<PAGE>
As filed with the Securities and Exchange
Commission on May 24, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
SOFTDESK, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 02-0390273
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
7 Liberty Hill Road, Henniker, New Hampshire 03242 (603) 428-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------------------
Patrick J. Rondeau, Esq.
Hale and Dorr, 60 State Street, Boston, Massachusetts 02109 (617) 526-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
----------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans check the following box. [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of Regis-
Title of Each Class to be Price Per Offering tration
of Securities to be Registered Registered Share(1) Price(1) Fee(2)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value.......... 250,000 $12.00 $3,000,000.00 $1,035
shares
========================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and based upon prices on the Nasdaq National Market on May
22, 1996.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE>
PROSPECTUS
- ----------
250,000 Shares
SOFTDESK, INC.
Common Stock
----------------------
This Prospectus covers the resale of 250,000 shares of Common Stock of
Softdesk, Inc. ("Softdesk" or the "Company") by certain stockholders of the
Company (the "Selling Stockholders"). See "Selling Stockholders." The shares of
Common Stock covered by this Prospectus were issued to the Selling Stockholders
in connection with the acquisition of SOFT-TECH Software Technologie GmbH in a
transaction completed on January 22, 1996. The Company will not receive any of
the proceeds from the sale of these shares by the Selling Stockholders.
The Selling Stockholders may from time to time sell the shares covered by
this Prospectus on the Nasdaq National Market in ordinary brokerage
transactions, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. See "Plan of
Distribution."
The Common Stock is quoted on the Nasdaq National Market under the symbol
SDSK. See "Price Range of Common Stock and Dividend Policy."
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May , 1996
--
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such documents can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following regional offices: Seven World Trade Center, 13th Floor, New York, New
York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and
copies of such material may be obtained from the Commission's public reference
section at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
The Common Stock is traded on the Nasdaq National Market. Reports and other
information concerning the Company may be inspected at the National Association
of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and its
Common Stock, reference is hereby made to such Registration Statement, exhibits
and schedules. Statements contained in this Prospectus as to the contents of any
contract or any other document are not necessarily complete, and in each
instance reference is hereby made to the copy of such contract or document (if
any) filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference. The Registration Statement
and the exhibits and schedules thereto may be examined without charge at the
public reference section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and copies of all or any part thereof may be obtained
from the Commission upon payment of prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as amended by an Annual Report on Form 10-K/A filed with the
Commission on May 24, 1996;
(2) the Company's Current Report on Form 8-K dated January 22, 1996, as
amended by a Current Report on Form 8-K/A filed with the Commission on April 8,
1996;
(3) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996; and
(4) the Company's Registration Statement on Form 8-A dated December 17,
1993 registering the Common Stock under Section 12(g) of the Exchange Act.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to May , 1996 and
--
prior to the termination of the offering of the Common Stock registered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
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<PAGE>
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated by reference into this
Prospectus (without exhibits to such documents other than exhibits specifically
incorporated by reference into such documents). Requests for such copies should
be directed to the Investor Relations Department of the Company, 7 Liberty Hill
Road, Henniker, New Hampshire 03242; telephone (603) 428-5000.
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the registered securities to which it
relates. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful.
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<PAGE>
The Company
Softdesk develops, markets and supports a family of computer-aided design
("CAD") application software products for the architecture, engineering and
construction ("AEC") market. The Company's integrated application software is
used by civil engineers, surveyors, architects, building services engineers,
structural engineers, facilities managers, mapping professionals and non-
professional individuals to automate the design and engineering process, from
large infrastructure engineering projects to single-family home design. The
majority of the Company's products are designed for use in conjunction with
AutoCAD, a general purpose drafting software tool offered by Autodesk, Inc.
("Autodesk"). The Company also has products which run on DataCAD developed by
Cadkey, Inc., ARRIS CAD from Sigma Design, Inc. and the Company's own
proprietary Drafix CAD software. The products operate on Microsoft Windows and
DOS-based personal computers and/or Sun UNIX workstations. The Company sells its
products worldwide and maintains several international offices and subsidiaries.
The Company believes that it operates in a single business segment: CAD
application software for the AEC market.
The Company was originally incorporated in 1985 as a New Hampshire
corporation and was reincorporated in Delaware in December 1993. The Company's
principal executive offices are located at 7 Liberty Hill Road, Henniker, New
Hampshire 03242 (telephone: (603) 428-5000). As used in this Prospectus, the
term "Company" refers to Softdesk, Inc. (including its predecessor New Hampshire
corporation) and its wholly-owned subsidiaries, unless the context otherwise
requires.
