<PAGE>
As filed with the Securities and Exchange Commission on March 27, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________
MARCAM CORPORATION
(Exact Name of registrant as specified in its charter)
MASSACHUSETTS 04-2711580
(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
95 WELLS AVENUE, NEWTON, MASSACHUSETTS 02159
(Address of principal executive offices) (Zip Code)
MARCAM CORPORATION 1994 STOCK PLAN
(Full title of the plan)
_____________________________
GEORGE A. CHAMBERLAIN, 3D
CHIEF FINANCIAL OFFICER
MARCAM CORPORATION
95 WELLS AVENUE
NEWTON, MASSACHUSETTS 02159
(617) 965-0220
(Name, address including zip code and telephone number,
including area code, of agent for service)
_____________________________
Copy to:
MARK H. BURNETT, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
HIGH STREET TOWER
125 HIGH STREET
BOSTON, MA 02110
(617) 248-7000
===============================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1994 Stock Plan 1,250,000 shares $13.9375/(1)/ $17,421,875 $5,279.36
Common Stock, $.01
par value
- -------------------------------------------------------------------------------
</TABLE>
/(1)/ The price of $13.9375 per share, which is the average of the high
and low prices reported on the Nasdaq National Market on March 20,
1997, is set forth solely for purposes of calculating the filing fee
pursuant to Rule 457(c).
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
----------------
The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information.
-----------------------------------------------------------
The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b)(1). In accordance
with the rules and regulations of the Commission and the instructions to Form S-
8, such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated in this Registration Statement by reference as of their
respective dates (File No. 0-18674):
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996, filed pursuant to the Exchange Act, which
contains audited financial statements for the fiscal year ended
September 30, 1996.
2. Current Report on Form 8-K filed on December 5, 1996.
3. Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1996.
4. The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on
Form 8-A filed pursuant to Section 12(g) of the Exchange Act on June
29, 1990, as amended on Form 8 as filed with the Commission on August
13, 1990, and
<PAGE>
incorporating by reference the information contained in the
Registrant's S-1 Registration Statement.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein 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 of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interest of Named Experts and Counsel.
-------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 67 of the Massachusetts Business Corporation Law ("Section 67")
provides that a corporation may indemnify its directors and officers to the
extent specified in or authorized by (i) the articles of organization, (ii) a
by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election of directors.
In all instances, the extent to which a corporation provides indemnification to
its directors and officers under Section 67 is optional. The Registrant's
Restated Articles of Organization provide indemnification to the Registrant's
directors and officers to the fullest extent permitted by Massachusetts law,
including circumstances in which indemnification is otherwise discretionary.
The Registrant's Amended and Restated By-laws provide that each director and
officer shall be indemnified by the Registrant against liabilities and expenses
in connection with any legal proceeding to which such officer or director may
become a party by reason of being or having been an officer or director,
provided that such officer or director acted in good faith and in a manner he or
she reasonably believed to be in the best interests of the Registrant, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The Registrant has also entered into indemnity
agreements with each of its directors and certain executive officers, which
agreements require the Registrant to indemnify such individuals to the fullest
extent permitted by Massachusetts law.
The Registrant's Restated Articles of Organization eliminate the
personal liability of the Registrant's directors for monetary damages for breach
of their fiduciary duty as directors to the Registrant and its stockholders,
notwithstanding any provision of law imposing such liability. The Registrant's
Restated Articles of Organization, however, do not eliminate liability of the
Registrant's directors for breach of the
<PAGE>
director's duty of loyalty to the Registrant or its stockholders, acts or
omissions not in good faith or involving intentional misconduct or a knowing
violation of law and actions leading to improper personal benefit to the
director, or under Section 61 or 62 of the Massachusetts Business Corporation
Law.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
- ----------- -----------------------
4.1 Restated Articles of Organization of the Registrant (filed as
Exhibits 3.2 and 4.2 to Registration Statement on Form S-1 (No.
33-35666) and incorporated herein by reference)
4.2 By-laws, as amended and restated, of the Registrant (filed as
Exhibits 3.3 and 4.3 to Registration Statement on Form S-1 (No.
33-35666) and incorporated herein by reference)
4.3 Specimen Stock Certificate (filed as Exhibit 4.4 to Registration
Statement on Form S-1 (No. 33-35666) and incorporated herein by
reference)
4.4* Marcam Corporation 1994 Stock Plan, as amended
4.5 Marcam Corporation 1994 Stock Plan Incentive Stock Option
Agreement (filed as Exhibit 4.5 to Registration Statement on Form
S-8 (No. 333-02518) and incorporated herein by reference)
4.6 Rights Agreement, filed on December 5, 1996, between Registrant
and the First National Bank of Boston, which includes as Exhibit A
the form of Certificate of Vote of Directors Establishing a Series
of a Class of Stock, as Exhibit B the Form of Rights Certificate,
and as Exhibit C the Summary of Rights to Purchase Preferred Stock
(filed as Exhibit 4 to Current Report on Form 8-K dated December
3, 1996 (No. 0-18674) and incorporated herein by reference)
4.7 Certificate of Vote of Directors Establishing a Series of a Class
of Stock for the Series D Convertible Preferred Stock of
Registrant (filed as Exhibit 4 to the Registrant's Current Report
on Form 8-K dated September 29, 1995 (No. 0-18674) and
incorporated herein by reference)
4.8 Certificate of Vote of Directors Establishing a Series of a Class
of Stock for the Series E Convertible Preferred Stock of
Registrant (filed as Exhibit 4 to the Registrant's Current Report
on Form 8-K dated July 23, 1996 (No. 0-18674) and incorporated
herein by reference)
4.9 Certificate of Vote of Directors Establishing a Series or a Class
of Stock of the Registrant (filed as Exhibit 3.1 and 4.2 to
Current Report on Form
<PAGE>
8-K dated June 18, 1993 (No. 0-18674) and incorporated herein by
reference)
4.10 Certificate of Vote of Directors Establishing a Series or a Class
of Stock of the Registrant (filed as Exhibit 3.4 and 4.4 to Annual
Report on Form 10-K for the fiscal year ended September 30, 1993
(No. 0-18674) and incorporated herein by reference)
4.11 Stock Exchange Agreement dated as of April 9, 1991 by and among
the Registrant, Marcam Canada Holding Corporation and William A.
