As filed with the Securities and Exchange Commission on August 13, 1998
Registration Statement No. 333-
================================================================================
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)
<TABLE>
<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.)
</TABLE>
SOFTECH, INC. EMPLOYEE STOCK PURCHASE 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
----------
Calculation of Registration Fee
<TABLE>
<CAPTION>
===============================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of Registration
Registered Registered(1) Offering Price Aggregate Fee
Per Share(2) Offering Price
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par 150,000 $ 5.25 $787,500 $232
value
===============================================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
SofTech, Inc. Employee Stock Purchase 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.'s Common Stock on August 10, 1998, utilizing the average
of the high and low sale prices reported on the Nasdaq National Market
System on that date.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
SofTech, Inc. (the "Registrant") hereby incorporates by reference the
documents listed in (a) through (e) below, which have previously been filed with
the Securities and Exchange Commission.
(a) The Registrant's Annual Report on Form 10-K filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), for the fiscal
year ended May 31, 1997;
(b) The Registrant's Report on Form 10-K/A for the fiscal year ended May
31, 1997;
(c) All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Exchange Act since May 31, 1997;
(d) The description of the Registrant's Common Stock contained in its
registration statement filed with the Securities and Exchange
Commission under Section 12 of the Exchange Act, and any amendments or
reports filed for the purpose of updating such description; and
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Registrant pursuant to Sections 13(a) and 13(c),
Section 14 and Section 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.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
2
<PAGE>
Item 6. 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 7. Exemption from Registration Claimed.
Not applicable.
3
<PAGE>
Item 8. Exhibits.
(a) The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<S> <C>
4.1 SofTech, Inc. Employee Stock Purchase Plan
4.2* Articles of Incorporation of the Registrant
4.3* 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)
</TABLE>
- ----------
*Incorporated by reference from 1997 Form 10-K
Item 9. 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 of 1933;
(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 notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in
"Calculation of Registration Fee" table in the effective 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
4
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 undersigned 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 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.
(h) 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 foregoing provisions, 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
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 Act and will
be governed by the final adjudication of such issue.
5
<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
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Mark. R. Sweetland, Timothy J.
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 President and Chief August 13, 1998
- -------------------------- Executive Officer
Mark R. Sweetland (principal executive officer)
/s/ Joseph P. Mullaney Vice President, Chief Financial August 13, 1998
- -------------------------- Officer, Treasurer and Clerk
Joseph P. Mullaney (principal financial and
accounting officer)
/s/ Timothy J. Weatherford Executive Vice President August 13, 1998
- -------------------------- and Director
Timothy J. Weatherford
/s/ Ronald A. Elenbaas Director August 13, 1998
- --------------------------
Ronald A. Elenbaas
/s/ William D. Johnston Director August 13, 1998
- --------------------------
William D. Johnston
/s/ Kenneth Ledeen Director August 13, 1998
- --------------------------
Kenneth Ledeen
/s/ Timothy L. Tyler Director August 13, 1998
- --------------------------
Timothy L. Tyler
6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 SofTech, Inc. Employee Stock Purchase Plan
4.2* Articles of Incorporation of Registrant
4.3* By-Laws of 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)
================================================================================
* Incorporated by reference to 1997 Form 10-K.
7
Exhibit 4.1
EMPLOYEE STOCK PURCHASE PLAN
The purpose of the SofTech, Inc. Employee Stock Purchase Plan ("the Plan")
is to provide eligible employees of SofTech (the "Company") and certain of its
subsidiaries with opportunities to purchase shares of the Company's common
stock, par value $.10 per share (the "Common Stock"). One hundred and fifty
thousand (150,000) shares of Common Stock in the aggregate have been approved
and reserved for this purpose. The Plan is intended to constitute an "employee
stock purchase plan" within the meaning of Section 423(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), and shall be interpreted in
accordance with that intent.
1. Administration. The Plan will be administered by the person or persons
(the "Administrator") appointed by the Company's Board of Directors (the
"Board") for such purpose. The Administrator has authority to make rules and
regulations for the administration of the Plan, and its interpretations and
decisions with regard thereto shall be final and conclusive. No member of the
Board or individual exercising administrative authority with respect to the Plan
shall be liable for any action or determination made in good faith with respect
to the Plan or any option granted hereunder.
