As filed with the Securities and Exchange Commision on July 10, 1997
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 of Incorporation) (I.R.S. Employer Identification No.)
100 Cooper Court
Los Gatos, California 95030
(Address of principal executive offices)
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)
Copies to:
Lee F. Benton, Esq.
Cooley Godward LLP
Five Palo Alto Square
Palo Alto, California 94306
(415) 843-5000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
========================== ---------------------- ------------------------- -------------------------- =========================
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Price
be Registered Registered Share (1) (1) Amount of Registration
Fee
========================== ====================== ========================= ========================== =========================
Stock Options and Common
Stock (par value $.001)
500,000 $7.4375 $3,718.750.00 $1,126.89
========================== ====================== ========================= ========================== =========================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and aggregate
offering price are based upon the closing price of Registrant's Common Stock on
July 9, 1997 as reported on the Nasdaq National Market.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NOS. 33-81680 and 333-02293
The contents of Registration Statements on Form S-8 Nos. 33-81680 and
333-02293, respectively, filed with the Securities and Exchange Commission on
July 18, 1994 and April 3, 1996, respectively, are incorporated herein by
reference.
EXHIBITS
Exhibit
Number
5 Opinion of Counsel
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Counsel is contained in Exhibit 5 to this Registration
Statement
24 Power of Attorney is contained on the signature page II-1
<PAGE>
SIGNATURES
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 Town of Los Gatos, State of California, on July 10,
1997.
CAERE CORPORATION
By:/s/ Blanche M. Sutter
Blanche M. Sutter
Executive 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 or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her 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 or she 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 or her substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
/s/Robert G. Teresi President, Chief Executive Officer and July 10, 1997
Robert G. Teresi Chairman of the Board of Directors
(Chief Executive Officer)
/s/Blanche M. Sutter Executive Vice President, Chief July 10, 1997
Blanche M. Sutter Financial Officer and Secretary
(Principal Financial Officer)
/s/James K. Dutton Director July 10, 1997
James K. Dutton
/s/Robert J. Frankenberg Director July 10, 1997
Robert J. Frankenberg
/s/Frederick W. Zuckerman Director July 10, 1997
Frederick W. Zuckerman
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Counsel
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Counsel is contained in Exhibit 5 to this
Registration Statement
24 Power of Attorney is contained on the signature page II-1
<PAGE>
EXHIBIT 5
July 10, 1997
Caere Corporation
100 Cooper Court
Los Gatos, California 95030
Ladies and Gentlemen:
I am General Counsel of Caere Corporation (the "Company") and am rendering this
opinion with respect to certain matters in connection with the filing by the
Company of a Registration Statement on Form S 8 (the "Registration Statement")
with the Securities and Exchange Commission covering the offering and sale of up
to 500,000 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, I 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 in my judgment are necessary as a basis for this opinion.
On the basis of the foregoing, and in reliance thereon, I am 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 (except as to shares issued pursuant to certain deferred payment
arrangements, which will be fully paid and nonassessable when such deferred
payments are made in full).
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
By: /s/Mark D. McLaughlin
Mark D. McLaughlin
General Counsel
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors and Stockholders
Caere Corporation
We consent to incorporation herein by reference of our reports dated January 28,
1997, relating to the consolidated balance sheets of Caere Corporation and
subsidiaries as of December 31, 1996 and 1995, 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, 1996, and the related
schedule, which repors appear, or are incorporated by reference in the December
31, 1996, annual report on Form 10-K of Caere Corporation.
/s/ KPMG Peat Marwick LLP
San Jose, California
July 10, 1997
