As filed with the Securities and Exchange Commission on August 13, 1998
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SOFTECH, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
Massachusetts 4695 44th Street S.E. Suite B-130 04-2453033
(State or Other Jurisdiction Grand Rapids, Michigan 49512 (I.R.S. Employer
of Incorporation or Organization) (Address of principal executive offices) Identification No.)
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SOFTECH, INC. 1994 STOCK OPTION PLAN
(Full Title of the Plan)
JOSEPH P. MULLANEY
Vice President, Treasurer, Clerk and Chief Financial Officer
SofTech, Inc.
4695 44th Street S.E. Suite B-130
Grand Rapids, Michigan 49512
(781) 890-8373
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with a copy to:
JOHN B. STEELE, ESQ
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
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Calculation of Registration Fee
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=============================================================================================================================
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered(1) Offering Price Aggregate Registration Fee
Per Share(2) Offering Price
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<S> <C> <C> <C> <C>
Common Stock, $.10 par 600,000 $ 5.25 $3,150,000 $929
value
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(1) Plus such additional number of shares as may be required pursuant to the
SofTech, Inc. 1994 Stock Option Plan in the event of a stock dividend,
reverse stock split, split-up, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h)(1) under the
Securities Act of 1933, as amended, solely for purposes of determining the
registration fee and is based upon the market value of outstanding shares
of SofTech, Inc. on August 10, 1998, utilizing the average of the high and
low sale prices reported on the Nasdaq National Market System on that date.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Pursuant to General Instruction E of Form S-8, SofTech, Inc. (the
"Registrant") hereby incorporates by reference the contents of the Registrant's
Registration Statement on Form S-8 (No. 33-90052) as previously filed with the
Securities and Exchange Commission on March 7, 1995 (the "Original Registration
Statement"). This Registration Statement is being filed to register 600,000
additional shares of the Registrant's Common Stock subject to issuance under the
Registrant's 1994 Stock Option Plan.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 8. Exhibits.
(a) The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
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Exhibit Number Exhibit
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4.1* SofTech, Inc. 1994 Stock Option Plan.
4.2 First Amendment to the SofTech, Inc. 1994 Stock Option Plan
4.3* Articles of Incorporation of the Registrant
4.4* By-Laws of the Registrant
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being
registered
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included in Part II of this registration statement)
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* Incorporated by reference to 1997 Form 10-K
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing 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 Grand Rapids, State of Michigan, on the 13th day of
August, 1998.
SOFTECH, INC.
By: /s/ Mark R. Sweetland
----------------------
Mark R. Sweetland
Chief Executive Officer
3
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POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Mark R. Sweetland, Timothy L. Weatherford
and Joseph P. Mullaney, and each of them, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution, for him or her and
in his or her name, place and stead, in any and all capacities to sign any or
all amendments or post-effective amendments to this registration statement, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Mark R. Sweetland
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Mark R. Sweetland President and Chief August 13, 1998
Executive Officer
(principal executive officer)
/s/ Joseph P. Mullaney
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Joseph P. Mullaney Vice President, Chief Financial August 13, 1998
Officer, Treasurer and Clerk
/s/ Timothy J. Weatherford
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Timothy J. Weatherford Executive Vice President August 13, 1998
and Director
/s/ Ronald A. Elenbaas
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Ronald A. Elenbaas Director August 13, 1998
/s/ William D. Johnston
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William D. Johnston Director August 13, 1998
/s/ Kenneth Ledeen
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Kenneth Ledeen Director August 13, 1998
/s/ Timothy L. Tyler
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Timothy L. Tyler Director August 13, 1998
4
<PAGE>
EXHIBIT INDEX
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Exhibit No. Description
- ----------- -----------
<S> <C>
4.1* SofTech, Inc. 1994 Stock Option Plan
4.2 First Amendment to the SofTech, Inc. 1994 Stock Option Plan
4.3* Articles of Incorporation of the Registrant
4.4* By-Laws of the Registrant
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities
being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included in Part II of this registration statement)
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* Incorporated by reference to 1997 Form 10-K
5
EXHIBIT 4.2
FIRST AMENDMENT
TO
SOFTECH, INC.
1994 STOCK OPTION PLAN
WHEREAS, the SofTech, Inc. 1994 Stock Option Plan (the "Plan") was adopted
by the Board of Directors and the stockholders of SofTech, Inc. (the "Company")
on November 2, 1994 as a performance incentive for officers, employees,
consultants and other key persons of the Company;
WHEREAS, Section 3(a) of the Plan, as amended, provides that the total
number of shares of the Company's common stock, $.10 par value per share (the
"Common Stock"), which may be issued pursuant to stock options granted under the
Plan shall not exceed an aggregate of 400,000 shares of Common Stock;
WHEREAS, the Board of Directors of the Company believes that the number of
shares of Common Stock remaining available for issuance under the Plan has
become insufficient for the Company's current and anticipated future needs;
WHEREAS, Section 5(c) of the Plan provides that Non-Employee Directors
shall receive a grant of 5,000 stock options upon initial election as a director
and grants of 1,000 options upon re-election as a director;
WHEREAS, the Board of Directors believes that the interests of the
Directors will be more closely aligned with the Company if the Non-Employee
Directors receive additional options in lieu of a director's fee;
WHEREAS, Section 10 of the Plan provides that the Board of Directors of the
Company may amend the Plan at any time, subject to certain conditions set forth
therein; and
WHEREAS, the Board of Directors of the Company has determined that it is in
the best interests of the Company to amend the Plan to provide that an
additional 600,000 shares of Common Stock be made available for issuance under
the Plan and that the Non-Employee Director's receive additional options in lieu
of a director's fee.