2. Offerings. The Company will make one or more offerings to eligible
employees to purchase Common Stock under the Plan ("Offerings"). Unless
otherwise determined by the Administrator, the initial Offering will begin on
August 1, 1998 and will end on the following December 31 (the "Initial
Offering"). Thereafter, unless otherwise determined by the Administrator, an
Offering will begin on the first business day occurring on or after each January
1 and July 1 and will end on the last business day occurring on or before the
following June 30 and December 30, respectively. The Administrator may, in its
discretion, designate a different period for any Offering, provided that no
Offering shall exceed six months in duration or overlap any other Offering.
3. Eligibility. All employees of the Company (including employees who are
also directors of the Company) and all employees of each Designated Subsidiary
(as defined in Section 11) are eligible to participate in any one or more of the
Offerings under the Plan, provided that as of the first day of the applicable
Offering (the "Offering Date") they are customarily employed by the Company or a
Designated Subsidiary for more than twenty (20) hours a week and have completed
at least three (3) months of employment.
4. Participation. An employee eligible on any Offering Date may participate
in such Offering by submitting an enrollment form to his appropriate payroll
location at least fifteen (15) business days before the Offering Date (or by
such other deadline as shall be established for the Offering). The form will (a)
state a whole percentage to be deducted from his Compensation (as defined in
Section 11) per pay period, (b) authorize the purchase of Common Stock for him
in each Offering in accordance with the terms of the Plan and (c) specify the
exact name or names in which shares of Common Stock purchased for him are to be
issued pursuant to Section 10. An employee who does not enroll in accordance
with these procedures will be deemed to have waived his right to participate.
Unless an employee files a new enrollment form or withdraws from the Plan, his
deductions and purchases will continue at the same percentage of Compensation
for future Offerings, provided he remains eligible. Notwithstanding the
foregoing, participation in the Plan will neither be permitted nor be denied
contrary to the requirements of the Code.
8
<PAGE>
5. Employee Contributions. Each eligible employee may authorize payroll
deductions at a minimum of one percent (1%) up to a maximum of ten percent (10%)
of his Compensation for each pay period. The Company will maintain book accounts
showing the amount of payroll deductions made by each participating employee for
each Offering. No interest will accrue or be paid on payroll deductions.
6. Deduction Changes. Except as may be determined by the Administrator in
advance of an Offering, an employee may not increase or decrease his payroll
deduction during any Offering, but may increase or decrease his payroll
deduction with respect to the next Offering (subject to the limitations of
Section 5) by filing a new enrollment form at least fifteen (15) business days
before the next Offering Date (or by such other deadline as shall be established
for the Offering). The Administrator may, in advance of any Offering, establish
rules permitting an employee to increase, decrease or terminate his payroll
deduction during an Offering.
7. Withdrawal. An employee may withdraw from participation in the Plan by
delivering a written notice of withdrawal to his appropriate payroll location.
The employee's withdrawal will be effective as of the next business day.
Following an employee's withdrawal, the Company will promptly refund to him his
entire account balance under the Plan (after payment for any Common Stock
purchased before the effective date of withdrawal). Partial withdrawals are not
permitted. The employee may not begin participation again during the remainder
of the Offering, but may enroll in a subsequent Offering in accordance with
Section 4.
8. Grant of Options. On each Offering Date, the Company will grant to each
eligible employee who is then a participant in the Plan an option ("Option") to
purchase on the last day of such Offering (the "Exercise Date"), at the Option
Price hereinafter provided for, a maximum of 5,000 shares of Common Stock
reserved for the purposes of the Plan, or such other maximum number of shares as
shall have been established by the Administrator in advance of the Offering. The
purchase price for each share purchased under such Option (the "Option Price")
will be 85% of the Fair Market Value of the Common Stock on the Offering Date or
the Exercise Date, whichever is less.
