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As filed with the Securities and Exchange Commission on April 14, 2000
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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APPLIX, INC.
(Exact name of registrant as specified in its charter)
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MASSACHUSETTS 04-2781676
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
112 TURNPIKE ROAD
WESTBORO, MASSACHUSETTS 01581
TEL: (508) 870-0300
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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PATRICK J. RONDEAU, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
TEL: (617) 526-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
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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]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Shares to be Registered Amount Maximum Maximum Amount of
to be Offering Aggregate Registration
Registered Price Offering Fee
Per Share(1) Price(1)
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Common Stock, $.0025 par value per share...... 58,571 $10.50 $614,996 $162.36
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act and based upon the
average of the high and low prices on the Nasdaq National Market on
April 12, 2000.
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
SHALL DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND OFFERS TO BUY THESE SECURITIES MAY NOT BE SOLICITED
IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED APRIL 14, 2000
PROSPECTUS
APPLIX, INC.
58,571 SHARES OF COMMON STOCK
This prospectus relates to resales of shares of common stock previously issued
by Applix, Inc. to the former stockholders of Veriteam, Inc. (d/b/a
Cosource.com), a Washington corporation ("Cosource.com"), in connection with our
acquisition of that company.
We will not receive any proceeds from the sale of the shares.
The selling stockholders identified in this prospectus, or their pledgees,
donees, transferees or other successors-in-interest, may offer the shares from
time to time through public or private transactions at prevailing market prices,
at prices related to prevailing market prices or at privately negotiated prices.
Our common stock is traded on the Nasdaq National Market under the symbol
"APLX."
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE 6.
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS APRIL __, 2000.
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TABLE OF CONTENTS
Page
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Prospectus Summary................................................ 3
Risk Factors...................................................... 4
Special Note Regarding Forward-Looking Information................ 14
Use of Proceeds................................................... 14
Selling Stockholders.............................................. 15
Plan of Distribution.............................................. 16
Legal Matters..................................................... 17
Experts........................................................... 17
Where You Can Find More Information............................... 18
Incorporation of Certain Documents By Reference................... 18
Our executive offices are located at 112 Turnpike Road, Westboro, Massachusetts
01581, our telephone number is 508-870-0300 and our Internet address is
www.Applix.com. The information on our Internet website is not incorporated by
reference in this prospectus. Unless the context otherwise requires, references
in this prospectus to "Applix," "we," "us," and "our" refer to Applix, Inc. and
its subsidiaries.
We have not authorized anyone to provide you with information different from
that contained or incorporated by reference in this prospectus. The selling
stockholders are offering to sell, and seeking offers to buy, shares of our
common stock only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or of any sale
of common stock.
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PROSPECTUS SUMMARY
This summary highlights important features of this offering and the
information included or incorporated by reference in this prospectus. This
summary does not contain all of the information that you should consider before
investing in our common stock. You should read the entire prospectus carefully,
especially the risks of investing in our common stock discussed under "Risk
Factors."
APPLIX, INC.
Applix develops, markets and supports a suite of Internet-based
software applications. Applix operates two dedicated business units. The
eBusiness Division focuses on enabling customers to automate their front office
business operations. The Linux Division is a leading provider of Internet
accessible, Linux-based applications and technologies, and is the leading
provider of open source auction services and collaborative open source software
content.
THE OFFERING
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Common stock offered by selling stockholders ............... 58,571 shares
Use of proceeds............................................. We will not receive any proceeds from the sale of shares in
this offering
Nasdaq National Market symbol............................... APLX
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RISK FACTORS
An investment in our shares is extremely risky. This section describes some
of the risk factors involved in purchasing our common stock. You should
carefully consider the following factors, in addition to the other information
presented in this prospectus, in evaluating us and our business. Any of the
following risks could seriously harm our business and cause the trading price of
our common stock to decline, which could cause you to lose all or part of your
investment.
RISK FACTORS RELATED TO APPLIX, INC.
OUR ATTEMPT TO SPIN OFF OUR LINUX DIVISION MAY BE VERY COSTLY, MAY BE
UNSUCCESSFUL, OR MAY HAVE A MATERIAL NEGATIVE EFFECT ON OUR OPERATIONS AND STOCK
PRICE.
On January 25, 2000, we announced plans to separate the operations of our
Linux Division and to spin it off into a separate publicly traded company. As a
result, the Linux Division would become an independent company. Planning and
implementing the separation of the Linux Division from Applix has required and
will continue to require the dedication of management resources, and we expect
to incur certain incremental expenses in future periods related to the
separation. These efforts may disrupt our ongoing business activities. These
factors could have an adverse affect on our results of operations or financial
condition. In addition, a significant portion of our operational and
administrative infrastructure represents costs that are fixed. Accordingly,
these costs may represent a greater percentage of sales after the separation and
thus could adversely affect our results of operations.
