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. EXECUTIVE DEFERRAL 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.
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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<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)(3) Fee
=============================================================================================
Deferred Compensation $5,000,000 100% $5,000,000 $1,320
Obligations (2)
Class A Common
Stock, $0.01 par 500,000 shares $30.531 $15,265,500 $4,030
value per share(3)
=============================================================================================
<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) The Deferred Compensation Obligations are unsecured obligations of
Unigraphics Solutions Inc. to pay deferred compensation in the future in
accordance with the terms of the Unigraphics Solutions Inc. Executive
Deferral Plan (the "Plan").
<PAGE>
(3) 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.
The following description of the Deferred Compensation Obligations
registered hereunder is qualified by reference to the Unigraphics Solutions Inc
Executive Deferral Plan (the "Plan"). A copy of the Plan is filed as Exhibit 4.1
to this Registration Statement.
The Deferred Compensation Obligations (the "Obligations") will be
unsecured general obligations of the Registrant to pay the deferred compensation
of and Registrant contributions to eligible management and highly compensated
employees of the Registrant and its subsidiaries in the future in accordance
with the terms of the Plan. The Obligations will rank equally with other
unsecured and unsubordinated indebtedness of the Registrant from time to time
outstanding.
The amount of compensation to be deferred by each Plan participant will
be determined in accordance with the Plan based on elections by the participant.
The Registrant will establish an account on behalf of each participant, to which
the Registrant will credit any deferred compensation and Registrant
contributions in accordance with the Plan. The portion of the account
attributable to deferred base salary (including performance payments) and bonus
compensation will be credited (or debited) with income (or loss) based upon a
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hypothetical investment in one or more of the investment options available under
the Plan, which include a hypothetical investment in Class A Common Stock of the
Registrant and a fixed-income equivalent which is equal to the 30-year U.S.
Treasury bond yield rate as of the first business day of September for the
following calendar year plus 50 basis points, as chosen by each participant. The
portion of the account attributable to deferred restricted stock units and
Registrant contributions will be invested in units representing Class A Common
Stock of the Registrant. All amounts credited to a particpant's account are
fully vested. However the amounts may be subject to forfeiture in accordance
with the Plan. Except for amounts invested in the Class A Common Stock
Equivalent Fund, each account will be payable by negotiable check or other cash
equivalent upon the participant's retirement, termination, death or other
date(s) determined in accordance with the Plan. Upon approval by the
shareholders, amounts in a participant's account invested in the Class A Common
Stock Equivalent Fund will be distributed in the form of shares of Class A
Common Stock.
Participants and their beneficiaries may not voluntarily or
involuntarily transfer, alienate or assign their interests under the Plan, and
such interests are not subject to attachment, execution, garnishment or other
such equitable or legal process.
The Compensation Committee of the Registrant's Board of Directors
administering the Plan may amend, alter or terminate the Plan at any time
without the prior approval of the Board of Directors; provided that, following
the occurrence of a change in control, no amendment may be made without the
written consent of the Board, except for amendments necessary to comply with
applicable law.
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
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
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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
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
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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.
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;
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(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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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, the
following persons in the capacities indicated below have signed this
Registration Statement below.
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<S> <C> <C>
/s/ Jeffrey M. Heller Chairman of the Board of Director March 27, 2000
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Jeffrey M. Heller
/s/ Richard L. deNey Vice Chairman of the Board of Directors March 27, 2000
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Richard L. deNey
/s/ John J. Mazzola President, Chief Executive Officer and Director March 27, 2000
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John J. Mazzola (Principal Executive Officer)
/s/ Douglas E. Barnett Vice President and Chief Financial Officer March 27, 2000
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Douglas E. Barnett (Principal Financial and Accounting Officer)
/s/ John A. Adams Director March 27, 2000
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John A. Adams
/s/ Paul J. Chiapparone Director March 27, 2000
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Paul J. Chiapparone
/s/ J. Davis Hamlin Director March 27, 2000
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J. Davis Hamlin
/s/ Leo J. Thomas Director March 27, 2000
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Leo J. Thomas
/s/ William P. Weber Director March 27, 2000
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William P. Weber
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EXHIBIT INDEX
Exhibit Description
4.1 Unigraphics Solutions Inc. Executive Deferral 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)
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Exhibit 4.1
UNIGRAPHICS SOLUTIONS INC.
