As filed with the Securities and Exchange Commission on March 28, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
UNIGRAPHICS SOLUTIONS INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization)
75-2728894
(I.R.S. Employer Identification Number)
13736 Riverport Drive
Maryland Heights, MO 63043
(Address of Principal Executive Offices)
UNIGRAPHICS SOLUTIONS INC. 2000 INCENTIVE PLAN
(Full Title of the Plan)
John J. Mazzola
President and Chief Executive Officer
Unigraphics Solutions Inc.
13736 Riverport Drive
Maryland Heights, Missouri 63043-4826
(314) 344-5900
(Name, Address, including Zip Code and Telephone Number,
including Area Code, of Agent For Service)
Please Send Copies of Communications to:
R. Randall Wang, Esq.
Bryan Cave LLP
One Metropolitan Square, Suite 3600
St. Louis, Missouri 63102-2750
(314) 259-2000
Approximate date of commencement of the proposed sale of the securities:
As soon as practicable after the effective date of this Registration Statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================
<S> <C> <C> <C> <C>
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Interest(1) Price(1)(2) Fee
=============================================================================================
Class A Common
Stock, $0.01 par 3,000,000 Shares $30.531 $91,593,000 $24,181
value per share(2)
=============================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
Proposed maximum offering price represents the average of the high and
low prices of the Class A Common Stock as reported on the New York Stock
Exchange on March 23, 2000 in accordance with Rules 457(c) and 457(h) of
the Securities Act of 1933, as amended.
(2) This Registration Statement also covers such additional shares of Class A
common stock as may be issuable pursuant to the antidilution provisions
of the plan.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As permitted by the rules of the Securities and Exchange Commission,
this Registration Statement omits the information specified in Part I of Form
S-8. The documents containing the information specified in Part I of this
Registration Statement will be sent or given to eligible employees as specified
by Rule 428(b) promulgated under the Securities Act of 1933, as amended (the
"Securities Act"). 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
promulgated under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by Unigraphics Solutions Inc.
with the Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are
incorporated herein by reference:
- The Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
- The Company's Quarterly Reports on Form 10-Q for the three
months ended March 31, 1999, June 30, 1999 and September 30,
1999.
- The description of the Class A Common Stock as contained in
the Company's Registration Statement on Form 8-A dated May
21, 1998, which incorporates by reference the section
entitled "Description of Capital Stock" contained in the
Prospectus filed as part of the Company's Registration
Statement on Form S-1, as amended (File No. 333-48261).
All documents subsequently filed 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 have been
sold or which deregisters all securities then remaining unsold) shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in a document
incorporated, or deemed to be incorporated, by reference herein, shall be deemed
to be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part hereof.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
J. Randall Walti, Vice President, General Counsel and Secretary of the
Company, has rendered an opinion as to the legality of the Class A Common Stock
being registered hereby. Mr. Walti is paid a salary and bonus by the Company,
participates in certain of the Company's employee benefit plans, and owns shares
of Class A Common Stock and options to acquire 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
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the corporation) in which such person is involved because such person is a
director or 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, Section 145 of the DGCL 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 Certificate of Incorporation provides that a director
shall not be personally liable for monetary damages to the Company or its
stockholders for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for paying a
dividend or approving a stock repurchase in violation of Section 174 of the
DGCL, or (iv) for any transaction from which the director derived an improper
personal benefit. Any amendment or repeal of such provision shall not adversely
affect any right or protection of a director existing under such provision for
any act or omission occurring prior to such amendment or repeal.
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 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
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<PAGE>
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.
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 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 each of
the Indemnification Agreements, the 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.
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<PAGE>
The above discussion of the Company's Certificate of Incorporation and
Bylaws, the Indemnification Agreements and Sections 102(b)(7) and 145 of the
DGCL is not intended to be exhaustive and is respectively qualified in its
entirety by such documents and statute.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index filed herewith.
Item 9. Undertakings.
The undersigned registrant hereby undertakes as follows:
(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;
(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; 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;
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 the
foregoing paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act 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 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Maryland Heights, State of Missouri on March 27,
2000.
