<PAGE>
As filed with the Securities and Exchange Commission on February 1, 1995.
Registration No. 33-89120
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUMMAGRAPHICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-088312
------------------------------ ------------------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8500 Cameron Road
Austin, Texas 78754
(512) 835-0900
---------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
<TABLE>
<S> <C> <C>
MICHAEL S. BENNETT COPY TO: ROBERT B. SIMS MICHAEL W. TANKERSLEY, ESQ.
PRESIDENT & CHIEF EXECUTIVE OFFICER SENIOR VICE PRESIDENT HUGHES & LUCE, L.L.P.
SUMMAGRAPHICS CORPORATION AND GENERAL COUNSEL SUITE 2800
8500 CAMERON ROAD SUMMAGRAPHICS CORP. 1717 MAIN STREET
AUSTIN, TEXAS 78754 8500 CAMERON ROAD DALLAS, TEXAS 75201
(512) 835-0900 AUSTIN, TEXAS 78754
- -----------------------------------
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
</TABLE>
----------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the Registration Statement becomes effective.
----------------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following line. ____
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following line. X
-----
- --------------------------------------------------------------------------------
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 Unit (1) Price (1) Fee
- ---------- ---------- ------------ ------------ ---------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par value) 133,323 $7.50(2) 966,592(2) $345(2)
</TABLE>
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, based upon the average of the high and low prices reported on the
Nasdaq National Market on January 31, 1995.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
Page 1 of 5 sequentially numbered pages.
Index to Exhibits appears on Page II-7.
<PAGE>
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION, DATED JANUARY 31, 1995
SUMMAGRAPHICS CORPORATION
133,323 SHARES OF COMMON STOCK
This Prospectus relates to an offering of up to 133,323 shares of common
stock, par value $.01 per share (the "Common Stock"), of Summagraphics
Corporation, a Delaware corporation (the "Company" or "Summagraphics"), that
were issued pursuant to the Asset Purchase Agreement, executed on November 10,
1994, by and among the Company, CAD Warehouse, Inc., a Nevada corporation and
wholly owned subsidiary of the Company ("CAD Nevada"), CAD Warehouse, Inc., a
Delaware corporation ("CAD Delaware") and the shareholders of CAD Delaware (the
"Shareholders").
The Common Stock being registered is being offered for the accounts of the
Shareholders. See "Selling Shareholders." The Company will not receive any
proceeds from the sale of the shares of Common Stock offered hereby. The shares
may be offered in transactions on the Nasdaq National Market, in negotiated
transactions, or through a combination of such methods of distribution, at
prices relating to the prevailing market prices or at negotiated prices. See
"Plan of Distribution."
The Common Stock is quoted on the Nasdaq National Market under the symbol
"SUGR." The shares of Common Stock being offered by this Prospectus have been
approved for listing on the Nasdaq National Market. On January 31, 1995, the
last sale price of the Common Stock, as reported by the Nasdaq National Market,
was $7.25 per share.
================================
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION
IS UNLAWFUL.
--------------------------------
The date of this Prospectus is January 31, 1995.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements,
information statements, and other information filed by the Company with the
Commission pursuant to the requirements of the Exchange Act may be inspected and
copied at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549-1004 and at the following Regional Offices of the Commission: New York
Regional Office, Seven World Trade Center, Suite 1300, New York, New York 10048;
and Chicago Regional Office, Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may be
obtained from the Public Reference Room of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Company is a publicly
held corporation and its Common Stock is traded on the Nasdaq National Market
under the symbol "SUGR." Reports, proxy statements, information statements, and
other information can also be inspected at the offices of the Nasdaq Stock
Market, Inc.
The Company intends to furnish its shareholders with annual reports
containing audited financial statements and such other periodic reports as it
may determine to furnish or as may be required by law.
The Company has filed with the Commission a Registration Statement on
Form S-3 (referred to herein, together with all exhibits, as the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the shares of Common Stock offered hereby. This Prospectus does
not contain all information set forth in the Registration Statement. Certain
parts of the Registration Statement have been omitted in accordance with the
rules and regulations of the Commission. For further information, reference is
made to the Registration Statement which can be inspected at the public
reference rooms at the offices of the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, including any beneficial owner, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates). Requests should be directed to:
Summagraphics Corporation
8500 Cameron Road
Austin, TX 78754
Attention: Robert B. Sims, Secretary
Telephone Number: (512) 835-0900
The Company's (i) Annual Report on Form 10-K which contains audited
financial statements for the fiscal year ended May 31, 1994 (the "1994 10-K"),
(ii) Report on Form 10-Q for the quarter ended August 31, 1994, (iii) Report on
Form 10-Q for the quarter ended November 30, 1994, (iv) Current Report on Form
8-K dated November 23, 1994, as amended by Amendment No. 1 on Form 8-K dated
January 23, 1995, containing supplemental consolidated financial statements for
the fiscal years ended May 31, 1992, 1993 and 1994, and reporting the Company's
merger with CAD Delaware (collectively referred to herein as the "CAD Delaware
8-K"), (v) other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the 1994 10-K and (vi) Form 8-A, dated July 27, 1987,
containing a description of the Company's Common Stock, and including any
amendment or report filed for the purpose of updating such description, are
hereby incorporated by reference into this Prospectus.