EXECUTIVE DEFERRAL PLAN
ARTICLE I
INTRODUCTION
1.1 Creation. Upon the recommendation of the Compensation Committee
("Committee") of its Board of Directors ("Board"), the Company has
adopted this Unigraphics Solutions Inc. Executive Deferral Plan
("Plan"), effective March 15, 2000.
1.2 Purpose. The objective and purpose of this Plan is to attract and
retain competent officers, key executives and highly compensated
employees by offering flexible compensation opportunities to officers,
key executives and highly compensated employees of the Company and to
offer them an opportunity to defer income to be paid at a later date.
The Plan shall not constitute a "qualified plan" subject to the
limitations of Section 401(a) of the Code, nor shall it constitute a
"funded plan," for purposes of such requirements. This Plan shall be
exempt from the participation and vesting requirements of Part 2 of
Title I of ERISA, the funding requirements of Part 3 of Title I of
ERISA, and the fiduciary requirements of Part 4 of Title I of ERISA by
reason of the exclusions afforded plans which are unfunded and
maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees.
ARTICLE II
DEFINITIONS AND CONSTRUCTION
2.1 Definitions. The following words and phrases shall have the meaning set
forth below, unless a different meaning is required by the context in
which the word or phrase is used.
(a) Account shall mean the bookkeeping account to which a
Participant's deferred Compensation is credited, together with
any earnings thereon.
(b) Affiliate shall mean (i) a corporation that is a member of a
controlled group of corporations (as determined pursuant to
Section 414(b) of the Code) which includes the Company and
(ii) a trade or business (whether or not incorporated) which
is under common control (as determined pursuant to Section
414(c) of the Code) of the Company.
(c) Beneficiary shall mean the person or persons designated by the
Participant in a writing filed with the Committee to receive
payment of the Participant's Account upon the death of the
Participant.
(d) Board shall mean the Board of Directors of the Company.
<PAGE>
(e) Change of Control shall mean such term as defined in the Rules
immediately prior to a CIC Event; provided however, that,
until changed by the Committee by Rule, "Change of Control"
shall mean a change in control of the Company of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or in response to any similar
item on any similar schedule or form) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), whether
or not the Company is then subject to such reporting
requirement; provided, however, that, without limiting the
generality of the foregoing, a Change in Control shall be
deemed to have occurred (irrespective of the applicability of
the initial clause of this proviso) if at any time (a) any
"person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act, but excluding (i) any employee benefit plan
of the Company or any Affiliate, and (ii) any entity
organized, appointed or established by the Company pursuant to
the terms of any such plan) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the
Company's then outstanding securities without the prior
approval of at least two-thirds of the members of the Board in
office immediately prior to such person's attaining such
percentage interest; (b) the Company is a party to a merger,
consolidation, share exchange, sale of assets or other
reorganization, or a proxy contest, as a consequence of which
members of the Board in office immediately prior to such
transaction or event constitute less than a majority of the
whole Board thereafter; or (c) during any period of two
consecutive years, individuals who at the beginning of such
period constituted members of the Board (including for this
purpose any new member whose election or nomination for
election by the Company's stockholders was approved by at
least two-thirds of the members of the whole Board then still
in office who were either (1) members of the Board at the
beginning of such period, (2) employees of the Company's
principal shareholder, Electronic Data Systems Corporation
("EDS"), or (3) members of the Board approved by EDS) cease
for any reason to constitute a majority of the whole Board.
The intent of this item (c) is that for so long as EDS
controls the Company through its ability to elect directors or
otherwise, changes in EDS-employed or EDS-sponsored directors
during any two consecutive years will not be a Change of
Control under this Section 2.1(e).