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 below by the following persons in the
capacities indicated below.
<TABLE>
<S> <C> <C>
/s/ Jeffrey M. Heller Chairman of the Board of Director March 27, 2000
- ---------------------------
Jeffrey M. Heller
/s/ Richard L. deNey Vice Chairman of the Board of Directors March 27, 2000
- ---------------------------
Richard L. deNey
/s/ John J. Mazzola President, Chief Executive Officer and Director March 27, 2000
- ---------------------------
John J. Mazzola (Principal Executive Officer)
/s/ Douglas E. Barnett Vice President and Chief Financial Officer March 27, 2000
- ---------------------------
Douglas E. Barnett (Principal Financial and Accounting Officer)
/s/ John A. Adams Director March 27, 2000
- ------------------
John A. Adams
/s/ Paul J. Chiapparone Director March 27, 2000
- ---------------------------
Paul J. Chiapparone
/s/ J. Davis Hamlin Director March 27, 2000
- ---------------------------
J. Davis Hamlin
/s/ Leo J. Thomas Director March 27, 2000
- ---------------------------
Leo J. Thomas
/s/ William P. Weber Director March 27, 2000
- ---------------------------
William P. Weber
</TABLE>
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EXHIBIT INDEX
Exhibit Description
4.1 Unigraphics Solutions Inc. 2000 Incentive Plan
5.1 Opinion of J. Randall Walti, Vice President, General Counsel
and Secretary of Unigraphics Solutions Inc.
23.1 Consent of KPMG LLP
23.2 Consent of J. Randall Walti, Vice President, General Counsel
and Secretary (included in Exhibit 5.1)
II-6
Exhibit 4.1
UNIGRAPHICS SOLUTIONS INC.
2000 INCENTIVE PLAN
1. Plan. This Unigraphics Solutions Inc. 2000 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
with the year that includes 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 the President of the Company (or any other senior officer of
the Company to whom the Chairman of the Board or the President 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.
<PAGE>
"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 Non-employee Director setting
forth the terms, conditions and limitations applicable to a Director
Award.
"Director Options" means Nonqualified Options granted to
Non-employee Directors pursuant to the applicable terms, conditions and
limitations specified in paragraph 9 hereof.
"Disability" means, with respect to a Non-employee 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.
"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 May 19, 2000.
"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
any relevant 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
- 2 -
<PAGE>
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.
"Non-employee 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.
"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).
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<PAGE>
"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 profit 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 ("Non-employee 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 3,000,000 shares of Common Stock, of which an aggregate of
not more than 200,000 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 Non-employee
Directors, shall be administered by the Committee.
(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 shall
have full power and authority to create subplans under this
Plan to the extent the Committee deems necessary or advisable
to comply with the laws of any foreign country in connection
with Employee Awards made to Employees who are residents of
such country. 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.
(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.
- 5-
<PAGE>
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 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, continuous service with the Company
and its Subsidiaries, achievement of specific business
objectives, increases in specified indices, attainment of
specified growth rates and other comparable measurements 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 Incentive Option or a Nonqualified Option.
The price at which shares of Common Stock may be
purchased upon the exercise of an Incentive 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 applicable to any
Options awarded pursuant to this Plan, including the
term of any Options and the date or dates upon which
they become 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 exercisable, shall be
determined by the Committee.
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<PAGE>
(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 Employee 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 Performance 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
otherwise 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
Regulationsss. 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 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
limitations 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;
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<PAGE>
(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 $4,000,000.
9. Director Awards. Each Non-employee 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 Non-employee Director shall be
automatically awarded a Director Option that provides for the
purchase in aggregate under this Plan or any other stock plan
of the Company then in effect of 3000 shares of Common Stock.