It is anticipated that Applix will provide transitional services to support
the Linux Division operations once it is spun off. These transitional services
relate to information technology systems, supply chain management, human
resources administration, product order administration, customer service,
buildings and facilities, treasury management, and legal, finance, and
accounting. If Applix does not provide these services at an adequate level
following the spin-off, it may be held liable for losses suffered as a result by
the Linux Division. The transitional service agreements will have terms of less
than one year following the spin-off. After the expiration of these various
arrangements, we may not be able to effectively re-deploy the employees
performing these services in a timely manner, and our financial results could be
adversely affected.
The Linux spin-off is expected to be completed in early calendar 2001.
Applix intends to sell less than 20 percent of its ownership interest of the
Linux Division in the Division's initial public offering (IPO) and to distribute
as dividends its remaining shares of the Linux Division (more than 80 percent)
to Applix shareholders six months after the IPO, subject to receiving board
approval and a favorable tax ruling, as well as market conditions. If Applix
does not receive a favorable tax ruling, it is unlikely that it will make the
distribution in the expected time frame, if at all. If the distribution is
delayed or is not completed at all, our stock price could be negatively
impacted. After the IPO and before the final distribution of the remaining stock
to Applix shareholders, Applix will own more than 80 percent of the common stock
of the Linux Division. Thus, the market price of Applix common stock could be
subject to a period of volatility based on the value of the Linux Division stock
after it becomes publicly traded. Furthermore, after Applix makes the final
distribution of the Linux Division shares, Applix's share price may experience a
significant adjustment, as investors determine the stock price for our company
as a separate company from the Linux Division.
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OUR STOCK PRICE MAY BE ADVERSELY AFFECTED BY SIGNIFICANT FLUCTUATIONS IN OUR
QUARTERLY RESULTS.
We expect to experience significant fluctuations in our future results of
operations due to a variety of factors, many of which are outside of our
control, including:
- demand for and market acceptance of our products and services;
- the size and timing of customer orders, particularly large orders, some
of which represent more than 10% of total revenue during a particular
quarter;
- introduction of products and services or enhancements by us and our
competitors;
- competitive factors that affect our pricing;
- the mix of products and services we sell;
- the hiring and retention of key personnel;
- our expansion into international markets;
- conditions specific to the enterprise information portal market and
other general economic factors;
- the timing and magnitude of our capital expenditures, including costs
relating to the expansion of our operations;
- changes in generally accepted accounting policies, especially those
related to the recognition of software revenue; and
- new government legislation or regulation.
We typically receive 50% to 70% of our orders in the last month of each
fiscal quarter because our customers often delay purchases of products until the
end of the quarter and our sales organization and our individual sales
representatives strive to meet quarterly sales targets. Because a substantial
portion of our costs are relatively fixed and based on anticipated revenue, a
failure to book an expected order in a given quarter will likely not be offset
by a corresponding reduction in costs and, therefore, could adversely affect our
operating results for that quarter. Due to these factors, we believe that
quarter-to-quarter comparisons of our operating results are not a good
indication of our future performance. In future quarters, our operating results
may be below the expectations of public market analysts and investors. In this
event, the price of our common stock may fall significantly.
OUR BUSINESS WILL BE HARMED IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL
PROPERTY RIGHTS FROM MISUSE BY THIRD PARTIES.
Our collection of trademarks is important to our business. The protective
steps we take or have taken may be inadequate to deter misappropriation of our
trademark rights. We have filed applications for registration of some of our
trademarks in the United States. Effective trademark protection may not be
available in every country in which we offer or intend to offer our products and
services. Failure to protect our trademark rights adequately could
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damage our brand identity and impair our ability to compete effectively.
Furthermore, defending or enforcing our trademark rights could result in the
expenditure of significant financial and managerial resources.
OUR PRODUCTS MAY CONTAIN DEFECTS THAT MAY BE COSTLY TO CORRECT, DELAY MARKET
ACCEPTANCE OF OUR PRODUCTS AND EXPOSE US TO LITIGATION.
Despite testing by us and our customers, errors may be found in our
products after commencement of commercial shipments. This risk is exacerbated by
the fact that most of the code in our products is developed by independent
parties over whom we exercise no supervision or control. If errors are
discovered, we may have to make significant expenditures of capital to eliminate
them and yet may not be able to successfully correct them in a timely manner or
at all. Errors and failures in our products could result in a loss of, or delay
in, market acceptance of our products and could damage our reputation and our
ability to convince commercial users of the benefits of our products.
