<PAGE>
As filed with the Securities and Exchange Commission on September 18, 1996
Registration No. 333-
- ---------------------------------------------------------------------------
S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOFTDESK, INC.
------------------------------------------------
(Exact name of issuer as specified in its charter)
Delaware 02-0390273
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
7 Liberty Hill Road, Henniker, New Hampshire 03242
--------------------------------------------------------
(Address of principal executive offices) (Zip code)
1993 EQUITY INCENTIVE PLAN
------------------------------
(Full title of the plan)
Patrick J. Rondeau, Esq., Hale and Dorr
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)
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Amount to Maximum Maximum Amount of
to be be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- ---------- ---------- --------------- --------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 400,000 $6.875 (1) $2,750,000 (1) $948.28
$.01 par value shares
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) of the Securities Act, and based on the
average of the high and low prices of the Common Stock as reported by Nasdaq on
September 12, 1996.
<PAGE>
Statement of Incorporation by Reference
---------------------------------------
This Registration Statement on Form S-8 incorporates by reference the
contents of Registration Statement on Form S-8, File No. 33-76302 filed by
the Registrant on March 10, 1994, relating to the Registrant's 1993 Equity
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 Town of Henniker, State of New Hampshire,
on this 18th day of September, 1996.
SOFTDESK, INC.
By: /s/ David C. Arnold
-----------------------
David C. Arnold
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Softdesk, Inc. hereby
severally constitute and appoint David C. Arnold, John A. Rogers and Patrick
J. Rondeau and any 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 amendments to said Registration Statement and
generally to do all such things in our name and behalf in our capacities as
officers and directors to enable Softdesk, Inc. 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David C. Arnold Chairman, President, ) September 18, 1996
- ----------------------- Chief Executive Officer )
David C. Arnold and Director (Principal )
Executive Officer) )
)
)
)
/s/ John A. Rogers Vice President, Finance ) September 18, 1996
- ----------------------- and Chief Financial )
John A. Rogers Officer (Principal )
Financial and Accounting )
Officer) )
)
)
Director )
- ------------------------ )
James W. Adkisson )
)
)
/s/ Jesse E. Devitte Director ) September 18, 1996
- ----------------------- )
Jesse E. Devitte )
)
)
/s/ Louis J. Volpe Director ) September 18, 1996
- -----------------------
Louis J. Volpe
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number
-------
4.1 (1) Certificate of Incorporation of the
Registrant, as amended.
4.2 (2) By-Laws of the Registrant.
5.1 Opinion of Hale and Dorr.
23.1 Consent of Hale and Dorr (included in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (included in the
signature pages of this Registration
Statement).
-----------
(1) Incorporated herein by reference to the exhibits to the Company's
Registration Statement on Form S-1 (File No. 33-73112) and to the
exhibits to the Company's Quarterly Report on Form 10-Q for the fiscal
period ended June 30, 1995.
(2) Incorporated herein by reference to the exhibits to the Company's
Registration Statement on Form S-1 (File No. 33-73112).
<PAGE>
Exhibit 5.1
-----------
HALE AND DORR
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 . FAX 617-526-5000
September 18, 1996
Softdesk, Inc.
7 Liberty Hill Road
Henniker, New Hampshire 03242
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission relating to 400,000 shares of Common Stock, $.01 par
value per share (the "Shares"), of Softdesk, Inc., a Delaware corporation
(the "Company"), issuable under the Company's 1993 Equity Incentive Plan
(the "Plan").
We have examined the Certificate of Incorporation and By-Laws of the
Company, and all amendments thereto, the Registration Statement, all
pertinent records of the meetings of the directors and stockholders of the
Company 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 or photostatic copies, and the
authenticity of the originals of such latter documents.
Based on the foregoing, it is our opinion that the Shares of Common
Stock covered by the Registration Statement to be issued under the Plan have
been duly authorized for issuance, and when issued and paid for in
accordance with the terms of the Plan, will be legally issued, fully paid
and non-assessable.
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
HALE AND DORR
<PAGE>
Exhibit 23.2
------------
ARTHUR
ANDERSEN
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to (i) the
incorporation by reference in this registration statement of our reports
dated January 26, 1996 and March 8, 1996 included in Softdesk Inc.'s Form
10-K, as amended, for the year ended December 31, 1995, (ii) the
incorporation by reference in this registration statement of our reports
dated March 8, 1996 on the balance sheets of SOFT-TECH Software Technologie
GmbH as of December 31, 1995 and 1994 and the related statements of
operations, stockholder's deficiency, and cash flows for the three years
ending December 31, 1995, included in Softdesk, Inc.'s Form 10k, and (iii)
to all references to our Firm included in this registration statement.
/s/ Arthur Anderson LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
September 16, 1996
<PAGE>
Exhibit 23.3
------------
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement
of Softdesk, Inc. on Form S-8 of our report, dated March 3, 1994, except for
Notes 11 and 14 as to which the dates are April 15, 1995 and May 5, 1994,
respectively, on our audit of the financial statements of Image Systems
Technology, Inc. as of December 31, 1993, and for the year ended December
31, 1993. We also consent to the reference to our Firm under the caption
"Experts."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Albany, New York
September 16, 1996
