<PAGE>
THE REGISTRANT REQUESTS THAT THIS REGISTRATION STATEMENT BECOME EFFECTIVE
IMMEDIATELY UPON FILING PURSUANT TO SECURITIES ACT RULE 462.
As filed with the Securities and Exchange Commission on August 9, 1996.
Registration No. 333-09381
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
CIMETRIX INCORPORATED
(Exact name of registrant as specified in its charter)
NEVADA 87-0439107
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2222 SOUTH 950 EAST
PROVO, UTAH 84606
(801) 344-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
--------------
KITT FINLINSON
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
CIMETRIX INCORPORATED
2222 SOUTH 950 EAST
PROVO, UTAH 84606
(801) 344-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------
Copies To:
A. ROBERT THORUP
RAY, QUINNEY & NEBEKER
7TH FLOOR
79 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84111
(801) 532-1500
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================
TITLE OF EACH
CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE FEE
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($0.0001 par
value) 150,000 shares(2) 6.00(1) $900,000 $ (paid)
=====================================================================================
</TABLE>
(1) Share Price determined according to Rule 457(c) as of close of business
on July 25, 1996.
THIS POST EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT CONSISTS
OF 17 CONSECUTIVELY NUMBERED PAGES.
THE EXHIBIT INDEX IS ON CONSECUTIVELY NUMBERED PAGE 16.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
BECAUSE "CONTROL SECURITIES" ARE INVOLVED, A REOFFER PROSPECTUS COMPLYING
WITH GENERAL INSTRUCTION C TO FORM S-8 IS MADE PART OF THIS REGISTRATION
STATEMENT PURSUANT TO GENERAL INSTRUCTION C.
THE FORM AND TEXT OF THE REOFFER PROSPECTUS FOLLOWS:
-2-
<PAGE>
PROSPECTUS
CIMETRIX INCORPORATED
150,000 Shares of Common Stock
$0.0001 Par Value
________________________________________
This Prospectus relates to up to 150,000 shares of common stock (the
"Shares") of Cimetrix Incorporated (the "Company") which may be offered from
time to time by the selling shareholders named herein (the "Selling
Shareholders"). The Company will not receive any of the proceeds from the sale
of the Shares. The Company will bear the costs relating to the registration of
the Shares, estimated to be approximately $5000.00.
The Shares may be offered for sale by the Selling Shareholders named
herein, or by their pledgees, donees, transferees or other successors in
interest, to or through underwriters or directly to other purchasers or
through agents in one or more transactions through the National Association
of Securities Dealers Automated Quotation System (the "NASDAQ"), in the
over-the-counter market, in one or more private transactions, or in a
combination of such methods of sale, at prices and on terms then prevailing,
at prices related to such prices, or at negotiated prices. The Selling
Shareholders may pledge all or a portion of the Shares owned by them as
collateral in loan transactions. Upon default by the Selling Shareholders,
the pledgee in such loan transaction would have the same rights of sale as
the Selling Shareholders under this Prospectus. The Selling Shareholders
may also transfer Shares owned by them by gift and upon any such transfer
the donee would have the same rights of sale as such Selling Shareholders
under this Prospectus. The Selling Shareholders and any brokers and dealers
through whom sales of the Shares are made may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended, and the
commissions or discounts and other compensation paid to such persons may be
regarded as underwriters' compensation. (SEE "Plan of Distribution.")
The Shares are traded Over the Counter through the NASDAQ Bulletin Board.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
________________________________________
THE DATE OF THIS PROSPECTUS IS AUGUST 12, 1996
All of the securities offered hereby are to be offered for the account of
existing security holders.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and in
accordance therewith file periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Copies of such reports, proxy statements and other information can be
obtained, upon payment of prescribed fees, at the Public Reference Room of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Such
reports, proxy statements and other information can also be inspected at the
Commission's facilities referred to above and at the Commission's Regional
Offices at Suite 1400, 500 West Madison Street, Chicago, Illinois 60621-2511,
and Room 1228, 75 Park Place, New York, New York 10007. In addition, the
Company's Common Stock is included for quotation on the National Association
of Securities Dealers Automated Quotation System ("NASDAQ"), and such reports,
proxy statements and other information concerning FSC should be available for
inspection and copying at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-8 (together with any amendments thereto, the "Registration Statement")
under the Securities Act of 1933, as amended ("Securities Act"), with respect
to the Company's Common Stock offered hereby. This Prospectus does not
contain all the information set forth in the Registration Statement and the
exhibits thereto, certain portions of which have been omitted as permitted by
the rules and regulations of the Commission. For further information,
reference is made to the Registration Statement, including the exhibits
thereto.