Shaw, Linda Pia Shaw, Randy Reeve, Denise Reeve, John P.
Williamson, and Sheila Kathleen Williamson (filed as Exhibit 2.2
and 4.1 to Current Report on Form 8-K Dated April 9, 1991 (No. 0-
18674) and incorporated herein by reference)
5* Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (contained in its
opinion as Exhibit 5)
23.2* Consent of Coopers & Lybrand L.L.P.
23.3* Consent of KPMG Peat Marwick LLP
24 Power of Attorney (contained in the Signatures)
- ----------------
* Filed herewith.
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:
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be
reflected in the form of prospectus filed
<PAGE>
with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective 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)(1)(ii) do not apply if the
information required to be included in the 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 Securities Exchange Act of 1934 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.
(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 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 Act 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, 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
<PAGE>
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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Marcam Corporation, 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 Newton, Commonwealth of Massachusetts on this
27th day of March, 1997.
MARCAM CORPORATION
By: /s/ George A Chamberlain, 3d
----------------------------
George A. Chamberlain, 3d
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Michael J.
Quinlan, George A. Chamberlain, 3d, and Diane R. Tormey his or her attorneys-in-
fact, each with the power of substitution, for him or her in any and all
capacities, to sign any amendments to this Registration Statement on Form S-8
(including post-effective amendments), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitute or substitutes, may 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ------ -----
<S> <C> <C>
/s/ Michael J. Quinlan President, Chief Executive March 27, 1997
- --------------------------- Officer and Director (Principal
Michael J. Quinlan Executive Officer)
/s/ Paul A. Margolis Chairman of the Board of March 27, 1997
- --------------------------- Directors and Director
Paul A. Margolis
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ John Campbell Director March 27, 1997
- -----------------------------
John Campbell
Chief Financial Officer March 27, 1997
/s/ George A. Chamberlain, 3d (Principal Financial and
Accounting Officer)
- ------------------------------
George A. Chamberlain, 3d
/s/ Richard S. Hickok Director March 27, 1997
- ------------------------------
Richard S. Hickok
/s/ Edward J. Kfoury Director March 27, 1997
- ------------------------------
Edward J. Kfoury
/s/ Dean R. McKay Director March 27, 1997
- ------------------------------
Dean R. McKay
/s/ William E. Ford Director March 27, 1997
- ------------------------------
William E. Ford
/s/ William O. Grabe Director March 27, 1997
- ------------------------------
William O. Grabe
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description of Exhibit Sequential Page Number
- ----------- ---------------------- ----------------------
4.1 Restated Articles of Organization of
the Registrant (filed as Exhibits 3.2
and 4.2 to Registration Statement on
Form S-1 (No. 33-35666) and
incorporated herein by reference)
4.2 By-laws, as amended and restated, of
the Registrant (filed as Exhibits 3.3
and 4.3 to Registration Statement on
Form S-1 (No. 33-35666) and
incorporated herein by reference)
4.3 Specimen Stock Certificate (filed as
Exhibit 4.4 to Registration Statement
on Form S-1 (No. 33-35666) and
incorporated herein by reference)
4.4* Marcam Corporation 1994 Stock Plan, as
amended
4.5 Marcam Corporation 1994 Stock Plan
Incentive Stock Option Agreement (filed
as Exhibit 4.5 to Registration
Statement on Form S-8 (No. 333-02518)
and incorporated herein by reference)
4.6 Rights Agreement, filed on December 5,
1996, between Registrant and the First
National Bank of Boston, which includes
as Exhibit A the form of Certificate of
Vote of Directors Establishing a Series
of a Class of Stock, as Exhibit B the
Form of Rights Certificate, and as
Exhibit C the Summary of Rights to
Purchase Preferred Stock (filed as
Exhibit 4 to Current Report on Form 8-K
dated December 3, 1996 (No. 0-18674)
and incorporated herein by reference)
4.7 Certificate of Vote of Directors
Establishing a Series of a Class of
Stock for the Series D Convertible
Preferred Stock of
<PAGE>
Registrant (filed as Exhibit 4 to
the Registrant's Current Report
on Form 8-K dated September 29,
1995 (No. 0-18674) and incorporated
herein by reference)
4.8 Certificate of Vote of Directors
Establishing a Series of a Class of
Stock for the Series E Convertible
Preferred Stock of Registrant (filed as
Exhibit 4 to the Registrant's Current
Report on Form 8-K dated July 23, 1996
(No. 0-18674) and incorporated herein
by reference)
4.9 Certificate of Vote of Directors
Establishing a Series or a Class of
Stock of the Registrant (filed as
Exhibit 3.1 and 4.2 to Current Report
on Form 8-K dated June 18, 1993 (No.
