As filed with the Securities and Exchange Commission on October 31, 1995
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
SOFTECH, INC.
(Exact name of Registrant as specified in its charter)
Massachusetts 04-2453033
(State of incorporation) (I.R.S. Employer Identification Number)
460 Totten Pond Road
Waltham, Massachusetts 02154
(617) 890-6900
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
__________________________________
NORMAN L. RASMUSSEN
President
SOFTECH, INC.
460 Totten Pond Road
Waltham, Massachusetts 02154
(617) 890-6900
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
__________________________________
Copy to:
RICHARD E. FLOOR, P.C.
GOODWIN, PROCTER & HOAR
Exchange Place
53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
Approximate date of commencement of proposed sale to the public: from
time to time after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [x]
If this form is used to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act Registration Statement number
of the earlier effective registration statement for the same
offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Shares Amount Aggregate Price Aggregate Amount of
to be Registered to be Registered(1) Per Unit(2) Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock,
par value $0.10
per share 281,497 $4.125 $1,161,175 $400
<F1> Plus such additional number of shares as may be required in the
event of a stock dividend, reverse stock split, split-up,
recapitalization or other similar event.
<F2> This estimate is made pursuant to Rule 457(c) under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the
purpose of determining the amount of the registration fee and is
based upon the market value of outstanding shares of SofTech,
Inc.'s Common Stock on October 25, 1995, utilizing the average of
the high and low sale prices reported on the NASDAQ National Market
System on that date.
</TABLE>
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1993 or until the
registration statement shall become effective on such date as the
commission, acting pursuant to said Section 8(a), may determine.
Cross Reference Sheet Showing Location in Prospectus of
Information Required By Items of Part I of Form S-3
Location or
Item Numbers and Captions Heading in Prospectus
1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus Outside Front Cover Page
of Prospectus
2. Inside Front and Outside Back Cover
Pages of Prospectus Inside Front Cover Page;
Outside Back Cover Page
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges The Company
4. Use of Proceeds Plan of Distribution
5. Determination of Offering Price Plan of Distribution
6. Dilution Not Applicable
7. Selling Security-Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution;
Outside Front Cover Page
of Prospectus
9. Description of Securities to be
Registered Not Applicable
10. Interests of Named Experts and Counsel Not Applicable
11. Material Changes Not Applicable
12. Incorporation of Certain Information
by Reference Incorporation of Certain
Documents by Reference
13. Disclosure of Commission Position on
Indemnification For Securities Act
Violations Plan of Distribution
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be
sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell nor the solicitation of an offer to buy nor
shall there be any sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED OCTOBER 31, 1995
PRELIMINARY PROSPECTUS
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 October __, 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 281,497 Shares
upon as having been authorized by
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 SofTech, Inc.
any of the securities offered
hereby to any person or by anyone Common Stock
in any jurisdiction in which it is
unlawful to make such offer or
solicitation. Neither the PROSPECTUS
delivery of this Prospectus nor
any sale made hereunder shall,
under any circumstances, create
any implication that the
information contained herein is
correct as of any date subsequent October , 1995
to the date hereof.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain Documents
by Reference 2
The Company 2
Selling Stockholders 2
Plan of Distribution 3
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of
the securities being registered are set forth in the following table
(all amounts except the registration fee are estimated):
<TABLE>
<S> <C>
Registration fee $ 400
Blue Sky expenses 0
Legal fees and expenses 5,000
Accountants' fees and expenses 2,000
Miscellaneous 500
Total $7,900
</TABLE>
All expenses (except Blue Sky expenses, which shall be borne by
the Selling Stockholders) in connection with the issuance and
distribution of the securities being offered will be borne by the
Company.
Item 15. Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the Massachusetts General Laws
("Section 67") provides that a corporation may indemnify its directors
and officers to the extent specified in or authorized by (i) the
articles of organization, (ii) a by-law adopted by the stockholders, or
(iii) a vote adopted by the holders of a majority of the shares of stock
entitled to vote on the election of directors. In all instances, the
extent to which a corporation provides indemnification to its directors
and officers under Section 67 is optional. In its By-laws the Company
has elected to commit to provide indemnification to its directors and
officers in specified circumstances. Generally, Section 9 of Article V
of the Company's By-laws indemnifies directors and officers of the
Company against liability and expenses arising out of legal proceedings
brought against them by reason of their status or service as directors
or officers or by reason of their agreeing to serve, at the request of
the Company, as a director or officer of, or in a similar capacity with,
another organization or in any capacity with respect to any employee
benefit plan of the Company. Under this provision, a director or
officer of the Company shall be indemnified by the Company for all
expenses, judgments and amounts paid in settlement of such proceedings,
even if he or she is not successful on the merits, if he or she acted in
good faith and in a manner he or she reasonably believed to be in the
best interests of the Company.
