As filed with the Securities and Exchange Commission on April 3, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CAERE CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 94-2250509
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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100 Cooper Court
Los Gatos, California 95030
(Address of Principal Executive Offices)
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1990 Employee Stock Purchase 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)
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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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<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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
<S> <C> <C> <C> <C>
Common Stock 150,000 $8.0625 $1,209,375 $417.03
(par value $.001)
</TABLE>
(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 March 29, 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.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT
ON FORM S-8 NO. 33-81680
The contents of the Registration Statement on Form S-8 No. 33-81680
filed with the Securities and Exchange Commission on July 18, 1994 are
incorporated by reference herein.
EXHIBITS
Exhibit
Number
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum
23.1 Consent of KPMG Peat Marwick LLP
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 LLP
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 April 2, 1996.
CAERE CORPORATION
By /s/ Blanche M. Sutter
Blanche M. Sutter
Vice President, Finance,
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>
Signature Title Date
<S> <C> <C>
/s/ Robert G. Teresi President, Chief Executive April 2, 1996
- ----------------------------
Robert G. Teresi Officer, Chairman of the
Board and Director
(Principal Executive
Officer)
/s/ Blanche M. Sutter Vice President, Finance, April 2, 1996
- ---------------------------
Blanche M. Sutter Chief Financial Officer
and Secretary (Principal
Financial and Accounting
Officer)
/s/ James K. Dutton Director April 2, 1996
- ---------------------------
James K. Dutton
/s/ Wayne E. Rosing Director April 2, 1996
- --------------------------
Wayne E. Rosing
/s/ Frederick W. Zuckerman Director April 2, 1996
- ------------------------------
Frederick W. Zuckerman
</TABLE>
<PAGE>
Exhibit 5.1
April 3, 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 150,000 shares of the Company's Common
Stock, $.001 par value (the "Shares"), pursuant to its 1990 Employee Stock
Purchase Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, 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 Plan, the
Registration Statement and related Prospectus, 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>
Exhibit 23.1
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, or are incorporated by reference, in the
December 31,1995, annual report on Form 10-K of Caere Corporation.
KPMG Peat Marwick LLP
San Jose, California
April 3, 1996
<PAGE>
Exhibit 23.3
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 then ended, which report is included in the annual
Report on Form 10-K.
COOPERS & LYBRAND LLP
April 3, 1996
San Jose, California