0-18674) and incorporated herein by
reference)
4.10 Certificate of Vote of Directors
Establishing a Series or a Class of
Stock of the Registrant (filed as
Exhibit 3.4 and 4.4 to Annual Report on
Form 10-K for the fiscal year ended
September 30, 1993 (No. 0-18674) and
incorporated herein by reference)
4.11 Stock Exchange Agreement dated as of
April 9, 1991 by and among the
Registrant, Marcam Canada Holding
Corporation and William A. Shaw, Linda
Pia Shaw, Randy Reeve, Denise Reeve,
John P. Williamson, and Sheila Kathleen
Williamson (filed as Exhibit 2.2 and
4.1 to Current Report on Form 8-K Dated
April 9, 1991 (No. 0-18674) and
incorporated herein by reference)
5* Opinion of Testa, Hurwitz & Thibeault,
LLP
23.1 Consent of Testa, Hurwitz & Thibeault,
LLP (contained in its opinion as
Exhibit 5)
23.2* Consent of Coopers & Lybrand L.L.P.
<PAGE>
23.3* Consent of KPMG Peat Marwick LLP
24 Power of Attorney (contained in the
Signatures)
- ----------------------
* Filed herewith.
<PAGE>
Exhibit 4.4
-----------
As Amended Through December 19, 1996
------------------------------------
MARCAM CORPORATION
1994 STOCK PLAN
1. Purpose. The purpose of the Marcam Corporation 1994 Stock Plan (the
-------
"Plan") is to encourage key employees of Marcam Corporation (the "Company") and
of any present or future parent or subsidiary of the Company (collectively,
"Related Corporations") and other individuals who render services of special
importance to the Company to continue their association with the Company, by
providing favorable opportunities for such persons to participate in the
ownership of the Company and in its future growth through (a) the grant of
options which qualify as "incentive stock options" ("ISOs") under Section 422(b)
of the Internal Revenue Code of 1986, as amended (the "Code"); (b) the grant of
options which do not qualify as ISOs ("Non-Qualified Options"); (c) awards of
stock in the Company ("Awards"); and (d) opportunities to make direct purchases
of stock in the Company ("Purchases"). Both ISOs and Non-Qualified Options are
referred to hereafter individually as an "Option" and collectively as "Options."
Options, Awards and authorizations to make Purchases are referred to hereafter
collectively as "Stock Rights." As used herein, the terms "parent" and
"subsidiary" mean "parent corporation" and "subsidiary corporation,"
respectively, as those terms are defined in Section 424 of the Code.
2. Administration of the Plan.
--------------------------
A. Board or Committee Administration. The Plan shall be administered
---------------------------------
by the Board of Directors of the Company (the "Board") or by a committee
appointed by the Board (the "Committee"); provided, however, that the Plan
shall be administered so that Stock Rights granted under the Plan will
qualify for the benefits provided by Rule 16b-3 (or any successor rule to the
same effect) under the Securities Exchange Act of 1934 and by Section 162(m)
of the Code (or any successor provision to the same effect) and the
applicable regulations thereunder. All references in this Plan to the
Committee shall mean the Board if no Committee has been appointed. Subject
to ratification of the grant or authorization of each Stock Right by the
Board (if so required by applicable state law), and subject to the terms of
the Plan, the Committee shall have the authority to (i) determine to whom
(from among the class of employees eligible under paragraph 3 to receive
ISOs) ISOs shall be granted, and to whom (from among the class of individuals
and entities eligible under paragraph 3 to receive Non-Qualified Options and
Awards and to make Purchases) Non-Qualified Options, Awards and
authorizations to make Purchases may be granted; (ii) determine the time or
times at which Options or Awards shall be granted or Purchases made; (iii)
determine the option price of shares subject to each Option and the purchase
price of shares subject to each
<PAGE>
Purchase, which prices shall not be less than the minimum prices specified in
paragraph 6; (iv) determine whether each Option granted shall be an ISO or a
Non-Qualified Option; (v) determine (subject to paragraph 7) the time or
times when each Option shall become exercisable and the duration of the
exercise period; (vi) determine whether restrictions such as repurchase
options are to be imposed on shares subject to Options, Awards and Purchases
and the nature of such restrictions, if any, and (vii) interpret the Plan and
prescribe and rescind rules and regulations relating to it. If the Committee
determines to issue a Non-Qualified Option, it shall take whatever actions it
deems necessary, under Section 422 of the Code and the regulations
promulgated thereunder, to ensure that such Option is not treated as an ISO.
The interpretation and construction by the Committee of any provisions of the
Plan or of any Stock Right granted under it shall be final unless otherwise
determined by the Board. The Committee may from time to time adopt such rules
and regulations for carrying out the Plan as it may deem advisable. No member
of the Board or the Committee shall be liable for any action or determination
made in good faith with respect to the Plan or any Stock Right granted under
it.