(f) CIC Event shall mean such term as defined in Section 6.2.
(g) Code shall mean the Internal Revenue Code of 1986, as amended.
(h) Company shall mean Unigraphics Solutions Inc., a Delaware
corporation.
(i) Committee shall mean the Compensation Committee of the Board,
or any successor thereto. If at any time no Committee shall be
in office, the functions of the Committee specified in the
Plan shall be exercised by the Board.
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(j) Common Stock shall mean the Class A Common Stock, par value
$.01 per share, of the Company.
(k) Compensation shall, for any period, mean such amount as the
Committee may designate (which may be different amounts for
different purposes under the Plan); provided that such amount
shall not exceed the total earnings prior to withholding, as
reportable on Internal Revenue Service Form W-2, payable to
any Employee by an Employer in such period, disregarding any
Deferral Election hereunder, and increased by amounts not
included in income through a salary reduction election made
pursuant to a cafeteria plan described in Code Section 125, or
the Unigraphics 401(k) Plan.
(l) Deferral Election shall mean the agreement between the Company
or Participating Employer and an Eligible Employee pursuant to
which the Eligible Employee consents to participation and the
deferral of Compensation hereunder, and designates the amount
of Compensation to be deferred.
(m) Deferral Election Deadline shall mean the date the Committee
designates by Rule as the last date an Eligible Employee may
file a Deferral Election with the Committee for such period as
the Committee may designate.
(n) Eligible Employee shall mean an Employee of the Company or a
Participating Employer whom the Committee designates as
eligible to participate in the Plan. Notwithstanding the
foregoing, the Committee shall permit only a select group of
management or highly compensated employees to be Eligible
Employees.
(o) Employee shall mean any person employed as an employee by an
Employer and on the payroll of an Employer. If a person's
status as an employee is redetermined retroactively, such
redetermination shall not affect participation in the Plan
prior to the redetermination.
(p) Employer shall mean the Company and Participating Employers.
(q) ERISA shall mean the Employee Retirement Income Security Act
of 1974, as amended.
(r) Fair Market Value of a share of Common Stock shall mean the
fair value thereof, determined under such Rules as the
Committee may establish. Unless the Committee so establishes a
different meaning, Fair Market Value of a share of Common
Stock shall mean as of a particular 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
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Nasdaq National Market on that date, or, if there shall have
been no such sales reported on that date, on the last
preceding date on which such a sale was so reported or (iii)
if the Common Stock is not so listed or quoted but is 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 Quotations Bureau Incorporated.
(s) Participant shall mean each Eligible Employee who has properly
completed and filed a Deferral Election with the Committee.
(t) Participating Employer shall mean any Affiliate which, with
the consent of the Committee, elects to become and accepts the
obligations of an Employer hereunder.
(u) Plan shall mean this Unigraphics Solutions Inc. Executive
Deferral Plan, as amended from time to time.
(v) Plan Year shall mean the period beginning May 1, 2000 and
ending December 31, 2000, and thereafter the calendar year or
such other period as the Committee may designate by Rule.
(w) Rule shall mean a determination, regulation, standard, or rule
of general applicability made by the Committee or the Board.
(x) Unigraphics 401(k) Plan shall mean the employee retirement
plan intended to qualify under Code Sections 401(a) and 401(k)
as established by the Company effective April 1, 1999, as
amended from time-to-time, any successor to such plan, and any
other plan of the Company or an Affiliate intended to qualify
under Code Sections 401(a) and 401(k) as may be designated by
the Committee.
(y) Valuation Date shall mean such date (or dates) as the
Committee may, in its discretion, designate; provided that
there shall be at least one Valuation Date each Plan Year.
2.2 Construction. If any provision of this Plan or any Rule is determined
to be for any reason invalid or unenforceable, the remaining provisions
of this Plan and the remaining Rules shall continue in full force and
effect. All of the provisions of this Plan and the Rules hereunder
shall be construed and enforced in accordance with the laws of the
State of Delaware (other than its laws regarding choice of laws) and
shall be administered according to the laws of such state, except as
otherwise required by ERISA, the Code or other applicable federal law.
