Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STRUCTURAL DYNAMICS RESEARCH CORPORATION
(Exact name of issuer as specified in its Charter)
Ohio 31-0733928
(State of Incorporation) (I.R.S. Employer Identification No.)
2000 Eastman Drive, Milford, Ohio 45150
(Address of Principal Executive Offices) (Zip Code)
STRUCTURAL DYNAMICS RESEARCH CORPORATION
1994 LONG-TERM STOCK INCENTIVE PLAN
(Full Title of the Plan)
John A. Mongelluzzo, Esq.
Vice President, Secretary and General Counsel
Structural Dynamics Research Corporation
2000 Eastman Drive
Milford, Ohio 45202
(513) 576-2400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy To:
Charles F. Hertlein, Jr., Esq.
Dinsmore and Shohl
1900 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be Registered be Registered Offering Price Offering Price Registration Per Share
Fee
<S> <C> <C> <C> <C>
Common Stock, 1,148,405 $9.50* $10,909,848 $3763.00
no par value
</TABLE>
Approximate date of proposed commencement of sales hereunder:
As soon as practicable after the effective date of this
Registration Statement
* Based pursuant to Rule 457(c) and 457(f)(1), on the average of the
high and low prices of the common stock of Structural Dynamics Research
Corporation on the Nasdaq National Market on April 11, 1995, a date
within 5 days of the date on which this Registration Statement is filed.
PART I
INFORMATION REQUESTED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is set forth in
a single document, entitled "Prospectus," which constitutes a part
of the Section 10(a) Prospectus to which this Registration
Statement relates but which is not filed herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Structural Dynamics Research Corporation (the "Registrant")
hereby states that the documents listed in (a) through (c) below
are incorporated by reference in this Registration Statement, and
further states that all documents subsequently filed by the
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 such documents.
(a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities and Exchange Act since December 31, 1994.
(c) The description of the Registrant's Common Stock
contained in the Registration Statement on Form 8-A filed pursuant
to Section 12(g) of the Securities Exchange Act of 1934, which
Registration Statement became effective on September 29, 1987.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby will
be passed upon for the Registrant by Dinsmore and Shohl,
Cincinnati, Ohio. John E. McDowell, a partner of Dinsmore and
Shohl, is a director of the Registrant. As of February 27, 1995,
partners of Dinsmore and Shohl and attorneys employed thereby,
together with their immediate families beneficially owned
approximately 67,060 shares of the Registrant's Common Stock and
held options to purchase an additional 43,000 shares of Common
Stock.
Item 6. Indemnification of Directors and Officers.
The Registrant's Code of Regulations provides that the
Registrant shall indemnify each director and each officer of the
Registrant, and each person employed by the Registrant who serves
at the written request of the Chairman of the Board of the
Registrant as a director, trustee, or officer of another
corporation, partnership, joint venture, trust, or other
enterprise, to the full extent permitted by Ohio law. The Code of
Regulations also provides that the Registrant may indemnify
assistant officers, employees and others by action of the Board of
Directors to the extent permitted by Ohio law.
In general, under Section 1701.13(E) of the Ohio Revised Code,
an Ohio corporation is permitted to indemnify its present or former
officers, directors, employees and agents against liabilities and
expenses incurred by such persons in their capacities as such so
long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the
corporation, provided that in an action by or in the name of the
corporation, if the person seeking indemnification was adjudged to
be liable for negligence, no indemnification is permitted unless
the court in which the action was brought specifically determines
that such person is fairly and reasonably entitled to
indemnification in view of all the circumstances of the case. The
statute also provides that an Ohio corporation shall advance
attorney's fees incurred by directors, and may advance such fees
incurred by executive officers, employees, agents and others, prior
to the final outcome of a matter provided the person seeking such
advances undertakes to repay them if it is ultimately determined
that such person is not entitled to indemnification (except in the
case of directors who must undertake to repay such advances only if
it is proved by clear and convincing evidence in a court of
competent jurisdiction that the act or failure to act in question
was undertaken with deliberate intent to cause injury to the
corporation or was undertaken with reckless disregard for the best
interest of the corporation).
In addition, the Registrant has purchased insurance policies
which provide coverage for the acts and omissions of the
Registrant's directors and officers in certain situations.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description
5, 23 (a) Opinion of Dinsmore and Shohl as to the
legality of the securities being registered.
