As filed with the Securities and Exchange Commission on April 20, 1998
Registration No. 333-27619
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAERE CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 7372 94-2250509
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer Identification No.)
Classification Code Number)
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100 Cooper Court
Los Gatos, California 95032
(408)395-7000
(Address, including zip code and telephone number, including
area code,of Registrant's principal executive offices)
Robert G. Teresi
Chairman and Chief Executive Officer
100 Cooper Court
Los Gatos, California 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
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<PAGE>
Termination of Offering and Removal
Of Securities from Registration
Pursuant to an undertaking made in Item 17 of the Registration
Statement as filed with the Commission on May 22, 1997, the Registrant hereby
removes from registration 252,000 shares of Common Stock of the Registrant.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 April 20, 1998.
CAERE CORPORATION
By: /s/ Blanche M. Sutter
Blanche M. Sutter
Executive Vice President,
Chief Financial Officer,
and Secretary
<PAGE>
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capabilities and on the date indicated.
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SIGNATURE TITLE DATE
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/s/Robert G. Teresi Chairman of the Board, President and April 20, 1998
------------------ Chief Executive Officer
Robert G. Teresi (Principal Executive Officer)
/s/Blanche M. Sutter Executive Vice President, Chief April 20, 1998
--------------------- Financial Officer and Secretary
Blanche M. Sutter (Principal Financial and
Accounting Officer)
/s/James K. Dutton* Director April 20, 1998
--------------------
James K. Dutton
/s/ Robert J. Frankenberg* Director April 20, 1998
----------------------------
Robert J. Frankenberg
*By: /s/Blanche M. Sutter
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Blanche M. Sutter
Attorney-in-Fact
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