In addition, failures in our products could cause system failures for our
customers who may assert warranty and other claims for substantial damages
against us. Although our license agreements with our customers typically contain
provisions designed to limit our exposure to potential product liability claims,
it is possible that these provisions may not be effective or enforceable under
the laws of some jurisdictions. Our insurance policies may not adequately limit
our exposure to this type of claim. These claims, even if unsuccessful, could be
costly and time consuming to defend.
IF WE DO NOT INTRODUCE NEW PRODUCTS AND SERVICES IN A TIMELY MANNER, OUR
PRODUCTS AND SERVICES WILL BECOME OBSOLETE, AND OUR OPERATING RESULTS WILL
SUFFER.
The computer systems market is characterized by rapid technological change,
frequent new product enhancements, uncertain product life cycles, changes in
customer demands and evolving industry standards. Our products could be rendered
obsolete if products based on new technologies are introduced or new industry
standards emerge.
Enterprise computing environments are inherently complex. As a result, we
cannot accurately estimate the life cycles of our products. New products and
product enhancements can require long development and testing periods, which
requires us to hire and retain increasingly scarce, technically competent
personnel. Significant delays in new product releases or significant problems in
installing or implementing new products could seriously damage our business. We
have, on occasion, experienced delays in the scheduled introduction of new and
enhanced products and may experience similar delays in the future.
Our future success depends upon our ability to enhance existing products,
develop and introduce new products, satisfy customer requirements and achieve
market acceptance. This process is made more challenging by the fact that a
portion of the software development for our products is done by a number of
developers in the open source community who are not our employees in this
process. We may not successfully identify new product opportunities and develop
and bring new products to market in a timely and cost-effective manner.
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ATTEMPTS TO EXPAND BY MEANS OF BUSINESS COMBINATIONS AND STRATEGIC ALLIANCES MAY
NOT BE SUCCESSFUL AND MAY DISRUPT OUR OPERATIONS OR HARM OUR REVENUES.
While we have no current agreements or negotiations underway, we have in
the past, and may in the future, make investments in complementary companies,
products or technologies or buy businesses, products or technologies in the
future. In the event of any future purchases, we will face additional financial
and operational risks, including:
- difficulty in assimilating the operations, technology and personnel of
acquired companies;
- disruption in our business because of the allocation of resources to
consummate these transactions and the diversion of management's
attention from our core business;
- difficulty in retaining key technical and managerial personnel from
acquired companies;
- dilution of our stockholders, if we issue equity to fund these
transactions;
- assumption of operating losses, increased expenses and liabilities;
- harm to our reputation, if the open source development community does
not approve of these transactions;
- our relationships with existing employees, customers and business
partners may be weakened or terminated as a result of these
transactions; and
- additional ongoing expenses associated with amortization of goodwill
and other purchased intangible assets.
BECAUSE OUR HEADQUARTERS ARE NOT LOCATED IN A MAJOR METROPOLITAN AREA, WE MAY
NOT BE ABLE TO RECRUIT AND RETAIN QUALIFIED PROFESSIONALS, WHO ARE CURRENTLY IN
HIGH DEMAND AND WHOSE NUMBERS ARE LIMITED.
We compete intensely with other software companies nationwide to recruit
and hire from a limited pool of qualified personnel. Because our headquarters
are not located in a major metropolitan area, many qualified candidates may be
unwilling to relocate to Westboro, MA and work for us. If we cannot attract and
hire additional qualified sales and marketing, professional services and
software engineering and development personnel, our business results will
suffer.
IF WE ARE UNABLE TO HIRE AND RETAIN ADDITIONAL RESEARCH AND DEVELOPMENT,
SUPPORT, SALES AND MARKETING STAFF WE WILL NOT HAVE SUFFICIENT RESOURCES TO
COMPETE AND GROW OUR REVENUES.
We intend to hire a significant number of additional research and
development, support, sales and marketing and other personnel during 2000.
Competition for these individuals is intense, and we may not be able to attract,
assimilate or retain highly qualified personnel. Our future success and ability
to sustain our revenue growth also depend upon the continued service of our
executive officers and other key engineering, sales, marketing and support
personnel. Competition for qualified personnel in our industry is extremely
intense and characterized by rapidly increasing salaries, which may increase our
operating expenses or hinder our ability to recruit qualified candidates.
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WE RELY HEAVILY ON EXISTING MANAGEMENT AND KEY PERSONNEL.
