudged to be
liable to the Company unless, and only to the extent that, the Delaware Court of
Chancery (or the court in which such action or suit was brought) determines upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery (or such other
court) deems proper. To the extent that a director, officer, employee or agent
of the Company has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above or in defense of any claim, issue
or matter therein, he or she will be indemnified against expenses (including
attorneys' fees) actually and reasonable incurred by him or her in connection
therewith. Expenses incurred by a director or officer in defending a civil or
criminal action, suit or proceeding will be paid by the Company in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
it will ultimately be determined that he or she is not entitled to be
indemnified by the Company. Such expenses incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate.
The indemnification described in the preceding two paragraphs will not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office, will continue as to a
person who has ceased to be a director, officer, employee or agent and will
inure to the benefit of the heirs, executors and administrators of such a
person.
The Company will maintain insurance on behalf of any person who is or
was or has agreed to serve at the request of the Company as a director or
officer of the Company, or is or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against, and incurred by, him or
her or on his or her behalf in any such capacity, or arising out of his or her
status as such, whether or not the Company would have the power to indemnify him
or her against such liability under the provisions of the Bylaws; provided,
however, such insurance must be available on acceptable terms, which
determination shall be made by a vote of a majority of the Board of Directors.
The Company has entered into Indemnification Agreements (the
"Indemnification Agreements") with its directors and certain of its officers
(the "Indemnitees"). Under the terms of the Indemnification Agreements, the
Company has generally agreed to indemnify, and advance expenses to, each
Indemnitee to the fullest extent permitted by applicable law on the date of such
agreements and to such greater extent as applicable law may thereafter permit.
In addition, the Indemnification Agreements contain specific provisions pursuant
to which the Company has agreed to indemnify each Indemnitee (i) if such person
is, by reason of his or her status as a director, nominee for director, officer,
agent or fiduciary of the Company or of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise with which such
person was serving at the request of the Company (any such status being
hereinafter referred to as a "Corporate Status"), made or threatened to be made
a party to any threatened, pending or completed action, suit, arbitration,
alternative dispute resolution mechanism, investigation or other proceeding
(each, a "Proceeding"), other than a Proceeding by or in the right of the
Company, (ii) if such person is, by reason of his or her Corporate Status, made
or threatened to be made a party to any Proceeding brought by or in the right of
the Company to procure a judgment in its favor, except that no
II-3
<PAGE>
indemnification shall be made in respect of any claim, issue or matter in such
Proceeding as to which such Indemnitee shall have been adjudged to be liable to
the Company if applicable law prohibits such indemnification (unless and only to
the extent that a court shall otherwise determine), (iii) against expenses
actually and reasonably incurred by such person or on his or her behalf in
connection with any Proceeding to which such Indemnitee was or is a party by
reason of his or her Corporate Status and in which such Indemnitee is
successful, on the merits or otherwise, (iv) against expenses actually and
reasonably incurred by such person or on his or her behalf in connection with a
Proceeding to the extent that such Indemnitee is, by reason of his or her
Corporate Status, a witness or otherwise participates in any Proceeding at a
time when such person is not a party in the Proceeding and (v) against expenses
actually and reasonably incurred by such person in any judicial adjudication of
or any award in arbitration to enforce his or her rights under the
Indemnification Agreements.
Furthermore, under the terms of the Indemnification Agreements, the
Company has agreed to pay all reasonable expenses incurred by or on behalf of an
Indemnitee in connection with any Proceeding, whether brought by or in the right
of the Company or otherwise, in advance of any determination with respect to
entitlement to indemnification and within 15 days after the receipt by the
Company of a written request from such Indemnitee for such payment. In the
Indemnification Agreements, each Indemnitee has agreed that he or she will
reimburse and repay the Company for any expenses so advanced to the extent that
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Company against such expenses. The Indemnification Agreements
also include provisions that specify the procedures and presumptions which are
to be employed to determine whether an Indemnitee is entitled to indemnification
thereunder. In some cases, the nature of the procedures specified in the
Indemnification Agreements varies depending on whether there has occurred a
"Change in Control" (as defined in the Indemnification Agreements) of the
Company.
The above discussion of the Company's Certificate of Incorporation and
Bylaws, the Indemnification Agreements and Section 145 of the DGCL is not
intended to be exhaustive and is respectively qualified in its entirety by such
documents and statute.
Item 7. Exemptions from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4(a) Unigraphics Solutions Inc. 1998 Incentive Plan
5 Opinion of David B. Hollander
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Ernst & Young LLP
23(c) Consent of David B. Hollander (included in Exhibit 5)
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
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(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if 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 Company pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Act, 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.
(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 Company hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this 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 Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the 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 of expenses incurred or paid by a director, officer or
controlling person of 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 Company 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.
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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 a Registration Statement 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 New York, State of New
York, on this 22nd day of June, 1998.