B. Committee Actions. The Committee may select one of its members as
-----------------
its chairman, and shall hold meetings at such time and places as it may
determine. A majority of the Committee shall constitute a quorum, and acts
of a majority of the members of the Committee at a meeting at which a quorum
is present, or acts reduced to or approved in writing by all the members of
the Committee, shall be the valid acts of the Committee. From time to time
the Board may increase the size of the Committee and appoint additional
members thereof, remove members (with or without cause) and appoint new
members in substitution therefor, fill vacancies however caused, or remove
all members of the Committee and thereafter directly administer the Plan.
C. Grant of Stock Rights to Board Members. Subject to the provisions
--------------------------------------
of the first sentence of paragraph 2(A), if applicable, Stock Rights may be
granted to members of the Board. All grants of Stock Rights to members of
the Board shall in all other respects be made in accordance with the
provisions of this Plan applicable to other eligible persons. Members of the
Board who either (i) are eligible to receive grants of Stock Rights pursuant
to the Plan or (ii) have been granted Stock Rights may vote on any matters
affecting the administration of the Plan or the grant of any Stock Rights
pursuant to the Plan, except that no such member shall act upon the granting
to himself of Stock Rights, but any such member may be counted in determining
the existence of a quorum at any meeting of the Committee during which action
is taken with respect to the granting to him of Stock Rights.
3. Eligible Employees and Others. ISOs may be granted only to
-----------------------------
employees of the Company or any Related Corporation. Non-Qualified Options,
Awards and authorizations to make Purchases may be granted to any employee,
officer or director (whether or not also an employee) or consultant of the
Company or any Related Corporation. The Committee may take into consideration a
recipient's individual
<PAGE>
circumstances in determining whether to grant a Stock Right. The granting of any
Stock Right to any individual or entity shall neither entitle that individual or
entity to, nor disqualify him from, participation in any other grant of Stock
Rights.
4. Stock. The stock subject to Stock Rights shall be authorized but
-----
unissued shares of Common Stock of the Company, par value $.01 per share (the
"Common Stock"), or shares of Common Stock reacquired by the Company in any
manner. The aggregate number of shares which may be issued pursuant to the Plan
is three million two hundred fifty thousand (3,250,000), subject to adjustment
as provided in paragraph 13. If any Stock Right granted under the Plan shall
expire or terminate for any reason without having been exercised in full or
shall cease for any reason to be exercisable in whole or in part or shall be
repurchased by the Company, the shares of Common Stock subject to such Stock
Right shall again be available for grants of Stock Rights under the Plan. No
employee of the Company or any Related Corporation may be granted in any
calendar year Options to acquire, in the aggregate, more than one million
(1,000,000) shares of Common Stock under the Plan. If any Option granted under
the Plan shall expire or terminate for any reason without having been exercised
in full or shall cease for any reason to be exercisable in whole or in part, the
unpurchased shares subject to such Option shall be included in the determination
in the aggregate number of shares of Common Stock deemed to have been granted to
such employee under the Plan.
5. Granting of Stock Rights. Stock Rights may be granted under the Plan
------------------------
at any time after September 30, 1994 and prior to September 30, 2004. The date
of grant of Stock Rights under the Plan will be the date specified by the
Committee at the time it grants such Stock Right; provided, however, that such
date shall not be prior to the date on which the Committee acts to approve the
grant. Unless otherwise specified by the Committee in connection with a
particular grant, Options granted under the Plan are intended to qualify as
performance-based compensation under Section 162(m) of the Code and the
regulations thereunder.
6. Minimum Price; ISO Limitations.
------------------------------
A. Price for Non-Qualified Options, Awards and Purchases. The
-----------------------------------------------------
exercise price per share specified in the agreement relating to each Non-
Qualified Option granted, and the purchase price per share of stock granted
in any Award or authorized as a Purchase, under the Plan shall in no event be
less than the minimum legal consideration required therefor under the laws of
Delaware. If Non-Qualified Options granted under the Plan with an exercise
price less than the fair market value per share of Common Stock on the date
of grant are intended to qualify as performance-based compensation under
Section 162(m) of the Code and any applicable regulations thereunder, then,
to the extent required by Section 162(m) of the Code and any applicable
regulations thereunder, the grant of such Options shall be subject to the
approval of the Company's stockholders and such Options shall be exercisable
only upon the attainment of pre-established, objective performance goals
established by the Committee.
<PAGE>
B. Price for ISOs. The exercise price per share specified in the
--------------
agreement relating to each ISO granted under the Plan shall not be less than
the fair market value per share of Common Stock on the date of such grant.
In the case of an ISO to be granted to an employee owning stock possessing
more than ten percent (10%) of the total combined voting power of all classes
of stock of the Company or any Related Corporation, the price per share
specified in the agreement relating to such ISO shall not be less than one
hundred ten percent (110%) of the fair market value per share of Common Stock
on the date of grant. For purposes of determining stock ownership under this
paragraph, the rules of Section 424(d) of the Code shall apply.
C. $100,000 Annual Limitation on ISO Vesting. Each eligible employee
-----------------------------------------
may be granted Options treated as ISOs only to the extent that, in the
aggregate under this Plan and all incentive stock option plans of the Company
and any Related Corporation, ISOs do not become exercisable for the first
time by such employee during any calendar year with respect to stock having a
fair market value (determined at the time the ISOs were granted) in excess of
$100,000. Any Options granted in excess of such limitation shall be
designated as Non-Qualified Options.