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<PAGE>
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully by potential investors in evaluating an
investment in the Common Stock offered hereby.
Competition. Competition in the CAD industry is intense. The Company faces
competition from companies offering integrated CAD systems as well as from
companies which offer AutoCAD-based software applications. In addition, the
Company may in the future face competition from Autodesk if Autodesk decides to
either internally develop and market or acquire AutoCAD-based applications. Many
of the Company's competitors and potential competitors have significantly
greater financial, technological and marketing resources than the Company. There
can be no assurance that either existing or new competitors will not develop
products or provide services that are superior to the Company's products or
services or achieve greater market acceptance. Competitive pressures faced by
the Company could force the Company to reduce its prices, resulting in reduced
profitability. There can be no assurance that the Company will be able to
compete successfully against current and future sources of competition or that
competition will not have a material adverse effect on the Company's business,
operating results or financial condition.
Management of Growth; Integration of Acquisitions. The Company's business
has grown significantly over the past several years as a result of both internal
growth and acquisitions of products and businesses. The Company has consummated
eight acquisitions since June 1993, and the Company may make additional
acquisitions in the future. Managing this growth, and integrating acquired
products and businesses, requires a significant amount of management time and
skill. There can be no assurance that the Company will be effective in managing
its future growth or in assimilating acquisitions or that any failure to manage
growth or assimilate an acquisition will not have a material adverse effect on
the Company's business, operating results or financial condition. Furthermore,
there can be no assurance that any past or future acquisitions will produce the
results anticipated by the Company.
Variability of Quarterly Operating Results. The Company has experienced and
may experience in the future significant quarter-to-quarter fluctuations in its
operating results. Factors such as the timing of new product introductions and
upgrades, the timing of significant orders, the mix of products sold and the mix
of domestic versus international revenues could contribute to this quarterly
variability. Substantially all of the Company's net revenues in a quarter are
derived from orders received in that quarter, which makes the Company's
financial performance more susceptible to an unexpected downturn in business and
more unpredictable. In addition, the Company's expense levels are based in part
on expectations of future revenue levels, and a shortfall in expected revenues
could therefore result in a disproportionate decrease in the Company's net
income.
Dependence on Autodesk. Most of the Company's current product offerings are
application software products for use with AutoCAD, a computer-aided drafting
software tool offered by Autodesk. Accordingly, the Company's business and
financial results are linked to the continued acceptance of AutoCAD. The timing
of major AutoCAD releases may affect the timing of purchases of the Company's
products. The Company's product development efforts, insofar as they relate to
the compatibility of its products with those of Autodesk, have thus far been
facilitated by cooperation from Autodesk's development personnel. However, there
exists no contractual or other formal relationship obligating Autodesk to
provide such cooperation. In addition, any adverse changes in the market price
of the common stock of Autodesk may adversely affect the market price of the
Company's
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<PAGE>
Common Stock, irrespective of whether there has been any negative impact on the
Company's business or financial results. No assurances can be given as to the
future business success of or the Company's relationship with Autodesk.
Technological Demands of the Marketplace. The CAD industry is characterized
by rapid technological changes and advances. The Company's future success will
depend upon its ability to enhance its existing products and introduce new
products which keep pace with technological developments in the marketplace and
address the increasingly sophisticated needs of its end-users. There can be no
assurance that the Company will be successful in introducing and marketing
product enhancements or new products on a timely basis, or that its new products
will meet with market acceptance.
Dependence on Key Personnel. The Company's success depends in large part
upon David C. Arnold, its Chairman of the Board, President and Chief Executive
Officer, Jesse F. Devitte, its Executive Vice President, Sales and Marketing,
and David A. Paine, its Vice President, Technology. The loss of the services of
one or more of these key employees could have a material adverse effect on the
Company. In addition, the Company's success will depend in significant part upon
its ability to attract and retain highly skilled management, technical, and
sales and marketing personnel. Competition for such personnel in the CAD
industry is intense, and there can be no assurance that the Company will be
successful in attracting and retaining such personnel.
