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As filed with the Securities and Exchange Commission on November 26, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ANALOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
OREGON 93-0892014
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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9205 S.W. Gemini Drive, Beaverton, Oregon 97008
(Address, including zip code, of Principal Executive Offices)
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AMENDED AND RESTATED ANALOGY, INC. 1993 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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Gary P. Arnold
President and Chief Executive Officer
Analogy, Inc.
9205 S.W. Gemini Drive, Beaverton, Oregon 97008
(503) 626-9700
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
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with copies to:
Stephen M. Going, Esq.
Ater Wynne Hewitt Dodson & Skerritt, LLP
222 S.W. Columbia, Suite 1800, Portland, Oregon 97201
(503) 226-1191
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Share (1) Aggregate Offering Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, no
par value 200,000 shares $ 5.50 $ 1,100,000 $ 333.34
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h)(1), the aggregate offering price is based on the
average of high and low per share sales prices of the Registrant's Common
Stock as reported on the Nasdaq National Market System on September 25,
1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement is filed in accordance with the
provisions of General Instruction E to Form S-8 for the purpose of
registering additional shares of Common Stock for offer and sale under the
Amended and Restated Analogy, Inc. 1993 Stock Incentive Plan, for which a
registration statement on Form S-8 (File No. 333-27515) is already effective.
Except to the extent that exhibits are filed herewith, the contents of
Analogy, Inc.'s registration statement on Form S-8 (File No. 333-27515) are
hereby incorporated by reference.
ITEM 8. EXHIBITS
Number Description
------ -----------
5.0 Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to
the legality of the securities being registered
23.1 Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP
(included in legal opinion filed as Exhibit 5.0)
23.2 Consent of KPMG Peat Marwick LLP
24.0 Powers of Attorney (included in signature page in Part II
of the Registration Statement)
99.0 Amended and Restated Analogy, Inc. 1993 Stock Incentive
Plan (incorporated by reference to Exhibit 10.3 of the
Company's Registration Statement on Form S-1 (Commission
File No. 333-00266))
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
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the registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that subparagraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those subparagraphs
is contained in periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(b) The undersigned registrant hereby undertakes that, for the purpose
of determining liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(d) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such a director, officer or
controlling person in connection with securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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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 Beaverton, State of Oregon, on this
24th day of November, 1997.
ANALOGY, INC.
By: /s/ Gary P. Arnold
--------------------------------
Gary P. Arnold
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gary P. Arnold and Terrence A. Rixford, and
each of them singly, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign the registration statement filed
herewith and any or all amendments to said registration statement (including
post-effective amendments), 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 and about the foregoing, 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 substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Witness our hands on the date set forth below.
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.
[SIGNATURES ON FOLLOWING PAGE]
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<PAGE>
Signature Title Date
--------- ----- ----
/s/ Gary P. Arnold
- --------------------------- Chairman of the Board,
Gary P. Arnold President and Chief
Executive Officer
(Principal
Executive Officer) 11/24/97
/s/ Terrence A. Rixford
- --------------------------- Vice President, Finance
Terrence A. Rixford and Administration
(Principal Financial 11/24/97
and Accounting Officer)
/s/ Robert L. Cattoi
- --------------------------- Director 11/24/97
Robert L. Cattoi
/s/ John H. Faehndrich
- --------------------------- Director 11/24/97
John H. Faehndrich
/s/ Neil E. Goldschmidt
- --------------------------- Director 11/24/97
Neil E. Goldschmidt
/s/ Frank Roehr
- --------------------------- Director 11/24/97
Frank Roehr
/s/ Charles E. Sporck
- --------------------------- Director 11/24/97
Charles E. Sporck
/s/ Martin Vlach
- --------------------------- Director 11/24/97
Martin Vlach
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INDEX TO EXHIBITS
Exhibit Page
Number Exhibit No.
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5.0 Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to
the legality of the securities being registered
23.1 Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP
(included in legal opinion filed as Exhibit 5.0)
23.2 Consent of KPMG Peat Marwick LLP
24.0 Powers of Attorney (included in signature page in Part II
of the Registration Statement)
99.0 Amended and Restated Analogy, Inc. 1993 Stock Incentive
Plan (incorporated by reference to Exhibit 10.3 of the
Company's Registration Statement on Form S-1 (Commission
File No. 333-00266))
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Exhibit 5.0
Ater Wynne Hewitt Dodson & Skerritt, LLP
222 SW Columbia, Suite 1800
Portland, Oregon 97201
Phone (503) 226-1191
Fax (503) 226-0079
November 26, 1997
Board of Directors
Analogy, Inc.
9205 SW Gemini Drive
Beaverton, Oregon 97008
Gentlemen:
In connection with the registration of 200,000 shares of common stock, no
par value (the "Shares"), of Analogy, Inc., an Oregon corporation (the
"Company"), under the Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission on September 26, 1997, and the proposed offer
and sale of the Common Stock pursuant to the terms of the Company's Amended and
Restated 1993 Stock Incentive Plan (the "1993 Plan"), we have examined such
corporate records, certificates of public officials and officers of the Company
and other documents as we have considered necessary or proper for the purpose of
this opinion.
Based on the foregoing and having regard to legal issues which we deem
relevant, it is our opinion that the Shares to be offered pursuant to the 1993
Plan, when such Shares have been delivered against payment therefor as
contemplated by the 1993 Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned registration statement.
Very truly yours,
/s/ Ater Wynne Hewitt Dodson & Skerritt, LLP
Ater Wynne Hewitt Dodson & Skerritt, LLP
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EXHIBIT 23.2
Independent Auditors' Consent
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The Board of Directors
Analogy, Inc.:
We consent to the use of our report, dated May 9, 1997, incorporated herein by
reference.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Portland, Oregon
November 26, 1997