Notwithstanding the foregoing, no employee may be granted an option
hereunder if such employee, immediately after the option was granted, would be
treated as owning stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any
Parent or Subsidiary (as defined in Section 11). For purposes of the preceding
sentence, the attribution rules of Section 424(d) of the Code shall apply in
determining the stock ownership of an employee, and all stock which the employee
has a contractual right to purchase shall be treated as stock owned by the
employee. In addition, no employee may be granted an Option which permits his
rights to purchase stock under the Plan, and any other employee stock purchase
plan of the Company and its Parents and Subsidiaries, to accrue at a rate which
exceeds $25,000 of the fair market value of such stock (determined on the option
grant date or dates) for each calendar year in which the Option is outstanding
at any time. The purpose of the limitation in the preceding sentence is to
comply with Section 423(b)(8) of the Code.
9. Exercise of Option and Purchase of Shares. Each employee who continues
to be a participant in the Plan on the Exercise Date shall be deemed to have
exercised his Option on such date and shall acquire from the Company such number
of whole shares of Common Stock reserved for the purpose of the Plan as his
accumulated payroll deductions on such date will purchase at the Option Price,
subject to any other limitations contained in the Plan. Any amount remaining in
an employee's account at the end of an Offering solely by reason of the
inability to purchase a fractional share will be carried forward to the next
Offering; any other balance remaining in an employee's account at the end of an
Offering will be refunded to the employee promptly.
9
<PAGE>
10. Issuance of Certificates. Certificates representing shares of Common
Stock purchased under the Plan may be issued only in the name of the employee,
in the name of the employee and another person of legal age as joint tenants
with rights of survivorship, or in the name of a broker authorized by the
employee to be his, or their, nominee for such purpose.
11. Definitions.
The term "Compensation" means the amount of total cash compensation, prior
to salary reduction pursuant to either Section 125 or 401(k) of the Code,
including base pay, overtime, commissions, and incentive or bonus awards, but
excluding allowances and reimbursements for expenses such as relocation
allowances or travel expenses, income or gains on the exercise of Company stock
options, and similar items.
The term "Designated Subsidiary" means any present or future Subsidiary (as
defined below) that has been designated by the Board to participate in the Plan.
The Board may so designate any Subsidiary, or revoke any such designation, at
any time and from time to time, either before or after the Plan is approved by
the stockholders.
The term "Fair Market Value of the Common Stock" means (i) if the Common
Stock is admitted to trading on a national securities exchange or the Nasdaq
National Market, the closing price reported for the Common Stock on such
exchange or system for such date or, if no sales were reported for such date,
for the next preceding date for which a sale was reported, or (ii) if clause (i)
does not apply but the Common Stock is admitted to quotation on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), the
average of the highest bid and lowest asked prices reported for the Common Stock
on NASDAQ for such date or, if no bid and asked prices were reported for such
date, for the next preceding date for which such prices were reported.
The term "Parent" means a "parent corporation" with respect to the Company,
as defined in Section 424(e) of the Code.
The term "Subsidiary" means a "subsidiary corporation" with respect to the
Company, as defined in Section 424(f) of the Code.
12. Rights on Termination of Employment. If a participating employee's
employment terminates for any reason before the Exercise Date for any Offering,
no payroll deduction will be taken from any pay due and owing to the employee
and the balance in his account will be paid to him or, in the case of his death,
to his designated beneficiary as if he had withdrawn from the Plan under Section
7. An employee will be deemed to have terminated employment, for this purpose,
if the corporation that employs him, having been a Designated Subsidiary, ceases
to be a Subsidiary, or if the employee is transferred to any corporation other
than the Company or a Designated Subsidiary.
13. Special Rules. Notwithstanding anything herein to the contrary, the
Administrator may adopt special rules applicable to the employees of a
particular Designated Subsidiary, whenever the Administrator determines that
such rules are necessary or appropriate for the implementation of the Plan in a
jurisdiction where such Designated Subsidiary has employees; provided that such
rules are consistent with the requirements of Section 423(b) of the Code. Such
special rules may include (by way of example, but not by way of limitation) the
establishment of a method for employees of a given Designated Subsidiary to fund
the purchase of shares other than by payroll deduction, if the payroll deduction
method is prohibited by
10
<PAGE>
local law or is otherwise impracticable. Any special rules established pursuant
to this Section 13 shall, to the extent possible, result in the employees
subject to such rules having substantially the same rights as other participants
in the Plan.
