<PAGE> 1
As filed with the Securities and Exchange Commission on June 19, 1996
Registration No. 33-
- -------------------------------------------------------------------------------
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
APPLIX, INC.
------------------------------------------------
(Exact name of issuer as specified in its charter)
Massachusetts 04-2781676
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
112 Turnpike Road, Westboro, Massachusetts 01581-2831
------------------------------------------------------
(Address of principal executive offices) (Zip Code)
1996 DIRECTOR STOCK OPTION 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) 526-6670
------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
-------------------------------
<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, 50,000 $30.50(1) $1,525,000(1) $526
$.0025 par shares
value
- -----------
<FN>
(1) Estimated solely for the purpose of calculating the registration
fee, and based on the average of the high and low prices as reported by Nasdaq
on June 14, 1996 in accordance with Securities Act Rule 457(c) and (h).
</TABLE>
Page 1 of 15 pages.
Exhibit Index begins on page 8.
<PAGE> 2
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the 1996 Director Stock Option Plan of Applix, Inc., a
Massachusetts corporation (the "Registrant"), pursuant to Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
------------------------------------------------
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) 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"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 as filed with the Commission on April 1, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the document
referred to in (a) above.
(c) Registration Statement on Form 8-A as filed with the
Commission on October 28, 1994.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
<PAGE> 3
Section 67 of the Massachusetts Business Corporation Law 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 liabilities 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, unless such person shall have been adjudicated not
to have acted in good faith in the reasonable belief that his action was in the
best interest of the corporation.
The Registrant's Articles of Organization provide that a director or
officer of the Registrant 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 brought against him by virtue of his position as a director or
officer of the Registrant unless he is deemed (in the manner provided in the
Articles of Organization) to have not acted in good faith in the reasonable
belief that his action was in the best interest of the Registrant. Expenses
incurred in defending a civil 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.
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.
The Registrant's Articles of Organization further provide that the
indemnification provided therein is not exclusive, and provide that in the event
that the Massachusetts Business 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 Registrant has purchased and maintains insurance coverage under a
policy insuring directors and officers of the Registrant
<PAGE> 4
against certain liabilities which they may incur as directors or officers of the
Registrant, which may include coverage for liabilities arising under the
Securities Act.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings.
-------------
1. The Registrant hereby undertakes:
(a) 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration
statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER that paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating
<PAGE> 5
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) 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.
2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 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 that time shall be deemed to be the initial bona fide offering
thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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.
<PAGE> 6
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 Westboro, Massachusetts, on this 17th day of June, 1996.
APPLIX, INC.
By: /s/ Jitendra S. Saxena
----------------------------------
Jitendra S. Saxena
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Applix, Inc. hereby
severally constitute and appoint Patrick J. Scannell, Jr. and Patrick J.
Rondeau, 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 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 Applix, 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> 7
WITNESS our hands and common seal on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of June 17, 1996.
Signature Title
--------- -----
/s/ Jitendra S. Saxena President, Chief Executive Officer
- ------------------------------ and Director (Principal Executive Officer)
Jitendra S. Saxena
/s/ Patrick J. Scannell, Jr. Vice President, Finance & Administration,
- ------------------------------ Chief Financial Officer and Treasurer
Patrick J. Scannell, Jr. (Principal Financial and Accounting Officer)
Director
- ------------------------------
Richard J. Davis
/s/ Paul J. Ferri Director
- ------------------------------
Paul J. Ferri
/s/ Alain J. Hanover Director
- ------------------------------
Alain J. Hanover
/s/ David C. Mahoney Director
- ------------------------------
David C. Mahoney
<PAGE> 8
EXHIBIT INDEX
-------------
Exhibit Sequential
Number Page Number
- ------- -----------
4.1 Restated Articles of Organization. (1) --
4.2 Articles of Amendment to Restated Articles
of Organization. 9
4.3 By-Laws.(2) --
4.4 Specimen Certificate of Common Stock of the --
Registrant.(3)
5.1 Opinion of Hale and Dorr. 13
23.1 Consent of Hale and Dorr (included in Exhibit 5.1). --
23.2 Consent of Coopers & Lybrand. 14
23.3 Consent of Arthur Andersen LLP. 15
24.1 Power of Attorney (included in the signature --
pages of this Registration Statement).
- -----------------------
(1) Incorporated herein by reference to Exhibit 3.3 to the Registrant's
Registration Statement on Form S-1 (File No. 33-85688).
