As filed with the Securities and Exchange Commission on
______________, 1998.
Registration No. 33-
__________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
STRUCTURAL DYNAMICS RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-0733928
(State or other jurisdiction of 2000 Eastman Drive (I.R.S.
incorporation or organization) Milford, Ohio 45150 Employer
(513) 576-2400 Identification
No.)
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
________________
John A. Mongelluzzo
Structural Dynamics Research Corporation
2000 Eastman Drive
Milford, Ohio 45150
(513) 576-2401
Fax: (513) 576-2178
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________
Copy to:
Charles F. Hertlein, Jr.
Dinsmore & Shohl LLP
1900 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
(513) 977-8315
Fax: (513) 977-8141
Approximate date of commencement of proposed sale to the public;
As soon as practicable after this 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 box.
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 the securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. X
If this form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering.
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box.
CALCULATION OF REGISTRATION FEE
Title of Each Class of Amount to Proposed Proposed Amount of
Securities to be be Maximum Maximum Registration
Registered Registered Offering Aggregate Fee
Price Per Offering
Share Price
Common Stock 1,500,000 $23.625(1) $35,437,500 $10,454.06
(1) Estimated solely for the purpose of calculating the amount of
the registration fee.
_______________
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>
PROSPECTUS
1,500,000 Shares
STRUCTURAL DYNAMICS RESEARCH CORPORATION
Common Stock
_______________
Certain selling shareholders (the "Selling Shareholders") are
offering for sale pursuant to this Prospectus up to 1,500,000
shares (the "Shares") of the common stock without par value
("Common Stock") of Structural Dynamics Research Corporation (the
"Company"). The Selling Shareholders originally acquired the
Shares from the Company in December 1997 pursuant to the merger
into the Company of Lookout Drafting, Inc. and of Computer-Aided
Systems for Engineering, Inc. See "Selling Shareholders." The
Company will not receive any proceeds from the sale of Shares
hereunder.
The Shares may be sold from time to time by the Selling
Shareholders (or their pledges or donees) in one or more
transactions (which may include block transactions in the Nasdaq
National Market), in negotiated transactions or otherwise, at
prices then prevailing or at negotiated prices. The Selling
Shareholders may effect such transactions by selling Shares
directly to purchasers or to or through broker-dealers which may
act as agents or principals. 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
for whom such broker-dealers may act as agents or to whom they
sell as principal, or both. In effecting sales, brokers or
dealers engaged by the Selling Shareholders may arrange for other
brokers or dealers to participate. Commissions or discounts which
may be received by brokers or dealers are not expected to exceed
those customary in the type of transactions involved. The Selling
Shareholders and any persons who act as broker-dealers in
connection with the sale of the Shares offered hereby might be
deemed to be "underwriters" within the meaning of Section 2(11) of
the Securities Act of 1933, as amended (the "Securities Act"), and
any commissions received by them, and any profit on the resale of
the Shares as principal, may under certain circumstances be deemed
to be underwriting discounts and commissions under the Securities
Act.
All expenses of registration of the Shares under the
Securities Act and applicable state laws will be borne by the
Company. Any commission expenses and brokerage fees, the fees of
counsel to the Selling Shareholders and any applicable taxes are
payable individually by the Selling Shareholders.
The Common Stock is traded on the over-the-counter and quoted
on the Nasdaq National Market under the symbol "SDRC". On January
30, 1998, the closing price of the Common Stock on the Nasdaq
National Market was $23 5/8 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.
The date of this Prospectus is February ___, 1998
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended ("Exchange Act"),
and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other
information concerning the Company can be inspected and copied at
the Public Reference Room of the Commission, Room 1024, 450 Fifth
Street, NW, Washington, D.C. and at the Commission's regional
offices at 500 West Madison Street, 14th Floor, Chicago, Illinois
60661 and Two World Trade Center, Suite 1300, New York, New York
10048. Copies of this material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, NW,
Washington, D.C. 20549, at prescribed rates. The Commission also
maintains an Internet website at http://www.sec.gov from which
copies of documents electronically filed with the Commission may
also be obtained.
