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As filed with the Securities and Exchange Commission on December 29, 1995
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HYPERION SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-1326879
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 LONG RIDGE ROAD, STAMFORD, CONNECTICUT 06902
(Address of Principal Executive Offices) (Zip Code)
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HYPERION SOFTWARE CORPORATION 1991 STOCK PLAN
(Full title of the plan)
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JAMES A. PERAKIS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HYPERION SOFTWARE CORPORATION
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)
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Copy to:
JAMES P. O'HARE, ESQ.
TESTA, HURWITZ & THIBEAULT
125 HIGH STREET
BOSTON, MASSACHUSETTS 02110
(617) 248-7000
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration fee
share(1) price
<S> <C> <C> <C> <C>
Common Stock, par 1,600,000 $18.63 $29,808,000 $10,279
value $.01
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</TABLE>
(1) Pursuant to Rule 457(h)(1), the price of $18.63 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 22, 1995, is set forth
solely for purposes of calculating the filing fee.
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This Registration Statement registers additional securities of the same
class as other securities for which registration statements filed on this form
relating to the 1991 Stock Plan are effective. Pursuant to General Instruction
E, the Registrant incorporates the information identified in Part II below from
the Registrant's Registration Statements on Form S-8 (Registration No. 33-44127
and Registration No. 33-57145).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
5.1 Opinion of Testa, Hurwitz & Thibeault.
23.1 Consent of Testa, Hurwitz & Thibeault
(contained in its opinion as Exhibit 5.1).
23.2 Consent of Ernst & Young.
24.1 Power of Attorney (contained in page 3 of this
Registration Statement).
</TABLE>
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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 15th
day of December, 1995.
HYPERION SOFTWARE CORPORATION
By: /s/ James A. Perakis
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James A. Perakis
President and
Chief Executive Officer
We, the undersigned officers and directors of Hyperion Software
Corporation, 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 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 Hyperion Software
Corporation 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.
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.
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<CAPTION>
Signature Title(s) Date
- --------- -------- ----
<S> <C> <C>
/s/ James A. Perakis President, Chief Executive Officer and Director December 15, 1995
- -----------------------------
James A. Perakis
/s/ Gary G. Greenfield Director December 18, 1995
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Gary G. Greenfield
Director
- -----------------------------
Harry S. Gruner
/s/ William W. Helman IV Director December 28, 1995
- -----------------------------
William W. Helman IV
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<TABLE>
<S> <C> <C>
/s/ Marco Arese Lucini Director December 15, 1995
- -----------------------------
Marco Arese Lucini
Director
- -----------------------------
Aldo Papone
Director
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Robert W. Thomson
/s/ Lucy Rae Ricciardi Senior Vice President and Chief Financial December 15, 1995
- ----------------------------- Officer
Lucy Rae Ricciardi
/s/ Michael A. Manto Corporate Controller December 15, 1995
- -----------------------------
Michael A. Manto
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- ------- ----------------------
<S> <C>
5.1 Opinion of Testa, Hurwitz & Thibeault.
23.1 Consent of Testa, Hurwitz & Thibeault
(contained in its opinion as Exhibit
5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (see page 3 of
Registration Statement).
</TABLE>
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EXHIBIT 5.1
December 22, 1995
Hyperion Software Corporation
777 Long Ridge Road
Stamford, Connecticut 06902
RE: Registration Statement on Form S-8
Relating to the Hyperion Software Corporation 1991 Stock Plan
(hereinafter the "Plan")
Ladies and Gentlemen:
Reference is made to the above-captioned Registration Statement on Form
S-8 (the "Registration Statement") to be filed by Hyperion Software Corporation
(the "Company") on or about December 27, 1995 with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to an
aggregate of 1,600,000 shares of Common Stock, $.01 par value, of the Company
issued or issuable pursuant to the Plan (the "Shares").
We are counsel to the Company and are familiar with the proceedings of
its stockholders and Board of Directors. We have examined original or certified
copies of the Company's certificate of incorporation, as amended, the Company's
by-laws, the corporate records of the Company to the date hereof, and such other
certificates, documents, records and materials as we have deemed necessary in
connection with this opinion letter.
We are members of the Bar of the Commonwealth of Massachusetts and are
not expert in, and express no opinion regarding, the laws of any jurisdiction
other than the Commonwealth of Massachusetts, the General Corporation Law of the
State of Delaware and the United States of America.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and sold in accordance with the Plan, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ TESTA, HURWITZ & THIBEAULT
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TESTA, HURWITZ & THIBEAULT
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Hyperion Software Corporation 1991 Stock
Plan, of our report dated July 20, 1995, with respect to the consolidated
financial statements and schedule of Hyperion Software Corporation (formerly
IMRS, Inc.) included in its Annual Report (Form 10-K) for the year ended June
30, 1995 filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
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ERNST & YOUNG LLP
Stamford, Connecticut
December 15, 1995
