<PAGE> 1
As filed with the Securities and Exchange Commission on July 27, 1998
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)
----------------
<TABLE>
<S> <C> <C>
DELAWARE 7372 94-2250509
- ------------------------ --------------------------- ---------------------------------
(State of Incorporation) (Primary Standard Industrial) (I.R.S. Employer Identification No.)
Classification Code Number
</TABLE>
----------------
100 COOPER COURT
LOS GATOS, CALIFORNIA 95032
----------------------------------------
(Address of principal executive offices)
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, CA 95032
(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
3000 EL CAMINO REAL
PALO ALTO, CA 94306-2155
(650) 843-5000
----------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------- ---------------------- ------------------------- -------------------------- -------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO OFFERING PRICE PER AGGREGATE OFFERING PRICE
BE REGISTERED AMOUNT TO BE SHARE (1) (1) AMOUNT OF REGISTRATION
REGISTERED FEE
- -------------------------- ---------------------- ------------------------- ------------------------ -------------------------
<S> <C> <C> <C> <C>
Common Stock (par value
$.001) 500,000 $13.25 $6,625,000 $1,955
- -------------------------- ---------------------- ------------------------- ------------------------ -------------------------
</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 sales price of Registrant's
Common Stock on July 24, 1998 as reported on The Nasdaq National Market
System.
2
<PAGE> 3
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NOS. 33-32992; 33-35033; 33-49114;
33-66430; 33-81708; 33-87824; AND 333-10803
The contents of Registration Statement on Form S-8 Nos. 33-32992; 33-35033;
33-49114; 33-66430; 33-81708; 33-87824; and 333-10803, filed with the Securities
and Exchange Commission on January 17, 1990; May 24, 1990; July 1, 1992; July
22, 1993; July 18, 1994; December 23, 1994; and August 26, 1996, respectively,
are incorporated by reference herein.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<S> <C>
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.
</TABLE>
<PAGE> 4
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 City of Los Gatos, State of California, on July 22, 1998.
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.
II-1
<PAGE> 5
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/ Robert G. Teresi Chairman of the Board, President July 22, 1998
- ------------------------- and Chief Executive Officer
Robert G. Teresi (Principal Executive Officer)
/s/ Blanche M. Sutter Executive Vice President July 22, 1998
- ------------------------- Chief Financial Officer and
Blanche M. Sutter Secretary (Principal Financial
and Accounting Officer)
/s/ Betsy S. Atkins Director July 22, 1998
- -------------------------
Betsy S. Atkins
/s/ James K. Dutton Director July 22, 1998
- -------------------------
James K. Dutton
/s/ Joseph J. Francesconi Director July 22, 1998
- -------------------------
Joseph J. Francesconi
/s/ Robert J. Frankenberg Director July 22, 1998
- -------------------------
Robert J. Frankenberg
</TABLE>
II-2
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
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 signature page II-1.
</TABLE>
<PAGE> 1
EXHIBIT 5
[CAERE LETTERHEAD]
July 27, 1998
Caere Corporation
100 Cooper Court
Los Gatos, CA 95032
Ladies and Gentlemen:
I am General Counsel of Caere Corporation (the "Company") and am rendering this
opinion with the 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 of up to
500,000 shares of the Company's Common Stock, $.001 par value (the "Shares") ,
pursuant to its 1981 Incentive Stock Option Plan and 1981 Supplemental Stock
Option Plan (the "Plans").
In connection with this opinion, I have examined the Registration Statement and
related Prospectuses, the Certificate of Incorporation and By-laws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as I deem 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 Plans, the Registration
Statement and related Prospectuses, 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/ Jo-Anne Sinclair
------------------------
Jo-Anne Sinclair
General Counsel
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Caere Corporation:
We consent to incorporation herein by reference in the registration statement
dated July 27, 1998, on Form S-8 of Caere Corporation of our report dated
January 26, 1998, relating to the consolidated balance sheets of Caere
Corporation and subsidiaries as of December 31, 1997 and 1996, 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, 1997, and our
report dated March 24, 1998, relating to the financial statement schedule, which
reports appear or are incorporated by reference in the December 31, 1997,
annual report on Form 10-K of Caere Corporation.
/s/ KPMG Peat Marwick LLP
--------------------------------
KPMG Peat Marwick LLP
Mountain View, California
July 27, 1998