The masculine gender, where appearing in this Plan or the Rules, shall
include the feminine gender, and vice versa. The terms "delivered to
the Committee" and "filed with the Committee," as used in this Plan or
the Rules, shall include, respectively, delivery to and filing with a
person or persons designated by the Committee for the disbursement and
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the receipt of administrative forms. Headings and subheadings in the
Plan or the Rules are for the purpose of reference only and are not to
be considered in the construction of this Plan or the Rules.
ARTICLE III
PARTICIPATION AND VESTING
3.1 Eligibility and Participation. An Eligible Employee who properly
completes and files with the Committee a Deferral Election pursuant to
which a portion of his Compensation is deferred under the Plan shall
become a Participant. A Participant shall remain a Participant until
his entire Account under the Plan is extinguished, through distribution
or otherwise.
3.2 Ceasing to be an Eligible Employee. Status as an Eligible Employee will
be redetermined from time to time, at least annually. If an individual
ceases for any reason to be an Eligible Employee, through termination
of employment or otherwise, his Deferral Election shall forthwith
terminate, and he shall not again become eligible to make a Deferral
Election until he again becomes an Eligible Employee.
3.3 Vesting. The Committee may establish Rules governing vesting and
forfeitability of all or any portion of a Participant's Account.
ARTICLE IV
DEFERRAL ELECTIONS, MATCHING CREDITS AND ACCOUNTING
4.1 Deferral Elections. Each Eligible Employee shall be provided an
opportunity to make a Deferral Election with respect to such portion of
his Compensation as the Committee designates by Rule. The Committee may
require or permit separate Deferral Elections to be made with respect
to different elements of Compensation, and may provide that Deferral
Elections shall be subject to minimum and maximum limitations on the
amount deferred.
Deferral Elections for a Plan Year shall be filed with the Committee no
earlier than the date permitted by the Committee, and no later than the
Deferral Election Deadline. Deferral Elections for a Plan Year shall
become irrevocable at such time as the Committee may designate by Rule.
A Participant's Deferral Election shall automatically terminate on his
termination of employment, unless the Committee otherwise provides. The
Committee shall determine the form and manner of filing the Deferral
Election, which shall be by such means as the Committee shall require
or permit, including, but not limited to traditional writing or
electronic means.
4.2 Additional Credits. The Committee may by Rule permit additional or
matching credits to be made to Participants' Accounts, at such time and
based upon such criteria as the Committee deems appropriate.
4.3 Accounting for Deferred Compensation. The Committee shall maintain an
Account in the name of each Participant. The value of each Account
shall be adjusted as of each Valuation Date to reflect the deferred
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Compensation credited thereto, the rate of return credited (or charged)
to such Account, and any amounts distributed or withdrawn from such
Account since the most recent prior Valuation Date. In the sole
discretion of the Committee, one or more sub-Accounts may be
established for each Participant to facilitate recordkeeping
convenience and accuracy.
Establishment and maintenance of Accounts hereunder shall not be
construed as giving any person any interest in assets of the Company or
an Affiliate, or a right to payment other than as provided hereunder.
An Account shall be maintained until all amounts credited to such
Account have been withdrawn, distributed, forfeited, or otherwise
extinguished in accordance with the terms and provisions of this Plan.
4.4 Rates of Return. The Committee shall by Rule establish and may change
from time to time the rate of return to be credited or charged to
Participants' Accounts. Such Rules may, but need not, specify one or
more rates of return equal to the actual rate of return on specified
predetermined actual investments (whether or not assets are actually
invested therein), and may, but need not, permit Participants to choose
among alternative rates of return for all or part of their Accounts.