Statements contained in this Prospectus or in any documents incorporated
in this Prospectus by reference as to the contents of any contract or other
document referred to herein or therein are not necessarily complete, and in
each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement or such other
document, each such statement being qualified in all respects by such
reference. The Registration Statement may be inspected by anyone without
charge at the principal office of the Commission in Washington, D.C., and
copies of all or any part of it may be obtained from the Commission upon
payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents filed
with the Commission by the Company (File No. 0-16454):
(1) Registrant's Form 10-KSB for the year ended December 31, 1995; and
(2) Registrant's Form 10-Q for the quarter ended March 31, 1996.
-2-
<PAGE>
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus are incorporated herein by reference, and such documents
shall be deemed to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF ANY SUCH DOCUMENTS, OTHER
THAN EXHIBITS TO SUCH DOCUMENTS, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON
TO WHOM THIS PROSPECTUS IS DELIVERED UPON WRITTEN OR ORAL REQUEST DIRECTED TO
CIMETRIX INCORPORATED, ATTENTION: KITT R. FINLINSON, VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER, 2222 SOUTH 950 EAST, PROVO, UTAH 84606; TELEPHONE NUMBER
(801) 344-7000.
No agent or officer of the Company, nor any other person, has been
authorized to give any information or to make any representations other than
as contained herein; and, if given or made, such information or
representations should not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale or exchange
made hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs or operations of the Company since
the date of this Prospectus, or that the information herein is correct as of
any time subsequent to such date.
-3-
<PAGE>
THE COMPANY
Cimetrix Incorporated (the "Company") is a Nevada corporation primarily
engaged in the development, production, and sale of computer software and
hardware for manufacturing automation. Currently, the Company is marketing a
number of products aimed at current users of industrial automated devices
seeking alternative methods to lower the cost of automation and improve
production efficiency.
In October 1989, the Company commenced the business of developing and
marketing software products that control the motion of automated
manufacturing devices by entering into an exclusive license agreement with
Brigham Young University. The agreement granted the Company the rights to
develop and market robot inaccuracy compensation techniques developed in
conjunction with an off-line programming system (known as ROBLINE) and an
inaccuracy calibration technique (known as ROBCAL). ROBLINE and ROBCAL,
together with other technology developed by the Company, have enabled the
Company to develop the Cimetrix Open Development Environment ("CODE") which
includes "open architecture," standards-based, operating systems software and
controller hardware that allow manufacturing engineers to replace cumbersome
proprietary systems with open systems when designing automated device
workcells. The Company's products are designed to allow the customer to
select "best of class" automation components and to help reduce the costs and
time involved in designing, implementing and maintaining automation systems.
The "open architecture" controller is designed to introduce more flexibility
into the design process as it is intended to be compatible with most
industrial automated equipment, i.e. different equipment from different
vendors, performing different functions, can now be controlled by the same
operator. Also, the registrant's software is developed to use the popular
UNIX and Windows NT operating systems.
SELLING SHAREHOLDERS
The 150,000 Shares of the Company's Common Stock offered by means of this
Prospectus are owned by the directors of the Company listed below. All of
the shares offered hereby were acquired by the listed persons under written
employee benefit plan contracts, as defined in Rule 405 of the Securities and
Exchange Commission, in 1995, and the Shares are being registered by the
Company for resale by the Selling Shareholders.
The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Securities Act"), of which this Prospectus forms a part, with respect to the
resale of the Shares. The Shares may be resold in transactions on the
NASDAQ, in other public securities markets or in private transactions or
other transactions exempt from registration under the Securities Act. (SEE
"Plan of Distribution.")
-4-
<PAGE>
SHARES OWNED SHARES SHARES OWNED
PRIOR TO OFFERED AFTER
SELLING SHAREHOLDERS THIS OFFERING HEREBY OFFERING
- -------------------- ------------- ------ --------
Douglas Davidson 105,000* 50,000 55,000
c/o CDS
12130 Pennsylvania St.
Denver, CO 80234
Samuel Shoen 100,000** 50,000 50,000
1253 Umatilla Street
Port Townsend, WA 98368
Mark Filippell 100,000*** 50,000 100,000
c/o McDonald & Company
800 Superior Ave. #2100
Cleveland, OH 44114
TOTAL SHARES 305,000 150,000 155,000
*Includes 100,000 shares covered by a director's stock option agreement and
5000 shares held otherwise.