UNIGRAPHICS SOLUTIONS INC.
By: /s/ John J. Mazzola
-------------------------------------
John J. Mazzola
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 on June 22, 1998
in the capacities indicated.
Signature Title
--------- -----
/s/ John J. Mazzola President and Chief Executive
- --------------------------------------- Officer (Principal Executive
John J. Mazzola Officer)
/s/ Gary J. Fernandes Chairman and Director
- ---------------------------------------
Gary J. Fernandes
/s/ Gary B. Moore Vice Chairman and Director
- ---------------------------------------
Gary B. Moore
/s/ Douglas E. Barnett Vice President and Chief
- --------------------------------------- Financial Officer (Principal
Douglas E. Barnett Financial and Accounting
Officer)
EXHIBIT 4(a)
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UNIGRAPHICS SOLUTIONS INC.
1998 INCENTIVE PLAN
1. Plan. This Unigraphics Solutions Inc. 1998 Incentive Plan (the "Plan")
has been adopted by Unigraphics Solutions Inc., a Delaware corporation
(the "Company"), to be effective as of the Effective Date stated below for
the purpose stated in paragraph 2 below.
2. Objectives. This Plan is designed to attract and retain key Employees (as
hereinafter defined), to attract and retain qualified directors of the
Company, to encourage the sense of proprietorship of such employees and
Directors, and to stimulate the active interest of such persons in the
development and financial success of the Company and its Subsidiaries.
These objectives are to be accomplished by making Awards (as hereinafter
defined) under this Plan and thereby providing Participants (as
hereinafter defined) with a proprietary interest in the growth and
performance of the Company and its Subsidiaries.
3. Definitions. As used herein, the terms set forth below shall have the
following respective meanings:
"Annual Director Award Date" means, for each year beginning after the
Effective Date, the first business day of the month next succeeding the
date upon which the annual meeting of stockholders of the Company is held
in such year.
"Authorized Officer" means the Chairman of the Board of the Company (or
any other senior officer of the Company to whom the Chairman of the Board
shall delegate the authority to execute any Award Agreement).
"Award" means an Employee Award or a Director Award.
"Award Agreement" means any Employee Award Agreement or Director Award
Agreement.
"Board" means the Board of Directors of the Company.
"Cash Award" means an award denominated in cash.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Committee" means the Compensation Committee of the Board or such other
committee of the Board as is designated by the Board to administer the
Plan. If at any time no Committee shall be in office, then the functions
of the Committee specified in the Plan shall be exercised by the Board.
"Common Stock" means the Class A Common Stock, par value $.01 per
share, of the Company.
"Director" means an individual serving as a member of the Board.
"Director Award" means the grant of a Director Option.
"Director Award Agreement" means a written agreement between the
Company and a Participant who is a Nonemployee Director setting forth the
terms, conditions and limitations applicable to a Director Award.
"Director Options" means Nonqualified Options granted to Nonemployee
Directors pursuant to the applicable terms, conditions and limitations
specified in paragraph 9 hereof.
"Disability" means, with respect to a Nonemployee Director, the
inability to perform the duties of a Director for a continuous period of
more than three months by reason of any medically determinable physical or
mental impairment.
<PAGE>
"Dividend Equivalents" means, with respect to shares of Restricted
Stock that are to be issued at the end of the Restriction Period, an
amount equal to all dividends and other distributions (or the economic
equivalent thereof) that are payable to stockholders of record during the
Restriction Period on a like number of shares of Common Stock.
"Effective Date" means the closing date of the initial public offering
of the Common Stock.
"Employee" means an employee of the Company or any of its Subsidiaries
or any corporation which directly or indirectly owns shares representing
more than 50% of the combined voting power of the shares of all classes or
series of capital stock of the Company which have the right to vote
generally on matters submitted to a vote of the stockholders of the
Company.
"Employee Award" means the grant of any Option, SAR, Stock Award, Cash
Award or Performance Award, whether granted singly, in combination or in
tandem, to a Participant who is an Employee pursuant to such applicable
terms, conditions and limitations as the Committee may establish in order
to fulfill the objectives of the Plan.
"Employee Award Agreement" means a written agreement between the
Company and a Participant who is an Employee setting forth the terms,
conditions and limitations applicable to an Employee Award.
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.