4(a) Structural Dynamics Research Corporation 1994
Long-Term Stock Incentive Plan *
23(a) Consent of Price Waterhouse, LLP independent
public accountants
24 Power of Attorney **
* Incorporated by reference to definitive copies of this document
previously filed with Securities and Exchange Commission as an
exhibit to the Company's 1994 Proxy Statement
** Contained herein on the signature page
Item 9. 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 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.
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.
B. 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 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 of 1934) 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.
C. 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, therefor, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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
Cincinnati, State of Ohio on April 17, 1995.
STRUCTURAL DYNAMICS RESEARCH CORPORATION
By: /s/ Jeffrey J. Vorholt
Jeffrey J. Vorholt
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints John A.
Mongelluzzo, as his true and lawful attorney-in-fact and agent,
with full power of substitution, to sign and execute on behalf of
the undersigned any amendment or amendments to this Registration
Statement on Form S-8, and to perform any acts necessary to be done
in order to file such amendment with exhibits thereto and other
documents in connection therewith with the Securities and Exchange
Commission, and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his
substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Albert F. Peter President and Chief April 17, 1995
Albert F. Peter Executive Officer
(Principal Executive
Officer); Director
/s/ Jeffrey J. Vorholt Chief Financial April 17, 1995
Jeffrey J. Vorholt Officer (Principal
Financial and
Accounting Officer)
DIRECTORS:
/s/ William P. Conlin
William P. Conlin April 17, 1995
/s/ Robert P. Henderson April 17, 1995
Robert P. Henderson
/s/ Ted H. McCourtney April 17, 1995
Ted H. McCourtney
/s/ John E. McDowell April 17, 1995
John E. McDowell
/s/ James W. Nethercott April 17, 1995
James W. Nethercott
/s/ Gilbert R. Whitaker, Jr. April 17, 1995
Gilbert R. Whitaker, Jr.
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INDEX TO EXHIBITS
Exhibit No. Description Page
5, 23 (a) Opinion of Dinsmore and Shohl
as to the legality of the
securities being registered.
4(a) Structural Dynamics Research *
Corporation, 1994 Long-Term
Stock Incentive Plan
23(a) Consent of Price Waterhouse,
independent certified public
accountants
24 Power of Attorney **
* Incorporated by reference to definitive copies of this document
previously filed with Securities and Exchange Commission.
** Contained herein on the signature page
Exhibit 23(a)
Consent of Independent Accountants
The Board of Directors
Structural Dynamics Research Corporation
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 15,
1995, which appears on page 32 of the 1994 Annual Report to
Shareholders of Structural Dynamics Research Corporation, which is
incorporated by reference in Structural Dynamics Research
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule and our
report dated March 24, 1995 on the financial statements of SDRC
Software and Services GmbH, which appear in item 14 of such Annual
Report on Form 10-K.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Cincinnati, Ohio
April 17, 1995
Exhibit 23(a)
(513) 977-8315
Charles F. Hertlein, Jr.
April 18, 1995
Structural Dynamics Research Corporation
2000 Eastman Drive
Milford, Ohio 45150
Gentlemen:
This opinion is rendered for use in connection with the Registration
Statement on Form S-8 prescribed pursuant to the Securities Act of 1933,
to be filed by Structural Dynamics Research Corporation (the "Company")
with the Securities and Exchange Commission, under which up to 1,148,405
shares of the Company's Common Stock without par value ("Common Stock")
are to be registered for issuance pursuant to the Structural Dynamics
Research Corporation 1994 Long-Term Stock Incentive Plan (the "Plan").
We hereby consent to the filing of this opinion as Exhibits 5 and 23(a)
to the Registration Statement and to the reference to our name in the
Registration Statement.
As counsel to the Company, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction,
of such statutes, documents, corporate records, certificates of public
officials, and other instruments as we have deemed necessary for the purpose of
this opinion, including the Company's Articles of Incorporation and Code of
Regulations and the record of proceedings of the directors of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and
in good standing as a corporation under the laws of the State of Ohio.
2. When the Registration Statement shall have been declared effective by
order of the Securities and Exchange Commission and up to 1,148,405 shares of
the Common Stock to be issued pursuant to the Plan shall have been issued upon
the terms set forth in the Plan and as described in the Registration Statement,
such shares will be legally and validly issued and outstanding, fully-paid and
nonassessable.
Very truly yours,
DINSMORE & SHOHL
/s/ Charles F. Hertlein, Jr.
Charles F. Hertlein, Jr.