D. Determination of Fair Market Value. If, at the time an Option is
----------------------------------
granted under the Plan, the Company's Common Stock is publicly traded, "fair
market value" shall be determined as of the most recent business day
(including the date of grant) for which the prices or quotes discussed in
this sentence are available as of the date such Option is granted and shall
mean (i) if the Common Stock is then traded on a national securities
exchange, the average (on that date) of the high and low prices of the Common
Stock on the principal national securities exchange on which the Common Stock
is traded, or (ii) if the Common Stock is not then traded on a national
securities exchange, the last reported sale price (on that date) of the
Common Stock on the Nasdaq Stock Market's Nasdaq National Market List; or
(iii) if the Common Stock is not reported on the Nasdaq Stock Market's Nasdaq
National Market List, the closing bid price (or average of bid prices) last
quoted (on that date) by an established quotation service for over-the-
counter securities. If the Common Stock is not publicly traded at the time
an Option is granted under the Plan, "fair market value" shall mean the fair
value of the Common Stock as determined by the Committee after taking into
consideration all factors which it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's length.
7. Option Duration. Subject to earlier termination as provided in
---------------
paragraphs 9 and 10 or in the agreement relating to such Option, each Option
shall expire on the date specified by the Committee, but not more than (i) ten
years from the date of grant in the case of Options generally and (ii) five
years from the date of grant in the case of ISOs granted to an employee owning
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Related Corporation, as determined
under paragraph 6(B). Subject to earlier termination as
<PAGE>
provided in paragraphs 9 and 10, the term of each ISO shall be the term set
forth in the original instrument granting such ISO, except with respect to any
part of such ISO that is converted into a Non-Qualified Option pursuant to
paragraph 16.
8. Exercise of Option. Subject to the provisions of paragraphs 9 through
------------------
12, each Option granted under the Plan shall be exercisable as follows:
A. Vesting. The Option shall either be fully exercisable on the date
-------
of grant or shall become exercisable thereafter in such installments as the
Committee may specify.
B. Full Vesting of Installments. Once an installment becomes
----------------------------
exercisable it shall remain exercisable until expiration or termination of
the Option, unless otherwise specified by the Committee.
C. Partial Exercise. Each Option or installment may be exercised at
----------------
any time or from time to time, in whole or in part, for up to the total
number of shares with respect to which it is then exercisable.
D. Acceleration of Vesting. The Committee shall have the right to
-----------------------
accelerate the date on which any installment of any Option becomes
exercisable; provided, however, that the Committee shall not, without the
consent of an optionee, accelerate the permitted exercise date of any
installment of any Option granted to any employee as an ISO (and not
previously converted into a Non-Qualified Option pursuant to paragraph 16) if
such acceleration would violate the annual vesting limitation contained in
Section 422(d) of the Code, as described in paragraph 6(C).
E. In the event of a Change in Control (as hereinafter defined) of the
Company, the date on which all outstanding Stock Rights and all installments
of such Stock Rights may be exercised shall be accelerated to immediately
prior to the time of the Change in Control.
F. For purposes of this Plan and any Stock Rights granted hereunder, a
"Change in Control" shall have occurred if at any time any of the following
events shall occur:
(i) The Company is merged, consolidated or reorganized into or
with another corporation or other legal person, and as a result of
such merger, consolidation or reorganization less than a majority of
the combined voting power of the then-outstanding securities of the
combined corporation or person immediately after such transaction are
held in the aggregate by the holders of the combined voting power of
the then-outstanding securities entitled to vote generally in the
election of directors of the Company ("Voting Stock") immediately
prior to such transaction;
<PAGE>
(ii) The Company sells or otherwise transfers all or
substantially all of its assets to any other corporation or other
legal person, and less than a majority of the combined voting power
of the then-outstanding securities of such corporation or person
immediately after such sale or transfer is held in the aggregate by
the holders of the Voting Stock of the Company immediately prior to
such sale or transfer;
(iii) There is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as promulgated
pursuant to the 1934 Act, disclosing that any person (as the term
"person" is used in Section 13(d)(3) or Section 14(d)(2) or the 1934
Act) has become the beneficial owner (as the term "beneficial owner"
is defined under Rule 13d-3 or any successor rule or regulation
promulgated under the 1934 Act) of securities representing 25% or
more of the Voting Stock;
(iv) The Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the 1934 Act
disclosing in response to Form 8-K or Schedule 14A (or any successor
schedule, form or report or item therein) that a change in control of
the Company has or may have occurred or will or may occur in the
future pursuant to any then-existing contract or transaction; or
(v) If during any period of two consecutive years, individuals
who at the beginning of any such period constitute the directors of
the Company cease for any reason to constitute at least a majority
thereof, unless the election, or the nomination for election by the
Company's stockholders, of each director of the Company first elected
during such period was approved by a vote of at least two-thirds of
the directors then still in office who were directors of the Company
at the beginning of any such period;
provided, however, that notwithstanding the foregoing provisions of this
-----------------
subparagraph F, a "Change in Control" shall not be deemed to have occurred
for purposes of this Plan solely because (i) the Company, (ii) an entity in
which the Company directly or indirectly beneficially owns 50% or more of the
voting securities, (iii) any Company-sponsored employee stock ownership plan
or any other employee benefit plan of the Company, or (iv) any corporation or
legal person approved by the Board prior to the occurrence of the event that,
absent such approval by the Board, would have constituted a Change in
Control, either files or becomes obligated to file a report or a proxy
statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or
Schedule 14A (or any successor schedule, form or report or item therein)
under the 1934 Act, disclosing beneficial ownership by it of shares of Voting
Stock, whether in excess of 25% or otherwise, or because the Company reports
that a change in control of the Company has or may have occurred or will or
may occur in the future by reason of such beneficial ownership.