"Fair Market Value" of a share of Common Stock means, as of the
Effective Date, the Price to Public of the Common Stock in connection with
the initial public offering of the Common Stock, and, as of any subsequent
date, (i) if shares of Common Stock are listed on a national securities
exchange, the mean between the highest and lowest sales price per share of
Common Stock on the consolidated transaction reporting system for the
principal national securities exchange on which shares of Common Stock are
listed on that date, or, if there shall have been no such sale so reported
on that date, on the last preceding date on which such a sale was so
reported, (ii) if shares of Common Stock are not so listed but are quoted
on the Nasdaq National Market, the mean between the highest and lowest
sales price per share of Common Stock reported by the Nasdaq National
Market on that date, or, if there shall have been no such sale so reported
on that date, on the last preceding date on which such a sale was so
reported or (iii) if shares of Common Stock are not so listed or quoted
but are traded in the over-the-counter market, the mean between the
closing bid and asked price on that date, or, if there are no quotations
available for such date, on the last preceding date on which such
quotations shall be available, as reported by the Nasdaq Stock Market, or,
if not reported by the Nasdaq Stock Market, by the National Quotation
Bureau Incorporated.
"Incentive Option" means an Option that is intended to comply with the
requirements set forth in Section 422 of the Code.
"Nonemployee Director" has the meaning set forth in paragraph 4(b)
hereof.
"Nonqualified Stock Option" means an Option that is not an Incentive
Option.
"Option" means a right to purchase a specified number of shares of
Common Stock at a specified price.
"Participant" means an Employee or Director to whom an Award has been
made under this Plan.
"Performance Award" means an award made pursuant to this Plan to a
Participant who is an Employee that is subject to the attainment of one or
more Performance Goals.
"Performance Goal" means a standard established by the Committee, to
determine in whole or in part whether a Performance Award shall be earned.
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<PAGE>
"Restricted Stock" means any Common Stock that is restricted or subject
to forfeiture provisions.
"Restriction Period" means a period of time beginning as of the date
upon which an Award of Restricted Stock is made pursuant to this Plan and
ending as of the date upon which the Common Stock subject to such Award is
no longer restricted or subject to forfeiture provisions.
"Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, or
any successor rule.
"SAR" means a right to receive a payment, in cash or Common Stock,
equal to the excess of the Fair Market Value or other specified valuation
of a specified number of shares of Common Stock on the date the right is
exercised over a specified strike price (in each case, as determined by
the Committee).
"Stock Award" means an award in the form of shares of Common Stock or
units denominated in shares of Common Stock.
"Subsidiary" means (i) in the case of a corporation, any corporation of
which the Company directly or indirectly owns shares representing more
than 50% of the combined voting power of the shares of all classes or
series of capital stock of such corporation which have the right to vote
generally on matters submitted to a vote of the stockholders of such
corporation and (ii) in the case of a partnership or other business entity
not organized as a corporation, any such business entity of which the
Company directly or indirectly owns more than 50% of the voting, capital
or profits interests (whether in the form of partnership interests,
membership interests or otherwise).
4. Eligibility.
(a) Employees. Employees eligible for Employee Awards under this Plan are
those who hold positions of responsibility and whose performance, in
the judgment of the Committee, can have a significant effect on the
success of the Company and its Subsidiaries, or whose services to the
Company can, in the Committee's sole determination, be better
recruited or retained through participation in the Plan.
(b) Directors. Directors eligible for Director Awards under this Plan are
those who are not employees of the Company or any of its Subsidiaries
or any corporation which directly or indirectly owns shares
representing more than 50% of the combined voting power of the shares
of all classes or series of capital stock of the Company which have
the right to vote generally on matters submitted to a vote of the
stockholders of the Company ("Nonemployee Directors").
5. Common Stock Available for Awards. Subject to the provisions of paragraph
15 hereof, there shall be available for Awards under this Plan, granted
wholly or partly in Common Stock (including rights or options that may be
exercised for or settled in Common Stock), an aggregate of 1,300,000 shares
of Common Stock, of which an aggregate of not more than 100,000 shares
shall be available for Director Awards and the remainder shall be available
for Employee Awards. The number of shares of Common Stock that are the
subject of Awards under this Plan, that are forfeited or terminated, expire
unexercised, are settled in cash in lieu of Common Stock or in a manner
such that all or some of the shares covered by an Award are not issued to a
Participant or are exchanged for Awards that do not involve Common Stock,
shall again immediately become available for Awards hereunder. The
Committee may from time to time adopt and observe such procedures
concerning the counting of shares against the Plan maximum as it may deem
appropriate. The Board and the appropriate officers of the Company shall
from time to time take whatever actions are necessary to file any required
documents with governmental authorities, stock exchanges and transaction
reporting systems to ensure that shares of Common Stock are available for
issuance pursuant to Awards.
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<PAGE>
6. Administration.
(a) This Plan, as it applies to Participants who are Employees but not
with respect to Participants who are Nonemployee Directors, shall be
administered by the Committee. To the extent required in order for
Employee Awards to be exempt from Section 16 of the Exchange Act by
virtue of the provisions of Rule 16b-3, the Committee shall consist of
at least two members of the Board who meet the requirements of the
definition of "Non-Employee Director" set forth in Rule 16b-3(b)(3)(i)
promulgated under the Exchange Act.