ARTICLE V
DISTRIBUTION OF BENEFITS
5.1 Time and Form of Distribution. Simultaneously with the initial Deferral
Election, a Participant shall elect on a form permitted by and
delivered to the Committee, the timing and form of distribution of his
Account, subject to such limitations and exceptions as the Committee
may, by Rule, require or permit. The Committee may, by Rule, change the
timing and forms of payment available hereunder. In establishing or
changing such Rules, the Committee shall take into account constructive
receipt considerations.
5.2 Changes in Distribution Options. A Participant may change the
previously elected form of distribution only upon such terms and
conditions as the Committee may establish by Rule.
5.3 Early Distributions. The Committee, upon application of a Participant,
in its sole discretion, may direct premature distribution of part or
all of a Participant's Account either during employment or after
employment terminates, on such basis or for such reasons as the
Committee may permit.
5.4 Committee Discretion to Distribute. The Committee may establish Rules
requiring distribution of all or any part of a Participant's Account to
be made earlier or later than the time elected by the Participant
pursuant to Section 5.1, 5.2, or 5.3.
5.5 Form of Payment. All benefits under this Plan shall be paid by
negotiable check or other cash equivalent from the trust (if any) or
other general funds of the Employer, or if the Committee so designates,
in the form of a fully paid insurance or annuity contract or in Common
Stock or other Employer securities, valued at their Fair Market Value
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at the time of payment. For this purpose, 500,000 shares of Common
Stock are reserved for delivery hereunder. Such shares may be newly
issued shares, treasury shares, or shares acquired on the open market.
In the event of any stock dividend, stock split, share combination,
spin-off, reorganization, recapitalization, merger or other transaction
involving the Company or its outstanding securities, the number and
kind of shares of Common Stock or other securities reserved under this
Plan shall be adjusted by the Board, in its discretion, as the Board
deems appropriate to reflect such transaction.
5.6. Death of a Participant. In the event of the death of a Participant
prior to distribution of all amounts otherwise payable to the
Participant hereunder, the Participant's Beneficiary or Beneficiaries
shall be entitled to distribution of all vested amounts credited to the
Participant's Account, in such form as the Committee may designate by
Rule. Each Participant may designate a Beneficiary or Beneficiaries to
receive payment of his benefits under this Plan in the event of his
death, and may revoke or change such designation, in accordance with
such procedures as the Committee shall promulgate. Unless the Committee
otherwise provides, a Participant may revoke his designation of
Beneficiary (without the consent of any Beneficiary) and make a new
designation of Beneficiary by filing a new form with the Committee. A
properly completed and executed change in a designation of Beneficiary,
unless the Committee provides to the contrary, shall take effect
immediately upon being filed with the Committee during the
Participant's lifetime. If upon a Participant's death no valid
designation of Beneficiary is on file with the Committee, or if a
Beneficiary dies before payments are completed and there are no living
contingent or successive Beneficiaries, then, unless the Committee
establishes a different Rule, any remaining payments under this Plan
shall be made (1) to the Participant's surviving spouse, if any, or (2)
if there is no surviving spouse, then to the Participant's estate.
5.7 Withholding. A Participant's Employer or the Company shall have the
right to deduct applicable taxes (including, but not limited to FICA)
from amounts deferred pursuant to an Eligible Employee's Deferral
Election and from any amounts payable hereunder to a Participant or
Beneficiary and from amounts otherwise subject to any tax, and to
withhold an appropriate amount of cash or a number of shares of Common
Stock or a combination thereof for payment of taxes or to take such
other action as may be necessary in the opinion of the Employer or 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 cash, shares of Common Stock, or other property
theretofore owned by the Participant or Beneficiary.
5.8 Facility of Payment. In the event any distribution is payable under
this Plan to a minor or other individual who is legally, physically or
mentally incompetent to receive such payment, the Committee in its sole
discretion shall pay such benefits to one or more of the following
persons:
(a) Directly to such minor or other person;
(b) To the legal guardian or conservator of such minor or other
person;
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(c) To the spouse, parent, brother, sister, child or other
relative of such minor or other person for the use of such
minor or other person; or
(d) To such other person as the Committee deems appropriate.
