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As filed with the Securities and Exchange Commission on January 7, 1998
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
MATHSOFT, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
Massachusetts 04-2842217
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
101 Main Street, Cambridge, Massachusetts 02142
(Address of Principal Executive Offices) (Zip Code)
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MATHSOFT, INC.
AMENDED AND RESTATED 1992 STOCK PLAN
(Full title of the plan)
Charles J. Digate
MATHSOFT, INC.
101 Main Street
Cambridge, MA 02142
(Name and address of agent for service)
(617) 577-1017
(Telephone number, including area code, of agent for service)
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Copy to:
Gordon H. Hayes
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
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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 registration
to be registered registered offering price per share(1) aggregate offering fee(2)
price(1)
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<S> <C> <C> <C> <C>
Common Stock, 600,000 $2.70315 $1,621,890 $478.50
par value $.01
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
(2) Pursuant to Rule 457(c) under the Securities Exchange Act of 1933, the
registration fee has been calculated based upon the average of the high and low
prices per share of Common Stock on the Nasdaq SmallCap Market on January 5,
1998.
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This Registration Statement registers additional securities of the same
class as other securities for which: (i) the Registration Statement No. 33-58560
on Form S-8 as filed with the Securities and Exchange Commission on February 19,
1993, relating to the MathSoft, Inc. Amended and Restated 1992 Stock Plan, (ii)
the Registration Statement No. 33-72162 on Form S-8 as filed with the Securities
and Exchange Commission on November 24, 1993, relating to the MathSoft, Inc.
Amended and Restated 1992 Stock Plan, (iii) the Registration Statement
No. 33-87542 on Form S-8 as filed with the Securities and Exchange Commission on
December 16, 1994, relating to the MathSoft, Inc. Amended and Restated 1992
Stock Plan, (iv) the Registration Statement No. 33-99618 on Form S-8 as filed
with the Securities and Exchange Commission on November 20, 1995, relating to
the MathSoft, Inc. Amended and Restated 1992 Stock Plan, and (v) the
Registration Statement No. 333-16005 as filed with the Securities and Exchange
Commission on November 13, 1996, relating to the MathSoft, Inc. Amended and
Restated 1992 Stock Plan, are effective. Pursuant to General Instruction E, the
contents of the above-listed Registration Statements are hereby incorporated by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS
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Exhibit No. Description of Exhibit
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5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (contained in Page 3 of this Registration
Statement).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Cambridge, Commonwealth of Massachusetts, on the
7th day of January, 1998.
MATHSOFT, INC.
Date: January 7, 1998 By: /s/ Charles J. Digate
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Charles J. Digate
President, Chief Executive Officer and Chairman
of the Board of Directors
POWER OF ATTORNEY AND SIGNATURES
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 pre-effective and 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 Exchange Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
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SIGNATURE TITLE(s) DATE:
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<S> <C> <C>
/s/ Richard A. D'Amore Director January 7, 1998
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Richard A. D'Amore
/s/ Charles J. Digate President, Chief Executive January 7, 1998
- ------------------------- and Chairman of the Board
Charles J. Digate of Directors (Principal
Executive Officer)
/s/ Charles H. Federman Director January 7, 1998
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Charles H. Federman
/s/ Robert P. Orlando Vice President, Finance and January 7, 1998
- ------------------------- Administration, Chief Financial
Robert P. Orlando Officer, Treasurer and Clerk
(Principal Financial and
Accounting Officer)
/s/ Steven R. Vana-Paxhia Director January 7, 1998
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Steven R. Vana-Paxhia
/s/ June L. Rokoff Director January 7, 1998
- -------------------------
June L. Rokoff
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit
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<S> <C>
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (contained in Page 3 of this Registration
Statement)
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EXHIBIT 5.1
[Letterhead of Testa, Hurwitz & Thibeault, LLP]
January 7, 1998
MathSoft, Inc.
101 Main Street
Cambridge, MA 02142
RE: Registration Statement on Form S-8 Relating to the
Amended and Restated 1992 Stock Plan (the "1992 Plan")
Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on
Form S-8 (the "Registration Statement") filed by MathSoft, Inc. (the "Company")
on the date hereof with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to an aggregate of 600,000 shares
of Common Stock, $.01 par value, of the Company issuable pursuant to the 1992
Plan (the "Shares").
We have examined, are familiar with, and have relied as to factual
matters solely upon, copies of the 1992 Plan, the Third Restated Articles of
Organization and Amended and Restated By-Laws of the Company, the minute books
and stock records of the Company and originals of such other documents,
certificates and proceedings as we have deemed necessary for the purpose of
rendering this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the 1992 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, LLP
TESTA, HURWITZ & THIBEAULT, LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated August 1, 1997
included in MathSoft, Inc.'s Annual Report on Form 10-K for the year ended
June 30, 1997 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
Boston, Massachusetts
January 5, 1998
