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As filed with the Securities and Exchange Commission on May 14, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
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)
1994 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
PATRICK J. RONDEAU, ESQ.
HALE AND DORR LLP
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)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered per Share Offering Price Fee
------------- ---------- ---------------- ---------------- ------------
<C> <C> <C> <C> <C>
Common Stock,
$.00025 par value 896,660 shares $5.38(1) $4,824,031(1) $1,424
</TABLE>
(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 May 11,
1998 in accordance with Securities Act Rule 457(c) and (h).
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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. 333-20853) filed by
the Registrant on January 31, 1997 relating to the Registrant's 1994 Equity
Incentive Plan.
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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 13th day of May, 1998.
APPLIX, INC.
By: /s/ Jitendra S. Saxena
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Jitendra S. Saxena
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.
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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 May 13, 1998.
Signature Title
--------- -----
/s/ Jitendra S. Saxena Chairman, Chief Executive Officer and
- ------------------------------- Director (Principal Executive Officer)
Jitendra S. Saxena
/s/ Patrick J. Scannell, Jr. Executive Vice President, Finance &
- ------------------------------- Administration, Chief Financial Officer
Patrick J. Scannell, Jr. and Treasurer (Principal Financial and
Accounting Officer)
/s/ Richard J. Davis 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
/s/ James J. Waldron Director
- -------------------------------
James J. Waldron
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 (1) Restated Articles of Organization
4.2 (2) By-Laws
4.3 (3) Specimen Certificate of Common Stock of the Registrant
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand
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).
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EXHIBIT 5.1
HALE AND DORR LLP
Counsellors at Law
60 State Street
Boston, Massachusetts 02109
(617) 526-6000 * Fax (617) 526-5000
May 13, 1997
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 896,660 shares of the Common Stock, $.0025 par value per
share, of Applix, Inc., a Massachusetts corporation (the "Company"), issuable
under the Company's 1994 Equity Incentive Plan (the "1994 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 1994 Plan, as described in the
Registration Statement, and such shares, when issued in accordance with the
terms of the 1994 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,
/s/ Hale and Dorr LLP
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Hale and Dorr LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the 1994 Equity Incentive Plan
Registration Statement on Form S-8 of our report dated January 30, 1998, on our
audits of the consolidated financial statements of Applix, Inc. as of December
31, 1997 and 1996, and for each of the three years in the period ended
December 31, 1997, which report is included in the Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND, L.L.P.
------------------------------
COOPERS & LYBRAND, L.L.P.
May 13, 1998
Boston, Massachusetts