The Committee shall not be required to see to the application of any
distribution so made to any of such persons, but the receipt therefore
shall be a full discharge of the liability of the Plan, the Committee,
the Employers, and the trustee (if any) to such minor or other person.
5.9 Waiver and Release. The Committee may condition the payment of some or
all benefits hereunder on the Participant's entering into a binding
release and waiver in such form as the Committee shall permit.
ARTICLE VI
PAYMENT LIMITATIONS
6.1 Assignment. Except as the Committee may otherwise permit by Rule, no
Participant or Beneficiary of a Participant shall have any right to
assign, pledge, hypothecate, anticipate or in any way create a lien on
any amounts payable hereunder. No amounts payable hereunder shall be
subject to assignment or transfer or otherwise be alienable, either by
voluntary or involuntary act, or by operation of law, or subject to
attachment, execution, garnishment, sequestration or other seizure
under any legal, equitable or other process, or be liable in any way
for the debts or defaults of Participants and their Beneficiaries.
6.2 Change of Control. Upon the first event constituting a part of the
Change of Control ("CIC Event"):
(a) the members of the Board serving immediately prior to the CIC
Event may, in their sole and absolute discretion, direct the
Committee to distribute all amounts credited to the Accounts
of Participants in a single lump sum payment to each
Participant, net of investment charges, surrender charges,
etc. following which the Plan shall terminate;
(b) no changes shall be made to any Rules in effect immediately
prior to the CIC Event and no new Rules shall be promulgated;
and
(c) Plan amendments shall be subject to the last sentence of
Section 10.1 (Amendment and Termination).
ARTICLE VII
FUNDING AND EXPENSES
7.1 Funding. Benefits under this Plan shall be funded solely by the Company
and its Affiliates. Benefits hereunder shall constitute an unfunded
general obligation of each Participant's respective Employer. In the
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event a Participant has been employed by more than one Employer,
benefits hereunder shall constitute an unfunded general obligation of
the Participant's most recent Employer. All payments under this Plan
shall be deemed made by the Participant's Employer from general assets
available to all unsecured creditors of the Employer in the event of
its insolvency. Each Participant has merely the status of a general
unsecured creditor of his Employer.
Notwithstanding the foregoing, the Company and the Employers may, but
need not create for purposes of this Plan a trust of the type commonly
referred to as a "rabbi" trust, which may, but need not, be in
substantial conformity to the terms of the model trust published by the
Internal Revenue Service in Rev. Proc. 92-64 or any successor thereto.
The Employer may transfer assets to the trustee of such trust to hold
and to make distributions under this Plan on behalf of the Employers.
The assets so held in trust shall remain the general assets of the
Employers, which are the grantors under the trust. The rights of
Participants and their Beneficiaries under this Plan and the trust
shall be exclusively unsecured contractual rights. No Participant or
Beneficiary shall have any right, title or interest whatsoever in the
trust.
7.2 Creditor Status. A Participant and his Beneficiary or Beneficiaries
shall be general creditors of the Participant's Employer with respect
to the payment of any benefit under this Plan, unless such benefits are
provided under a contract of insurance or an annuity contract that has
been delivered to the Participant, in which case the Participant and
his Beneficiary or Beneficiaries shall look to the insurance carrier or
annuity provider for payment, and not to the Employer or any Affiliate.
The Employer's or Affiliate's obligation for such benefit shall be
discharged by the purchase and delivery of such annuity or insurance
contract.
7.3 Expenses. The expenses of administering the Plan shall be borne by the
Employers, provided that, prior to a CIC Event, the Committee may
direct that assets of the trust, if any, shall be applied to pay such
expenses.
ARTICLE VIII
ADMINISTRATION
8.1 Committee. Except for rights and powers expressly reserved to the Board
or the Company, the Plan will be administered by the Committee.
