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As filed with the Securities and Exchange Commission on October 9, 1998
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MICROGRAFX, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
TEXAS 75-1952080
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1303 ARAPAHO
RICHARDSON, TEXAS 75081
(Address of principal executive offices) (Zip Code)
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MICROGRAFX, INC. EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
(Full title of the plan)
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<S> <C>
R. EDWIN PEARCE, ESQ. COPY TO:
MICROGRAFX, INC. L. STEVEN LESHIN, ESQ.
1303 ARAPAHO JENKENS & GILCHRIST,
RICHARDSON, TEXAS 75081 A PROFESSIONAL CORPORATION
(214) 234-1769 1445 ROSS AVENUE, SUITE 3200
DALLAS, TEXAS 75202
(Name, address and telephone number
including area code of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3)(4) OFFERING PRICE(3)(4) Fee(4)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share 550,000 Shares $ 8.69 $ 4,779,500.00 $ 1,410.00
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(1) The securities to be registered consist of 550,000 shares
reserved for issuance under the Micrografx, Inc. Employee Stock Purchase Plan,
as amended (the "Plan").
(2) Pursuant to Rule 416, this Registration Statement is deemed to
include additional shares of Common Stock issuable under the terms of the Plan
to prevent dilution resulting from any future stock split, stock dividend or
similar transaction.
(3) Estimated solely for the purpose of calculating the
registration fee.
(4) Calculated pursuant to Rule 457(c) and (h). Accordingly, the
price per share of the Common Stock offered hereunder pursuant to the Plan is
based on a price per share of $ 8.69, which is the average of the high and low
prices reported on the National Association of Securities Dealers, Inc.
Automated Quotation System National Market System in the Common Stock as of
October 7, 1998, which is a date within five business days prior to the date
of filing the registration statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The registrant hereby incorporates by reference in this Registration
Statement its registration statements on Form S-8 previously filed by the
registrant with the Securities and Exchange Commission (the "Commission")
(Registrations No. 33-41665, 33-71010, 33-86372 and 333-03427), which related
to the Plan.
ITEM 8. EXHIBITS.
(a) Exhibits.
The following documents are filed as a part of this Registration
Statement.
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Exhibit Description of Exhibit
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3.1* Articles of Incorporation of the registrant (Exhibit 3.1)
3.2** Amendment to Articles of Incorporation of the registrant
(Exhibit 3.2)
3.3* Amended and Restated Bylaws of the registrant (Exhibit 3.3)
3.4*** Amendments to Amended and Restated Bylaws of the registrant
(Exhibit 3.4)
4.3****Micrografx, Inc. Employee Stock Purchase Plan, as amended
(Exhibit 10.26)
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in their opinion filed as Exhibit 5.1 hereto)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Arthur Andersen LLP
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* Filed as the exhibit shown in parenthesis contained in the
registrant's Registration Statement on Form S-1 (No. 33-34842) filed
with the Commission, incorporated herein by reference.
** Filed as the exhibit shown in parenthesis contained in the
registrant's Registration Statement on Form S-1 (No. 33-42195) filed
with the Commission, incorporated herein by reference.
*** Filed as the exhibit shown in parenthesis contained in the
registrant's Form 10-K for the year ended March 31, 1993, incorporated
herein by reference.
**** Filed as the exhibit shown in parenthesis contained in the
registrant's Registration Statement on Form S-1 (No. 33-42195),
incorporated herein by reference.
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*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the Securities Act ), and
the Note to Part I of Form S-8.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Richardson, Texas, on October 8, 1998:
MICROGRAFX, INC.
By: /s/ Douglas M. Richard
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Douglas M. Richard,
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Douglas M. Richard and Darryl R.
Halbert, and each of them, each with full power to act without the other, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution to this registration statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person hereby ratifying and confirming that
each of said attorneys-in-fact and agents or his substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
and on the dates indicated:
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SIGNATURE CAPACITY DATE
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/s/ Russell Hogg Chairman of the Board of Directors October 8, 1998
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Russell Hogg
/s/ Douglas M. Richard President, Chief Executive Officer October 8, 1998
--------------------------------------- and Director
Douglas M. Richard
/s/ Darryl R. Halbert Vice President, Controller and October 8, 1998
--------------------------------------- Chief Accounting Officer
Darryl R. Halbert
/s/ Robert Kamerschen Director October 8, 1998
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Robert Kamerschen
/s/ Seymour Merrin Director October 8, 1998
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Seymour Merrin
/s/ Eugene P. Beard Director October 8, 1998
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Eugene P. Beard
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EXHIBIT INDEX
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Sequential
Exhibit Page
Number Document Description Number
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3.1* Articles of Incorporation of the registrant (Exhibit 3.1)
3.2** Amendment to Articles of Incorporation of the registrant (Exhibit 3.2)
3.3* Amended and Restated Bylaws of the registrant (Exhibit 3.3)
3.4*** Amendments to Amended and Restated Bylaws of the registrant (Exhibit 3.4)
4.3**** Micrografx, Inc. Employee Stock Purchase Plan, as amended (Exhibit 10.26)
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation (included in
their opinion filed as Exhibit 5.1 hereto)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Arthur Andersen LLP
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* Filed as the exhibit shown in parenthesis contained in the
registrant's Registration Statement on Form S-1 (No. 33-34842) filed
with the Commission, incorporated herein by reference.
