Registration No. 333-00907
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
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 Number)
7372
(Primary Standard Industrial Classification Code Number)
2000 Eastman Drive
Milford, Ohio 45150
(513) 576-2400
(Address and Telephone Number of Principal Executive Office)
John A. Mongelluzzo, Esq.
Vice President, Secretary and
General Counsel
2000 Eastman Drive
Milford, Ohio 45150
(513)-576-2400
(Name, Address, and Telephone Number, of Agent for Service)
<PAGE>
At 5:00 p.m. EDT on May 28, 1996, the Registration Statement on Form S-4 of
Structural Dynamics Research Corporation ("SDRC"), Registration No. 333-00907,
became effective with the Securities and Exchange Commission. Pursuant to such
Registration Statement, SDRC registered up to 2,000,000 shares of common stock
without par value in connection with the merger of CAMAX Manufacturing
Technologies, Inc., Minneapolis, Minnesota ("CAMAX"), into SDRC, with SDRC as
the surviving corporation. The number of shares to be issued was to be
determined in accordance with the Agreement of Merger and Plan of
Reorganization dated as of January 16, 1996 by and between SDRC and CAMAX
(the "Merger Agreement") pursuant to a 20-day average selling price ending
on the second trading day prior to the mailing date of the Prospectus
to the CAMAX shareholders.
SDRC hereby files this Post Effective Amendment No. 1 to Registration
Statement No. 333-00907 to remove from registration by means of a post-effective
amendment 1,032,592 shares of the securities registered thereunder for the
following reason. The number of shares registered under Registration Number
333-00907 contemplated a variable exchange ratio, which, when calculated,
resulted in the necessity to issue fewer shares than
were registered. In addition, one shareholder of CAMAX dissented
and received cash for his shares in the exchange
instead of SDRC common stock.
SDRC hereby deregisters 1,032,592 shares of common stock without par value
not issued.
SIGNATURES
In accordance with the provisions of Rule 478 and pursuant to the terms of
Registration Statement No. 333-00907, the undersigned agent and duly appointed
attorney-in-fact, has signed the Post Effective Amendment No. 1 to the said
Registration Statement on the date and at the place set forth below.
Cincinnati, Ohio STRUCTURAL DYNAMICS RESEARCH CORPORATION
Date: 4/15/97 By: /s/ John A. Mongelluzzo
John A. Mongelluzzo
Vice President, Secretary and General Counsel
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints JOHN A. MONGELLUZZO his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent 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 he might or could do in person and agent,
or his substitute or substitutes, may lawfully 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 by the following persons in the
capacities
and on the dates indicated.
Principal Executive Officer: Date:
/s/John A. Mongelluzzo* President and April 15, 1997
Albert F. Peter Chief Executive
Officer
Principal Financial and Accounting Officer:
/s/ John A. Mongelluzzo* Vice President, April 15, 1997
Jeffrey J. Vorholt Chief Financial
Officer, and
Treasurer
Directors of the Company: Date:
/s/ John A. Mongelluzzo* April 15, 1997
William P. Conlin
/s/ John A. Mongelluzzo* April 15, 1997
Albert F. Peter
/s/ John A. Mongelluzzo* April 15, 1997
John E. McDowell
/s/ John A. Mongelluzzo* April 15, 1997
Gilbert R. Whitaker, Jr.
/s/ John A. Mongelluzzo* April 15, 1997
Bannus B. Hudson
/s/ John A. Mongelluzzo* April 15, 1997
James W. Nethercott
/s/ John A. Mongelluzzo* April 15, 1997
Arthur B. Sims
* John A. Mongelluzzo, by signing his name hereto, signs this document on behalf
of himself as Vice President, Secretary and General Counsel and on behalf of
each person indicated above pursuant to a power of attorney duly executed
by such person and filed with the Securities and Exchange Commission.
/s/ John A. Mongelluzzo
John A. Mongelluzzo
Attorney-In-Fact<PAGE>
