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As filed with the Securities and Exchange Commission on May 20, 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 to Amount to be Proposed Maximum Offering Proposed Maximum Amount of
be Registered Registered Price per Share (1) Aggregate Offering Price (1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, no
par value 1,341,419 shares Not Applicable $5,955,900.36 $1,804.82
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</TABLE>
(1) Pursuant to Rule 457(h)(1), the aggregate offering price is based on the
exercise prices of outstanding options and 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
May 14, 1997 for options not yet granted.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
Registration Statement:
(a) The Annual Report on Form 10-K of the Company for the fiscal year
ended March 31, 1996, as filed with the Securities and Exchange Commission (the
"SEC") on June 28, 1996 pursuant to Sections 13(a) and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act").
(b) The Quarterly Report on Form 10-Q of the Company for the quarter ended
June 30, 1996 as filed with the SEC on August 12, 1996; the Quarterly Report on
Form 10-Q of the Company for the quarter ended September 30, 1996 as filed with
the SEC on November 13, 1996; and the Quarterly Report on Form 10-Q of the
Company for the quarter ended December 31, 1996 as filed with the SEC on
February 11, 1997.
(c) The Registration Statement on Form 8-A of the Company as filed with
the SEC on February 12, 1996.
(d) All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and before the date of filing of a post-effective
amendment to this Registration Statement stating that all securities offered
have been sold or which deregisters all securities then remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As an Oregon corporation the Company is subject to the Oregon Business
Corporation Act ("OBCA") and the exculpation from liability and indemnification
provisions contained therein. Pursuant to Section 60.047(2)(d) of the OBCA,
Article IV of the Company's Restated Articles of Incorporation (the "Articles")
eliminates the liability of the Company's directors to the Company or its
shareholders, except for any liability related to breach of the duty of loyalty,
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actions not in good faith and certain other liabilities. Article V of the
Articles requires the Company to indemnify its directors and officers to the
fullest extent not prohibited by law.
Section 60.387, ET SEQ., of the OBCA allows corporations to indemnify their
directors and officers against liability where the director or officer has acted
in good faith and with a reasonable belief that actions taken were in the best
interests of the corporation or at least not adverse to the corporation's best
interests and, if in a criminal proceeding, the individual had no reasonable
cause to believe the conduct in question was unlawful. Under the OBCA,
corporations may not indemnify against liability in connection with a claim by
or in the right of the corporation in which the director or officer was adjudged
liable to the corporation, but may indemnify against the reasonable expenses
associated with such claims. Corporations may not indemnify against breaches of
the duty of loyalty. The OBCA mandates indemnification against all reasonable
expenses incurred in the successful defense of any claim made or threatened
whether or not such claim was by or in the right of the corporation. Finally, a
court may order indemnification if it determines that the director or officer is
fairly and reasonably entitled to indemnification in view of all the relevant
circumstances whether or not the director or officer met the good faith and
reasonable belief standards of conduct set out in the statute.
The OBCA also provides that the statutory indemnification provisions are
not deemed exclusive of any other rights to which directors or officers may be
entitled under a corporation's articles of incorporation or bylaws, any
agreement, general or specific action of the board of directors, vote of
shareholders or otherwise.
Effective as of March 22, 1996, the Company entered into indemnity
agreements with Gary P. Arnold, Dr. Martin Vlach, Robert L. Cattoi, John H.
Faehndrich, Neil E. Goldschmidt, Frank Roehr and Charles E. Spork, each of whom
is a member of the Board of Directors (Messrs. Arnold and Vlach are also
officers of the Company). Effective as of March 22, 1996, the Company also
entered into indemnity agreements with Terence A. Rixford, R. Douglas Johnson,
David W. Smith, Dr. Ian E. Getreu, Douglas L. Goodman, Marcy L. Edwards and
Douglas H. Lundin, each of whom is an officer of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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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 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.
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(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.
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 20th day of May,
1997.
ANALOGY, INC.
By: /s/ Gary P. Arnold
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Gary P. Arnold
President and Chief Executive Officer
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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
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/s/ Gary P. Arnold
- --------------------------- Chairman of the Board,
Gary P. Arnold President and Chief
Executive Officer
(Principal
Executive Officer) 05/20/97
/s/ Terrence A. Rixford
- --------------------------- Vice President, Finance
Terrence A. Rixford and Administration
(Principal Financial 05/20/97
and Accounting Officer)
/s/ Robert L. Cattoti
- --------------------------- Director 05/20/97
Robert L. Cattoi
/s/ John H. Faehndrich
- --------------------------- Director 05/20/97
John H. Faehndrich
/s/ Neil E. Goldschmidt
- --------------------------- Director 05/20/97
Neil E. Goldschmidt
/s/ Frank Roehr
- --------------------------- Director 05/20/97
Frank Roehr
/s/ Charles E. Spork
- --------------------------- Director 05/20/97
Charles E. Spork
/s/ Martin Vlach
- --------------------------- Director 05/20/97
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))
<PAGE>
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
May 20, 1997
Board of Directors
Analogy, Inc.
9205 SW Gemini Drive
Beaverton, Oregon 97008
Gentlemen:
In connection with the registration of 1,341,419 shares of common stock, no
par value (the "Common Stock"), 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 May 20, 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 of Common Stock 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
The Board of Directors
Analogy, Inc.:
We consent to the use of our report, dated May 13, 1996, incorporated herein by
reference.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Portland, Oregon
May 19, 1997