(b) Subject to the provisions hereof, insofar as this Plan relates to the
Employee Awards, the Committee shall have full and exclusive power and
authority to administer this Plan and to take all actions that are
specifically contemplated hereby or are necessary or appropriate in
connection with the administration hereof. Insofar as this Plan
relates to Employee Awards, the Committee shall also have full and
exclusive power to interpret this Plan and to adopt such rules,
regulations and guidelines for carrying out this Plan as it may deem
necessary or proper, all of which powers shall be exercised in the
best interests of the Company and in keeping with the objectives of
this Plan. The Committee may, in its discretion, provide for the
extension of the exercisability of an Employee Award, accelerate the
vesting or exercisability of an Employee Award, eliminate or make less
restrictive any restrictions contained in an Employee Award, waive any
restriction or other provision of this Plan or an Employee Award or
otherwise amend or modify an Employee Award in any manner that is
either (i) not adverse to the Participant to whom such Employee Award
was granted or (ii) consented to by such Participant. The Committee
may correct any defect or supply any omission or reconcile any
inconsistency in this Plan or in any Employee Award in the manner and
to the extent the Committee deems necessary or desirable to further
the purposes of the Plan. Any decision of the Committee in the
interpretation and administration of this Plan shall lie within its
sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned. The functions of the Committee
specified in the Plan shall be exercised by the Board, if and to the
extent that no Committee exists which has the authority to so
administer the Plan or the extent that the Committee is not comprised
solely of Non-Employee Directors for purposes of Rule 16b-3
promulgated under the Exchange Act.
(c) No member of the Committee or officer of the Company to whom the
Committee has delegated authority in accordance with the provisions of
paragraph 7 of this Plan shall be liable for anything done or omitted
to be done by him or her, by any member of the Committee or by any
officer of the Company in connection with the performance of any
duties under this Plan, except for his or her own willful misconduct
or as expressly provided by statute.
7. Delegation of Authority. The Committee may delegate to the Chairman of the
Board and to other senior officers of the Company its duties under this
Plan pursuant to such conditions or limitations as the Committee may
establish, except that the Committee may not delegate to any person the
authority to grant Awards to, or take other action with respect to,
Participants who are subject to Section 16 of the Exchange Act or Section
162(m) of the Code.
8. Employee Awards.
(a) The Committee shall determine the type or types of Employee Awards to
be made under this Plan and shall designate from time to time the
Employees who are to be the recipients of such Awards. Each Employee
Award may be embodied in an Employee Award Agreement, which shall
contain such terms, conditions and limitations as shall be determined
by the Committee in its sole discretion and shall be signed by the
Participant to whom the Employee Award is made and by an Authorized
Officer for and on behalf of the Company. Employee Awards may consist
of those listed in this paragraph 8(a) hereof and may be granted
singly, in combination or in tandem. Employee Awards may also be made
in combination or in tandem with, in replacement of, or as
alternatives to, grants or rights under this Plan or any other
employee plan of the Company or any of its Subsidiaries, including the
plan of any acquired
4
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entity; provided that no Option may be issued in exchange for the
cancellation of an Option with a lower exercise price. An Employee
Award may provide for the grant or issuance of additional, replacement
or alternative Employee Awards upon the occurrence of specified
events, including the exercise of the original Employee Award granted
to a Participant. All or part of an Employee Award may be subject to
conditions established by the Committee, which may include, but are
not limited to, contin- uous service with the Company and its
Subsidiaries, achievement of specific business objectives, increases
in specified indices, attainment of specified growth rates and other
comparable mea- surements of performance. Upon the termination of
employment by a Participant who is an Employee, any unexercised,
deferred, unvested or unpaid Employee Awards shall be treated as set
forth in the applicable Employee Award Agreement.
(i) Stock Option. An Employee Award may be in the form of an Option.
An Option awarded pursuant to this Plan may consist of an Incen-
tive Option or a Nonqualified Option. The price at which shares
of Common Stock may be purchased upon the exercise of an Incen-
tive Option shall be not less than the Fair Market Value of the
Common Stock on the date of grant. The price at which shares of
Common Stock may be purchased upon the exercise of a Nonqualified
Option shall be not less than, but may exceed, the Fair Market
Value of the Common Stock on the date of grant. Subject to the
foregoing provisions, the terms, conditions and limitations ap-
plicable to any Options awarded pursuant to this Plan, including
the term of any Options and the date or dates upon which they be-
come exercisable, shall be determined by the Committee.
(ii) Stock Appreciation Right. An Employee Award may be in the form of
an SAR. The terms, conditions and limitations applicable to any
SARs awarded pursuant to this Plan, including the term of any
SARs and the date or dates upon which they become exerci-
sable, shall be determined by the Committee.
