<PAGE>
As filed with the Securities and Exchange Commission
on April 4, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MapInfo Corporation
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(Exact name of registrant as specified in its charter)
New York 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
60 State Street
Boston, Massachusetts 02109
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(Name and address of agent for service)
(617) 526-6000
--------------------------------------------
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Title of securities to Amount to Proposed maximum offering Proposed maximum aggregate Amount of
be registered be registered price per share offering price registration fee
- --------------------------- ------------- ------------------------- -------------------------- -----------------
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.002 par 30,000 shares $8.875(1) $266,250(1) $100
value per share
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low prices of the Registrant's
Common Stock as reported by the Nasdaq National Market on March 31, 1997 in
accordance with Rules 457(c) and 457(h) of the Securities Act of 1933.
================================================================================
<PAGE>
Statement of Incorporation by Reference
---------------------------------------
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 33-77660, filed by
MapInfo Corporation (the "Registrant") on January 31, 1994, relating to the
Registrant's 1993 Director Stock Option Plan.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of 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 Troy, State of New York, on the 3rd day of April,
1997.
MAPINFO CORPORATION
By: /s/ John C. Cavalier
--------------------------
John C. Cavalier
President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of MapInfo Corporation, hereby
severally constitute and appoint John C. Cavalier, D. Joseph Gersuk and Mark G.
Borden, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names, in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith, and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and on our behalf and in our
capacities as officers and directors to enable MapInfo Corporation to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------- ------------------------------ -------------
<S> <C> <C>
/s/ Michael D. Marvin Chairman of the Board April 3, 1997
- -----------------------
Michael D. Marvin
/s/ John C. Cavalier President, Chief April 3, 1997
- ----------------------- Executive Officer and
John C. Cavalier Director (Principal Executive
Officer)
/s/ D. Joseph Gersuk Vice President and Chief April 3, 1997
- ----------------------- Financial Officer (Principal
D. Joseph Gersuk Financial and Accounting
Officer)
/s/ John F. Haller Director April 3, 1997
- -----------------------
John F. Haller
/s/ Laszlo C. Bardos Director April 3, 1997
- -----------------------
Laszlo C. Bardos
/s/ John F. Burton Director April 3, 1997
- -----------------------
John F. Burton
/s/ George C. McNamee Director April 3, 1997
- -----------------------
George C. McNamee
/s/ James A. Perakis Director April 3, 1997
- -----------------------
James A. Perakis
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number
- ------
4.1 (1) Amended and Restated Certificate of Incorporation of the Registrant, as
amended to date
4.2 (1) Amended and Restated By-laws of the Registrant
4.3 (1) Specimen Stock Certificate of Common Stock 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.
24.1 Power of Attorney (included on the signature page of this Registration
Statement)
_____________________
(1) Incorporated herein by reference to the Registrant's Registration Statement
on Form S-1 (File No. 33-72866).
<PAGE>
Hale and Dorr LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 . fax 617-526-5000
Exhibit 5
April 4, 1997
MapInfo Corporation
One Global View
Troy, New York 12180
Re: 1993 Director Stock Option Plan
Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-
8 (the "Registration Statement") to be filed on April 4, 1997 with the
Securities and Exchange Commission relating to 30,000 shares of the Common
Stock, $.002 par value per share (the "Shares"), of MapInfo Corporation, a New
York corporation (the "Company"), issuable under the Company's 1993 Director
Stock Option Plan (the "Plan").
We have examined the Restated Certificate of Incorporation of the Company
and the By-laws of the Company, each as amended to date, 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 our 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 or photostatic copies and the authenticity of the originals
of such latter documents.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and paid for in accordance with the terms of the Plan and at a price per
share in excess of 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 as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
MapInfo Corporation on Form S-8 (1993 Director Stock Option Plan) 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 the years ended September 30, 1996, 1995,
and 1994, which report is included in the Company's 1996 Annual Report on Form
10-K/A.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Albany, New York
March 28, 1997