Foreign Operations. The Company's international revenues comprised 42% and
32% of net revenues in fiscal 1994 and 1995, respectively, and the Company
expects that international revenues will account for an increased percentage of
its net revenues in the future. The international portion of the Company's
business is subject to a number of inherent risks, including difficulties in
building and managing foreign operations, difficulties in translating products
into foreign languages, fluctuations in the value of foreign currencies, import/
export duties and quotas, and unexpected regulatory, economic or political
changes in foreign markets. There can be no assurance that these factors will
not adversely affect the Company's international revenues or its overall
financial performance.
Dependence on Proprietary Technology. The Company's success is heavily
dependent upon its proprietary technology. The Company does not have any patents
on any of its technology and relies upon copyright law and its trade secret
program to protect such technology. The Company enters into confidentiality
and/or license agreements with its employees, resellers and potential end-users
and limits access to and distribution of its software, documentation, and other
proprietary information. However, the Company's products are generally
distributed under "shrink-wrap" licenses that are not signed by the end-user and
therefore may be unenforceable in certain jurisdictions. In addition, effective
copyright and trade secret protection may not be available in every foreign
country in which the Company's products are distributed. There can be no
assurance that the steps taken by the Company to protect its proprietary
technology will be adequate to prevent misappropriation of its technology by
third parties, or that third parties will not be able to independently develop
similar technology. In addition, there can be no assurance that other parties
will not assert technology infringement claims against the Company.
Volatility of Stock Price. There has been significant volatility in the
market price of securities of technology-based companies similar in size to the
Company. Factors such as announcements of technological developments or new
products by the Company or its competitors, variations in the Company's
quarterly operating results, or general economic or stock market conditions
unrelated to
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<PAGE>
the Company's operating performance may have a significant impact on the market
price of the Common Stock.
Anti-Takeover Effect of Certain Charter and By-Law Provisions. The
Company's Certificate of Incorporation and By-laws contain certain provisions
that could have the effect of making it more difficult for a third party to
acquire, or discouraging a third party from attempting to acquire, control of
the Company. Such provisions could limit the price that certain investors might
be willing to pay in the future for shares of the Common Stock.
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<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock by each Selling Stockholder
as of March 31, 1996.
<TABLE>
<CAPTION>
Number of Number of
Name of Shares of Shares of
Selling Common Stock Common Stock
Stockholder(1) Beneficially Owned(2) Offered Hereby(2)
- -------------- --------------------- -----------------
<S> <C> <C>
Dieter J. Heimlich 125,000 125,000
Gunter Otto 125,000 125,000
------- -------
TOTALS 250,000 250,000
- ----------------------------------------------------------------------
</TABLE>
(1) Sales of the shares of Common Stock offered hereby may also be made by
permitted persons or entities to whom such shares are gifted by the
Selling Stockholders listed herein.
(2) Of the total shares of Common Stock listed as beneficially owned by the
Selling Stockholders, a total of 25,000 shares are held in an escrow
account to secure indemnification obligations to the Company of the
Selling Stockholders. It is expected that these shares (less any shares
which may be distributed from the escrow account to the Company in
satisfaction of indemnification claims) will be released from escrow and
distributed to the Selling Stockholders on January 22, 1997. The number of
shares indicated as beneficially owned by each Selling Stockholder
includes those shares (representing 10% of the number of shares listed as
beneficially owned by such Selling Stockholder) which such Selling
Stockholder is entitled to receive upon distribution of these shares from
the escrow account.
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<PAGE>
PLAN OF DISTRIBUTION
The shares of Common Stock covered by this Prospectus may be offered and
sold from time to time by the Selling Stockholders. The Selling Stockholders
will act independently of the Company in making decisions with respect to the
timing, manner and size of each sale. Such sales may be made on the Nasdaq
National Market or otherwise, at prices related to the then-current market price
or in negotiated transactions, including pursuant to one or more of the
following methods: (a) purchases by a broker-dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; (b) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
and (c) block trades in which the broker-dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction. The Company has been advised by the
Selling Stockholders that they have not made any arrangements relating to the
distribution of the shares covered by this Prospectus. In effecting sales,
broker-dealers engaged by the Selling Stockholders may arrange for the other
broker-dealers to participate. Broker-dealers will receive commissions or
discounts from the Selling Stockholders in amounts to be negotiated immediately
prior to the sale.
The Company has agreed to indemnify the Selling Stockholders against
certain liabilities, including certain liabilities under the Securities Act.