8.2 Committee Powers. The Committee shall have the power and authority in
its sole and absolute discretion:
(a) To make and from time to time amend Rules by which the Plan
will be implemented and administered from time to time, which
Rules shall be binding on the Employers and all Participants
and their Beneficiaries, even though they may apply
retroactively to Participants whose employment has terminated;
(b) To construe and interpret the Plan, determine the application
of the Plan to situations where such application is unclear or
disputable, to resolve all questions arising under the Plan
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(including questions of fact) and make equitable adjustments
for any mistakes or errors made in the administration of the
Plan; provided that individual exceptions to Rules shall not
be permitted;
(c) To determine all questions arising in the administration of
the Plan, including the power to determine the status of
individuals as Eligible Employees, the rights of Participants
and their beneficiaries and the amount of their respective
benefits and such determination, interpretation or other
action shall be final and binding for all purposes and upon
all persons;
(d) To adopt, amend and rescind such rules (including Rules),
regulations and forms as it may deem necessary for the proper
and efficient administration of the Plan consistent with its
purposes, which rules may permit case-by-case determinations;
(e) To enforce and administer the Plan in accordance with its
terms and the rules, regulations and forms it adopts; to
appoint a plan administrator and to delegate to the plan
administrator such administrative duties as the Committee
shall deem appropriate;
(f) To take such action and establish such procedures as it deems
necessary or appropriate to coordinate deferrals and benefits
under this Plan and any other plan;
(g) To select, monitor and prospectively change the rates of
return to be credited under the Plan;
(h) To take such action and establish such procedures as it deems
necessary or appropriate to implement Participant elections
and designations of rates of return, and to coordinate the
Employers' actions, if any, taken to reduce or eliminate the
Employers' exposure to market fluctuations;
(i) To direct the appropriate person to make payments from the
Plan;
(j) To employ such counsel, auditors, actuaries, or other
specialists (who may be counsel, auditors, actuaries or other
specialists for the Company) and to engage such clerical or
other services to the extent such services are not provided by
the Company;
(k) To maintain records concerning the Plan sufficient to prepare
reports, returns and other information required by the Plan or
by law, and to communicate the terms of the Plan and any
material amendments thereto to the Eligible Employees and
Participants;
(l) To delegate such of its powers and authorities (including the
power and authority to delegate) to such person or persons,
with his, her, its or their consent, as the Committee may
appoint; and
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(m) To do all other things the Committee deems necessary or
desirable for the advantageous administration of the Plan and
to make the Plan fully effective in accordance with its terms
and intent.
8.2 Claims for Benefits. In the event that a Participant or Beneficiary
claims to be eligible for benefits, or claims any rights hereunder, he
must complete and submit such claims forms and supporting documentation
as shall be required by the Committee, in its sole discretion. The
Committee shall, by Rule, establish procedures (including appeals) for
considering and deciding claims.
8.3 Receipt and Release of Necessary Information. In implementing the terms
of this Plan, the Committee may, without the consent of or notice to
any person, release to or obtain from any other organization or person
any information, with respect to any person, which the Committee deems
to be necessary for such purposes. Any Participant or Beneficiary
claiming benefits under this Plan shall furnish to the Committee such
information as may be necessary to determine eligibility for and amount
of benefit, as a condition of claiming and receiving such benefit.
8.4 Overpayment and Underpayment of Benefits. The Committee may adopt, in
its sole discretion, whatever rules, procedures and accounting
practices are appropriate in providing for the collection of any
overpayment of benefits. If a Participant or Beneficiary receives an
underpayment of benefits, the Committee shall direct that immediate
payment be made to make up for the underpayment. If an overpayment is
made to a Participant or Beneficiary, for whatever reason, the
Committee may, in its sole discretion, withhold payment of any further
benefits under the Plan until the overpayment has been collected or may
require repayment of benefits paid under this Plan without regard to
further benefits to which the Participant or Beneficiary may be
entitled.