(2) Incorporated herein by reference to Exhibit 3.4 to the Registrant's
Registration Statement on Form S-1 (File No. 33-85688).
(3) Incorporated herein by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (File No. 33-85688).
<PAGE> 1
EXHIBIT 4.2
FEDERAL IDENTIFICATION
NO. 04-2781676
-------------------
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
We, Patrick J. Scannell, Jr. , xxxxxxxxx/*Vice President,
------------------------------------------------
and Patrick J. Rondeau , *Clerk/xxxxxxxxxxxxxxx
------------------------------------------------
of Applix, Inc.
----------------------------------------------------------------------------
(exact name of corporation)
located at 112 Turnpike Road, Westboro, Massachusetts 01581
---------------------------------------------------------------------
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
3
-------------------------------------------------------------------------
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on May 10,
1996, by vote of:
6,876,197 shares of Common Stock of 9,507,376 shares outstanding,
- --------- ---------------------------- ---------
(type, class & series, if any)
shares of of shares outstanding, and
- --------- ------------------------------ ------
(type, class & series, if any)
shares of of shares outstanding,
- --------- ----------------------------- -------
(type, class & series, if any)
1** being at least a majority of each type, class or series outstanding and
entitled to vote thereon:/xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
*Delete the inapplicable words. **Delete the inapplicable clause.
1 For amendments adopted pursuant to Chapter 156B, Section 70.
2 For amendments adopted pursuant to Chapter 156B, Section 71.
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON ONE SIDE ONLY OF SEPARATE 8 1/2 X
11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH. ADDITIONS TO MORE THAN
ONE ARTICLE MAY BE MADE ON A SINGLE SHEET SO LONG AS EACH ARTICLE REQUIRING EACH
ADDITION IS CLEARLY INDICATED.
<PAGE> 2
<TABLE>
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
<CAPTION>
The total presently authorized is:
- -------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- -------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Common: Common: 15,000,000 $.0025
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Preferred: Preferred: 1,000,000 $ .01
- -------------------------------------------------------------------------------
Change the total authorized to:
- -------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- -------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Common: Common: 30,000,000 $.0025
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Preferred: Preferred: 1,000,000 $ .01
- -------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date: .
----------------------------------------
SIGNED UNDER THE PENALTIES OF PERJURY, this 7th day of June , 1996,
--------- --------
/s/ Patrick J. Scannell, Jr. , xxxxxxxxx/*Vice President,
- ---------------------------------------------------
Patrick J. Scannell, Jr.
/s/ Patrick J. Rondeau , *Clerk/xxxxxxxxxxxxxxx.
- ---------------------------------------------------
Patrick J. Rondeau
*Delete the inappllicable words.
<PAGE> 4
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
===============================================================================
I hereby approve the within Articles of Amendment and, the filing fee in the
amount of $_____________ having been paid, said articles are deemed to have been
filed with me this __________ day of _____________________ 19 ___________ .
Effective date: _______________________________________________________
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Kathleen F. Burke, Esq.
--------------------------------------------------------
Hale and Dorr
--------------------------------------------------------
60 State Street, Boston, MA 02109
--------------------------------------------------------
<PAGE> 1
HALE AND DORR
Counsellors at Law
60 State Street
Boston, Massachusetts 02109
Exhibit 5.1
June 19, 1996
Applix, Inc.
112 Turnpike Road
Westboro, MA 01581-2831
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 50,000 shares of the Common Stock, $.0025 par value per
share, of Applix, Inc., a Massachusetts corporation (the "Company"), issuable
under the Company's 1996 Director Stock Option Plan (the "1996 Plan).
We have examined the Articles of Organization and By-laws of the
Company, and all amendments thereto, 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 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 Company has
duly authorized for issuance the shares of its Common Stock covered by the
Registration Statement to be issued under the 1996 Plan, as described in the
Registration Statement, and such shares, when issued in accordance with the
terms of the 1996 Plan, will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
Hale and Dorr
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the 1996 Director Stock
Option Plan Registration Statement on Form S-8 of our report dated
January 31, 1996, on our audits of the consolidated financial
statements of Applix, Inc. as of December 31, 1995 and 1994 and for the
years ended December 31, 1995, 1994, and 1993, which report is included
in the annual report on Form 10-K.
COOPERS & LYBRAND, L.L.P.
June 17, 1996
Boston, Massachusetts
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report
on the financial statements of Target Systems Corporation for the years
ended June 30, 1995 and 1994 included in Applix, Inc.'s Amendment No. 1
on Form 8-K/A.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 17, 1986