(iii) Stock Award. An Employee Award may be in the form of a Stock
Award. The terms, conditions and limitations applicable to any
Stock Awards granted pursuant to this Plan shall be determined
by the Committee.
(iv) Cash Award. An Employee Award may be in the form of a Cash Award.
The terms, conditions and limitations applicable to any Cash
Awards granted pursuant to this Plan shall be determined by the
Committee.
(v) Performance Award. Without limiting the type or number of Employ-
ee Awards that may be made under the other provisions of this
Plan, an Employee Award may be in the form of a Performance
Award. A Performance Award shall be paid, vested or otherwise
deliverable solely on account of the attainment of one or more
pre-established, objective Performance Goals established by the
Committee prior to the earlier to occur of (x) 90 days after the
commencement of the period of service to which the Perfor-
mance Goal relates and (y) the elapse of 25% of the period
of service (as scheduled in good faith at the time the goal is
established), and in any event while the outcome is substantially
uncertain. A Performance Goal is objective if a third party
having knowledge of the relevant facts could determine whether
the goal is met. Such a Performance Goal may be based on one or
more business criteria that apply to the individual, one or more
business units of the Company, or the Company as a whole, and may
include one or more of the following: increased revenue, net
income, stock price, market share, earnings per share, return
on equity, return on assets or decrease in costs. Unless other-
wise stated, such a Performance Goal need not be based upon an
increase or positive result under a particular business criterion
and could include, for example, maintaining the status quo
or limiting economic losses (measured, in each case, by reference
to specific business criteria). In interpreting Plan provisions
applicable to Performance Goals and Performance Awards, it is the
intent of the Plan to conform with the standards of Section 162
(m) of the Code and Treasury Regulations ss. 1.162-27(e)(2)(i),
and the Committee in establishing such goals and interpreting the
Plan shall be guided by such provisions. Prior to the payment of
any compensation based on the achievement of Performance Goals,
the Committee
5
<PAGE>
must certify in writing that applicable Performance Goals and any
of the material terms thereof were, in fact, satisfied. Subject
to the foregoing provisions, the terms, conditions and limita-
tions applicable to any Performance Awards made pursuant to this
Plan shall be determined by the Committee.
(b) Notwithstanding anything to the contrary contained in this Plan, the
following limitations shall apply to any Employee Awards made
hereunder:
(i) no Participant may be granted, during any one-year period,
Employee Awards consisting of Options or SARs that are
exercisable for more than 200,000 shares of Common Stock;
(ii) no Participant may be granted, during any one-year period,
Employee Awards consisting of shares of Common Stock or units
denominated in such shares (other than any Employee Awards
consisting of Options or SARs) covering or relating to more
than 100,000 shares of Common Stock (the limitation set forth
in this clause (ii), together with the limitation set forth in
clause (i) above, being hereinafter collectively referred to as
the "Stock Based Awards Limitations"); and
(iii) no Participant may be granted Employee Awards consisting of
cash or in any other form permitted under this Plan (other than
Employee Awards consisting of Options or SARs or otherwise
consisting of shares of Common Stock or units denominated in
such shares) in respect of any one-year period having a value
determined on the date of grant in excess of $2,000,000.
9. Director Awards. Each Nonemployee Director of the Company shall be granted
Director Awards in accordance with this paragraph 9 and subject to the
applicable terms, conditions and limitations set forth in this Plan and
the applicable Director Award Agreement. Notwithstanding anything to the
contrary contained herein, Director Awards shall not be made in any year
in which a sufficient number of shares of Common Stock are not available
to make such Awards under this Plan.
(a) Automatic Director Options. On the date of his or her initial election
to the Board, each Nonemployee Director shall be automatically awarded
a Director Option that provides for the purchase of 3000 shares of
Common Stock. In addition, on each Annual Director Award Date, each
Nonemployee Director shall automatically be granted a Director Option
that provides for the purchase of 3000 shares of Common Stock. In the
event that a Nonemployee Director is elected after the Effective Date
otherwise than by election at an annual meeting of stockholders of the
Company, on the date of his or her election, such Nonemployee Director
shall automatically be granted a Director Option that provides for the
purchase of a number of shares of Common Stock (rounded up to the
nearest whole number) equal to the product of (i) 3000 and (ii) a
fraction the numerator of which is the number of days between the
election of such Nonemployee Director and the next scheduled Annual
Director Award Date (or, if no such date has been scheduled, the first
anniversary of the immediately preceding Annual Director Award Date)
and the denominator of which is 365. Each Director Option shall have a
term of ten years from the date of grant, notwithstanding any earlier
termination of the status of the holder as a Nonemployee Director. The
purchase price of each share of Common Stock subject to a Director
Option shall be equal to the Fair Market Value of the Common Stock on
the date of grant. All Director Options shall vest and become
exercisable in increments of one-third of the total number of shares
of Common Stock that are subject thereto (rounded up to the nearest
whole number) on the first and second anniversaries of the date of
grant and of all remaining shares of Common Stock that are subject
thereto on the third anniversary of the date of grant. All unvested
Director Options shall be forfeited if the Nonemployee Director
resigns as a Director without the consent of a majority of the other
Directors.
