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As filed with the Securities and Exchange Commission on December 23, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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)
9205 S.W. GEMINI DRIVE, BEAVERTON, OREGON 97008
(Address, including zip code, of Principal Executive Offices)
ANALOGY, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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)
with copies to:
STEPHEN M. GOING, ESQ.
ATER WYNNE LLP
222 S.W. COLUMBIA, SUITE 1800, PORTLAND, OREGON 97201
(503) 226-1191
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price per Share (1) Aggregate Offering Price Registration Fee
- --------------------------------- ----------------- ----------------------------- --------------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 75,000 shares $2.125 $159,375 $42.08
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h)(1), the Proposed Maximum
Offering Price amounts are based on the average of the high and low
sale prices of the Registrant's Common Stock as reported on the Nasdaq
National Market System on December 20, 1999.
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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 Analogy, Inc. 1996 Employee
Stock Purchase Plan, for which a registration statement on Form S-8 (File No.
333-09351) 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. 333-09351) are hereby incorporated by reference.
ITEM 8. EXHIBITS
Number Description
------ -----------
5.0 Opinion of Ater Wynne LLP as to the legality of the
securities being registered
23.1 Consent of Ater Wynne LLP (included in legal opinion
filed as Exhibit 5.0)
23.2 Consent of KPMG LLP
24.0 Powers of Attorney (included in signature page in
Part II of the Registration Statement)
99.0 Analogy, Inc. 1996 Employee Stock Purchase Plan,
(incorporated by reference to the Company's
Registration Statement on Form S-8
(File No. 333-09351)
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
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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 with or furnished to the Commission 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 20th day of
December, 1999.
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 Martin Vlach 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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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Gary P. Arnold Chairman of the Board, President
- ------------------ and Chief Executive Officer
Gary P. Arnold (Principal Executive Officer)
(Principal Financial Officer) 11/20/99
/S/ ROBERT L. CATTOI Director 11/20/99
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Robert L. Cattoi
/S/ JOHN H. FAEHNDRICH Director 11/20/99
- ----------------------
John H. Faehndrich
Director 11/__/99
- ----------------------
Neil E. Goldschmidt
/S/ FRANK ROEHR Director 11/20/99
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Frank Roehr
/S/ CHARLES E. SPORK Director 11/20/99
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Charles E. Spork
/S/ MARTIN VLACH Director 11/20/99
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Martin Vlach
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER EXHIBIT NO.
------- ------- ----
<S> <C> <C>
5.0 Opinion of Ater Wynne LLP as to the legality of the
securities being registered
23.1 Consent of Ater Wynne LLP (included in legal opinion
filed as Exhibit 5.0)
23.2 Consent of KPMG LLP
24.0 Powers of Attorney (included in signature page in Part II
of the Registration Statement)
99.0 Analogy, Inc. 1996 Employee Stock Purchase Plan,
(incorporated by reference to the Company's Registration
Statement on Form S-8 (File No. 333-09351)
</TABLE>
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Exhibit 5.0
Ater Wynne LLP
222 SW Columbia, Suite 1800
Portland, Oregon 97201
Phone (503) 226-1191
Fax (503) 226-0079
December 23, 1999
Board of Directors
Analogy, Inc.
9205 SW Gemini Drive
Beaverton, Oregon 97008
Gentlemen:
In connection with the registration of 75,000 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 December 23, 1999, and the proposed offer
and sale of the Shares pursuant to the terms of the Company's 1996 Employee
Stock Purchase Plan (the "1996 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 1996
Plan, when such Shares have been delivered against payment therefor as
contemplated by the 1996 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 LLP
Ater Wynne 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 7, 1999, incorporated herein by
reference.
KPMG LLP
Portland, Oregon
December 22, 1999