-2-
<PAGE>
All documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering relating to this
Prospectus shall be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of filing of such documents. Any
statement incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified, replaced, or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in any other subsequently
filed document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
THE COMPANY
The Company is engaged in the manufacture and sale of digitizing
tablets, pen plotters, ink jet plotters, thermal transfer printers, and wide
format graphic cutters. The Company's products are used in applications with
high-performance computer graphics systems, including computer-aided design,
manufacturing, engineering, publishing and graphic arts. The Company's products
are sold by its sales force primarily through distributors and also to OEMs
which incorporate the Company's products into their own computer products. The
Company's products may be integrated with most personal computers, including
IBM-compatible personal computers and Apple personal computers, workstations
from Sun Microsystems and Digital Equipment, and publishing systems from Scitex,
and are compatible with over four hundred applications including software such
as AutoCAD, Corel Draw, Adobe Illustrator, Microsoft Windows and Aldus Freehand.
The Company's strategy is to pursue sales and market share growth for its
existing product lines, through product enhancements and new product
introductions, to devote substantial resources to research and development,
including the development of new products for use in connection with pen-based
computing and computer graphics, and, as and if appropriate opportunities arise,
to acquire or develop one or more complementary product lines or businesses
serving the computer graphics markets.
The Company is seeking to make acquisitions of related or
complementary businesses primarily in exchange for additional shares of the
Company's Common Stock and/or cash. Effective October 31, 1994, the Company's
wholly owned subsidiary, CAD Nevada, acquired the assets and liabilities of CAD
Delaware in exchange for approximately 510,129 shares of Common Stock in a
transaction accounted for as a pooling of interests. CAD Nevada is engaged in
the mail order distribution of computer peripheral equipment used in computer
assisted design and related applications, including products manufactured by the
Company. The Company is continually evaluating potential acquisition candidates.
However, no assurance can be given at this time that any acquisitions will
become probable or that any material acquisitions will be consummated.
The Company is a Delaware corporation formed in 1972. The Company's
principal executive offices are located at 8500 Cameron Road, Austin, Texas
78754, and its telephone number is (512) 835-0900.
-3-
<PAGE>
SELLING SHAREHOLDERS
The Selling Shareholders listed in the following table have agreed to
sell the number of shares of Common Stock set forth opposite their name. The
table sets forth information with respect to the beneficial ownership of the
Company's Common Stock by the Selling Shareholders immediately prior to this
offering and as adjusted to reflect the sale of shares of Common Stock pursuant
to the offering. All information with respect to the beneficial ownership has
been furnished by the Selling Shareholders:
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING AFTER OFFERING (1)
-------------------- --------------------
<S> <C> <C> <C> <C> <C>
SHARES TO
NUMBER OF PERCENT OF BE OFFERED NUMBER OF PERCENT OF
NAME OF BENEFICIAL OWNER SHARES CLASS FOR SALE SHARES CLASS
- ------------------------ --------- --------- ---------- --------- ----------
John G. Panutsos 255,065 5.6% 66,661 188,404 4.1%
Rosemary Wollet 127,532 2.8% 33,331 94,201 2.1%
David C. Hoffer 127,532 2.8% 33,331 94,201 2.1%
- ------------------------
</TABLE>
(1) Assumes all the shares of Common Stock that may be offered are sold.
PLAN OF DISTRIBUTION
The sale of the Common Stock offered hereby may be effected from time to time
directly or by one or more broker-dealers or agents, in one or more transactions
(which may involve crosses and block transactions) on the Nasdaq National
Market, in negotiated transactions, or through a combination of such methods of
distribution, at prices related to prevailing market prices or at negotiated
prices.
In the event one or more broker-dealers or agents agree to sell the Common
Stock, they may do so by purchasing the Common Stock as principals or by selling
the Common Stock as agent for the Selling Shareholders. Any such broker-dealers
may receive compensation in the form of discounts, concessions, or commissions
from the Selling Shareholders and/or the purchasers of the shares of Common
Stock for which such broker-dealer may act as agent or to whom they sell as
principal, or both (which compensation as to a particular broker-dealer may be
in excess of customary compensation).
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Common Stock may not simultaneously engage in
market-making activities with respect to the Company's Common Stock for a period
of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, the Selling Shareholders will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Rule 10b-6.