(b) Elective Director Options. In addition to the Director Options
automatically awarded pursuant to the immediately preceding paragraph,
a Nonemployee Director may make an annual election to receive, in lieu
of all or any portion of the Director's fees he would otherwise be
entitled to receive in cash during the next year (including both
annual retainer and meeting fees), Director Options that provide for
the purchase of a number of shares of Common Stock (rounded up to the
nearest whole number) equal to the
6
<PAGE>
product of (x) three times (y) a fraction the numerator of which is
equal to the dollar amount of fees the Nonemployee Director elects
to forego in the next year in exchange for Director Options and the
denominator of which is equal to the Fair Market Value of the Common
Stock on the effective date of the election. Each annual election
made by a Nonemployee Director pursuant to this paragraph 9(b), (i)
shall take the form of a written document signed by such Nonemployee
Director and filed with the Secretary of the Company, (ii) shall
designate the dollar amount of the fees the Nonemployee Director
elects to forego in the next year in exchange for Director Options
and (iii) to the extent provided by the Committee in order to ensure
that the Award of the Director Options is exempt from Section 16 by
virtue of Rule 16b-3, shall be irrevocable and shall be made prior to
the date as of which such Award of Director Options is to be
effective. An Award of Director Options at the election of a
Nonemployee Director shall be effective on the next Annual Director
Award Date.
Any Award of Director Options shall be embodied in a Director Award
Agreement, which shall contain the terms, conditions and limitations
set forth above and shall be signed by the Participant to whom the
Director Options are granted and by an Authorized Officer for and on
behalf of the Company.
10. Payment of Awards.
(a) General. Payment of Employee Awards may be made in the form of cash or
Common Stock, or a combination thereof, and may include such
restrictions as the Committee shall determine, including, in the case
of Common Stock, restrictions on transfer and forfeiture provisions.
If payment of an Employee Award is made in the form of Restricted
Stock, the Employee Award Agreement relating to such shares shall
specify whether they are to be issued at the beginning or end of the
Restriction Period. In the event that shares of Restricted Stock are
to be issued at the beginning of the Restriction Period, the
certificates evidencing such shares (to the extent that such shares
are so evidenced) shall contain appropriate legends and restrictions
that describe the terms and conditions of the restrictions applicable
thereto. In the event that shares of Restricted Stock are to be issued
at the end of the Restricted Period, the right to receive such shares
shall be evidenced by book entry registration or in such other manner
as the Committee may determine.
(b) Deferral. With the approval of the Committee, payments in respect of
Employee Awards may be deferred, either in the form of installments or
a future lump-sum payment. The Committee may permit selected
Participants to elect to defer payment of some or all types of
Employee Awards in accordance with procedures established by the
Committee. Any deferred payment of an Employee Award, whether elected
by the Participant or specified by the Employee Award Agreement or by
the Committee, may be forfeited if and to the extent that the Employee
Award Agreement so provides.
(c) Dividends and Interest. Rights to dividends or Dividend Equivalents
may be extended to and made part of any Employee Award consisting of
shares of Common Stock or units denominated in shares of Common Stock,
subject to such terms, conditions and restrictions as the Committee
may establish. The Committee may also establish rules and procedures
for the crediting of interest on deferred cash payments and Dividend
Equivalents for Employee Awards consisting of shares of Common Stock
or units denominated in shares of Common Stock.
(d) Substitution of Awards. At the discretion of the Committee, a
Participant who is an Employee may be offered an election to
substitute an Employee Award for another Employee Award or Employee
Awards of the same or different type.
11. Stock Option Exercise. The price at which shares of Common Stock may be
purchased under an Option shall be paid in full at the time of exercise in
cash or, if elected by the optionee, the optionee may purchase such shares
by means of tendering Common Stock or surrendering another Award, including
Restricted Stock, valued at Fair Market Value on the date of exercise, or
any combination thereof. The Committee shall determine acceptable methods
for Participants who are Employees to tender Common Stock or other Employee
Awards; provided that any Common Stock that is or was the subject of an
7
<PAGE>
Employee Award may be so tendered only if it has been held by the
Participant for six months. The Committee may provide for procedures to
permit the exercise or purchase of such Awards by use of the proceeds to be
received from the sale of Common Stock issuable pursuant to an Employee
Award. Unless otherwise provided in the applicable Award Agreement, in the
event shares of Restricted Stock are tendered as consideration for the
exercise of an Option, a number of the shares issued upon the exercise of
the Option, equal to the number of shares of Restricted Stock used as
consideration therefor, shall be subject to the same restrictions as the
Restricted Stock so submitted as well as any additional restrictions that
may be imposed by the Committee.