<PAGE>
9. Termination of Employment. Unless otherwise specified in the
-------------------------
agreement relating to such ISO, if an ISO optionee ceases to be employed by the
Company and all Related Corporations other than by reason of death or disability
as defined in paragraph 10, no further installments of his ISOs shall become
exercisable, and, subject to paragraph 16, his ISOs shall terminate no later
than the earlier of (a) 90 days after the date of termination of his employment,
and (b) their specified expiration dates. For purposes of this paragraph 9,
employment shall be considered as continuing uninterrupted during any bona fide
leave of absence (such as those attributable to illness, military obligations or
governmental service) provided that the period of such leave does not exceed 90
days or, if longer, any period during which such optionee's right to
reemployment is guaranteed by statute. A bona fide leave of absence with the
written approval of the Committee shall not be considered an interruption of
employment under this paragraph 9, if such written approval contractually
obligates the Company or any Related Corporation to continue the employment of
the optionee after the approved period of absence. ISOs granted under the Plan
shall not be affected by any change of employment within or among the Company
and Related Corporations, so long as the optionee continues to be an employee of
the Company or any Related Corporation. Nothing in the Plan shall be deemed to
give any grantee of any Stock Right the right to be retained in employment or
other service by the Company or any Related Corporation for any period of time.
10. Death; Disability.
-----------------
A. Death. If an ISO optionee ceases to be employed by the Company and
-----
all Related Corporations by reason of his death, any ISO of his may be
exercised, for the number of shares for which he could have exercised it on
the date of his death, by his estate, personal representative or beneficiary
who has acquired the ISO by will or by the laws of descent and distribution,
until no later than the earlier of (a) the specified expiration date of the
ISO and (b) 180 days from the date of the optionee's death.
B. Disability. If an ISO optionee ceases to be employed by the
----------
Company and all Related Corporations by reason of his disability, he shall
have the right to exercise any ISO held by him on the date of termination of
employment, for the number of shares for which he could have exercised it on
that date until no later than the earlier of the specified expiration date of
the ISO or 180 days from the date of the termination of the optionee's
employment. For the purposes of the Plan, the term "disability" shall mean
"permanent and total disability" as defined in Section 22(e)(3) of the Code
or any successor statute.
11. Assignability. No Stock Right shall be assignable or transferable by
-------------
the grantee except by will, by the laws of descent and distribution or, in the
case of Non-Qualified Options only, pursuant to a valid domestic relations
order. Except as set forth in the preceding sentence, during the lifetime of a
grantee each Stock Right shall be exercisable only by such grantee.
<PAGE>
12. Terms and Conditions of Options. Options shall be evidenced by
-------------------------------
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 and may contain such other
provisions as the Committee deems advisable which are not inconsistent with the
Plan, including restrictions applicable to shares of Common Stock issuable upon
exercise of Options. The Committee may specify that any Non-Qualified Option
shall be subject to the restrictions set forth herein with respect to ISOs, or
to such other termination and cancellation provisions as the Committee may
determine. The Committee may from time to time confer authority and
responsibility on one or more of its own members and/or one or more officers of
the Company to approve the form of the instruments to evidence Stock Rights and
to execute and deliver such instruments. The proper officers of the Company are
authorized and directed to take any and all action necessary or advisable from
time to time to carry out the terms of such instruments.
13. Adjustments. Upon the occurrence of any of the following events, an
-----------
optionee's rights with respect to Stock Rights granted to him hereunder shall be
adjusted as hereinafter provided, unless otherwise specifically provided in the
written agreement between the optionee and the Company relating to such Stock
Right:
A. Stock Dividends and Stock Splits. If the shares of Common Stock
--------------------------------
shall be subdivided or combined into a greater or smaller number of shares or
if the Company shall issue any shares of Common Stock as a stock dividend on
its outstanding Common Stock, the number of shares of Common Stock
deliverable upon the exercise of Stock Rights shall be increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase
price per share to reflect such subdivision, combination or stock dividend.
B. Consolidations or Mergers. In the event of a Change in Control of
-------------------------
the Company and subject to Section 8(E) hereof, the Committee or the board
of directors of any entity assuming the obligations of the Company hereunder
(the "Successor Board"), shall, as to outstanding Stock Rights, either (i)
make appropriate provision for the continuation of such Stock Rights by
substituting on an equitable basis for the shares of Common Stock then
subject to such Stock Rights the consideration receivable by holders of
outstanding shares of Common Stock in connection with the Acquisition; (ii)
upon written notice to the optionees, provide that all Stock Rights must be
exercised, to the extent then exercisable, within a specified number of days
of the date of such notice, at the end of which period the Stock Rights shall
terminate; or (iii) terminate all Stock Rights in exchange for a cash payment
equal to the excess of the fair market value of the shares of Common Stock
subject to such Stock Rights (to the extent then exercisable) over the
exercise price thereof.
