281,497 Shares
SofTech, Inc.
Common Stock
_______________
All of the shares (the "Shares") of common stock, $0.10 par value
per share of SofTech, Inc. (the "Common Stock"), offered hereby are being
registered for the account of certain stockholders of SofTech, Inc.
("SofTech" or the "Company"), or their pledgees, named herein (the
"Selling Stockholders"). See "Plan of Distribution" and "Selling
Stockholders."
The Selling Stockholders, directly or through agents, dealers or
underwriters designated from time to time, may sell all or a portion of
the Shares offered hereby from time to time on terms to be determined at
the time of sale. To the extent required, the specific Shares to be sold,
the respective purchase prices and public offering prices, the names of
any such agent, dealer or underwriter, and any applicable commissions or
discounts with respect to a particular offer will be set forth in an
accompanying Prospectus Supplement. See "Plan of Distribution." The
Selling Stockholders reserve the sole right to accept and, together with
such Selling Stockholders' agents, dealers or underwriters from time to
time, to reject, in whole or in part, any proposed purchase of Shares to
be made directly or through agents, dealers or underwriters.
The aggregate proceeds to the Selling Stockholders from the sale of
the Shares offered hereby (the "Offering") will be the purchase price of
the Shares sold less the aggregate agents' commissions and underwriters'
discounts, if any, and other expenses of issuance and distribution not
borne by the Company. The Company will pay all of the expenses of the
Offering other than agents' commissions and underwriters' discounts with
respect to the Shares offered hereby and transfer taxes, if any. The
Company will not receive any proceeds from the sale of the Shares offered
hereby by the Selling Stockholders.
The Selling Stockholders and any agents, dealers or underwriters
that participate with the Selling Stockholders in the distribution of the
Shares may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), in which case
any commissions received by such agents, dealers or underwriters and any
profit on the resale of the Shares purchased by them may be deemed
underwriting commissions or discounts under the Securities Act.
The Common Stock is listed on the NASDAQ National Market System
under the symbol "SOFT."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
The date of this Prospectus is November 30, 1995.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and proxy statements and other
information with the Securities and Exchange Commission (the "SEC" or
"Commission"). Such reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, and at the Commission's Regional Offices at 7 World Trade Center,
13th Floor, New York, New York 10048, and Northwestern Atrium Center, 500
W. Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and copies
may be obtained at the prescribed rates from the Public Reference Section
of the Commission at its principal office in Washington, D.C. In
addition, the Shares are listed on the NASDAQ National Market System, and
such materials can be inspected and copied at the NASDAQ National Market
System, 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference the documents listed in
(a) through (c) below, which have previously been filed with the
Commission.
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 1995;
(b) all reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since May 31, 1995; and
(c) the description of the Common Stock contained in the
Company's registration statement on Form 8-A under the Securities
Act dated September 14, 1982, and any amendments or reports filed
for the purpose of updating such description.
In addition, all documents subsequently filed with the Commission by
the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which indicates that
all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or
in any subsequently filed document which also is incorporated by reference
herein modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
THE COMPANY
SofTech, Inc. (the "Company" or "SofTech") is a Massachusetts
corporation incorporated on June 10, 1969. The Company's principal
executive office is located at 460 Totten Pond Road, Waltham,
Massachusetts 02154 and its telephone number at that location is (617)
890-6900.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to
the Selling Stockholders, including the number of shares of Common Stock
beneficially owned by the Selling Stockholders, the number of Shares
registered hereby and the percentage of shares of Common Stock held by the
Selling Stockholders. There can be no assurance that all or any of the
Shares offered hereby will be sold. If any are sold, the Selling
Stockholders will receive all of the net proceeds from the sale of its
Shares offered hereby. The Company has been advised by the Selling
Stockholders that, notwithstanding the registration of its Shares pursuant
to the Registration Statement of which this Prospectus is a part, the
Selling Stockholders have no present intention to sell any of the Shares,
but may in the future determine to do so. The amounts set forth are to
the best of the Company's knowledge.