The Company has filed with the Commission in Washington,
D.C., a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act, with respect to the Shares
offered by this Prospectus. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement and the
exhibits thereto. For further information with respect to the
Company and the Shares, reference is made to the Registration
Statement and the exhibits incorporated therein by reference or
filed as a part thereof. Statements made in this Prospectus as to
the contents of any contract, agreement or other document referred
to are not necessarily complete; with respect to each such
contract, agreement or other document filed or incorporated by
reference as an exhibit to the Registration Statement, reference
is made to the exhibit for a complete description of the matter
involved, and each such statement shall be deemed qualified in its
entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are hereby incorporated by reference: (1) Annual
Report on Form 10-K for the year ended December 31, 1996; (ii)
Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30 and September 30, 1997; (iii) Proxy Statement dated March
25, 1997; (iv) the description of the Common Stock contained in
the Company's Registration Statement on Form 8-A under the
Exchange Act effective September 29, 1987, including any amendment
or reports filed for the purpose of updating such description; and
(v) Current Reports on Form 8-K filed on January 31, 1997 and
January 12, 1998.
All documents filed 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 of the Shares covered by 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 contained 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 such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
The Company will provide without charge to each person to
whom a Prospectus is delivered upon written or oral request of
such person, a copy of any or all documents incorporated herein by
reference (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into such
documents). Requests for copies should be directed to John A.
Mongelluzzo, Vice President, Secretary and General Counsel,
Structural Dynamics Research Corporation, 2000 Eastman Drive,
Milford, Ohio 45140, telephone (513) 576-2401.
TABLE OF CONTENTS
Available Information
Incorporation of Certain Documents by Reference
The Company
Selling Shareholders
Plan of Distribution
Legal Matters
Experts
No person is authorized to give any information or make any
representations other than those contained or incorporated by
reference in this Prospectus, in connection with the offering
referred to herein and, if given or made, such information or
representation must not be relied upon as having been authorized
by the Company or the Selling Shareholders. This Prospectus does
not constitute an offer to sell or a solicitation of any offer to
buy the securities registered hereby in any jurisdiction to any
person to whom it is unlawful to make such offer or solicitation
in such jurisdiction. 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 or
incorporated by reference herein is correct as of any time
subsequent to its date.
<PAGE>
THE COMPANY
Structural Dynamics Research Corporation is a leading
supplier of mechanical design automation ("MDA") software, product
data management ("PDM") software, and related services.
The Company's MDA software product, I-DEAS Master SeriesTM,
is a world-class, integrated CAD/CAM/CAE solution which allows
manufacturers to optimize product performance and reduce cost
while streamlining the product development process. The Company's
Metaphase Enterprise suite of application software offers
comprehensive solutions for PDM, electronic document management
("EDM"), configuration management ("CM") and process/work flow.
The Company markets its products and services through a
worldwide direct sales force, distributors, and value-added
resellers. The Company employs more than 2,000 people in 64
offices in 16 countries.
The Company was originally incorporated in 1967. The
Company's principal executive offices are located at 2000 Eastman
Drive, Milford, Ohio 45140. Its telephone number there is (513)
576-2400.
SELLING SHAREHOLDERS
The Selling Shareholders acquired the Shares on December 31,
1997 as the result of the merger into a wholly owned subsidiary of
the Company of Lookout Drafting, Inc. ("LDI") and Computer-Aided
Systems for Engineering, Inc. ("CASE"). LDI and CASE jointly
provided software development services to the Company for a number
of years and licensed to the Company certain software modules
included in the I-DEAS Master Series product. LDI was 100% owned
by the Young Family Special 1996 Trust (Craig S. Young grantor;
Robert W. Buechner trustee) which received 1,350,000 Shares as a
result of LDI's acquisition by the Company. CASE was 100% owned
by James D. Young who received 150,000 Shares as a result of
CASE's acquisition by the Company. In the case of each merger, as
a post-closing covenant, the Company was required to file a
registration statement under the Securities Act to cover the
resale of the Shares.