<PAGE>
C. Recapitalization or Reorganization. If the Company is merged,
----------------------------------
consolidated or reorganized into or with another corporation or other legal
person, or if the Company sells or otherwise transfers all or substantially
all of its assets to any other corporation or other legal person, pursuant to
which securities of the Company or of another corporation, cash or other
property are issued with respect to the outstanding shares of Common Stock,
and such transaction does not constitute a Change in Control, a holder of a
Stock Right upon exercising a Stock Right shall be entitled to receive for
the purchase price paid upon such exercise the securities, cash or other
property he would have received if he had exercised his Stock Right prior to
such merger, consolidation, reorganization or sale.
D. Modification of ISOs. Notwithstanding the foregoing, any
--------------------
adjustments made pursuant to subparagraphs A, B or C with respect to ISOs
shall be made only after the Committee, after consulting with counsel for the
Company, determines whether such adjustments would constitute a
"modification" of such ISOs (as that term is defined in Section 424 of the
Code) or would cause any adverse tax consequences for the holders of such
ISOs. If the Committee determines that such adjustments made with respect to
ISOs would constitute a modification of such ISOs or would cause adverse tax
consequences to the holders, it may refrain from making such adjustments.
E. Dissolution or Liquidation. In the event of the proposed
--------------------------
dissolution or liquidation of the Company, each Stock Right will terminate
immediately prior to the consummation of such proposed action or at such
other time and subject to such other conditions as shall be determined by the
Committee.
F. Issuances of Securities. Except as expressly provided herein, no
-----------------------
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of shares subject to Stock Rights. No adjustments shall be made for
dividends paid in cash or in property other than securities of the Company.
G. Fractional Shares. No fractional shares shall be issued under the
-----------------
Plan, and the optionee shall receive from the Company cash in lieu of such
fractional shares.
H. Adjustments. Upon the happening of any of the events described in
-----------
subparagraphs A, B or C above, the class and aggregate number of shares set
forth in paragraph 4 that are subject to Options which previously have been
or subsequently may be granted under the Plan shall also be appropriately
adjusted to reflect the events described in such subparagraphs. The
Committee or the Successor Board shall determine the specific adjustments to
be made under this paragraph 13 and, subject to paragraph 2, its
determination shall be conclusive.
<PAGE>
14. Means of Exercising Options. An Option (or any part or installment
---------------------------
thereof) shall be exercised by giving written notice to the Company at its
principal office address. Such notice shall identify the Option being exercised
and specify the number of shares as to which such Option is being exercised,
accompanied by full payment of the purchase price therefor either (a) in United
States dollars in cash or by check, (b) at the discretion of the Committee,
through delivery of shares of Common Stock having a fair market value equal as
of the date of the exercise to the cash exercise price of the Option, (c) at the
discretion of the Committee, by delivery of the grantee's personal recourse note
bearing interest payable not less than annually at no less than 100% of the
lowest applicable Federal rate, as defined in Section 1274(d) of the Code, (d)
at the discretion of the Committee and consistent with applicable law, through
the delivery of an assignment to the Company of a sufficient amount of the
proceeds from the sale of the Common Stock acquired upon exercise of the Option
and an authorization to the broker or selling agent to pay that amount to the
Company, which sale shall be at the participant's direction at the time of
exercise, or (e) at the discretion of the Committee, by any combination of (a),
(b), (c) and (d) above. If the Committee exercises its discretion to permit
payment of the exercise price of an ISO by means of the methods set forth in
clauses (b), (c), (d) or (e) of the preceding sentence, such discretion shall be
exercised in writing at the time of the grant of the ISO in question. The
holder of an Option shall not have the rights of a shareholder with respect to
the shares covered by such Option until the date of issuance of a stock
certificate to such holder for such shares. Except as expressly provided above
in paragraph 13 with respect to changes in capitalization and stock dividends,
no adjustment shall be made for dividends or similar rights for which the record
date is before the date such stock certificate is issued.
15. Term and Amendment of Plan. This Plan was adopted by the Board as of
--------------------------
November 3, 1994, subject, with respect to the validation of ISOs granted under
the Plan, to approval of the Plan by the stockholders of the Company at the next
meeting of stockholders or, in lieu thereof, by written consent. If the
approval of stockholders is not obtained prior to September 30, 1995, any grants
of ISOs under the Plan made prior to that date will be rescinded. The Plan
shall expire at the end of the day on September 30, 2004 (except as to Options
outstanding on that date). Subject to the provisions of paragraph 5, Stock
Rights may be granted under the Plan prior to the date of stockholder approval
of the Plan. The Board may terminate or amend the Plan in any respect at any
time, except that, without the approval of the stockholders obtained within 12
months before or after the Board adopts a resolution authorizing any of the
following actions: (a) the total number of shares that may be issued under the
Plan may not be increased (except by adjustment pursuant to paragraphs 4 and
13); (b) the benefits accruing to participants under the Plan may not be
materially increased; (c) the requirements as to eligibility for participation
in the Plan may not be materially modified; (d) the provisions of paragraph 3
regarding eligibility for grants of ISOs may not be modified; (e) the provisions
of paragraph 6(B) regarding the exercise price at which shares may be offered
pursuant to ISOs may not be modified (except by adjustment pursuant to paragraph
13); (f) the expiration date of the Plan may not be extended; and (g) the Board
may not take any action which would cause the Plan to fail to comply with Rule
16b-3. In no event
<PAGE>
may action of the Board or stockholders alter or impair the rights of a grantee,
without his consent, under any Stock Right previously granted to him.