<TABLE>
<CAPTION>
Number of Shares
of Common Stock Percentage of All
Owned Number of Shares Outstanding Shares
Selling Stockholders Before the Offering Being Registered Of Common Stock
<S> <C> <C> <C>
Barry M. Bennett & Elizabeth Ann Bennett JWROS 281,497 281,497 6.9%
</TABLE>
The Selling Stockholders acquired their shares of Common Stock
pursuant to an Asset Purchase Agreement dated as of January 5, 1995 by and
among Information Decisions, Incorporated, a wholly owned subsidiary of
the Company ("IDI"), the Company, Micro Control, Inc. and the Selling
Stockholders. Barry M. Bennett is currently the President of the IDI CAD
Division.
PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from this Offering.
The Shares offered hereby may be sold by the Selling Stockholders from
time to time, subject to certain volume and timing restrictions more fully
described below, on the NASDAQ National Market System on terms to be
determined by the Selling Stockholders at the time of such sales. The
Selling Stockholders may also make private sales directly or through a
broker or brokers. Alternatively, the Selling Stockholders may from time
to time offer Shares to or through underwriters, dealers or agents, who
may receive consideration in the form of discounts and commissions; such
compensation, which may be in excess of ordinary brokerage commissions,
may be paid by the Selling Stockholders and/or the purchasers of the
Shares offered hereby for whom such underwriters, dealers or agents may
act. The Selling Stockholders and any dealers or agents that participate
in the distribution of the Shares offered hereby may be deemed to be
"underwriters" as defined in the Securities Act, and any profit on the
sale of such Shares offered hereby by them and any discounts, commissions
or concessions received by any such dealers or agents might be deemed to
be underwriting discounts and commissions under the Securities Act. The
aggregate proceeds to the Selling Stockholders from sales of the Shares
offered by the Selling Stockholders hereby will be the purchase price of
such Common Stock less any broker's commissions.
To the extent required, the specific shares of Common Stock to be
sold, the respective purchase prices and public offering prices, the names
of any such agent, dealer or underwriter, and any applicable commissions
or discounts with respect to a particular offer will be set forth in an
accompanying Prospectus Supplement.
The Shares offered hereby may be sold from time to time, subject to
certain volume and timing restrictions, in one or more transactions at a
fixed offering price, which may be changed, or at varying prices
determined at the time of sale or at negotiated prices. In order to
comply with the securities laws of certain states, if applicable, the
Shares offered hereby will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states
Shares may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Common Stock offered hereby may
not simultaneously engage in market making activities with respect to the
Common Stock for a period of two business days prior to the commencement
of such distribution. Without limiting the foregoing, the Selling
Stockholders will be subject to applicable provisions of the Exchange Act
and the rules and regulations thereunder, including, without limitation,
Rules 10b-2, 10b-6 and 10b-7, which may limit the timing of purchases and
sales of the Company's Common Stock by the Selling Stockholders.
The Company will pay substantially all the expenses incurred by the
Selling Stockholders and the Company incident to the Offering and sale of
the Shares to the public, but excluding any underwriting discounts,
commissions or transfer taxes.
The Company has agreed to indemnify the Selling Stockholders against
certain liabilities, including liabilities under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Company, the Company has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.
No person has been
authorized in connection with the
offering made hereby to give any
information or to make any
representation not contained in
this Prospectus and, if given or
made, such information or
representation must not be relied
upon as having been authorized by 281,497 Shares
the Company, the Selling
Stockholders or any other person.
This Prospectus does not
constitute an offer to sell or a
solicitation of an offer to buy
any of the securities offered
hereby to any person or by anyone
in any jurisdiction in which it is SofTech, Inc.
unlawful to make such offer or
solicitation. Neither the
delivery of this Prospectus nor
any sale made hereunder shall,
under any circumstances, create Common Stock
any implication that the
information contained herein is
correct as of any date subsequent
to the date hereof. ______________
PROSPECTUS
TABLE OF CONTENTS ______________
Page
Available Information 2
Incorporation of Certain
Documents by Reference 2
The Company 2
Selling Stockholders 2 November 30, 1995
Plan of Distribution 3
