As filed with the Securities and Exchange Commission on January 10, 1997
Registration No. 33-97774
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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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WONDERWARE CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware 33-0304677
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
100 Technology Drive
Irvine, California 92618
(714) 727-3200
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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Sam M. Auriemma
Vice President and Chief Financial Officer
WONDERWARE CORPORATION
100 Technology Drive
Irvine, California 92618
(714) 727-3200
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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Copies to:
D. Bradley Peck, Esq.
COOLEY GODWARD LLP
4365 Executive Drive
Suite 1100
San Diego, CA 92121
(619) 550-6000
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<PAGE>
Wonderware Corporation (the "Registrant") hereby amends its
Registration Statement on Form S-3 (Registration No. 33-97774) filed on October
6, 1995 (the "Registration Statement"). At the time of its effectiveness, the
Registration Statement covered 43,067 shares of the Registrant's Common Stock.
As of the date of this Post-Effective Amendment No. 1 (the "Amendment"), the
Common Stock covered by the Registration Statement which has not been sold
thereunder shall be covered by a new Registration Statement which shall be filed
simultaneously with the filing of this Amendment, which shall include additional
shares for registration on behalf of the Selling Stockholders thereunder.
Accordingly, the Registrant hereby deregisters 34,903 shares of Common Stock
covered by the Registration Statement that have not been sold thereunder.
Item 16. Exhibits.
Exhibit
Number Description of Document
24.1 Power of Attorney. Reference is made to page 3.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irvine, State of California, on the 10th day of
January, 1997.
WONDERWARE CORPORATION
By: /s/ Sam Auriemma
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Sam M. Auriemma
Vice President, Finance and
Chief Financial Officer
(Principal financial and
accounting officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, hereby
appoints ROY H. SLAVIN and SAM M. AURIEMMA, and each of them, as his substitutes
in his name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to the Registration Statement
on Form S-3 (Registration No. 33-97774) and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said substitutes, 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 connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said substitutes, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Roy H. Slavin Chairman of the Board January 10, 1997
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Roy H. Slavin President and Chief Executive Officer
(Principal executive officer)
/s/ Sam M. Auriemma Vice President, Finance and January 10, 1997
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Sam M. Auriemma Chief Financial Officer
(Principal financial and
accounting officer)
/s/ F. Rigdon Currie Director January 10, 1997
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F. Rigdon Currie
/s/ Harvard H. Hill, Jr. Director January 10, 1997
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Harvard H. Hill, Jr.
/s/ Jay L. Kear Director January 10, 1997
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Jay L. Kear
/s/ John E. Rehfeld Director January 10, 1997
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John E. Rehfeld
<PAGE>
Exhibit Index
Exhibit Sequential
Number Description of Document Page No.
24.1 Power of Attorney. 3
