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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 1997
REGISTRATION NO. 33-74848
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO.1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MATHSOFT, INC.
(Exact Name of Registrant as Specified in its Charter.)
MASSACHUSETTS 04-2842217
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
101 MAIN STREET, CAMBRIDGE, MASSACHUSETTS 02142 (617) 577-1017
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
CHARLES J. DIGATE
President and Chief Executive Officer
MATHSOFT, INC.
101 Main Street
Cambridge, Massachusetts 02142
(617) 577-1017
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copy to:
GORDON H. HAYES, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
High Street Tower, 125 High Street
Boston, Massachusetts 02110
(617) 248-7000
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The Registrant hereby removes from registration 280,245 shares (the "Unsold
Shares") of common stock, $.01 par value per share, that have not been sold or
transferred pursuant to this Registration Statement (all shares originally
registered hereunder being referred to as the "Offered Shares"). As of February
7, 1997, the 280,245 Unsold Shares were owned by the following stockholders:
John Hancock Leasing Corporation 18,500; and R. Douglas Martin 261,745. By the
terms of this Registration Statement and an Asset Purchase Agreement among the
Registrant and certain holders of Offered Shares, the Registrant was required to
keep this Registration Statement effective until June 30, 1996. As of February
7, 1997, 90,032 Offered Shares had been sold or otherwise transferred by the
following stockholders under this Registration Statement: Matthew J. Schlitz
72,707; Corum Group Ltd. 11,845; Patrick Clark 2,090; and Silicon Valley Bank
3,390. Pursuant to the Registrant's Undertaking in Item 17 of this Registration
Statement, the Registrant hereby removes from registration the 280,245 Unsold
Shares that have not been sold or otherwise transferred pursuant to this
Registration Statement prior to the date hereof.
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POWER OF ATTORNEY AND SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to this Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Cambridge,
Commonwealth of Massachusetts on February 25, 1997.
MATHSOFT, INC.
By: /s/ Charles J. Digate
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Charles J. Digate
President and Chief Executive Officer
We, the undersigned officers and directors of MathSoft, Inc., hereby severally
constitute and appoint Charles J. Digate, Robert P. Orlando and Gordon H. Hayes,
and each of them singly, our true and lawful attorneys, with full power to them
and each of them singly, to sign for us in our names in the capacities indicated
below, all post-effective amendments to this registration statement and
generally do all things in our names and on our behalf in such capacities to
enable MathSoft, Inc., to comply with the provisions of the Securities Act of
1933, as amended and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to this Registration Statement has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
SIGNATURE TITLE(S) DATE:
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/s/ Richard A. D'Amore Director February 25, 1997
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Richard A. D'Amore
/s/ Charles J. Digate President, Chief Executive February 25, 1997
- - --------------------------- Officer and Chairman of the
Charles J. Digate Board of Directors (Principal
Executive Officer)
/s/ Charles H. Federman Director February 25, 1997
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Charles H. Federman
/s/ Robert P. Orlando Vice President, Finance and February 25, 1997
- - --------------------------- Administration, Chief Financial
Robert P. Orlando Officer, Treasurer and Clerk
(Principal Financial and
Accounting Officer)
/s/ June L. Rokoff Director February 25, 1997
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June L. Rokoff
/s/ Steven R. Vana-Paxhia Director February 25, 1997
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Steven R. Vana-Paxhia