Additionally, the Company will pay the expenses incurred by it in connection
with this offering, other than discounts, commissions, fees or expenses of
underwriters, selling brokers, dealer managers or similar securities industry
professionals relating to the distribution of the Stock, or legal expenses of
any person other than the Company.
In offering the shares of Common Stock covered hereby, the Selling
Stockholder and any broker-dealers and any other participating broker-dealers
who execute sales for the Selling Stockholder may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such sales, and any
profits realized by the Selling Stockholders and the compensation of such
broker-dealer may be deemed to be underwriting discounts and commissions.
The Company has advised the Selling Stockholders that during such time as
they may be engaged in a distribution of Common Stock covered hereby they are
required to comply with Rules 10b-6 and 10b-7 under the Exchange Act, as those
Rules are described in more detail below, and, in connection therewith, that
they may not engage in any stabilization activity in connection with the
Company's securities, are required to furnish to each broker-dealer through
which Common Stock covered hereby may be offered copies of this Prospectus, and
may not bid for or purchase any of the Company's securities except as permitted
under the Exchange Act. Rule 10b-6 under the Exchange Act prohibits, with
certain exceptions, participants in a distribution from bidding for or
purchasing, for an account in which the participant has a beneficial interest,
any of the securities that are the subject of the distribution. Rule 10b-7
governs bids and purchases made in order to stabilize the price of a security in
connection with a distribution of the security.
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<PAGE>
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Hale and Dorr, Boston, Massachusetts.
EXPERTS
The supplemental consolidated financial statements and the consolidated
financial statements of Softdesk, Inc. as of December 31, 1994 and 1995 and for
each of the three years in the period ended December 31, 1995 and the financial
statements of SOFT-TECH Software Technologie GmbH as of December 31,1994 and
1995 and for each of the two years in the period ended December 31, 1995,
incorporated by reference from the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, have been audited by Arthur Andersen & Co.,
independent public accountants, as set forth in their reports incorporated by
reference herein. Such reports, as they relate to the 1993 financial statements
of Softdesk, Inc., are based in part on the report of Coopers & Lybrand L.L.P.,
independent auditors, relating to the financial statements of Image Systems
Technology, Inc. for the year ended December 31, 1993, as set forth in their
report incorporated by reference herein. Such financial statements referred to
above are incorporated herein by reference in reliance upon the authority of
said firms as experts in giving such reports.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<CAPTION>
Item Amount
---- ------
<S> <C>
SEC Registration Fee..................................... $ 1,035
Accounting Fees and Expenses............................. 5,000*
Legal Fees and Expenses.................................. 5,000*
Miscellaneous............................................ 8,965*
----------
Total.................................................... $ 20,000*
==========
</TABLE>
*Estimated
Item 15 Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware 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 reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests 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.
Article NINTH 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 reasonably 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
reasonably 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 expenses (including attorneys' fees) and
amounts paid in settlement reasonably incurred in connection with any action by
or in the right of the Registrant 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
such matter as to which such director or officer shall have been adjudged to be
liable to the Registrant, unless and only to the extent that a court determines
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper. Notwithstanding the foregoing, to the extent
that a director or officer has been successful, on the merits or otherwise, he
shall be indemnified against all expenses (including attorneys' fees) reasonably
incurred by him in connection therewith. Expenses incurred in defending a civil
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<PAGE>
or criminal action, suit or proceeding shall be advanced by the Registrant to a
director or officer, at his request, upon receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to indemnification.
Indemnification is required to be made unless the Registrant determines (in
the manner provided in the Certificate of Incorporation) 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 a 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 NINTH 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.
The Company has purchased a general liability insurance policy which covers
certain liabilities of directors and officers of the Company arising out of
claims based on acts or omissions in their capacity as directors or officers.
Article EIGHTH of the Registrant's Certificate of Incorporation provides
that, except to the extent that the General Corporation Law of Delaware
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty, no director of the Registrant shall be personally liable to
the Registrant or its stockholders for monetary damages for any breach of
fiduciary duty as a director.
II-2
<PAGE>
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- ------- ----------------------
<S> <C>
4.1* -- Restated Certificate of Incorporation of the Company, as amended
4.2* -- By-laws of the Company
4.3** -- Stock Purchase Agreement among the Company, Softdesk
International, Inc. and Dieter J. Heimlich and Gunter Otto, dated
January 15, 1996
5.1 -- Opinion of Hale and Dorr
23.1 -- Consent of Arthur Andersen & Co.