We rely heavily on key personnel throughout the organization. In
particular, the loss of any of Jitendra Saxena, Alan Goldsworthy, Edward Terino,
Bernie Thompson, Barry Zane, and Craig Cervo or any of our staff of research and
development professionals could prevent us from successfully executing our
business strategies. Any such loss of technical knowledge and industry expertise
could negatively impact our success. Moreover, if we should lose any of these
critical employees or a group thereof, particularly to a competing organization,
we could lose market share, and the Applix brand could be diminished.
WE MAY NOT BE ABLE TO MEET THE OPERATIONAL AND FINANCIAL CHALLENGES THAT WE WILL
ENCOUNTER AS OUR INTERNATIONAL OPERATIONS EXPAND.
As we expand our international operations, we will face a number of
additional challenges associated with the conduct of business overseas. For
example:
- we may have difficulty managing and administering a globally-dispersed
business;
- fluctuations in exchange rates may negatively affect our operating
results;
- we may not be able to repatriate the earnings of our foreign
operations;
- we have to comply with a wide variety of foreign laws with which we are
not familiar;
- we may not be able to adequately protect our trademarks overseas due to
the uncertainty of laws and enforcement in certain countries relating
to the protection of intellectual property rights;
- reductions in business activity during the summer months in Europe and
certain other parts of the world could negatively impact the operating
results of our foreign operations;
- export controls could prevent us from shipping our products into and
from some markets;
- multiple and possibly overlapping tax structures could significantly
reduce the financial performance of our foreign operations;
- changes in import/export duties and quotas could affect the competitive
pricing of our products and services and reduce our market share in
some countries; and
- economic or political instability in some international markets could
result in the forfeiture of some foreign assets and the loss of sums
spent developing and marketing those assets.
RISK FACTORS RELATED TO THE INTERNET
OUR INTERNET STRATEGIES WILL FAIL IF THE INFRASTRUCTURE OF THE INTERNET IS NOT
CONTINUALLY DEVELOPED AND MAINTAINED.
The success of our internet strategy depends in large part on the continued
development and maintenance of the infrastructure of the internet. Because
global electronic business and commerce and the online exchange of
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information is new and evolving, we cannot predict with any certainty that the
internet will be a viable commercial marketplace in the long term. The internet
has experienced, and we expect it to continue to experience, significant growth
in the number of users and amount of traffic. If the internet continues to
experience an increased number of users, frequency of use or increased bandwidth
requirements of users, it may not be able to support the demands placed upon it
by this growth, and its performance and reliability may suffer. Furthermore, the
internet has experienced a variety of outages and other delays as a result of
damage to portions of its infrastructure, and could face similar outages and
delays in the future. Any outage or delay could affect the level of internet
usage, as well as the volume of traffic on our web site. In addition, the
internet could lose its viability due to increased governmental regulation and
delays in the development or adoption of new standards and protocols to handle
increased levels of activity. If the necessary infrastructure, standards or
protocols or complementary products, services or facilities are not developed,
or if the internet does not become a viable commercial marketplace, our internet
strategy will not succeed.
WE ARE VULNERABLE TO UNEXPECTED NETWORK INTERRUPTIONS CAUSED BY SYSTEM FAILURES,
WHICH MAY RESULT IN REDUCED VISITOR TRAFFIC ON OUR WEB SITE, DECREASED REVENUE
AND HARM TO OUR REPUTATION.
Substantially all of our communications hardware and other hardware related
to our web site is located at our facilities, although we have back-up and
co-location hardware for our web site located at third-party facilities. Fire,
floods, hurricanes, tornadoes, earthquakes, power loss, telecommunications
failures, break-ins and similar events could damage these systems. In addition,
although we have implemented network security measures, our servers are
vulnerable to computer viruses, electronic break-ins, human error and other
similar disruptive problems that could adversely affect our systems and web
site. Although we try to prevent unauthorized access to our systems, we cannot
eliminate this risk entirely. We could lose revenue and suffer damage to our
reputation if our systems were affected by any of these occurrences. Our
insurance policies may not adequately compensate us for any losses that may
occur due to failures or interruptions in our systems. We do not presently have
a formal disaster recovery plan.
RISK FACTORS RELATED TO OUR eBUSINESS
IF WE ARE UNABLE TO INTRODUCE NEW INTERNET-BASED CUSTOMER RELATIONSHIP
MANAGEMENT (iCRM) PRODUCTS OR PRODUCT ENHANCEMENTS ON A TIMELY BASIS, OR IF THE
MARKET DOES NOT ACCEPT THESE PRODUCTS OR PRODUCT ENHANCEMENTS, OUR BUSINESS WILL
SUFFER.
