<PAGE> 1
As filed with the Securities and Exchange Commission on December 30, 1994
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IMRS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1326879
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
777 LONG RIDGE ROAD, STAMFORD, CONNECTICUT 06902
(Address of Principal Executive Offices) (Zip Code)
____________________
IMRS INC. 1991 STOCK PLAN
(Full title of the plan)
JAMES A. PERAKIS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
IMRS INC.
777 LONG RIDGE ROAD, STAMFORD, CONNECTICUT 06902
(Name and address of agent for service of process)
203-321-3500
(Telephone number, including area code, of agent for service)
____________________
Copies to:
James P. O'Hare, Esq. William A. Perrone, Esq.
TESTA, HURWITZ & THIBEAULT KLEBAN & SAMOR, P.C.
53 State Street 2425 Post Road
Boston, Massachusetts 02109 Southport, Connecticut 06490
(617) 248-7000 (203) 255-4646
<PAGE> 2
- 2 -
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- ------------ ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
IMRS INC. 1991 STOCK PLAN
Common Stock (Par 260,500 shares $22.72(1) $ 5,918,560 $2,041
Value $.01)
Common Stock (Par 239,500 shares $38.25(2) $ 9,160,895 $3,159
Value $.01)
Total 500,000 shares $15,079,455 $5,200
- --------------------
<FN>
(1) All such shares are issuable upon exercise of outstanding options with
fixed exercise prices. Pursuant to Regulation C, Rule 457(h)(1) under the Securities
Act of 1933, as amended, the aggregate offering price and the fee have been computed
upon the basis of the price at which the options may be exercised.
(2) None of such shares are subject to outstanding options. The exercise price of
such options shall be determined at the time of grant. Accordingly, pursuant to Rule
457(h)(1), the price of $38.25 per share, which is the average of the high and low
prices reported on the National Association of Securities Dealers Automated Quotation
System on December 27, 1994, is set forth solely for purposes of calculating the filing fee.
</TABLE>
<PAGE> 3
- 3 -
This Registration Statement registers additional securities of the same
class as other securities for which a registration statement filed on this form
relating to the 1991 Stock Plan is effective. Pursuant to General Instruction
E, the Registrant incorporates the information identified in Part II below from
the Registrant's Registration Statement on Form S-8 (Registration No. 33-44127).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
<TABLE>
Item 8. Exhibits.
--------
<CAPTION>
Exhibit No. Description of Exhibit
----------- ----------------------
<S> <C>
5 Opinion of Testa, Hurwitz & Thibeault.
23.1 Consent of Testa, Hurwitz & Thibeault
(contained in its opinion as Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (contained in page 4 of this
Registration Statement).
</TABLE>
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Stamford and the State of Connecticut, on this 30th
day of December, 1994.
IMRS INC.
By: /s/ James A. Perakis
----------------------------
James A. Perakis
President and
Chief Executive Officer
We, the undersigned officers and directors of IMRS Inc., hereby
severally constitute and appoint James A. Perakis and Lucy Rae Ricciardi, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities
indicated below, the registration statement on Form S-8 filed herewith and in
any and all amendments (including post-effective amendments) to said
registration statement, and generally to do all things in our names and on our
behalf in our capacities as officers and directors to enable IMRS Inc. to
comply with the provisions of the Securities Act of 1933, as amended, all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any
of them, to said registration statement and all amendments thereto.
<TABLE>
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 date indicated.
<CAPTION>
Signature Title(s) Date
- --------- -------- ----
<S> <C> <C>
/s/ James A. Perakis President, Chief Executive Officer and December 30, 1994
- ----------------------- Director (principal executive officer)
James A. Perakis
/s/ Lucy Rae Ricciardi Chief Financial Officer December 30, 1994
- ------------------------ (principal financial and accounting officer)
Lucy Rae Ricciardi
/s/ Gary G. Greenfield Director December 30, 1994
- ------------------------
Gary G. Greenfield
/s/ Harry S. Gruner Director December 30, 1994
- ------------------------
Harry S. Gruner
/s/ William W. Helman IV Director December 30, 1994
- ------------------------
William W. Helman IV
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C>
/s/ Marco Arese Lucini Director December 30, 1994
- --------------------------
Marco Arese Lucini
/s/ Aldo Papone Director December 30, 1994
- --------------------------
Aldo Papone
Director December , 1994
- --------------------------
Robert W. Thomson
</TABLE>
<PAGE> 6
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Description of Exhibit
- ------- ----------------------
<S> <C>
5 Opinion of Testa, Hurwitz &
Thibeault.
23.1 Consent of Testa, Hurwitz &
Thibeault (contained in its opinion
as Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (see page 4 of
Registration Statement).
</TABLE>
<PAGE> 1
EXHIBIT 5
---------
December 30, 1994
IMRS Inc.
777 Long Ridge Road
Stamford, CT 06902
Re: Registration Statement on Form S-8 Relating to
the IMRS Inc. 1991 Stock Plan (the "Plan")
----------------------------------------------
Ladies and Gentlemen:
Reference is made to the above-captioned Registration Statement on
Form S-8 (the "Registration Statement") filed by IMRS Inc., a Delaware
corporation (the "Company"), on December 30, 1994 with the Securities
and Exchange Commission under the Securities Act of 1933, as amended,
relating to an aggregate of 500,000 shares of Common Stock, $.01 par
value, of the Company (the "Shares").
In rendering this opinion, we have examined original executed copies
of the Registration Statement and a copy of the Plan. We have reviewed
the Restated Certificate of Incorporation and the Amended and Restated
By-Laws of the Company, both as amended, and the records of the Board
of Directors and stockholder proceedings of the Company. We have
examined such other certificates, documents, public records and
materials (and have made such inquiry of officers and employees of the
Company) as we have deemed necessary in connection with this opinion.
As to matters of fact, we have relied, without making independent
verification, on certificates of officers of the Company.
We are members only of the Bar of the Commonwealth of Massachusetts
and are not expert in, and express no opinion regarding, the laws of
any jurisdictions other than the Commonwealth of Massachusetts, the
General Corporation Law of the State of Delaware and the United States
of America.
Based upon and subject to the foregoing, we are of the opinion that:
(1) the Shares issued or proposed to be issued by the Company
pursuant to the Plan will be, upon receipt of the consideration
provided for in the Plan, legally issued, fully paid and nonassessable
after issuance of such Shares in accordance with the terms of the
Plan.
<PAGE> 2
IMRS Inc.
December 30, 1994
Page 2
(2) no action of any governmental authority is necessary for the
issuance and sale of the Shares by the Company except that the above
Registration Statement shall have become effective and such action as
may be necessary under the securities laws of the several states shall
have been taken.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/S/ TESTA, HURWITZ & THIBEAULT
TESTA, HURWITZ & THIBEAULT
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of IMRS Inc. dated December 30, 1994, pertaining to the
IMRS Inc. 1991 Stock Plan, of our report dated July 22, 1994, except for Note K,
as to which the date is September 27, 1994, with respect to the consolidated
financial statements and schedules of IMRS Inc. incorporated by reference in
its Annual Report (Form 10-K) for the year ended June 30, 1994 filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Stamford, Connecticut
December 30, 1994
