As filed with the Securities and Exchange Commission on August 23, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
CAERE CORPORATION
(Exact name of registrant as specified in its charter)
__________________
DELAWARE 94-2250509
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
__________________
100 Cooper Court
Los Gatos, California 95030
(Address of Principal Executive Offices)
__________________
1992 Non-Employee Directors' Stock Option Plan
1981 Incentive Stock Option Plan
1981 Supplemental Stock Option Plan
(Full title of the plans)
Robert G. Teresi
President and Chief Executive Officer
Caere Corporation
100 Cooper Court
Los Gatos, California 95030
(408) 395-7000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
__________________
Copies to:
Lee F. Benton, Esq.
Cooley Godward Castro Huddleson & Tatum
Five Palo Alto Square, Suite 400
Palo Alto, California 94306
__________________
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Share(1) Price(1) Fee
Common Stock 175,000 $9.8125 $1,717,187.50 $592.13
(par value $.001)
(1) Estimated solely for the purpose of calculating the amount of the registration fee. The price per
share and aggregate offering price are based upon the average of the high and low sales price of
Registrant's Common Stock on August 22, 1996 as reported on the NASDAQ National Market System.
Approximate date of commencement of proposed sale to the public: As soon as practicable after this
Registration Statement becomes effective.
</TABLE>
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS
ON FORM S-8 NOS. 33-49114; 33-66430; 33-81708; 33-87824 and 33-86140
The contents of the Registration Statement on Form S-8 No. 33-49114;
33-66430; 33-81708; 33-87824 and 33-86140 filed with the Securities and Exchange
Commission on July 1, 1992; July 22, 1993; July 18, 1994; December 23, 1994 and
June 6, 1995 are incorporated by reference herein.
EXHIBITS
Exhibit
Number
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum
23.1 Consent of KPMG Peat Marwick L.L.P.
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained
in Exhibit 5.1 to this Registration Statement
23.3 Consent of Coopers & Lybrand, L.L.P.
24 Power of Attorney is contained on the signature pages.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Gatos, County of Santa Clara,
State of California, on August 19, 1996.
CAERE CORPORATION
By /s/ Blanche M. Sutter
Blanche M. Sutter
Senior Vice President,
Chief Financial Officer and
Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert G. Teresi and Blanche M. Sutter,
and each or any one of them, 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
(including post-effective 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
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
<PAGE>
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>
<S> <C> <C>
Signature Title Date
/s/ Robert G. Teresi President, Chief Executive August 19, 1996
Robert G. Teresi Officer, Chairman of the
Board and Director
(Principal Executive
Officer)
/s/ Blanche M. Sutter Senior Vice President, August 19, 1996
Blanche M. Sutter Chief Financial Officer
and Secretary (Principal
Financial and Accounting
Officer)
/s/ James K. Dutton Director August 19, 1996
James K. Dutton
/s/ Wayne E. Rosing Director August 19, 1996
Wayne E. Rosing
/s/ Frederick W. Zuckerman Director August 19, 1996
Frederick W. Zuckerman
</TABLE>
<PAGE>
August 23, 1996
Caere Corporation
100 Cooper Court
Los Gatos, California 95030
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Caere Corporation (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to 175,000 shares
of the Company's Common Stock, $.001 par value, (the "Shares") pursuant to its
1992 Non-Employee Directors' Stock Option Plan, 1981 Incentive Stock Option Plan
and 1981 Supplemental Stock Option Plan (the "Plans"). In connection with this
opinion, we have examined the Registration Statement and related Prospectuses,
your Certificate of Incorporation and By-laws, as amended, and such other
documents, records, certificates, memoranda and other instruments as we deem
necessary as a basis for this opinion. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof. On the basis of the foregoing, and in
reliance thereon, we are of the opinion that the Shares, when sold and issued in
accordance with the Plans, the Registration Statement and related Prospectuses,
will be validly issued, fully paid, and nonassessable. We consent to the filing
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
By: /s/ Lee F. Benton
Lee F. Benton
<PAGE>
Consent of Independent Auditors
The Board of Directors and Stockholders
Caere Corporation:
We consent to the use of our reports dated January 26, 1996, relating to
the consolidated balance sheets of Caere Corporation and subsidiaries as of
December 31, 1995 and 1994, and the related consolidated statements of earnings,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1995, and the related schedule, incorporated herein by
reference, which reports appear in the December 31, 1995, annual report on Form
10-K of Caere Corporation.
/s/ KPMG Peat Marwick LLP
San Jose, California
August 23, 1996
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Caere Corporation on Form S-8 of our report dated March 4, 1994, on our audit
of the financial statements of Calera Recognition Systems, Inc. as of December
31, 1993, and for the year ended, which report is included in the Annual Report
on Form 10-K.
/s/ Coopers & Lybrand LLP
COOPERS & LYBRAND L.L.P.
August 23, 1996
San Jose, California
