<PAGE>
As filed with the Securities and Exchange Commission
on November 6, 1997
Registration No. 333-24545
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MapInfo Corporation
(Exact name of issuer as specified in its charter)
DELAWARE 06-1166630
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE GLOBAL VIEW, TROY, NEW YORK 12180
(Address of Principal Executive Offices) (Zip Code)
1993 DIRECTOR STOCK OPTION PLAN
(Full title of the Plan)
MARK G. BORDEN, ESQ.
HALE AND DORR LLP
BOSTON, MASSACHUSETTS 02109
(Name and address of agent for service)
(617) 526-6000
(Telephone number, including area code, of agent for service)
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Pursuant to a Registration Statement on Form S-8 (File No. 333-24545) (the
"Registration Statement"), MapInfo Corporation, a New York Corporation ("MapInfo
New York"), registered under the Securities Act of 1933, as amended (the "Act"),
30,000 shares of common stock, .002 par value per share, of MapInfo New York,
which shares were to be issued pursuant to MapInfo New York's 1993 Director
Stock Option Plan (the "Shares of Common Stock").
On November 6, 1997, MapInfo New York merged into MapInfo Corporation, a
Delaware corporation and a wholly-owned subsidiary of MapInfo New York (the
"Company").
Pursuant to Rule 414(d) promulgated under the Act, the Company hereby
adopts as its own registration statement for all purposes of the Act and the
Securities Exchange Act of 1934 the Registration Statement. Moreover, the
Company hereby amends and restates the following item of the Registration
Statement for the purpose of reflecting material changes resulting from the
merger.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 6. Indemnification
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Article Seventh of the Registrant's Certificate of Incorporation (the
"Certificate of Incorporation") provides that no director of the Registrant
shall be personally liable for any monetary damages for any breach of fiduciary
duty as a director, except to the extent that the Delaware General Corporation
Law prohibits the elimination or limitation of liability of directors for breach
of fiduciary duty.
Article Eighth of the Registrant's Certificate of Incorporation provides
that a director or officer of the Registrant (a) shall be indemnified by the
Registrant against all expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement incurred in connection with any litigation or
other legal proceeding (other than an action by or in the right of the
Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonable believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought against him by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
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officer has been successful, on the merits or otherwise, including without
limitation, the dismissal of an action without prejudice, he is required to be
indemnified by the Registrant against all expenses (including attorneys' fees)
incurred in connection therewith. Expenses shall be advanced to a director or
officer at his request, provided that he undertakes to repay the amount advanced
if it is ultimately determined that he is not entitled to indemnification for
such expenses.
Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director
or officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.
Article Eighth of the Registrant's Certificate of Incorporation further
provides that the indemnification provided therein is not exclusive, and
provides that in the event that the Delaware General Corporation Law is amended
to expand the indemnification permitted to directors or officers the Registrant
must indemnify those persons to the fullest extent permitted by such law as so
amended.
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reasons of such position, if such persons shall have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interest of the corporation, and, in any criminal proceeding, if such
person had no reasonable cause to believe his conduct was unlawful; provided
that, in the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.
The Registrant holds a general liability insurance policy which covers
certain liabilities of directors and officers of the Registrant arising out of
claims based on acts or omissions in their capacities as directors or officers.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Troy, State of New
York, on the 6th day of November, 1997.
MAPINFO CORPORATION
/s/ D. Joseph Gersuk
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D. Joseph Gersuk
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Post-Effective Amendment No. 1 to be signed by the following
persons and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael D. Marvin Chairman of the Board November 6, 1997
- -------------------------------
Michael D. Marvin
/s/ John C. Cavalier President, Chief Executive November 6, 1997
- ------------------------------- Officer and Director
John C. Cavalier (Principal Executive Officer)
/s/ D. Joseph Gersuk Vice President and Chief November 6, 1997
- ------------------------------- Financial Officer (Principal
D. Joseph Gersuk Financial and Accounting
Officer)
/s/ John F. Haller Director November 6, 1997
- -------------------------------
John F. Haller
/s/ Laszlo C. Bardos Director November 6, 1997
- -------------------------------
Laszlo C. Bardos
/s/ John F. Burton Director November 6, 1997
- -------------------------------
John F. Burton
/s/ George C. McNamee Director November 6, 1997
- -------------------------------
George C. McNamee
/s/ James A. Perakis Director November 6, 1997
- -------------------------------
James A. Perakis
</TABLE>
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit
Number Description
- --------- -----------
<C> <S>
4.1 (1) Certificate of Incorporation of the Registrant
4.2 (1) By-Laws of the Registrant
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 (2) Power of Attorney
</TABLE>
___________________
(1) Incorporated herein by reference to the Registrant's Current Report on Form
8-K dated November 6, 1997.
(2) Previously filed.
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Exhibit 5
HALE AND DORR LLP
Counsellors at Law
60 State Street
Boston, Massachusetts 02109
November 6, 1997
MapInfo Corporation
One Global View
Troy, New York 12180
Ladies and Gentlemen:
We have assisted in the preparation of Post-Effective Amendment No. 1 to
Registration Statement No. 333-24545 on Form S-8 (the "Registration Statement")
to be filed with the Securities and Exchange Commission relating to 30,000
shares (the "Shares") of Common Stock, $.002 par value per share, of MapInfo
Corporation, a Delaware corporation (the "Company"), issuable under the 1993
Director Stock Option Plan.
We have examined the Certificate of Incorporation of the Company, the By-
laws of the Company and originals, or copies certified to our satisfaction, of
all pertinent records of the meetings of the directors and stockholders of the
Company, the Registration Statement and such other documents relating to the
Company as we have deemed material for the purposes of this opinion.
In examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified, photostatic or facsimile copies, and the authenticity of the
originals of any such documents.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance, and the Shares, when issued and
paid for in accordance with the terms of the Options at a price per share at
least equal to the par value per share for such Shares, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements
of MapInfo Corporation on the Post-Effective Amendment No. 1 to Forms S-8
(Registration Nos. 33-74660, 33-74662, 33-74664, 33-78406, 33-88780, 333-22973,
333-22975, 333-24545 and 333-4268) of our report dated November 5, 1996, on our
audits of the consolidated financial statements and financial statement schedule
of MapInfo Corporation and Subsidiaries as of September 30, 1996 and 1995, and
for each of the three years in the period ended September 30, 1996, which report
is included in the Annual Report on Form 10K/A.
/s/ COOPERS & LYBRAND L.L.P.
Albany, New York
November 5, 1997
