As filed with the Securities and Exchange Commission on September 14, 2000
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
MATHSOFT, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2842217
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
101 Main Street, Cambridge, Massachusetts 02142
(Address of Principal Executive Offices) (Zip Code)
____________________
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)
____________________
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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Title of Securities Amount to be Proposed maximum Proposed maximum Amount of registration
to be registered registered offering price per share(1) aggregate offering price(1) fee(1)
------------------- ------------ ---------------------------- ---------------------------- ------------------------
<S> <C> <C> <C> <C>
Common Stock, 750,000 $ 2.2031 $ 1,652,325 $ 436.22
par value $.01
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(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee based upon
the average of the high and low prices per share as reported on the Nasdaq
Smallcap Market on September 13, 2000.
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This registration statement registers additional securities of the same
class as other securities for which the following registration statements are
effective:
- registration statement no. 33-58560 on Form S-8 as filed with the SEC
on February 19, 1993, relating to the MathSoft Amended and Restated
1992 Stock Plan
- registration statement no. 33-72162 on Form S-8 as filed with the SEC
on November 24, 1993, relating to the MathSoft Amended and Restated
1992 Stock Plan
- registration statement no. 33-87542 on Form S-8 as filed with the SEC
on December 16, 1994, relating to the MathSoft Amended and Restated
1992 Stock Plan
- registration statement no. 33-99618 on Form S-8 as filed with the SEC
on November 20, 1995, relating to the MathSoft Amended and Restated
1992 Stock Plan
- registration statement no. 333-16005 on Form S-8 as filed with the SEC
on November 13, 1996, relating to the MathSoft Amended and Restated
1992 Stock Plan
- registration statement no. 333-43833 on Form S-8 as filed with the SEC
on January 7, 1998, relating to the MathSoft Amended and Restated 1992
Stock Plan
- registration statement no. 333-87097 on Form S-8 as filed with the SEC
on September 14, 1999, relating to the MathSoft Amended and Restated
1992 Stock Plan.
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 3. Incorporation of Documents by Reference
-------------------------------------------
The following documents filed with the SEC are incorporated by reference in
this registration statement (File No. 0-020992):
- MathSoft's annual report on Form 10-K for the fiscal year ended
December 31, 1999
- MathSoft's quarterly report on Form 10-Q for the quarter ended March
31, 2000
- MathSoft's quarterly report on Form 10-Q for the quarter ended June
30, 2000
- MathSoft's current report on Form 8-K, dated July 21, 2000
- MathSoft's current report on Form 8-K, dated May 18, 2000
- MathSoft's current report on Form 8-K, dated April 13, 2000
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- MathSoft's current report on Form 8-K, dated January 14, 2000 and
- The "Description of Capital Stock" contained in MathSoft's
registration statement on Form 8-A dated February 3, 1993.
All documents subsequently filed with the Commission by MathSoft pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered herein
have been sold or which deregisters all securities there remaining unsold, shall
be deemed incorporated by reference in this registration statement and to be
part hereof from the date of filing such documents.
Item 8. Exhibits
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Exhibit No. Description of Exhibit
------------ ------------------------
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).
10.1 Amended and Restated 1992 Stock Plan (filed herewith)
23.1 Consent of Arthur Andersen LLP (filed herewith).
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
5.1).
24.1 Power of Attorney (contained in Page 4 of this registration
statement).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MathSoft
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 13
day of September, 2000.
MATHSOFT, INC.
By: /s/ Charles J. Digate
----------------------------
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, Dermot P. O'Grady 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:
--------- -------- -----
<S> <C> <C>
/s/ Christopher H. Covington Director September 13, 2000
-----------------------------
Christopher H. Covington
/s/ Charles J. Digate President, Chief Executive September 13, 2000
----------------------------- and Chairman of the Board
Charles J. Digate of Directors (Principal
Executive Officer)
/s/ David D. Martin Director September 13, 2000
-----------------------------
David D. Martin
/s/ Dermot P. O'Grady Vice President, Finance and September 13, 2000
----------------------------- Administration, Chief Financial
Dermot P. O'Grady Officer, Treasurer and Clerk
(Principal Financial and
Accounting Officer)
/s/ Sung Park Director September 13, 2000
-----------------------------
Sung Park
/s/ Walter M. Pile, Jr. Director September 13, 2000
-----------------------------
Walter M. Pile, Jr.
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/s/ June L. Rokoff Director September 13, 2000
-----------------------------
June L. Rokoff
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit
------------ ------------------------
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith)
10.1 Amended and Restated 1992 Stock Plan (filed herewith)
23.1 Consent of Arthur Andersen LLP (filed herewith)
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (contained in Page 4 of this registration
statement)
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