In order to comply with certain states' securities laws, if applicable, the
Common Stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states, the Common Stock may not be sold
unless the Common Stock has been registered or qualified for sale in such state
or an exemption from registration or qualification is available and is complied
with.
Each of the Selling Shareholders has agreed with the Company that, without the
Company's prior consent, they will not sell on any trading day an aggregate
number of shares of Common Stock in excess of the greater of 3,000 shares or 20%
of the average daily trading volume of the Common Stock for the preceding ten
trading days. All of the proceeds generated from the sale of the shares of
Common Stock offered hereby will be immediately deposited into the accounts of
the Selling Shareholders.
-4-
<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from the offering.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon for the
Company by Robert B. Sims, Senior Vice President and General Counsel of the
Company.
EXPERTS
The historical consolidated financial statements and schedules of
Summagraphics Corporation and subsidiaries as of May 31, 1993 and 1994, and for
each of the years in the three-year period ended May 31, 1994, and the
supplemental consolidated financial statements of Summagraphics Corporation and
subsidiaries as of May 31, 1993 and 1994, and for each of the years in the
three-year period ended May 31, 1994, have been incorporated by reference herein
and in the Registration Statement in reliance upon the reports of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing. The reports of KPMG Peat Marwick LLP covering the May 31, 1994
historical and supplemental consolidated financial statements refer to a change
in the method of accounting for income taxes in 1993. In addition, the report
of KPMG Peat Marwick LLP on the supplemental consolidated financial statements
indicates that the supplemental consolidated financial statements give
retroactive effect to the merger of Summagraphics Corporation and CAD Warehouse,
Inc. on November 10, 1994, which has been accounted for as a pooling of
interests. Generally accepted accounting principles proscribe giving effect to
a consummated business combination accounted for by the pooling of interests
method in financial statements that do not include the date of consummation.
These supplemental financial statements do not extend through the date of
consummation. However, they will become the historical consolidated financial
statements of Summagraphics Corporation and subsidiaries after financial
statements covering the date of consummation of the business combination are
issued.
The financial statements of CAD Warehouse, Inc. as of September 30, 1994 and
December 31, 1993 and for the nine-month period and the year then ended have
been incorporated by reference herein and in the Registration Statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
-5-
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
<S> <C>
Registration fee $ 345
Accounting fees and expenses 10,000
Legal fees and expenses 10,000
Miscellaneous expenses 500
-------
Total $20,845
=======
- ---------------
</TABLE>
* Estimated
All of the above expenses will be paid by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Third Restated Certificate of Incorporation and Bylaws
provide, consistent with the provisions of the Delaware General Corporation Law,
that no director of the Registrant will be personally liable to the Company or
any of its shareholders for monetary damages arising from the director's breach
of fiduciary duty as a director. However, this does not apply with respect to
any action in which the director would be liable under Section 174 of Title 8 of
the Delaware General Corporation Law nor does it apply with respect to any
action in which the director (i) has breached his duty of loyalty to the Company
and its shareholders, (ii) does not act in good faith or, in failing to act,
does not act in good faith, (iii) has acted in a manner involving intentional
misconduct or a knowing violation of law or, in failing to act, has acted in a
manner involving intentional misconduct or a knowing violation of law, or (iv)
has derived an improper personal benefit.
Pursuant to the provisions of Section 145 of the Delaware General
Corporation Law, every Delaware corporation has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of any corporation, partnership,
joint venture, trust or other enterprise, against any and all expenses,
judgments, fines and amounts paid in settlement and reasonably incurred in
connection with such action, suit or proceeding. The power to indemnify applies
only if such person acted in good faith and in a manner he reasonably believed
to be in the best interest, or not opposed to the best interest, of the
corporation and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of the
corporation as well, but only to the extent of defense and settlement expenses
and not to any satisfaction of a judgment or settlement of the claim itself, and
with the further limitation that in such actions no indemnification shall be
made in the event of any adjudication unless the court, in its discretion,
believes that in light of all the circumstances indemnification should apply.
To the extent any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of the actions referred to
therein, such person is entitled, pursuant to Section 145, to indemnification as
described above.
The directors and officers of the Registrant are insured under a directors'
and officers' liability insurance policy insuring directors and officers against
liabilities for which they are entitled to indemnity as described above in the
event the Registrant is unable or fails to make payment.
II-1
<PAGE>
Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
ITEM 16. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Index to
Exhibits on page II-7 of this Registration Statement, which Index is
incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
(a) 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;
(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 (1)(i) and (1)(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 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, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) and 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.
II-2
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Austin, State of Texas, on January 31, 1995.
SUMMAGRAPHICS CORPORATION
By: /s/ Michael S. Bennett
----------------------
Michael S. Bennett
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each of the undersigned hereby
constitutes and appoints Michael S. Bennett, Robert B. Sims and David G.