The iCRM market is new and is likely to change rapidly. The iCRM market
encompasses software solutions that enable companies to automate their
employee-facing activities, such as sales force automation, customer service,
consumer business analytics, and help desk support, as well as customer facing
activities such as email, voicemail, customer self-services, on-line chat, and
ecommerce. Our future success will depend on our ability to effectively and
timely anticipate changing customer requirements and offer products and services
that meet these demands. Potential customers may seek features that our products
do not have. As a result, we may need to develop these features, and this may
result in a longer sales cycle, increased research and development expenses and
reduced profit margins. In addition, the development of new or enhanced iCRM
products is a complex and uncertain process. We may experience design,
development, marketing and other difficulties that could delay or prevent the
introduction of new products and enhancements. For example, our ability to
introduce new products would be impaired if we cannot continue to attract, hire,
train and retain highly skilled personnel.
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BECAUSE THE iCRM MARKET IS HIGHLY COMPETITIVE, WE MAY NOT BE ABLE TO SUCCEED AND
YOU MAY LOSE PART OR ALL OF YOUR INVESTMENT.
If we fail to compete successfully in the highly competitive and rapidly
changing iCRM market, we may not be able to succeed and you may lose part or all
of your investment. We face competition primarily from customer relationship
management software firms, emerging Internet customer interaction software
vendors and computer telephony software companies. We also face competition from
traditional call center technology providers, large enterprise application
software vendors, independent systems integrators, consulting firms and in-house
IT departments. Because barriers to entry into the software market are
relatively low, we expect to face additional competition in the future.
Many of our competitors can devote significantly more resources to the
development, promotion and sale of products than we can, and many of them can
respond to new technologies and changes in customer preferences more quickly
than we can. Further, other companies with resources greater than ours may
attempt to gain market share in the iCRM market by acquiring or forming
strategic alliances with our competitors.
BECAUSE WE DEPEND ON THIRD-PARTY SYSTEMS INTEGRATORS TO SELL OUR PRODUCTS, OUR
REVENUES WILL LIKELY SUFFER IF WE DO NOT DEVELOP AND MAINTAIN THESE
RELATIONSHIPS.
We rely on systems integrators to promote, sell and implement our solution.
If we fail to maintain and develop relationships with systems integrators, our
revenues will likely suffer. We currently rely on systems integrators such as
HiServe, Pinck Softech, Readmar, JBA Software, Dynamic Decision, Revelwood,
Armstrong Laing, Breakaway Solutions, ONE Inc., and Logicasiel to recommend our
products to their customers and to install our products. If we are unable to
rely on systems integrators to implement our products, we will likely have to
provide these services ourselves, resulting in increased costs. As a result, our
results of operation may be harmed. In addition, systems integrators may
develop, market or recommend products that compete with our products. For this
reason, we must cultivate our relationships with these firms, and our failure to
do so could result in reduced sales revenues. Further, if these systems
integrators fail to implement our products successfully, our reputation may be
harmed.
BECAUSE THE SALES CYCLE FOR OUR PRODUCTS CAN BE LENGTHY, IT IS DIFFICULT FOR US
TO PREDICT WHEN OR WHETHER A SALE WILL BE MADE.
The timing of our revenues is difficult to predict in large part due to the
length and variability of the sales cycle for our products. Companies often view
the purchase of our products as a significant and strategic decision. As a
result, companies tend to take significant time and effort evaluating our
products. The amount of time and effort depends in part on the size and the
complexity of the deployment. This evaluation process frequently results in a
lengthy sales cycle, typically ranging from three to six months. During this
time we may incur substantial sales and marketing expenses and expend
significant management efforts. We do not recoup these investments if the
prospective customer does not ultimately license our product.
RISK FACTORS RELATED TO THE LINUX DIVISION
THE LINUX DIVISION HAS A LIMITED LINUX-BASED OPERATING HISTORY ON WHICH TO
EVALUATE ITS POTENTIAL FOR SUCCESS.
Although we have operated our Applixware business since 1989, the Linux
Division was established only recently, and it is difficult to predict whether
the Linux Division will be successful because it has a short operating and sales
history. The introduction of the Linux Division's primary products and services,
Applixware for Linux, Anyware, and CoSource.com began in 1998. The revenue and
income potential of this business and market is unproven, and the limited
operating history makes it difficult to evaluate the Linux Division and its
future prospects.
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We anticipate that the Linux Division will make significant investments in its
sales and marketing programs, personnel recruitment, product development and
infrastructure. Therefore, it is likely that the Linux Division will continue to
experience losses on a quarterly and annual basis for the foreseeable future.