ARTICLE IX
OTHER BENEFIT PLANS OF THE COMPANY
9.1 Other Plans. Nothing contained in this Plan shall prevent a Participant
prior to his death, or his Beneficiary after his death, from receiving,
in addition to any payments provided for under this Plan, any payments
provided for under any other plan or benefit program of an Employer, or
which would otherwise be payable or distributable to the Participant or
Beneficiary under any plan or policy of an Employer or otherwise.
Nothing in this Plan shall be construed as preventing the Company or
any Affiliate from establishing any other or different plans providing
for current or deferred compensation for employees. Benefits provided
under this Plan shall not constitute earnings or compensation for
purposes of determining contributions or benefits under any plan of the
Company intended to "qualify" under Section 401 of the Code, unless
specifically provided otherwise in such plan.
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ARTICLE X
AMENDMENT AND TERMINATION OF THE PLAN
10.1 Amendment and Termination. The Committee may amend or terminate this
Plan at any time and in its sole discretion, by (and only by) written
resolution. Any such amendment or termination shall be binding on the
Employers and all Participants and their Beneficiaries, even though it
may be retroactive and applicable to Participants whose employment by
the Company or an Employer has terminated. The Committee may amend any
Rule at any time. However, no amendment or termination of the Plan and
no amendment of a Rule shall adversely affect the right of a
Participant to payment of a benefit to which the Participant would be
entitled (then or thereafter) under the terms of the Plan if the
Participant's employment terminated immediately before the adoption of
such amendment or termination of the Plan or Rule, unless such
amendment or termination of the Plan or amendment of the Rule in the
reasonable judgment of the Committee is required to comply with
applicable law or to preserve the tax treatment of benefits under this
Plan for the Employers or for the Participant, or is consented to by
the affected Participant. Following the occurrence of a CIC Event, no
amendment of the Plan or of any Rule may be made without the written
consent of the Board, except for amendments necessary to comply with
applicable law.
10.2 Continuation. The Company intends to continue this Plan indefinitely,
but nevertheless assumes no contractual obligation beyond the promise
to pay the benefits described in this Plan to its Employees.
ARTICLE XI
MISCELLANEOUS
11.1 No Reduction of Employer Rights. Nothing contained in this Plan shall
be construed as a contract of employment between the Company or any
Affiliate and an employee, or as a right of any person to be continued
in the employment of the Company or any Affiliate, or as a limitation
of the right of the Company or an Affiliate to discharge any of its
employees, with or without cause.
11.2 Indemnification. The Company hereby indemnifies each member of the
Committee and each employee who is delegated responsibilities under the
Plan against any and all liabilities and expenses, including attorney's
fees, actually and reasonably incurred by them in connection with any
threatened, pending or completed legal action or judicial or
administrative proceeding to which they may be a party, or may be
threatened to be made a party, by reason of membership on such
Committee or due to a delegation of responsibilities, except with
regard to any matters as to which they shall be adjudged in such action
or proceeding to be liable for gross negligence or willful misconduct
in connection therewith.
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11.3 Successors. All obligations of an Employer under this Plan shall be
binding on any successor to such Employer, whether the existence of
such successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the
business and/or assets of the Employer.
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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"), Deferred
Compensation Obligations (the "Obligations") and 500,000 shares of Class A
Common Stock, par value $0.01, of the Company (the "Shares"), which are to be
issued under the Company's Executive Deferral 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 Obligations and the Shares have been
issued in accordance with the terms of the Plan, then (i) the Obligations will
be legally valid and binding obligations of the Company, except as may be
limited by the applicability or effect of any bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally or general principles of equity, including, without
limitation, concepts of reasonableness, materiality, good faith and fair dealing
and the possible unavailability of specific performance, injunctive relief or
other equitable remedies, regardless of whether enforceability is considered in
a proceeding at law or in equity, and (ii) the Shares will be legally issued,
fully paid and nonassessable.
This opinion is not rendered with respect to any laws other
than (i) the laws of the State of Missouri with respect to the Obligations and
(ii) 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
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KPMG LLP
St. Louis, Missouri
March 27, 2000
