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As filed with the Securities and Exchange Commission on February 16, 1999
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 INCENTIVE AND NONSTATUTORY 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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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share 500,000 Shares $ 8.75 $4,405,000.00 $ 1,225.00
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(1) The securities to be registered consist of 500,000 shares reserved
for issuance under the Micrografx, Inc. 1995 Incentive and Nonstatutory 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
a price per share of $8.81, 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 February 12,
1999, 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
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
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")
(Registration Nos. 33-86370 and 333-65501), 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
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 Incentive and Nonstatutory Stock
Option Plan, as amended (Exhibit 10.27)
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
Form 10-K for the year ended March 31, 1994, incorporated herein by
reference to Annual Report on Form 10-K for year ended March 31, 1994.
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 February 16, 1999:
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 February 16, 1999
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Russell Hogg
/s/ Douglas M. Richard President, Chief Executive Officer February 16, 1999
- ------------------------------------------ and Director
Douglas M. Richard
/s/ John M. Carradine Chief Financial Officer February 16, 1999
- ------------------------------------------ and Treasurer
John M. Carradine
/s/ Darryl R. Halbert Vice President, Controller and Chief February 16, 1999
- ------------------------------------------ Accounting Officer
Darryl R. Halbert
/s/ Robert Kamerschen Director February 16, 1999
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Robert Kamerschen
/s/ Seymour Merrin Director February 16, 1999
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Seymour Merrin
/s/ Eugene P. Beard Director February 16, 1999
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Eugene P. Beard
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EXHIBIT INDEX
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Sequenti
al
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 Incentive and Nonstatutory 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.
**** 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 to Annual Report on Form 10-K for year ended March 31, 1994.
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EXHIBIT 5.1
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EXHIBIT 5.1
JENKENS & GILCHRIST
A PROFESSIONAL CORPORATION
FOUNTAIN PLACE AUSTIN, TEXAS
1445 ROSS AVENUE, SUITE 3200
DALLAS, TX 75202 (512) 499-3800
(214) 855-4500 HOUSTON, TEXAS
TELECOPIER (214) 855-4300
(713) 951-3300
SAN ANTONIO, TEXAS
(210) 246-5000
WASHINGTON, D.C.
(202) 326-1500
WRITER'S DIRECT DIAL NUMBER
(214) 855-4364
February 16, 1999
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 February 16, 1999, under the Securities Act of
1933, as amended (the "Securities Act"), relating to 500,000 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 Incentive
and Nonstatutory 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
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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 500,000 shares of authorized but unissued and/or treasury
shares of Common Stock from which may be issued the 500,000 additional 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
(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 500,000 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
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Micrografx, Inc. 1995 Incentive and Nonstatutory Stock
Option Plan, as amended, 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
February 9, 1999
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EXHIBIT 23.3
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC 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.
1995 Incentive and Nonstatutory Stock Option Plan, as amended, of our reports
dated August 2, 1996 included in Micrografx Inc.'s Form 10-K for the year ended
June 30, 1998. We have not audited any financial statements subsequent to June
30, 1996 or performed any audit procedures subsequent to the date of our report.
/s/ ARTHUR ANDERSEN LLP
Dallas, Texas
February 9, 1999