The following table sets forth information as of January 30,
1998, with respect to beneficial ownership of Common Stock by the
Selling Shareholders and has been provided to the Company by the
Selling Shareholders:
Prior to Offering After the
Offering (2)
Name of Shares Shares to shares
Selling Beneficially be Sold in Beneficially
Shareholder(1) Owned Percent Offering Owned Percent
- -------------- ----- ------- -------- ----- -------
Young Family 1,350,000 ______% 1,350,000 -- --
Special 1996 Trust
James D. Young 150,000 ______% 150,000 -- --
_________________
(1) Persons named in this table have sole voting and
investment power with respect to all Shares shown as beneficially
owned by them, subject to community property laws, where
applicable.
(2) The information provided in this column assumes that
the Selling Shareholders will offer for sale all Shares
beneficially owned by them, although there can be no assurance
that any of the Selling Shareholders will in fact sell all or any
specific portion of such Shares.
PLAN OF DISTRIBUTION
General
The Shares may be sold from time to time by the Selling
Shareholders (or their transferees, assignees, pledgees or donees)
in one or more transactions (which may include block transactions
on the Nasdaq National Market) in negotiated transactions or
otherwise, at prices then prevailing or at negotiated prices. The
Selling Shareholders may effect such transactions by selling the
Shares directly to purchasers or to or through broker-dealers
which may act as agents or principals. 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 for whom such broker-dealers may act as agents or to
whom they may sell as principal, or both. In effecting sales,
brokers or dealers engaged by the Selling Shareholders may arrange
for other brokers or dealers to participate. Commissions or
discounts which may be received by brokers or dealers are not
expected to exceed those customary in the type of transactions
involved. The Selling Shareholders and any persons who act as
broker-dealers in connection with the sale of the Shares offered
hereby might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received
by them, and any profit on the resale of the Shares as principal,
may, under certain circumstances, be deemed to be underwriting
discounts and commissions under the Securities Act.
All expenses of registration of the Shares with the
Commission, estimated to be approximately $18,500, will be borne
by the Company. Any commission expenses and brokerage fees, the
fees of counsel to the Selling Shareholders, and any applicable
taxes are payable individually by the Selling Shareholders.
The Company will receive no proceeds from the sale of any
Shares under this Prospectus.
Indemnification
The Company's Code of Regulations provides that each person
who is made a party or is otherwise involved in any action, suit
or proceeding, by reason of the fact that he/she is or was a
director or officer of the Company, or is or was serving at the
request of the Company as a director, officer, trustee, employee
or agent or another entity, shall be indemnified and held harmless
by the Company to the fullest extent authorized by the Ohio
General Corporation Law (the "OGCL") against all expenses,
liability and loss, including attorneys' fees. The OGCL permits
indemnification in non-shareholder derivative actions for
expenses, judgments, fines and settlement amounts, if the director
or officer acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of the
Company and with respect to any criminal action or proceeding, had
no reasonable cause to believe his/her conduct was unlawful. In a
shareholder derivative action, the OGCL permits indemnification
for expenses only if the director or officer acted in good faith
and in a manner he/she reasonably believed to be in or not opposed
to the best interests of the Company, unless the director or
officer has been adjudged to be liable for negligence or
misconduct in the performance of his/her duties. The intent of
the Company's Code of Regulations is to make indemnification for
directors and officers mandatory rather than permissive. In
addition, the Code of Regulations requires the Company to pay a
director's or officer's expenses incurred in defending any such
proceeding, in advance of the proceeding's final disposition,
provided that the director or officer delivers to the Company an
undertaking to repay all advanced amounts if it is ultimately
determined that he/she is not entitled to be indemnified under
Ohio law. To the extent that an officer or director is successful
on the merits in any proceeding, Ohio law mandates indemnification
for expenses, including attorneys' fees. The Code of Regulations
also provides a procedure whereby a director or officer denied
indemnification may bring an action against the Company to recover
the amount of his/her indemnification claim, and the burden of
proving that the director or officer did not meet the applicable
standard of conduct described in the OGCL is placed on the
Company. The Company's Code of Regulations also provides that the
Company may maintain insurance, at its expense, to protect itself
and any director, officer, employee, or agent of the Company
against any expense, liability, or loss, whether or not the
Company would have the power to indemnify such person against such
expense, liability or loss under the OGCL.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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.