**Includes 50,000 shares covered by a director's stock option agreement and
another 50,000 shares covered by a warrant.
***Includes 50,000 shares covered by a director's stock option agreement
and another 50,000 shares covered by a warrant.
The Selling Shareholders are all directors of the Company as of the date
hereof.
The information set forth above excludes shares of the Company's Common
Stock held by affiliates of the Selling Shareholders in their own right or by
the Selling Shareholders or their affiliates in trust accounts, custody
accounts or in other similar capacities. All of the shares listed in the
preceding table are offered hereby.
PLAN OF DISTRIBUTION
Any distribution of the Shares by the Selling Shareholders, or by
pledgees, donees, transferees or other successors in interest, may be
effected in one or more of the following transactions: (a) to underwriters
who will acquire the Shares for their own account and resell them in one or
more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale (any
public offering price and any discount or concessions allowed or reallowed or
paid to dealers may be changed from time to time); (b) through brokers,
acting as principal or agent, in transactions (which may involve block
transactions) on the NASDAQ, in special offerings, or otherwise, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices; or (c) directly or
through brokers or agents in private sales at negotiated prices, or by any
other legally available means.
The Selling Shareholders and any such underwriters, brokers, dealers or
agents, upon effecting the sale of the Shares, may be deemed "underwriters"
as that term is defined by the Securities Act.
-5-
<PAGE>
Underwriters participating in any offering made pursuant to this
Prospectus (as amended or supplemented from time to time) may receive
underwriting discounts and commissions, and discounts or concessions may be
allowed or reallowed or paid to dealers, and brokers or agents participating
in such transactions may receive brokerage or agent's commissions or fees.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states
the Shares may not be sold unless the Shares have been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and complied with.
All costs, expenses and fees in connection with the registration of the
Shares will be borne by the Company. Commissions and discounts, if any,
attributable to the sale of the Shares will be borne by the Selling
Shareholders. The Selling Shareholders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of
the Shares against certain liabilities, including liabilities arising under
the Securities Act. The Company and the Selling Shareholders have agreed to
indemnify each other and certain other persons against certain liabilities in
connection with the offering of the Shares, including liabilities arising
under the Securities Act.
The Company has agreed to maintain the effectiveness and material
currency of this Prospectus for a period of 120 days from the date hereof.
Thereafter any of the Shares not previously sold will be deregistered and may
not be offered or sold by means of this Prospectus.
EXPERTS
The financial statements of the Company as of December 31, 1995, 1994 and
1993 and for the years then ended have been incorporated in this Prospectus
by reference from the Company's Annual Report on Form 10-KSB in reliance on
the report of Pritchett, Siler & Hardy, independent certified public
accountants, which is incorporated by reference, and upon the authority of
said firm as experts in accounting and auditing.
LEGAL MATTERS
The legality of the Company's Common Stock offered hereby and certain
other matters with respect to this offering have been passed upon for the
Company by Ray, Quinney & Nebeker P.C. As of June 30, 1996, attorneys at
Ray, Quinney & Nebeker, as a group, were beneficial owners of an
insignificant number of the total outstanding shares of Common Stock of the
Company.
-6-
<PAGE>
===============================================================
TABLE OF CONTENTS
PAGE
----
Available Information. . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . . . . . . . . . 3
Selling Shareholders . . . . . . . . . . . . . . . . . . . 4
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . 6
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . 6
===============================================================
===============================================================
150,000 Shares
CIMETRIX INCORPORATED
Common Stock
-------------
PROSPECTUS
August 12, 1996
===============================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in the Registration
Statement:
(1) Registrant's Form 10-KSB dated as of December 31, 1995; and
(2) Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of
such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Counsel for Registrant, Ray Quinney & Nebeker PC, has rendered an opinion
to the effect that the shares of Registrant's common stock covered by the
Registration Statement will be duly and validly issued, fully paid and
non-assessable upon issuance. Attorneys at Ray Quinney & Nebeker own in the
aggregate an insignificant number of the Registrant's shares which are
currently issued and outstanding. None of such shares were obtained as
compensation from the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Registrant's Articles of Incorporation require the Registrant to
indemnify and hold harmless its directors and officers to the extent that
indemnifiable expenses or losses were not caused by the willful, bad faith or
grossly negligent conduct of the officer or director. Registrant maintained
a policy of director's and officer's liability insurance to fund this
obligation.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of Registrant pursuant to the foregoing provisions, or otherwise, Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
-8-
<PAGE>
indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a director, officer or controlling
person of 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, 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
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable. The shares being registered hereby are to be issued
under this registration statement and only after the effectiveness thereof.