You must consider the Linux Division's prospects in light of the risks and
difficulties encountered by companies in the early stage of development,
particularly companies in new and rapidly evolving markets. The ability to
address these risks depends on a number of factors, which include the ability
to:
- provide software that is reliable, cost-effective and able to
accommodate significant increases in the number of users and amount of
information;
- market the Applixware, Anyware, and CoSource.com products, as well as
other products and the Linux Division brand name effectively;
- continue to grow its infrastructure to accommodate new developments in
the opensource, ASP and internet software markets and increased sales;
- hire, retain and motivate qualified personnel; and
- respond to competition.
The Linux Division may not be successful in meeting these challenges and
addressing these risks and uncertainties. If they are unable to do so, their
business will not be successful and your investment in Applix's stock will
decline in value.
OUR BUSINESS CURRENTLY DEPENDS ON REVENUE RELATED TO ANYWARE, AND IT IS
UNCERTAIN WHETHER THE MARKET WILL INCREASINGLY ACCEPT THIS PRODUCT.
Although the Anyware product line accounted for less than 1% of our product
revenue in 1999, we expect that the Anyware products, and future upgraded
versions of these products, will account for a substantial portion of the Linux
Division's revenue for the foreseeable future. Our future financial performance
will depend on increasing acceptance of our current Anyware products and on the
successful development, introduction and customer acceptance of new and enhanced
versions of these products. Our business could be harmed if we fail to deliver
the enhancements to our products that customers want.
BECAUSE THE LINUX MARKET IS HIGHLY COMPETITIVE, WE MAY NOT BE ABLE TO SUCCEED,
AND YOU MAY LOSE PART OR ALL OF YOUR INVESTMENT.
If other versions of Linux-based office productivity suites are developed
and achieve market acceptance, customers may become less likely to purchase our
products, and our sales would suffer. Further, if free versions of Linux-based
office productivity suites are developed and achieve market acceptance, our
sales would suffer. In addition, we may be required to add functionality to our
Linux-based office productivity suite, which would increase our operating
expense. Competing products are currently available from Corel, Sun's Star
Office, ABISource and Gnomeric.
Many of our competitors can devote significantly more resources to the
development, promotion and sale of products than we can, and many of them can
respond to new technologies and changes in customer preferences more
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quickly than we can. Further, other companies with resources greater than ours
may attempt to gain market share in the Linux market by acquiring or forming
strategic alliances with our competitors.
OUR COSOURCE.COM AND OTHER LINUX-BASED BUSINESSES MAY NOT SUCCEED BECAUSE OPEN
SOURCE SOFTWARE BUSINESS MODELS ARE UNPROVEN.
We have not demonstrated the success of our open source business model,
which gives our customers the right freely to copy and distribute our software.
No other company has built a successful open source business. Few open source
software products have gained widespread commercial acceptance partly due to the
lack of viable open source industry participants to offer adequate service and
support on a long-term basis. In addition, open source vendors are not able to
provide industry standard warranties and indemnities for their products, since
these products have been developed largely by independent parties over whom open
source vendors exercise no control or supervision. If open source software
should fail to gain widespread commercial acceptance, we would not be able to
sustain our revenue growth and our business could fail.
TRANSITIONING THE LINUX DIVISION FROM LICENSED-BASED REVENUES TO SERVICE-BASED
REVENUES COULD HARM OUR BUSINESS.
If our plan to sell software services related to Anyware and CoSource.com
over the internet as a substitute for licensing our software fails, it could
have severe implications for our future prospects and severely harm our business
going forward. We plan to price these services on a per-transaction basis or on
a subscription basis to companies seeking to avoid the up-front cost of
licensing software. This business model is unproven and represents a significant
departure from the strategies traditionally employed by us and other software
vendors. Our efforts to develop this business may require significant management
time and attention. In connection with this new business model, we will contract
with third-party service providers to perform many of the necessary services,
and we will be responsible for monitoring their performance. If any service
provider delivers inadequate support or service to our customers, our reputation
could be harmed. Even if our strategy of selling software services over the
internet is successful in attracting customers, some of those internet customers
may otherwise have bought our software and services through our traditional
licensing arrangements. Any shift in potential license revenue to our new
business model, which is unproven and potentially less profitable, could harm
our business.
IF WE FAIL TO MANAGE OUR GROWTH EFFECTIVELY, OUR BUSINESS AND PROSPECTS WOULD BE
HARMED.
Our failure to manage our growth could adversely affect our business. The
planned expansion of our operations will place a significant strain on our
management, financial controls, operations systems, personnel and other
resources. Our ability to manage our future growth, should it occur, will depend
in large part upon a number of factors including our ability to rapidly:
- build and train our sales and marketing staff to create an expanding
presence in the evolving enterprise information portal market, and keep
them fully informed over time regarding the technical features, issues
and key selling points of our products;
- develop our customer support capacity as sales of our products grow, so
that we can provide customer support without diverting engineering
resources from product development efforts; and
-12-
<PAGE> 15
- expand our internal management and financial controls significantly, so
that we can maintain control over our operations and provide support to
other functional areas within the Linux Division as the size of our
organization increases.