LEGAL MATTERS
The validity of the Shares of Common Stock offered hereby
will be passed upon for the Company by Dinsmore & Shohl LLP,
Cincinnati, Ohio. A director of the Company, John E. McDowell, is
a partner of such firm.
EXPERTS
The financial statements of the Company as of December 31,
1996 and 1995, and for each of the three years in the period ended
December 31, 1996, incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on
the authority of said firm as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized statement of the expenses (all
but the SEC fees are estimates) in connection with the issuance of
the securities being registered hereunder. All such expenses will
be borne by the Company.
SEC registration fees $10,454.06
Legal fees and expenses $3,500.00
Accounting fees and expenses $2,500.00
Miscellaneous $2,045.94
Total $18,500.00
Item 15. Indemnification of Directors and Officers
The Company's Code of Regulations provides that each person
who is made a party or is otherwise involved in any action, suit
or proceeding, by reason of the fact that he/she is or was a
director or officer of the Company, or is or was serving at the
request of the Company as a director, officer, trustee, employee
or agent or another entity, shall be indemnified and held harmless
by the Company to the fullest extent authorized by the Ohio
General Corporation Law (the "OGCL") against all expenses,
liability and loss, including attorneys' fees. The OGCL permits
indemnification in non-shareholder derivative actions for
expenses, judgments, fines and settlement amounts, if the director
or officer acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of the
Company and with respect to any criminal action or proceeding, had
no reasonable cause to believe his/her conduct was unlawful. In a
shareholder derivative action, the OGCL permits indemnification
for expenses only if the director or officer acted in good faith
and in a manner he/she reasonably believed to be in or not opposed
to the best interests of the Company, unless the director or
officer has been adjudged to be liable for negligence or
misconduct in the performance of his/her duties. The intent of
the Company's Code of Regulations is to make indemnification for
directors and officers mandatory rather than permissive. In
addition, the Code of Regulations requires the Company to pay a
director's or officer's expenses incurred in defending any such
proceeding, in advance of the proceeding's final disposition,
provided that the director or officer delivers to the Company an
undertaking to repay all advanced amounts if it is ultimately
determined that he/she is not entitled to be indemnified under
Ohio law. To the extent that an officer or director is successful
on the merits in any proceeding, Ohio law mandates indemnification
for expenses, including attorneys' fees. The Code of Regulations
also provides a procedure whereby a director or officer denied
indemnification may bring an action against the Company to recover
the amount of his/her indemnification claim, and the burden of
proving that the director or officer did not meet the applicable
standard of conduct described in the OGCL is placed on the
Company. The Company's Code of Regulations also provides that the
Company may maintain insurance, at its expense, to protect itself
and any director, officer, employee, or agent of the Company
against any expense, liability, or loss, whether or not the
Company would have the power to indemnify such person against such
expense, liability or loss under the OGCL.
Item 16. Exhibits
Each of the following exhibits is filed or incorporated by
reference in this Registration Statement.
Exhibit
Number Description of Exhibit
(5) and
(23.1) Opinion and consent of Dinsmore & Shohl LLP, counsel to
the Registrant.
(23.2) Consent of Price Waterhouse LLP
(24) Powers of Attorney (a)
________
(a) A power of attorney whereby various individuals authorize
the signing of their names to any and all amendments to this
Registration Statement and other documents submitted in connection
therewith is contained on the first page of the signature pages
following Part II of this Registration Statement.
