<PAGE>
Registration No.____________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CONSILIUM, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 94-2523965
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
485 CLYDE AVENUE
MOUNTAIN VIEW, CA 94043
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(Address of principal executive offices) (Zip code)
CONSILIUM, INC.
1989 EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plan)
LAURENCE R. HOOTNICK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CONSILIUM, INC.
485 CLYDE AVENUE
MOUNTAIN VIEW, CA 94043
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (415) 691-6100
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share/1/ price/1/ fee
<S> <C> <C> <C> <C>
Common Stock
Par Value $0.01 200,000 $5.10 $1,020,000.00 $351.73
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
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Consilium, Inc. (the "Company") hereby incorporates by reference in
this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K/A filed pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended October 31, 1995 as filed with the Commission on
July 4, 1996 (File No. 0-17754).
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
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/1/ Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee and subject to the minimum registration fee of $100 pursuant to
Section 6(b) of the Securities Act of 1993, as amended. The Consilium, Inc.
1989 Employee Stock Purchase Plan establishes a purchase price equal to 85% of
the fair market value of the Company's Common Stock and, therefore, the price
for purchase rights under this plan is based upon 85% of the average of the high
and low prices of the Common Stock on August 5, 1996, as reported on the
National Association of Securities Dealers Automated Quotations System.
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(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-B filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
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 4. Description of Securities
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The class of securities to be offered is registered under Section 12
of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
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Inapplicable.
Item 6. Indemnification of Directors and Officers
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Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or alleged breach of the directors' "duty of care." While
the relevant statute does not change directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as injunction
or rescission. The statute has no effect on directors' duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, illegal payment of dividends and approval of any transaction
from which a director derives an improper personal benefit.
The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care. The Bylaws of the Company provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of the State of Delaware, the Company's state of incorporation,
including those circumstances in which indemnification would otherwise be
discretionary under Delaware Law. Section 145 of the General Corporation Law of
the State of Delaware provides for indemnification in terms sufficiently broad
to indemnify such individuals, under certain circumstances, for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act.
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Item 7. Exemption From Registration Claimed
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Inapplicable.
Item 8. Exhibits
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See Exhibit Index.
Item 9. Undertakings
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(a) Rule 415 Offering
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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 of 1933;
(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;
(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)(l)(ii) do not apply if the
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registration statement is on Form S-3 or Form S-8, and 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 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 remain unsold at the
termination of the offering .
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(b) Filing incorporating subsequent Exchange Act documents by reference
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The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
(h) Request for acceleration of effective date or filing of registration
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statement on Form S-8
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the 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
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 Act and will
be governed by the final adjudication of such issue.
SIGNATURE
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Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Mountain View, State of California, on August 5,
1996.
Consilium, Inc.
/s/ Laurence R. Hootnick
By: ___________________________________
Laurence R. Hootnick, President
and Chief Executive Officer
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POWER OF ATTORNEY
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The officers and directors of Consilium, Inc. whose signatures appear
below, hereby constitute and appoint Laurence R. Hootnick and Clifton Wong, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their or his substitutes, shall do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on August 5, 1996.
Signature Title
_______________________________________________________________________________
/s/ Laurence R. Hootnick
_____________________________
Laurence R. Hootnick President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Clifton Wong
_____________________________
Clifton Wong Controller and Chief Accounting Officer
(Principal Financial and Accounting Officer)
/s/ Jonathan J. Golovin
_____________________________
Jonathan J. Golovin Chairman of the Board of Directors, Chief
Technical Officer and Secretary
/s/ Robert C. Fink
_____________________________
Robert C. Fink Director
/s/ Robert Horne
_____________________________
Robert Horne Director
/s/ Thomas A. Tomasetti
_____________________________
Thomas A. Tomasetti Director
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EXHIBIT INDEX
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4.1. Certificate of Incorporation of the Company is incorporated by
reference to Exhibit 3.1 to the Company's Form 10-Q filed with the
Securities and Exchange Commission for the quarter ended April 30,
1993
4.2. Bylaws of the Company is incorporated by reference to Exhibit 3.2 to
the Company's Form 10-Q filed with the Securities and Exchange
Commission for the quarter ended April 30, 1993
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Accountants
24 Power of Attorney (included in signature pages to this registration
statement)
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EXHIBIT 23.2
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference of our reports dated December 6,
1995, except for Note 10, for which the date is December 15, 1995, Note 8, for
which the date is May 6, 1996, and Note 1, for which the date is June 11, 1996,
with respect to the financial statements and schedule of Consilium, Inc. for the
years ended October 31, 1995, included in the Annual Report (Form 10-K/A) for
1995, filed with the Securities and Exchange Commission, in the Registration
Statement on Form S-8 of Consilium, Inc. for the registration of 200,000 shares
of its common stock.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
San Jose, California
August 5, 1996