The Company's By-laws establish the presumption that the director
or officer has met the applicable standard of conduct required for
indemnification. The indemnification above shall be made unless the
Board of Directors or independent counsel determines that the applicable
standard of conduct has not been met. Such a determination may be made
by a majority of the directors or a committee thereof or independent
legal counsel. The Board of Directors shall authorize advancing
litigation expenses to a director or officer at his or her request upon
receipt of an undertaking by such director or officer to repay such
expenses if it is ultimately determined that he or she is not entitled
to indemnification for such expenses.
Article 6C of the Company's Articles of Organization, as amended,
eliminates the personal liability of the Company's directors to the
Company or its stockholders for monetary damages for breach of a
director's fiduciary duty, except to the extent Chapter 156B of the
Massachusetts General Laws prohibits the elimination or limitation of
such liability.
As permitted by Massachusetts law, the Company has purchased
directors' and officers' liability insurance, which insures against
certain losses arising from claims against directors or officers of the
Company by reason of certain acts including a breach of duty, neglect,
error, misstatement, misleading statement, omission or other act done or
wrongfully attempted or any of the foregoing so alleged by the claimant
or any claim against an officer or director of the Company solely by
reason of his being such officer or director.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Item 16. Exhibits.
Exhibit
No. Description
2.1 Asset Purchase Agreement dated as of January 5, 1995 by and among
Information Decisions, Incorporated, the Company, Micro Control, Inc.
and the Selling Stockholders (incorporated herein by reference to an
Exhibit to the Company's Current Report on Form 8-K filed with the
Commission on January 19, 1995 with respect to such acquisition).
5.1 Opinion of Goodwin, Procter & Hoar as to the legality of the
securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
23.2 Consent of Goodwin, Procter & Hoar (included in Exhibit 5.1
hereto).
24.1 Powers of Attorney (included on page II-4 of this registration
statement).
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(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) herein
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the undersigned 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; and
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described under Item 15 above, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Waltham,
Commonwealth of Massachusetts, on October 27, 1995.
SOFTECH, INC.
By /s/ Norman L. Rasmussen
Norman L. Rasmussen, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers
and directors of SofTech, Inc. hereby severally constitute Norman L.
Rasmussen and Joseph P. Mullaney, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to
sign for us and in our names in the capacities indicated below, the
registration statement filed herewith and any and all amendments to said
registration statement, and generally to do all such things in our names
and in our capacities as officers and directors to enable SofTech, Inc.
to comply with the provisions of the Securities Act of 1933 and all
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said registration statement and any and
all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Norman L. Rasmussen President, Chief Executive October 27, 1995
Norman L. Rasmussen Officer and Director
/s/ Joseph P. Mullaney Vice President, Treasurer October 27, 1995
Joseph P. Mullaney and Chief Financial Officer
/s/ Glenn P. Strehle Director October 27, 1995
Glenn P. Strehle
/s/ Joseph C. McNay Director October 27, 1995
Joseph C. McNay
EXHIBIT INDEX
Exhibit No. Description Page*
2.1 Asset Purchase Agreement dated as of January 5, 1995
by and among Information Decisions, Incorporated,
the Company, Micro Control, Inc. and the Selling
Stockholders (incorporated herein by reference to
an Exhibit to the Company's Current Report on
Form 8-K filed with the Commission on January 19, 1995
with respect to such acquisition).
5.1 Opinion of Goodwin, Procter & Hoar as to the
legality of the securities being registered. 14
23.1 Consent of Coopers & Lybrand L.L.P., Independent
Accountants. 17
23.2 Consent of Goodwin, Procter & Hoar (included in
Exhibit 5.1 hereto). 14
24.1 Powers of Attorney (included on page II-4 of this
registration statement). 11
* Refers to sequentially numbered copy.
October 27, 1995
SofTech, Inc.
460 Totten Pond Road
Waltham, Massachusetts 02154
Re: SofTech, Inc.
Registration on Form S-3 of 281,497 Additional
Shares of Common Stock
Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant
to the Securities Act of 1933, as amended (the "Act"), of 281,497 additional
shares (the "Shares") of common stock, par value $.10 per share (the "Common
Stock"), of SofTech, Inc. (the "Company").
We have acted as counsel to the Company in connection with the
registration of the Shares under the Act. We have examined the Articles of
Organization and the By-laws of the Company, each as amended to date; such
records of the corporate proceedings of the Company as we deemed material;
the Registration Statement on Form S-3 under the Act relating to the Shares
(the "Registration Statement"); and such other certificates, receipts,
records and documents as we considered necessary for the purposes of this
opinion.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any
jurisdictions other than the laws of the United States of America and the
Commonwealth of Massachusetts.
Based upon the foregoing, we are of the opinion that upon the issuance
and delivery of the Shares in accordance with the terms of the Registration
Statement, the Shares will be legally issued, fully paid and non-assessable
shares of the Company's Common Stock.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Act and applicable requirements of state laws
regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as part of the above-
referenced Registration Statement and to the use of our name therein.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR
GOODWIN, PROCTER & HOAR
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of our reports dated July 26, 1995, on our audits of the
consolidated financial statements and financial statement schedule of
SofTech, Inc. as of May 31, 1995 and 1994, and for the three years in the
period ended May 31, 1995.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
October 30, 1995