Item 17. Undertakings
(a) Rule 415 Offering. The undersigned small business
issuer hereby undertakes that it will:
(1) File, during any period in which it offers
or sells securities, a post-effective amendment to this
registration statement to include any additional or changed
material information on the plan of distribution.
(2) For determining liability under the
Securities Act, treat each post-effective amendment as a new
registration statement of the securities offered, and the offering
of the securities at that time to be the initial bona fide
offering.
(3) File a post-effective amendment to remove
from registration any of the securities that remain unsold at the
end of the offering.
(e) Request for Acceleration of Effective Date. Insofar
as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the small business issuer pursuant to
the foregoing provisions, or otherwise, the small business issuer
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 small business
issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer 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 small business issuer 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.
(f) Reliance on Rule 430A. The undersigned small
business issuer will:
(1) For determining any liability under the
Securities Act, treat the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the small business issuer under Rule 424(b)(1), or (4) or
497(h) under the Securities Act as part of this registration
statement as of the time the Commission declared it effective.
(2) For determining any liability under the
Securities Act, treat each post-effective amendment that contains
a form of prospectus as a new registration statement for the
securities offered in the registration statement, and that
offering of the securities at that time as the initial bona fide
offering of those securities.
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 a 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 Milford, State of Ohio on the 30th day of January, 1998.
STRUCTURAL DYNAMICS RESEARCH CORPORATION
By: /s/ William J. Weyand
William J. Weyand, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints John A.
Mongelluzzo and Jeffrey J. Vorholt, and each of them, jointly and
severally, as his true and lawful attorneys-in-fact and agents,
each with full power of substitution, and 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-3,
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 attorneys-in-fact and agents, or their or his
substitutes, shall do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of
1933, this Registration Statement was signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/S/ William J. Weyand President and February 3, 1998
William J. Weyand Chief Executive
Officer; Director
(Principal Executive Officer)
/S/ Jeffrey J. Vorholt Treasurer and Chief February 3, 1998
Jeffrey J. Vorholt Financial Officer
(Principal Financial and
Accounting Officer)
/S/ William P. Conlin Director February 3, 1998
William P. Conlin
/S/ Bannus B. Hudson Director February 3, 1998
Bannus B. Hudson
/S/ John E. McDowell Director February 3, 1998
John E. McDowell
/S/ James W. Nethercot Director February 3, 1998
James W. Nethercot
/S/ Arthur B. Sims Director February 3, 1998
Arthur B. Sims
/S/ Gilbert R.
Whitaker, Jr. Director February 3, 1998
Gilbert R. Whitaker, Jr.<PAGE>
EXHIBIT 5 and 23.1
Charles F. Hertlein, Jr.
(513) 977-8315
Structural Dynamics Research Corporation
2000 Eastman Drive
Milford, Ohio 45150
Ladies and Gentlemen:
This opinion is rendered for use in connection with the
Registration Statement on Form S-3, prescribed pursuant to the
Securities Act of 1933, to be filed by Structural Dynamics
Research Corporation (the "Company") with the Securities and
Exchange Commission on or about February 1, 1998, under which
1,500,000 shares of the Company's Common Stock without par value
("Common Stock") are to be registered.
We hereby consent to the filing of this opinion as Exhibits 5
and 23.1 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 Amended Certificate of Incorporation and Amended Bylaws
and the record of proceedings of the stockholders and 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, such 1,500,000 shares of Company Common Stock will be
legally and validly issued and outstanding, fully-paid and
nonassessable.
Very truly yours,
DINSMORE & SHOHL LLP
/s/ Charles F. Hertlein, Jr.
Charles F. Hertlein, Jr.
Encl.<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of our report dated January 24, 1997, which appears on
Page 38 of the 1996 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, 1996. We also consent
to the incorporation by reference of our report on the Financial
Statement Schedule, which appears in such Annual Report on Form
10-K. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
Price Waterhouse LLP
Cincinnati, Ohio
February , 1998
