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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 1999
REGISTRATION NO. 333-86809
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MSC.SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-2239450
(State or Other Jurisdiction (I.R.S. Employer
of Identification
Incorporation or Organization) No.)
815 COLORADO BOULEVARD
LOS ANGELES, CALIFORNIA 90041
(323) 258-9111
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
LOUIS A. GRECO
CHIEF FINANCIAL OFFICER AND SECRETARY
MSC.SOFTWARE CORPORATION
815 COLORADO BOULEVARD
LOS ANGELES, CALIFORNIA 90041
(323) 258-9111
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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WITH COPIES TO:
D. STEPHEN ANTION, ESQ.
O'Melveny & Myers LLP
1999 Avenue of the Stars
Los Angeles, California 90067
(310) 553-6700
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
from time to time after the effective date of this registration statement,
as determined by the registrant and selling holders in light of market
conditions.
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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 filed 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. / /
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Registrant is filing this post-effective amendment number one for the
purpose of amending Item 15, and no other portion of the registration
statement is affected.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a Delaware
corporation may indemnify any persons who are, or are threatened to be made,
parties to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that the person
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action,
suit or proceeding, provided the person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was illegal. A Delaware corporation may indemnify
any persons who are, or are threatened to be made, parties to any threatened,
pending or completed action or suit by or in the right of the corporation by
reason of the fact that the person was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of the action or suit, provided the person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the corporation's best
interests except that no indemnification is permitted without judicial approval
if the director or officer is adjudged to be liable to the corporation. Where a
director or officer is successful on the merits or otherwise in the defense of
any action referred to above, the corporation must indemnify him against the
expenses which he has actually and reasonably incurred.
Our Bylaws provide for the indemnification of our directors and officers to
the fullest extent permitted by Delaware law.
In that regard, our Bylaws provide that we shall indemnify any person who is
or was a party or is threatened to be made a party or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
"proceeding"), by reason of the fact that he or she, or a person of whom he or
she is the legal representative, is or was our director or officer or is or was
serving at our
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request as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, against all costs,
charges, expenses, liabilities and losses (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement and amounts expended in seeking indemnification granted to the person
under applicable law, the Bylaws or any agreement with us) reasonably incurred
or suffered by the person in connection with the proceeding. The right to
indemnification includes the right that we pay the expenses incurred in
defending any proceeding in advance of its final disposition; PROVIDED, HOWEVER,
that if the Delaware General Corporation Law so requires, the payment of the
expenses incurred by a director or officer (in his or her capacity as a director
or officer) in advance of the final disposition of a proceeding shall be made
only upon delivery to us of an undertaking, by or on behalf of the director or
officer, to repay all amounts so advanced if it shall ultimately be determined
that the director or officer is not entitled to be indemnified. We may, by
action of the Board, provide indemnification to our employees and agents with
the same scope and effect as the indemnification of directors and officers.
We have in effect insurance policies covering all of our directors and
officers in certain instances where by law we may not indemnify them.
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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 this Post-Effective Amendment to 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 Los Angeles, State
of California, on October 18, 1999.
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MSC.SOFTWARE CORPORATION
By: /s/ LOUIS A. GRECO
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Louis A. Greco
CHIEF FINANCIAL OFFICER AND SECRETARY
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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*
- ------------------------------ Chairman of the Board and October 18, 1999
Frank Perna, Jr. Chief Executive Officer
/s/ LOUIS A. GRECO Chief Financial Officer
- ------------------------------ (Principal Financial and October 18, 1999
Louis A. Greco Accounting Officer)
*
- ------------------------------ Director October 18, 1999
Larry S. Barels
*
- ------------------------------ Director October 18, 1999
Donald Glickman
*
- ------------------------------ Director October 18, 1999
William F. Grun
*
- ------------------------------ Director October 18, 1999
George N. Riordan
</TABLE>
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*By: /s/ LOUIS A. GRECO
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Louis A. Greco
ATTORNEY-IN-FACT
</TABLE>