** Filed as the exhibit shown in parenthesis contained in the
registrant's Registration Statement on Form S-1 (No. 33-42195) filed
with the Commission, incorporated herein by reference.
*** Filed as the exhibit shown in parenthesis contained in the
registrant's Form 10-K for the year ended March 31, 1993,
incorporated herein by reference.
**** Filed as the exhibit shown in parenthesis contained in the
registrant's Registration Statement on Form S-1 (No. 33-42195),
incorporated herein by reference.
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EXHIBIT 5.1
[JENKENS & GILCHRIST LETTERHEAD]
October 8, 1998
Micrografx, Inc.
1303 Arapaho
Richardson, Texas 75081
Re: Micrografx, Inc. Registration Statement
Gentlemen:
We have acted as counsel to Micrografx, Inc., a Texas corporation (the
"Company"), in connection with the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission on or about October 8, 1998, under the Securities Act of
1933, as amended (the "Securities Act"), relating to an additional 550,000
shares (the "Shares") of the $0.01 par value common stock (the "Common Stock")
of the Company that have been or may be issued by the Company under the
Employee Stock Purchase Plan, as amended, for the Company (the "Plan").
You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering. In connection therewith, we have
examined and relied upon the original, or copies identified to our
satisfaction, of (1) the Articles of Incorporation of the Company; (2) the
Amended and Restated Bylaws of the Company, as amended; (3) minutes and records
of the corporate proceedings of the Company with respect to the establishment
of the Plan, the issuance of shares of Common Stock pursuant to the Plan and
related matters; (4) the Registration Statement and exhibits thereto, including
the Plan; and (5) such other documents and instruments as we have deemed
necessary for the expression of opinions herein contained. In making the
foregoing examinations, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this
opinion, and as to the content and form of the Articles of Incorporation, the
Amended and Restated Bylaws, as amended, minutes, records, resolutions and
other documents or writings of the Company, we have relied, to the extent we
deem reasonably appropriate, upon representations or certificates of officers
or directors of the Company and upon documents, records and instruments
furnished to us by the Company, without independent check or verification of
their accuracy.
Based upon the firm's examination, consideration of, and reliance on
the documents and other matters described above, and subject to the assumptions
noted below, this firm is of the opinion that the Company presently has
available at least 550,000 shares of authorized but unissued and/or treasury
shares of Common Stock from which may be issued the 550,000 shares of Common
Stock issued or proposed to be issued pursuant to the exercise of options
granted under the Plan. Assuming that
(1) the outstanding options are duly granted, and the options to
be granted in the future will be duly granted in accordance with the terms of
the Plan;
(2) the Company maintains an adequate number of authorized but
unissued shares and/or treasury shares available for issuance to those persons
granted shares of Common Stock under the Plan; and
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Micrografx, Inc.
October 8, 1998
Page 2
(3) the consideration for Common Stock issued pursuant to the Plan
is actually received by the Company as provided in the Plan (agreements
executed in connection with the Plan) and exceeds the par value of such shares;
then the 550,000 additional shares of Common Stock that may be issued in
accordance with the terms of the Plan will be, when and if issued, duly and
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/ L. Steven Leshin
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L. Steven Leshin, Esq.
cc: Tracy L. Reynolds, Esq.
R. Edwin Pearce, Esq.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Micrografx, Inc.
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Micrografx, Inc. 1995 Employee Stock Purchase
Plan of our report dated August 11, 1998 (except Note 14, as to which the date
is September 18, 1998), with respect to the consolidated financial statements
and schedule of Micrografx, Inc. included in the Annual Report (Form 10-K) for
the year ended June 30, 1998, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
October 6, 1998
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 for the Micrografx, Inc.
Employee Stock Purchase Plan of our reports dated August 2, 1996 included in
Micrografx, Inc.'s Form 10-K for the year ended June 30, 1998.
/s/ ARTHUR ANDERSEN LLP
Dallas, Texas
October 7, 1998