14. Optionees Not Stockholders. Neither the granting of an Option to an
employee nor the deductions from his pay shall constitute such employee a holder
of the shares of Common Stock covered by an Option under the Plan until such
shares have been purchased by and issued to him.
15. Rights Not Transferable. Rights under the Plan are not transferable by
a participating employee other than by will or the laws of descent and
distribution, and are exercisable during the employee's lifetime only by the
employee.
16. Application of Funds. All funds received or held by the Company under
the Plan may be combined with other corporate funds and may be used for any
corporate purpose.
17. Adjustment in Case of Changes Affecting Common Stock. In the event of a
subdivision of outstanding shares of Common Stock, or the payment of a dividend
in Common Stock, the number of shares approved for the Plan, and the share
limitation set forth in Section 8, shall be increased proportionately, and such
other adjustment shall be made as may be deemed equitable by the Administrator.
In the event of any other change affecting the Common Stock, such adjustment
shall be made as may be deemed equitable by the Administrator to give proper
effect to such event.
18. Amendment of the Plan. The Board may at any time, and from time to
time, amend the Plan in any respect, except that without the approval, within
twelve (12) months of such Board action, by the holders of a majority of the
shares of stock of the Company present or represented and entitled to vote at a
meeting of stockholders, no amendment shall be made increasing the number of
shares approved for the Plan or making any other change that would require
stockholder approval in order for the Plan, as amended, to qualify as an
"employee stock purchase plan" under Section 423(b) of the Code.
19. Insufficient Shares. If the total number of shares of Common Stock that
would otherwise be purchased on any Exercise Date plus the number of shares
purchased under previous Offerings under the Plan exceeds the maximum number of
shares issuable under the Plan, the shares then available shall be apportioned
among participants in proportion to the amount of payroll deductions accumulated
on behalf of each participant that would otherwise be used to purchase Common
Stock on such Exercise Date.
20. Termination of the Plan. The Plan may be terminated at any time by the
Board. Upon termination of the Plan, all amounts in the accounts of
participating employees shall be promptly refunded.
21. Governmental Regulations. The Company's obligation to sell and deliver
Common Stock under the Plan is subject to obtaining all governmental approvals
required in connection with the authorization, issuance, or sale of such stock.
The Plan shall be governed by Massachusetts law except to the extent that
such law is preempted by federal law.
22. Issuance of Shares. Shares may be issued upon exercise of an Option
from authorized but unissued Common Stock, from shares held in the treasury of
the Company, or from any other proper source.
11
<PAGE>
23. Tax Withholding. Participation in the Plan is subject to any required
tax withholding on income of the participant in connection with the Plan. Each
employee agrees, by entering the Plan, that the Company and its Subsidiaries
shall have the right to deduct any such taxes from any payment of any kind
otherwise due to the employee, including shares issuable under the Plan.
24. Notification Upon Sale of Shares. Each employee agrees, by entering the
Plan, to give the Company prompt notice of any disposition of shares purchased
under the Plan where such disposition occurs within two years after the date of
grant of the Option pursuant to which such shares were purchased.
25. Effective Date and Approval of Shareholders. The Plan shall take effect
on the later of the date it is adopted by the Board and the date it is approved
by the holders of a majority of the shares of stock of the Company present or
represented and entitled to vote at a meeting of stockholders, which approval
must occur within twelve (12) months of the adoption of the Plan by the Board.
12
Exhibit 5.1
August 13, 1998
SofTech, Inc.
4695 44th Street S.E., Suite B-130 Grand Rapids, Michigan 49512
Re: SofTech, Inc.
Registration on Form S-8 of Additional
Securities Under SofTech, Inc. Employee Stock Purchase 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 150,000 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
Employee Stock Purchase Plan (the "Plan").
We have acted as counsel to the Company in connection with the registration
of the Shares under the Act. We have examined the Plan; 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, 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 LLP
GOODWIN, PROCTER & HOAR LLP
Exhibit 23.2
Consent of Independent Accountants
We consent to the incorporation by reference in this 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