THE SUCCESS OF OUR ANYWARE PRODUCT IS DEPENDENT UPON SUNMICROSYSTEMS' JAVA
TECHNOLOGY, OVER WHICH WE HAVE NO CONTROL.
We license various Java-related software from Sun Microsystems, which is
the core technology upon which our Anyware product is based. In the event that
Sun were to discontinue or significantly alter its Java product, it would impair
our ability to provide product upgrades and develop new products on a timely
basis, if at all.
IF WE ARE UNABLE TO OBTAIN SUFFICIENT CAPITAL, WE WILL NOT BE ABLE TO CONTINUE
OR TO GROW THE LINUX DIVISION.
We will need significant additional funds, which we may be unable to obtain
on terms acceptable to us or at all. The expansion and development of our
business will require significant capital to fund our operating losses, working
capital needs and capital expenditures. During the next twelve months, we expect
to meet our cash requirements with existing cash and cash equivalents and the
net proceeds from a private placement offering. Our failure to raise sufficient
funds may require us to delay or abandon some or all of our development and
expansion plans or otherwise forego market opportunities. Future equity or debt
financing may not be available to us on favorable terms or at all. Our inability
to obtain additional capital on satisfactory terms may delay or prevent the
expansion of our business, which could cause our business and prospects to
suffer.
IF WE ARE UNABLE TO PROVIDE HIGH-QUALITY CUSTOMER SUPPORT AND SERVICES, WE WILL
BE UNABLE TO MEET THE NEEDS OF OUR LINUX CUSTOMERS.
For our business to succeed, we must effectively market our integrated
system and service solution. If our service organization does not meet the needs
or expectations of customers, we face an increased risk that customers will
purchase systems from other integrated solution providers or purchase systems
from one vendor and services from a Linux specialist.
OUR PRODUCTS AND SERVICES ARE DEPENDENT UPON THE EFFORTS OF MEMBERS OF THE OPEN
SOURCE COMMUNITY.
The quality of our products and services is dependent on the efforts and
the expertise of members of the open source community. If we do not continue to
work productively with these members, our ability to provide product enhancement
and quality services will be harmed, which would harm our revenues and
compromise our reputation in the open source community and with customers.
YEAR 2000 ISSUES
Many computer programs and systems recognize dates using two-digit year
data (rather than four-digit year data), and therefore may be unable to
determine the correct century for the year. Failure to properly recognize and
process date information may cause such programs and systems to fail to operate
or to operate with erroneous results. This is commonly referred to as the "Year
2000" problem.
-13-
<PAGE> 16
We implemented a company-wide Year 2000 plan to identify and resolve Year
2000 issues associated with (i) products and services sold by us, (ii) our
internal systems and (iii) products and services provided to us by third
parties. To date, we have experienced no material problems relating to year 2000
compliance.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This prospectus includes and incorporates forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. All statements, other than statements of
historical facts, included or incorporated in this prospectus regarding our
strategy, future operations, financial position, future revenues, projected
costs, prospects, plans and objectives of management are forward-looking
statements. The words "anticipates," "believes," "estimates," "expects,"
"intends," "may," "plans," "projects," "will," "would" and similar expressions
are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. We cannot guarantee
that we actually will achieve the plans, intentions or expectations disclosed in
our forward-looking statements and you should not place undue reliance on our
forward-looking statements. Actual results or events could differ materially
from the plans, intentions and expectations disclosed in the forward-looking
statements we make. We have included important factors in the cautionary
statements included or incorporated in this prospectus, particularly under the
heading "Risk Factors," that we believe could cause actual results or events to
differ materially from the forward-looking statements.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares by the selling
stockholders.
-14-
<PAGE> 17
SELLING STOCKHOLDERS
We issued the shares of common stock covered by this prospectus in a
private placement in connection with our acquisition of Cosource.com in December
1999. The following table sets forth, to our knowledge, certain information
about the selling stockholders as of March 15, 2000.
Beneficial ownership is determined in accordance with the rules of the SEC,
and includes voting or investment power with respect to shares. Unless otherwise
indicated below, to our knowledge, all persons named in the table have sole
voting and investment power with respect to their shares of common stock, except
to the extent authority is shared by spouses under applicable law. The inclusion
of any shares in this table does not constitute an admission of beneficial
ownership for the person named below.