23.2 -- Consent of Coopers & Lybrand L.L.P.
23.3 -- Consent of Hale and Dorr (included in Exhibit 5.1)
24.1 -- Power of Attorney (included on signature page)
</TABLE>
- -------------------
* Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1995.
** Incorporated by reference from the Company's Current Report on Form
8-K dated January 22, 1996.
Item 17. Undertakings
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") that are incorporated by reference in this Registration
Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
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<PAGE>
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the indemnification provisions described herein, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Henniker
and State of New Hampshire on the 23rd day of May, 1996.
SOFTDESK, INC.
By: /s/ David C. Arnold
------------------------------
David C. Arnold
President and
Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints R. Drew
Ogden, John A. Rogers and Patrick J. Rondeau, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him and in his name, place and stead, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-3 of Softdesk, Inc. and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, hereby ratifying and confirming all that said attorneys-
in-fact and agents or any of them or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated below on the 23rd day of May, 1996.
Signature Title
--------- -----
/s/ David C. Arnold Chairman of the Board of Directors,
- ------------------------------------- President and Chief Executive Officer
David C. Arnold (Principal executive officer)
/s/ John A. Rogers Vice President, Finance and
- ------------------------------------- Chief Financial Officer (Principal
John A. Rogers financial and accounting officer)
Director
- -------------------------------------
James W. Adkisson
/s/ Jesse F. Devitte Director
- -------------------------------------
Jesse F. Devitte
/s/ Louis J. Volpe Director
- -------------------------------------
Louis J. Volpe
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- ------- ----------------------
<S> <C>
4.1* -- Restated Certificate of Incorporation of the Company,
as amended...............................................
4.2* -- By-laws of the Company...................................
4.3** -- Stock Purchase Agreement among the Company, Softdesk
International, Inc. and Dieter J. Heimlich and Gunter Otto,
dated January 15, 1996...................................
5.1 -- Opinion of Hale and Dorr.................................
23.1 -- Consent of Arthur Andersen & Co..........................
23.2 -- Consent of Coopers & Lybrand L.L.P.......................
23.3 -- Consent of Hale and Dorr (appears in Exhibit 5.1)........
24.1 -- Power of Attorney (included on signature page)...........
</TABLE>
- -------------------
* Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1995.
** Incorporated by reference from the Company's Current Report on Form
8-K dated January 22, 1996.
II-6
<PAGE>
Exhibit 5.1
-----------
HALE AND DORR
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000.FAX 617-526-5000
May 23, 1996
Softdesk, Inc.
7 Liberty Hill Road
Henniker, NH 03242
Dear Sirs:
We have assisted in the preparation and filing with the Securities and
Exchange Commission (the "Commission") of a Registration Statement on Form S-3
(the "Registration Statement"), relating to the sale of up to 250,000 shares of
Common Stock, $.01 par value per share (the "Shares"), of Softdesk, Inc., a
Delaware corporation (the "Company"), held by certain stockholders of the
Company.
We have examined the Certificate of Incorporation and By-laws of the
Company, and all amendments thereto, and have examined and relied upon the
originals, or copies certified to our satisfaction, of such records of meetings
of directors and stockholders of the Company, documents and other instruments as
in our judgment are necessary or appropriate to enable us to render the opinions
expressed below.
We assume that appropriate action will be taken, prior to the offer and
sale of the Shares, to register and qualify the Shares for sale under all
applicable state securities or "blue sky" laws.
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.
We express no opinion as to the laws of any State or jurisdiction other
than the laws of the Commonwealth of Massachusetts, the General Corporation Law
Statute of the State of Delaware and the Federal law of the United States of
America.
<PAGE>
Softdesk, Inc.
May 23, 1996
Page 2
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized for issuance and are legally issued, fully paid and non-
assessable.
We hereby consent to the use of our name in the Registration Statement and
under the caption "Legal Matters" in the related Prospectus and consent to the
filing of this opinion as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Hale and Dorr
HALE AND DORR
- 2 -
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated Janury 26, 1996
included in Softdesk, Inc.'s Form 10-K for the year ended December 31, 1995 and
to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN & CO.
Boston, Massachusetts
May 23, 1996
<PAGE>
Exhibit 23.2
------------
Consent of Independent Accountants
We consent to the inclusion in this registration statement of Softdesk, Inc. on
Form S-3 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."
COOPERS & LYBRAND L.L.P.
Albany, New York
May 24, 1996