12. Tax Withholding. The Company shall have the right to deduct applicable
taxes from any Employee Award payment and withhold, at the time of delivery
or vesting of cash or shares of Common Stock under this Plan, an
appropriate amount of cash or number of shares of Common Stock or a
combination thereof for payment of taxes required by law or to take such
other action as may be necessary in the opinion of the Company to satisfy
all obligations for withholding of such taxes. The Committee may also
permit withholding to be satisfied by the transfer to the Company of shares
of Common Stock theretofore owned by the holder of the Employee Award with
respect to which withholding is required. If shares of Common Stock are
used to satisfy tax withholding, such shares shall be valued based on the
Fair Market Value when the tax withholding is required to be made. The
Committee may provide for loans, on either a short term or demand basis,
from the Company to a Participant who is an Employee to permit the payment
of taxes required by law.
13. Amendment, Modification, Suspension or Termination. The Board may amend,
modify, suspend or terminate this Plan for the purpose of meeting or
addressing any changes in legal requirements or for any other purpose
permitted by law, except that (i) no amendment or alteration that would
adversely affect the rights of any Participant under any Award previously
granted to such Participant shall be made without the consent of such
Participant, and (ii) no amendment or alteration shall be effective prior
to its approval by the stockholders of the Company to the extent such
approval is then required pursuant to Rule 16b-3 in order to preserve the
applicability of any exemption provided by such rule to any Award then
outstanding (unless the holder of such Award consents) or to the extent
stockholder approval is otherwise required by applicable legal
requirements.
14. Assignability. Unless otherwise determined by the Committee and provided in
the Award Agreement, no Award or any other benefit under this Plan
constituting a derivative security within the meaning of Rule 16a-1(c)
under the Exchange Act shall be assignable or otherwise transferable except
by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act, or the rules thereunder. The Committee may
prescribe and include in applicable Award Agreements other restrictions on
transfer. Any attempted assignment of an Award or any other benefit under
this Plan in violation of this paragraph 14 shall be null and void.
15. Adjustments.
(a) The existence of outstanding Awards shall not affect in any manner the
right or power of the Company or its stockholders to make or authorize
any or all adjustments, recapitalizations, reorganizations or other
changes in the capital stock of the Company or its business or any
merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock (whether or not such
issue is prior to, on a parity with or junior to the Common Stock) or
the dissolution or liquidation of the Company, or any sale or transfer
of all or any part of its assets or business, or any other corporate
act or proceeding of any kind, whether or not of a character similar
to that of the acts or proceedings enumerated above.
(b) In the event of any subdivision or consolidation of outstanding shares
of Common Stock, declaration of a dividend payable in shares of Common
Stock or other stock split, then (i) the number of shares of Common
Stock reserved under this Plan, (ii) the number of shares of Common
Stock covered by
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<PAGE>
outstanding Awards in the form of Common Stock or units denominated in
Common Stock, (iii) the exercise or other price in respect of such
Awards, (iv) the appropriate Fair Market Value and other price
determinations for such Awards, (v) the number of shares of Common
Stock covered by Director Options automatically granted pursuant to
paragraph 9 hereof, and (vi) the Stock Based Awards Limitations shall
each be proportionately adjusted by the Board to reflect such
transaction. In the event of any other recapitalization or capital
reorganization of the Company, any consolidation or merger of the
Company with another corporation or entity, the adoption by the
Company of any plan of exchange affecting the Common Stock or any
distribution to holders of Common Stock of securities or property
(other than normal cash dividends or dividends payable in Common
Stock), the Board shall make appropriate adjustments to (i) the number
of shares of Common Stock covered by Awards in the form of Common
Stock or units denominated in Common Stock, (ii) the exercise or other
price in respect of such Awards, (iii) the appropriate Fair Market
Value and other price determinations for such Awards, (iv) the number
of shares of Common Stock covered by Director Options automatically
granted pursuant to paragraph 9 hereof, and (v) the Stock Based Awards
Limitations to give effect to such transaction shall each be
proportionately adjusted by the Board to reflect such transaction;
provided that such adjustments shall only be such as are necessary to
maintain the proportionate interest of the holders of the Awards and
preserve, without exceeding, the value of such Awards. In the event of
a corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation, the Board shall be
authorized to issue or assume Awards by means of a substitution of new
Awards, as appropriate, for previously issued Awards or an assumption
of previously issued Awards as part of such adjustment.
