<PAGE>
As filed with the Securities and Exchange Commission on September 12, 1996
Registration No. 33-82792
================================================================================
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
________________________
ATRIA SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-3072943
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
20 Maguire Road
Lexington, MA 02173
(617) 676-2400
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
________________________
CHUCK BAY
President and Treasurer
Atria Software, Inc.
20 Maguire Road
Lexington, MA 02173
(617) 676-2400
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
________________________
Copy to:
MARK A. BERTELSEN, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(415) 493-9300
________________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
________________________
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Pursuant to Registration Statement No. 33-82792 on Form S-8 (the
"Registration Statement"), Atria Software, Inc., a Massachusetts corporation
(the "Company"), registered an aggregate of 1,654,225 shares of its Common
Stock, $.01 par value per share ("Common Stock"), issuable under its 1990 Stock
Option Plan, 1994 Stock Plan, 1994 Non-Employee Director Stock Option Plan and
1994 Employee Stock Purchase Plan (the "Plans"). The Company hereby removes
from registration all of the shares of Common Stock which remain unissued in
connection with the Plans.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, State of
California, on the 12th day of September, 1996.
ATRIA SOFTWARE, INC.
By: /s/ Chuck Bay
-----------------------------------------
Chuck Bay, President, Treasurer and Clerk
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8
has been signed by the following persons in the capacities and on the date
indicated:
<TABLE>
<CAPTION>
Signatures Title(s) Date
- ------------------------ ----------------------------------- ------------------
<S> <C> <C>
/s/ Chuck Bay President, Treasurer, Clerk and a September 12, 1996
- ------------------------ Director (principal executive and
Chuck Bay financial officer)
/s/ W. Geoffrey Stein Vice President, Assistant Clerk September 12, 1996
- ------------------------ and a Director
W. Geoffrey Stein
/s/ Brian Moore Vice President, Assistant September 6, 1996
- ------------------------ Treasurer and a Director
Brian Moore
</TABLE>
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