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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)
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. 1995 DIRECTOR STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)
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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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Common Stock, $0.01 par value per share 300,000 Shares $ 11.375 $ 2,267,680.00 $ 669.00
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(1) The securities to be registered consist of 300,000 shares reserved
for issuance under the Micrografx, Inc. 1995 Director Stock Option 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
(i) 132,419 shares of Common Stock reserved for issuance under the Plan, but not
subject to outstanding stock options, at 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, and
(ii) the following shares of Common Stock reserved for
issuance under the Plans and subject to options already granted thereunder at
the following exercise prices:
Number of Shares
of Common Stock Exercise Price
Reserved for Issuance Per Share
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5,000 $ 11.125
4,597 $ 11.375
51,904 $ 6.938
35,000 $ 6.00
13,580 $ 4.938
20,000 $ 6.875
37,500 $ 6.25
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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 statement on Form S-8 previously filed by the
registrant with the Securities and Exchange Commission (the "Commission")
(Registration No. 333-03429), which related to the Plan.
ITEM 8. EXHIBITS.
(a) Exhibits.
The following documents are filed as a part of this
Registration Statement.
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. 1995 Director Stock Option Plan, as amended
(Exhibit 10.29)
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.
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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-2
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**** Filed as the exhibit shown in parenthesis contained in the registrant's
Form 10-K for the year ended March 31, 1994, incorporated herein by
reference.
II-3
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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 and October 8, 1998
- ---------------------------------- Director
Douglas M. Richard
/s/ DARRYL R. HALBERT Vice President, Controller and Chief October 8, 1998
- ---------------------------------- 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. 1995 Director Stock Option Plan, as amended (Exhibit
10.29)
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
</TABLE>
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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
Form 10-K for the year ended March 31, 1994, 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 300,000 additional 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 1995 Director
Stock Option 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 300,000 shares of authorized but unissued and/or treasury
shares of Common Stock from which may be issued the 300,000 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;
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[JENKENS & GILCHRIST LETTERHEAD]
Micrografx, Inc.
October 8, 1998
Page 2
(2) the Company maintains an adequate number of authorized but unissued
shares and/or treasury shares available for issuance to those persons granted
options to purchase shares of Common Stock under the Plan; and
(3) the consideration for Common Stock issued pursuant to exercise of
options granted under 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 300,000 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 Director Stock Option 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.
Director Stock Option 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