16. Restrictions. No Common Stock or other form of payment shall be issued with
respect to any Award unless the Company shall be satisfied based on the
advice of its counsel that such issuance will be in compliance with
applicable federal and state securities laws. It is the intent of the
Company that this Plan comply with Rule 16b-3 with respect to persons
subject to Section 16 of the Exchange Act unless otherwise provided herein
or in an Award Agreement, that any ambiguities or inconsistencies in the
construction of this Plan be interpreted to give effect to such intention,
and that if any provision of this Plan is found not to be in compliance
with Rule 16b-3, such provision shall be null and void to the extent
required to permit this Plan to comply with Rule 16b-3. Certificates
evidencing shares of Common Stock delivered under this Plan (to the extent
that such shares are so evidenced) may be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under the
rules, regulations and other requirements of the Securities and Exchange
Commission, any securities exchange or transaction reporting system upon
which the Common Stock is then listed or to which it is admitted for
quotation and any applicable federal or state securities law. The Committee
may cause a legend or legends to be placed upon such certificates (if any)
to make appropriate reference to such restrictions.
17. Unfunded Plan. Insofar as it provides for Awards of cash, Common Stock or
rights thereto, this Plan shall be unfunded. Although bookkeeping accounts
may be established with respect to Participants who are entitled to cash,
Common Stock or rights thereto under this Plan, any such accounts shall be
used merely as a bookkeeping convenience. The Company shall not be required
to segregate any assets that may at any time be represented by cash, Common
Stock or rights thereto, nor shall this Plan be construed as providing for
such segregation, nor shall the Company, the Board or the Committee be
deemed to be a trustee of any cash, Common Stock or rights thereto to be
granted under this Plan. Any liability or obligation of the Company to any
Participant with respect to an Award of cash, Common Stock or rights
thereto under this Plan shall be based solely upon any contractual
obligations that may be created by this Plan and any Award Agreement, and
no such liability or obligation of the Company shall be deemed to be
secured by any pledge or other encumbrance on any property of the Company.
Neither the Company nor the Board nor the Committee shall be required to
give any security or bond for the performance of any obligation that may be
created by this Plan.
18. Governing Law. This Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall
be governed by and construed in accordance with the laws of the State of
Delaware.
9
EXHIBIT 5
---------
June 22, 1998
Unigraphics Solutions Inc.
13736 Riverport Drive
Maryland Heights, Missouri 63043
Gentlemen:
As Counsel - Corporate Acquisitions and Finance of Electronic Data
Systems Corporation, the holder of a majority of the outstanding capital stock
of Unigraphics Solutions Inc., a Delaware corporation ("the Company"), I am
familiar with the Registration Statement on Form S-8 being filed by the Company
pursuant to the Securities Act of 1933, as amended (the "Act"), with the
Securities and Exchange Commission, relating to 1,300,000 shares (the "Shares")
of Class A Common Stock, par value $.01 per share, of the Company pursuant to
the Unigraphics Solutions Inc. 1998 Incentive Plan (the "Plan").
In connection with the foregoing matters, I have examined originals, or
copies certified or otherwise identified to me, of corporate records of the
Company and other documents, records and instruments as a basis for this
opinion.
Based on the foregoing, I am of the opinion that:
1. The Shares authorized for issuance pursuant to the Plan as currently
in effect have been duly authorized for issuance by the Company.
2. The Shares, when issued pursuant to the Plan in accordance with
Delaware law and upon payment of adequate consideration therefor, will be
validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the General Corporation Law of the
State of Delaware, and I express no opinion as to the laws of any other
jurisdiction.
I hereby consent to the filing of this opinion as Exhibit 5 to the
above-mentioned Registration Statement. In giving such consent, I do not thereby
admit that I am in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
/s/ David B. Hollander
------------------------------------------
David B. Hollander
Counsel - Corporate Acquisitions & Finance
EXHIBIT 23(a)
-------------
Consent of Independent Auditors
The Board of Directors
Unigraphics Solutions Inc.:
We consent to the use of our reports dated March 6, 1998, relating to the
balance sheets of Unigraphics Solutions Inc. as of December 31, 1996 and 1997,
and the related statements of stockholder's equity/net investment and cash flows
for each of the years in the three-year period ended December 31, 1997, and the
related consolidated financial statement schedule, which reports appear in the
Registration Statement on Form S-1 of Unigraphics Solutions Inc. (File No.
333-48261) incorporated herein by reference.
/s/ KPMG PEAT MARWICK LLP
St. Louis, Missouri
June 23, 1998
EXHIBIT 23(b)
-------------
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Unigraphics Solutions Inc. 1998 Incentive Plan of our
report dated February 28, 1998 (except for Note 2, as to which the date is March
2, 1998) with respect to the statements of assets sold and revenues and direct
expenses of Intergraph Corporation's Solid Edge and Engineering Modeling Systems
Software Product Lines included in Amendment No. 3 to the Registration Statement
(Form S-1 No. 333-48261) and related Prospectus of Unigraphics Solutions Inc.
/s/ Ernst & Young LLP
Birmingham, Alabama
June 23, 1998