<PAGE>
As filed with the Securities and Exchange Commission
on June 9, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MapInfo Corporation
-------------------------------------------------------------
(Exact name of registrant 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 STOCK INCENTIVE PLAN
-------------------------
(Full title of the Plan)
Mark G. Borden, Esq.
Hale and Dorr LLP
60 State Street
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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CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Title of Proposed Proposed maximum Amount of
securities to Amount to maximum offering aggregate offering registration
be registered be registered price per share price fee
------------- -------------- --------------- ----- ---
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 shares $11.875(1) $3,562,500(1) $1051.00
$.002 par 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 June 5, 1998 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. 333-4268, filed by
MapInfo Corporation (the "Registrant") on May 1, 1996, as amended on November 6,
1997 by Post-Effective Amendment No. 1, relating to the Registrant's 1993 Stock
Incentive 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 9th day of June,
1998.
MAPINFO CORPORATION
By: /s/ D. Joseph Gersuk
------------------------------------------
D. Joseph Gersuk
Vice President and Chief Financial
Officer (Principal Financial and
Accounting 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 June 9, 1998
- -------------------------
Michael D. Marvin
/s/ John C. Cavalier President, Chief June 9, 1998
- ------------------------- Executive Officer and
John C. Cavalier Director (Principal Executive
Officer)
/s/ D. Joseph Gersuk Vice President and Chief June 9, 1998
- ------------------------- Financial Officer (Principal
D. Joseph Gersuk Financial and Accounting
Officer)
/s/ John F. Haller Director June 9, 1998
- -------------------------
John F. Haller
/s/ Laszlo C. Bardos Director June 9, 1998
- -------------------------
Laszlo C. Bardos
/s/ John F. Burton Director June 9, 1998
- -------------------------
John F. Burton
/s/ George C. McNamee Director June 9, 1998
- -------------------------
George C. McNamee
/s/ James A. Perakis Director June 9, 1998
- -------------------------
James A. Perakis
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number
- ------
4.1 (1) Certificate of Incorporation of the Registrant
4.2 (1) By-laws of the Registrant
4.3 (2) 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 Power of Attorney (included on the signature page of this
Registration Statement)
_____________________
(1) Incorporated herein by reference to the Registrant's Current Report on
Form 8-K dated November 6, 1997.
(2) Incorporated herein by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended September 30, 1997.
<PAGE>
Exhibit 5
---------
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 . fax 617-526-5000
June 9, 1998
MapInfo Corporation
One Global View
Troy, New York 12180
Re: 1993 Stock Incentive Plan
-------------------------
Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed on June 9, 1998 with the Securities
and Exchange Commission relating to 300,000 shares of the Common Stock, $.002
par value per share (the "Shares"), of MapInfo Corporation, a Delaware
corporation (the "Company"), issuable under the Company's 1993 Stock Incentive
Plan (the "Plan").
We have examined the 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 Stock Incentive Plan) of our report dated
November 5, 1997, except for Note 15 as to which the date is December 2, 1997,
on our audits of the consolidated financial statements and financial statement
schedule of MapInfo Corporation and Subsidiaries as of September 30, 1997 and
1996, and for the years ended September 30, 1997, 1996, and 1995, which report
is included in the Company's 1997 Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Albany, New York
June 5, 1998