6
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NOW, THEREFORE:
1. Increase in Authorized Shares. Section 3(a) of the Plan is hereby
amended and restated to provide in its entirety as follows:
(a) The maximum number of shares of Stock reserved and available for
issuance under the Plan shall be 1,000,000 shares of Stock, subject to
adjustments for changes in the Company's capitalization. For purposes of
this limitation, the shares of Stock underlying any portion of any Awards
which are forfeited, canceled, reacquired by the Company, satisfied without
the issuance of Stock or otherwise terminated (other than by exercise)
shall be added back to the Shares of Stock available for issuance under the
Plan as long as the participants to whom such Awards have been previously
granted received no benefit of ownership of the underlying shares of Stock
to which such portion of the Award related. Subject to such overall
limitation, shares may be issued up to such maximum number pursuant to any
type or types of Award including Incentive Stock Options. Shares issued
under the Plan may be authorized but unissued shares or shares reacquired
by the Company.
2. Issuance to Non-Employee Directors. Section 5 (c)(i) shall be amended in
its entirety and restated as follows:
(A) Each Non-Employee Director shall also be eligible to receive a
grant of options ("Non-Employee Director Options") under this Section 5(c).
Such options shall be granted effective upon (1) the date of adoption of
this Plan by the stockholders of the Company; (2) the date of re-election
of any Non-Employee Director (including a Non-Employee Director who did not
receive a grant of Non-Employee Director Options in his or her prior term
as a result of not being a Non-Employee Director at such time) and (3) upon
the date of the approval of the First Amendment to this Plan by the
stockholders of the Company. Each Non-Employee Director Option granted
hereunder shall be a Non-Qualified Stock Option. Each Non-Employee Director
shall, upon his or her re-election as a Director, be granted Options to
purchase one thousand (1,000) shares of Stock (appropriately adjusted to
reflect any stock split, stock dividend or similar transaction). Each such
Option shall vest at a rate of two hundred (200) shares per year from the
date of grant, so as to be exercisable as to 100% of the shares covered
thereby from and after the fifth (5th) anniversary of the date of grant,
and shall expire ten (10) years from the date of grant.
(B) In addition, upon the date a Non-Employee Director is first
elected as a Director of the Corporation, such Non-Employee Director shall
be granted Options to purchase five thousand (5,000) shares of Stock
(appropriately adjusted to reflect any stock split, stock dividend or
similar transactions). Each such Option shall vest at a rate of one
thousand (1,000) shares per year from the date of grant, so as to be
exercisable as to 100% of the shares covered thereby from and after the
fifth (5th) anniversary of the date of grant, and shall expire ten (10)
years from the date of grant.
(C) In addition, upon the date of the approval of the First Amendment
of this Plan by the stockholders, each Non-Employee Director, in lieu of a
director's fee shall be granted Options to purchase ten thousand (10,000)
shares of Stock (appropriately adjusted to reflect any stock split, stock
dividend or similar transactions). Each such Option shall vest at a rate of
two thousand (2,000) shares per year from the date of grant, so as to be
exercisable as to 100% of the shares covered thereby from and after the
fifth (5th) anniversary of the date of grant, and shall expire ten
7
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(10) years from the date of grant. Furthermore, for each year that such
Non-Employee Director serves as a Non-Employee Director on the anniversary
of date of the approval of the First Amendment to this Plan, such
Non-Employee director shall also be granted Options to purchase three
thousand (3,000) shares of Stock (appropriately adjusted to reflect any
stock split, stock dividend or similar transactions). Each such Option
shall vest at a rate of six hundred (600) shares per year from the date of
grant, so as to be exercisable as to 100% of the shares covered thereby
from and after the fifth (5th) anniversary of the date of grant, and shall
expire ten (10) years from the date of grant.
IN WITNESS WHEREOF, this First Amendment to the Plan was adopted by the
Board of Directors of the Company this 26th day of February, 1997 and approved
by the Company's stockholders at the Company's 1996 Annual Meeting of
Stockholders held on April 17, 1997.
Exhibit 5.1
August 13, 1998
SofTech, Inc.
4695 44th Street S.E. Suite B-130
Grand Rapid, Michigan 49512
Re: SofTech, Inc.
Registration on Form S-8 of Additional
Securities Under 1994 Stock Option Plan
Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant to
the Securities Act of 1933, as amended (the "Act"), of 600,000 additional shares
(the "Shares") of Common Stock, par value $.10 per share (the "Common Stock"),
of SofTech, Inc. (the "Company") which may be issued pursuant to the Company's
1994 Stock Option Plan (the "Plan") following the approval of the Amendment to
the Plan (the "Amendment") by the Board of Directors and the stockholders of 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 Plan and the Amendment; 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-8 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 and the Plan, as amended, 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, Proctor & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
Exhibit 23.2
Consent of Independent Accountants
August 11, 1998
We consent to the incorporation by reference in the registration statement of
SofTech, Inc. (the "Company") on Form S-8 of our report which includes an
explanatory paragraph related to the Company's ability to continue as a going
concern, dated August 7, 1997, on our audits of the consolidated financial
statements and financial statement schedule of the Company as of May 31, 1997
and 1996 and for each of the three years in the period ended May 31, 1997, which
report is included in the Company's Annual Report on Form 10-K for the year
ended May 31, 1997.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
August 11, 1998