16. Conversion of ISOs into Non-Qualified Options. The Committee, at the
---------------------------------------------
written request or with the written consent of any optionee, may in its
discretion take such actions as may be necessary to convert such optionee's ISOs
(or any installments or portions of installments thereof) that have not been
exercised on the date of conversion into Non-Qualified Options at any time prior
to the expiration of such ISOs, regardless of whether the optionee is an
employee of the Company or a Related Corporation at the time of such conversion.
Such actions may include, but shall not be limited to, extending the exercise
period or reducing the exercise price of the appropriate installments of such
ISOs. At the time of such conversion, the Committee (with the consent of the
optionee) may impose such conditions on the exercise of the resulting Non-
Qualified Options as the Committee in its discretion may determine, provided
that such conditions shall not be inconsistent with this Plan. Nothing in the
Plan shall be deemed to give any optionee the right to have such optionee's ISOs
converted into Non-Qualified Options, and no such conversion shall occur until
and unless the Committee takes appropriate action.
17. Application of Funds. The proceeds received by the Company from the
--------------------
sale of shares pursuant to Options granted under the Plan shall be used for
general corporate purposes.
18. Notice to Company of Disqualifying Disposition. By accepting an ISO
----------------------------------------------
granted under the Plan, each optionee agrees to notify the Company in writing
immediately after he makes a Disqualifying Disposition (as described in Sections
421, 422 and 424 of the Code and regulations thereunder) of any stock acquired
pursuant to the exercise of ISOs granted under the Plan. A Disqualifying
Disposition is generally any disposition occurring on or before the later of (a)
the date two years following the date the ISO was granted or (b) the date one
year following the date the ISO was exercised.
19. Withholding of Taxes. Upon the exercise of a Non-Qualified Option,
--------------------
the grant of an Award, the making of a Purchase of Common Stock for less than
its fair market value, the making of a Disqualifying Disposition (as defined in
paragraph 18), the vesting or transfer of restricted stock or securities
acquired on the exercise of an Option hereunder, or the making of a distribution
or other payment with respect to such stock or securities, the Company may
withhold taxes in respect of amounts that constitute compensation includible in
gross income. The Committee in its discretion may condition (i) the exercise of
an Option, (ii) the grant of an Award, (iii) the making of a Purchase of Common
Stock for less than its fair market value, or (iv) the vesting or
transferability of restricted stock or securities acquired by exercising an
Option, on the grantee's making satisfactory arrangement for such withholding.
Such arrangement may include payment by the grantee in cash or by check of the
amount of the withholding taxes or, at the discretion of the Committee, by the
grantee's delivery of previously held shares of Common Stock or the withholding
from the shares of Common Stock otherwise
<PAGE>
deliverable upon exercise of a Stock Right having an aggregate fair market value
equal to the amount of such withholding taxes.
20. Governmental Regulation. The Company's obligation to sell and deliver
-----------------------
shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares.
Government regulations may impose reporting or other obligations on the
Company with respect to the Plan. For example, the Company may be required to
send tax information statements to employees and former employees that exercise
ISOs under the Plan, and the Company may be required to file tax information
returns reporting the income received by grantees of Stock Rights in connection
with the Plan.
21. Governing Law; Construction. The validity and construction of the
---------------------------
Plan and the instruments evidencing Stock Rights shall be governed by the laws
of the Commonwealth of Massachusetts.
<PAGE>
Date Approved by Board of Directors: November 3, 1994.
Date Approved by Shareholders: February 21, 1995.
Dates Amended by Board of Directors: November 14, 1995.
February 12, 1996.
December 19, 1996.
Dates Amendments Approved by Shareholders: February 13, 1996.
February 12, 1997.
<PAGE>
Exhibit 5
---------
March 27, 1997
Marcam Corporation
95 Wells Avenue
Newton, Massachusetts 02159
RE: Registration Statement on Form S-8 Relating to the 1994 Stock Plan, as
amended, of Marcam Corporation (the "Plan")
Ladies and Gentlemen:
We are of the opinion that the 1,250,000 shares of Common Stock, par value
$.01 per share, proposed to be issued by Marcam Corporation (the "Company")
pursuant to the Company's 1994 Stock Plan, as amended, will be validly issued,
fully paid and nonassessable after issuance of such shares in accordance with
the terms of the Plan.
We are further of the opinion that no action of any governmental authority
is necessary for the issue and sale of Common Stock by the Company except that
the above Registration Statement shall have become effective and such action as
may be necessary under the securities laws of the several states shall have been
taken.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
Exhibit 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this registration statement of
Marcam Corporation on Form S-8 of our report dated October 24, 1996, on our
audits of the consolidated financial statements of Marcam Corporation as of
September 30, 1996 and 1995, and for each of the two years in the period
ended September 30, 1996, which report is included in the Annual Report on Form
10-K of Marcam Corporation for the year ended September 30, 1996.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
March 27, 1997
<PAGE>
Exhibit 23.3
------------
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Marcam Corporation:
We consent to incorporation by reference in this Registration Statement on Form
S-8 of Marcam Corporation of our report dated October 20, 1994, relating to the
consolidated statement of operations, stockholders' equity, and cash flows of
Marcam Corporation and subsidiaries for the year ended September 30, 1994,
which report appears in the September 30, 1996 annual report on Form 10-K
of Marcam Corporation.
KPMG Peat Marwick LLP
Boston, Massachusetts
March 27, 1997