In addition, on each Annual Director Award Date, each
Non-employee Director shall automatically be granted a
Director Option that provides for the purchase, in aggregate
under this Plan or any other stock plan of the Company then in
effect, of 3000 shares of Common Stock. In the event that a
Non-employee 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 Non-employee 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), in aggregate under this Plan or any other stock
plan of the Company then in effect, 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 Non-employee
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 Non-employee 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
- 8 -
<PAGE>
anniversary of the date of grant. All unvested Director
Options shall be forfeited if the Non-employee 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 Non-employee 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), in aggregate under this Plan or any other stock
plan of the Company then in effect, equal to the product of
(x) three times (y) a fraction the numerator of which is equal
to the dollar amount of fees the Non-employee 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 Non-employee Director pursuant
to this paragraph 9(b), (i) shall take the form of a written
document signed by such Non-employee Director and filed with
the Secretary of the Company, (ii) shall designate the dollar
amount of the fees the Non-employee 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 Non-employee 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
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<PAGE>
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 a Director Option shall be paid in full at the time
of exercise in cash. The price at which shares of Common Stock may be
purchased under an Option which is an Employee Award 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 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 therefore,
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,
- 10 -
<PAGE>
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 or the
Compensation Committee 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
required by applicable legal requirements. Notwithstanding the
foregoing, the Committee is authorized to amend this Plan to the
extent it deems necessary or advisable in order for the Plan to
comply, qualify or be registered under the laws of any foreign
jurisdiction, subject to clauses (i) and (ii) of this paragraph 13.
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.
- 11 -
<PAGE>
(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
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 (as defined in paragraph
8(b) hereof) 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. 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
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<PAGE>
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, without regard to its choice or conflicts of laws
principles.
- 13 -
Exhibit 5.1
March 27, 2000
Unigraphics Solutions Inc.
13736 Riverport Drive
Maryland Heights, Missouri 63043
Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary of
Unigraphics Solutions Inc., a Delaware corporation (the "Company"), and in such
capacity I am familiar with the Registration Statement on Form S-8 to which this
opinion is filed as an exhibit (the "Registration Statement"), which registers
under the Securities Act of 1933, as amended (the "Securities Act"), 3,000,000
shares of Class A Common Stock, par value $0.01, of the Company (the "Shares"),
which are to be issued under the Company's 2000 Incentive Plan (the "Plan").
I have examined originals or copies, certified or otherwise,
identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as I deemed necessary for
the purposes of the opinion expressed herein. I have assumed the genuineness of
all signatures on all documents examined by me, the authenticity of all
documents submitted to me as originals, and the conformity to authentic
originals of all documents submitted to me as certified or photostatic copies. I
have also assumed the due authorization, execution and delivery of all
documents.
On the basis of the foregoing, I am of the opinion that when
the Registration Statement, including any amendments thereto, shall have become
effective under the Securities Act, and the Shares have been issued in
accordance with the terms of the Plan, then the Shares will be legally issued,
fully paid and nonassessable.
This opinion is not rendered with respect to any laws other
than the General Corporation Law of the State of Delaware.
I consent to the filing of this opinion as an exhibit to the
Registration Statement. I also consent to your filing copies of this opinion as
an exhibit to the Registration Statement with such agencies of such states as
you deem necessary in the course of complying with the laws of such states
regarding the offering and sale of the Shares. In giving this consent, I do not
admit that I am in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Securities
and Exchange Commission.
Yours truly,
/S/ J. Randall Walti
--------------------------------
J. Randall Walti
Vice President, General Counsel
and Secretary
Exhibit 23.1
Independent Auditors' Consent
The Board of Directors
Unigraphics Solutions Inc.
We consent to incorporation by reference in the registration statement on Form
S-8 of Unigraphics Solutions Inc. of our report dated February 9, 1999, relating
to the consolidated balance sheets of Unigraphics Solutions Inc. and
subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of operations, stockholders' equity/net investment, and cash flows
for each of the years in the three-year period ended December 31, 1998, which
report appears in the Form 10-K of Unigraphics Solutions Inc. for the year ended
December 31, 1998.
/S/ KPMG LLP
- -------------------
KPMG LLP
St. Louis, Missouri
March 27, 2000
