As filed with the Securities and Exchange Commission on June 8, 2000
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
MSC.Software Corporation
(Exact name of registrant as specified in its charter)
___________________
Delaware 95-2239450
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
815 Colorado Boulevard, Los Angeles, California 90041-1777
(Address of principal executive offices)
MSC.Software Corporation 1998 Stock Option Plan
MSC.Software Corporation 2000 Executive Cash or Stock Bonus Plan
MSC.Software Corporation Executive Bonus Plan
(Full title of the plan)
______________
Louis A. Greco
815 Colorado Boulevard
Los Angeles, California 90041-1777
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service:
(323) 258-9111
___________________
CALCULATION OF REGISTRATION FEE
________________________________________________________________
<TABLE>
<S> <C> <C> <C> <C>
Maximum Maximum
Title of Amount offering aggregate Amount of
Securities to be price offering registration
to be registered registered per unit price fee
----------------------------------------------------------------------------
1998 STOCK OPTION 1,000,000(1)(2) $9.5625(3) $9,562,500(3) $2,525(3)
Plan: shares
Common Stock,
$0.01 per share
2000 EXECUTIVE
CASH OR STOCK
BONUS PLAN:
Common Stock,
$.01 par value 300,000(1)(2) $9.5625(3) $2,868,750(3) $758(3)
shares
EXECUTIVE BONUS PLAN:
Common Stock,
$.01 par value 32,062(1)(2) $9.5625(3) $306,593(3) $81(3)
shares
----------------------------------------------------------------------------
TOTAL: $12,737,843 $3,364
______________
(1) This Registration Statement covers, in addition
to the number of shares of Common Stock stated above and,
pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), an indeterminate number of
shares interests in the MSC.Software Corporation 1998 Stock
Option Plan, the MSC. Software 2000 Executive Cash or Stock
Bonus Plan and the MSC.Software Corporation Executive Bonus Plan
(collectively, the "Plans") which by reason of certain events
specified in the Plans may become subject to the Plans.
(2) Each share is accompanied by a preferred share
purchase right pursuant to the registrant's Rights Agreement
dated October 5, 1998, with ChaseMellon Shareholder Services,
L.L.C. as rights agent.
(3) Pursuant to Rule 457(h))of the Securities Act ,
the maximum offering price, per share and in the aggregate, and
the registration fee were calculated based upon the average of
the high and low prices of the Common Stock on June 6, 2000 as
reported on the New York Stock Exchange and published in the
Western Edition of the Wall Street Journal.
The Exhibit Index for this Registration Statement is
at page 8.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Securities
Act Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Securities Act Rule 424.
These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3
of Form S-8 (Part II hereof), taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of MSC.Software Corporation
(the "Company") filed with the Commission are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2000; and
(c) The description of the Company's Common Stock
contained in its Registration Statement on Form 8-A filed
with the Commission on May 22, 1996 and the description of
the Company's share purchase rights contained in its
Registration Statement on Form 8-A12B filed with the
Commission on October 13, 1998, and any amendment or report
filed for the purpose of updating such descriptions.
All reports and definitive proxy or information statements filed
by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated
or deemed to be 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
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers
Delaware law provides for the indemnification of
officers and directors in terms sufficiently broad to include
indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under
the Securities Act. Pursuant to Section 145 of the Delaware
General Corporation Law, a corporation may indemnify an officer
or director if that person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to criminal
actions or proceedings, had no reason to believe the conduct was
unlawful.
The Company has adopted provisions in its Bylaws which
limit the liability of its directors and officers to the fullest
extent permitted by Delaware law. The Company will indemnify
its directors and officers for claims against them arising out
of their duties as directors or officers of the Company. Such
indemnification includes any attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement
and amounts expended in seeking indemnification granted for such
person under applicable law, the Bylaws or any agreement with
the Company reasonably incurred by a director or officer,
provided such director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best
interests of the Company. The Company may also advance expenses
(including attorneys' fees) to its directors and officers
relating to such claims. The Company has purchased and
maintains insurance covering any liabilities asserted against
and incurred by its directors and officers acting in such
capacities, whether or not the Company would have the power or
obligation to indemnify such directors or officers under its
Bylaws.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
See the attached Exhibit Index at page 8.
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;
(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
<PAGE>
(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) 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 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 undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
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 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities 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 Securities Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act,
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 Los Angeles, State of California, on this 8th day
of June, 2000.
MSC.SOFTWARE CORPORATION
By: /s/ Louis A. Greco
-----------------------------
Louis A. Greco
Chief Financial Officer and
Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Frank Perna, Jr. and Louis A. Greco, and both of
them, his true and lawful attorney-in-fact and agent, with full
powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with
the Commission, granting unto said attorneys-in-fact and agents,
both acting alone, 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 might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, both
acting alone, or his substitute or substitutes, 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 dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
/s/ Frank Perna, Jr. Chairman and Chief June 8th, 2000
-------------------- Executive Officer
Frank Perna, Jr. (Principal Executive Officer)
/s/ Louis A. Greco Chief Financial Officer and June 8th, 2000
-------------------- Secretary (Principal Financial
Louis A. Greco and Accounting Officer)
<PAGE>
/s/ Larry S. Barels Director June 8th, 2000
--------------------
Larry S. Barels
/s/ Donald Glickman Director June 8th, 2000
--------------------
Donald Glickman
/s/ William F. Grun Director June 8th, 2000
--------------------
William F. Grun
/s/ George N. Riordan Director June 8th, 2000
--------------------
George N. Riordan
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4.1 MSC.Software Corporation 1998 Stock Option Plan.(1)
4.2 MSC.Software Corporation 2000 Executive Cash or Stock
Bonus Plan.(2)
4.3 MSC.Software Corporation Executive Bonus Plan.
5 Opinion of O'Melveny & Myers LLP (opinion re:
legality).
23.1 Consent of Ernst & Young LLP (Independent Auditors).
23.2 Consent of Counsel (included in Exhibit 5).
---------------
(1) Previously filed and incorporated by reference from the Company's
Definitive Proxy Statement on Schedule 14A filed with the Commission
on March 30, 2000 (File No. 001-08722).
(2) Previously filed and incorporated by reference from the Company's
Definitive Proxy Statement on Schedule 14A filed with the Commission
on March 30, 2000 (File No. 001-08722).
<PAGE>