Osowski, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments to the Registration Statement,
and to file the same with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange 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 and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or 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 on January 31, 1995 by the following persons in the
capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ Michael S. Bennett
- --------------------------------------- President, Chief Executive Officer and
Michael S. Bennett Director (Principal Executive Officer)
/s/ David G. Osowski
- --------------------------------------- Senior Vice President, Controller and
David G. Osowski Treasurer (Principal Financial and
Accounting Officer)
- --------------------------------------- Director
Ken Draeger
- --------------------------------------- Director
G. Felda Hardymon
/s/ Andrew Harris Director
- ---------------------------------------
Andrew Harris
II-4
<PAGE>
/s/ G. Glenn Henry Director
- ---------------------------------------
G. Glenn Henry
/s/ Stephen J. Keane Director
- ---------------------------------------
Stephen J. Keane
/s/ Dennis G. Sisco Director
- ---------------------------------------
Dennis G. Sisco
II-5
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of
Summagraphics Corporation:
We consent to the use of our reports incorporated herein by reference and to
the reference to our Firm under the heading "Experts" in the prospectus. Our
report on the historical May 31, 1994 consolidated financial statements is
incorporated by reference from the Company's 1994 Annual Report on Form 10-K;
our report on the supplemental May 31, 1994 consolidated financial statements is
incorporated by reference from the Company's January 23, 1995 Amendment No. 1 on
Form 8-K; and our report on September 30, 1994 CAD Warehouse, Inc. financial
statements is incorporated by reference from the Company's November 23, 1994
Form 8-K.
Our reports covering the historical and supplemental consolidated financial
statements of Summagraphics Corporation and subsidiaries refer to a change in
the method of accounting for income taxes in 1993. Our report with respect to
the supplemental consolidated financial statements indicates that the
supplemental consolidated financial statements give retroactive effect to the
merger of Summagraphics Corporation and CAD Warehouse, Inc. on November 10,
1994, which has been accounted for as a pooling of interests. Generally
accepted accounting principles proscribe giving effect to a consummated business
combination accounted for by the pooling of interests method in financial
statements that do not include the date of consummation. These supplemental
financial statements do not extend through the date of consummation. However,
they will become the historical consolidated financial statements of
Summagraphics Corporation and subsidiaries after financial statements covering
the date of consummation of the business combination are issued.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG PEAT MARWICK LLP
Austin, Texas
January 31, 1995
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS Page
- ---------------- --------------------------------------------------------------------- ----
<S> <C> <C>
4.1 Specimen of Common Stock Certificate (incorporated by reference from --
Exhibit 4.3 to the Company's Registration Statement on Form S-1
(Registration No. 33-15658)).
4.2 Asset Purchase Agreement (incorporated by reference from Exhibit 2.1 --
to the Company's Report on Form 8-K dated November 23, 1994)
*5.1 Opinion of Robert B. Sims, Senior Vice President and General Counsel 14
of the Registrant. (CE)
*23.1 Consent of Robert B. Sims, Senior Vice President and General Counsel 14
of the Registrant (included in Exhibit 5.1). (CE)
*23.2 Consent of Independent Auditors (included in Part II of this 12
Registration Statement). (CE)
*24.1 Power of Attorney (included in Part II of this Registration Statement 10
(CE)
</TABLE>
- -----------------------------
* Filed Herewith.
II-7
<PAGE>
EXHIBIT 5.1
[SUMMAGRAPHICS LETTERHEAD]
January 31, 1995
Summagraphics Corporation
8500 Cameron Road
Austin, Texas 78754
Ladies and Gentlemen:
I have acted as counsel to Summagraphics Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 133,323 shares of the
Company's common stock, par value $0.01 per share (the "Shares"), by John G.
Panutsos, Rosemary Wollet and David C. Hoffer (collectively, the "Selling
Shareholders"), pursuant to a Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission").
In connection with this opinion, I have examined such documents and records
of the Company and such statutes, regulations, and other instruments and
certificates as I have deemed necessary or advisable for the purposes of this
opinion. I have assumed that all signatures on all documents presented to me
are genuine, that all documents submitted to me as originals are accurate and
complete, and that all documents submitted to me as copies are true and correct
copies of the originals thereof. I have also relied upon such certificates of
public officials, corporate agents, and officers of the Company and the Selling
Shareholders to the extent necessary or advisable with respect to the accuracy
of material factual matters contained therein which were not independently
established.
Based on the foregoing, I am of the opinion that the Shares being offered
for sale by the Selling Shareholders, when sold as described in the Registration
Statement, will be validly issued, fully paid, and nonassessable.
This opinion may be filed as an exhibit to the Registration Statement.
Consent is also given to the reference to me as having passed on the validity of
the Shares under the caption "Legal Matters" in the prospectus contained in the
Registration Statement. In giving this consent, I do not admit that I am
included in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Robert B. Sims
Robert B. Sims,
General Counsel