ITEM 8. EXHIBITS
The following Exhibits are filed as a part of this Registration Statement:
*4.1 Cimetrix Incorporated Stock Option Plan.
*4.2 Stock Option Agreement with Douglas A. Davidson.
*4.3 Stock Option Agreement with Mark A. Filippell.
*4.4 Stock Option Agreement with Samuel W. Shoen.
*5. Opinion of Ray Quinney & Nebeker, Professional Corporation.
23.1 Consent of Pritchett, Siler & Hardy
*23.2 Consent of Ray Quinney & Nebeker (included in Exhibit 5).
* = FILED WITH THE ORIGINAL REGISTRATION STATEMENT CONNECTED WITH THIS
POST-EFFECTIVE AMENDMENT
ITEM 9. UNDERTAKINGS
(A) 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:
-9-
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of this 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 this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
PROVIDED HOWEVER, that paragraphs (i) and (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 Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remains unsold at the
termination of the offering.
(B) Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(C) (1) Registrant hereby undertakes to deliver or cause to be delivered
with the Prospectus to each employee to whom the Prospectus is sent or
given a copy of Registrant's Form 10, or its annual report to
stockholders for its last fiscal year as filed with the Commission, if
one
-10-
<PAGE>
has been filed, unless such employee otherwise has received a copy
of such Form or report, in which case Registrant shall state in the
Prospectus that it will promptly furnish, without charge, a copy of
such Form or report on written request of the employee. If the last
fiscal year of Registrant has ended within 120 days prior to the use
of the Prospectus, the annual report of Registrant for the preceding
fiscal year may be so delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to each such
employee.
(2) Registrant hereby undertakes to transmit or cause to be
transmitted to all employees participating in the Plan who do not
otherwise receive such material as stockholders of Registrant, at the
time and in the manner such material is sent to its stockholders,
copies of all reports, proxy statements and other communications
distributed to its stockholders generally.
[This space left blank intentionally.]
-11-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Cimetrix
Incorporated has duly caused this Post-Effective Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Provo, Utah, on the 5th day of August, 1996.
CIMETRIX INCORPORATED
By: /s/ Kitt R. Finlinson
------------------------------------------
Kitt R. Finlinson
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Registration Statement has been signed
by the following persons in the capacities and on the date or dates indicated.
Signature Title Date
--------- ----- ----
/s/ Paul A. Bilzerian President and Chief
- ----------------------------- Executive Officer,
Paul A. Bilzerian Director August 5, 1996
/s/ Kitt R. Finlinson Vice President, Chief
- ----------------------------- Financial Officer and
Kitt R. Finlinson Secretary (Principal
Financial and Accounting
Officer of Registrant) August 5, 1996
/s/ Douglas A. Davidson Chairman of the Board
- ----------------------------- of Directors August 5, 1996
Douglas A. Davidson
/s/ Mark A. Filippell Director August 5, 1996
- -----------------------------
Mark A. Filippell
-12-
<PAGE>
/s/ David L. Redmond Director August 5, 1996
- -----------------------------
David L. Redmond
/s/ Samuel W. Shoen Director August 5, 1996
- -----------------------------
Samuel W. Shoen
/s/ Ron Lumia Director August 5, 1996
- -----------------------------
Ron Lumia
/s/ W. Edward Red Director August 5, 1996
- -----------------------------
W. Edward Red
-13-
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT LOCATION
- -------------- ---------------------- --------
* 4.1 Cimetrix Incorporated Stock Option Plan.
* 4.2 Stock Option Agreement with Douglas A. Davidson.
* 4.3 Stock Option Agreement with Mark A. Filippell.
* 4.4 Stock Option Agreement with Samuel W. Shoen.
* 5. Opinion of Ray Quinney & Nebeker, Professional
Corporation.
23.1 Consent of Pritchett, Siler & Hardy
* 23.2 Consent of Ray Quinney & Nebeker (included in
Exhibit 5).
*= FILED WITH REGISTRATION STATEMENT
-14-
<PAGE>
EXHIBIT 23.1
CONSENT OF PRITCHETT, SILER & HARDY
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement of Cimetrix Incorporated on Form S-8 of our
report dated January 26, 1996 filed as an exhibit to the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1995, and to the
reference to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.
PRITCHETT, SILER & HARDY
August 5, 1996
-15-