<TABLE>
<CAPTION>
Name of Selling Stockholder Shares of Common Stock Number of Shares Shares of Common Stock to be
Beneficially Owned Prior to of Common Stock Beneficially Owned After
Offering Being Offering
Offered (4)
- --------------------------------------------------------------------------------------------------------------------
Number Percentage Number Percentage
------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C>
Laurie Thompson (1) 122,998 1.09% 42,281 80,717 *
Norm Jacobowitz (2)(3) 14,145 * 4,862 9,283 *
Phil Hughes 5,714 * 5,714 0 *
Bjorn Stadil 5,714 * 5,714 0 *
- -------------------------
</TABLE>
* Less than one percent.
(1) 92,248 shares of common stock listed as owned by Laurie Thompson are
subject to a restricted stock agreement, pursuant to which such shares
will vest in eight equal semiannual installments beginning on June 10,
2000, contingent upon the continued employment of Ms. Thompson's
spouse, Bernie Thompson, with Applix.
(2) 10,609 shares of common stock listed as owned by Norm Jacobowitz are
subject to a restricted stock agreement, pursuant to which such shares
will vest in eight equal semiannual installments beginning on June 10,
2000, contingent upon the continued employment of Mr. Jacobowitz with
Applix.
(3) Employee of Applix and former employee of Cosource.com.
(4) We do not know when or in what amounts a selling stockholder may offer
shares for sale. The selling stockholders may not sell any or all of
the shares offered by this prospectus. Because the selling stockholders
may offer all or some of the shares pursuant to this offering, and
because there are currently no agreements, arrangements or
understandings with respect to the sale of any of the shares, we can
not estimate the number of the shares that will be held by the selling
stockholders after completion of the offering. However, for purposes of
this table, we have assumed that, after completion of the offering,
none of the shares covered by this prospectus will be held by the
selling stockholders.
-15-
<PAGE> 18
Except as indicated above, none of the selling stockholders has held any
position or office with, or has otherwise had a material relationship with, us
or any of our subsidiaries within the past three years. In connection with our
acquisition of Cosource.com, we entered into employment agreements with Bernie
Thompson, formerly President and Chief Executive Officer of Cosource.com, and
Norm Jacobowitz, a former employee of Cosource.com, under which each will
perform certain services for us through December 9, 2003.
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time to
time by the selling stockholders. The term "selling stockholders" includes
donees, pledgees, transferees or other successors-in-interest selling shares
received after the date of this prospectus from a selling stockholder as a gift,
pledge, partnership distribution or other non-sale related transfer. The selling
stockholders will act independently of us in making decisions with respect to
the timing, manner and size of each sale. Such sales may be made on one or more
exchanges or in the over-the-counter market or otherwise, at prices and under
terms then prevailing or at prices related to the then current market price or
in negotiated transactions. The selling stockholders may sell their shares by
one or more of, or a combination of, the following methods:
- purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this prospectus;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
- 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;
- an over-the-counter distribution in accordance with the rules of the
Nasdaq National Market;
- in privately negotiated transactions; and
- in options transactions.
In addition, any shares that qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this prospectus.
To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In connection with
distributions of the shares or otherwise, the selling stockholders may enter
into hedging transactions with broker-dealers or other financial institutions.
In connection with such transactions, broker-dealers or other financial
institutions may engage in short sales of the common stock in the course of
hedging the positions they assume with selling stockholders. The selling
stockholders may also sell the common stock short and redeliver the shares to
close out such short positions. The selling stockholders may also enter into
option or other transactions with broker-dealers or other financial institutions
which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction). The selling stockholders may also pledge
shares to a broker-dealer or other financial institution, and, upon a default,
such broker-dealer or other financial institution, may effect sales of the
pledged shares pursuant to this prospectus (as supplemented or amended to
reflect such transaction).
-16-
<PAGE> 19
In effecting sales, broker-dealers or agents engaged by the selling
stockholders may arrange for other broker-dealers to participate. Broker-dealers
or agents may receive commissions, discounts or concessions from the selling
stockholders in amounts to be negotiated immediately prior to the sale.
In offering the shares covered by this prospectus, the selling stockholders
and any broker-dealers who execute sales for the selling stockholders may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. Any profits realized by the selling stockholders and
the compensation of any broker-dealer may be deemed to be underwriting discounts
and commissions.
In order to comply with the securities laws of certain states, if
applicable, the shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
We have advised the selling stockholders that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling stockholders and their affiliates.
In addition, we will make copies of this prospectus available to the selling
stockholders for the purpose of satisfying the prospectus delivery requirements
of the Securities Act. The selling stockholders may indemnify any broker-dealer
that participates in transactions involving the sale of the shares against
certain liabilities, including liabilities arising under the Securities Act.
At the time a particular offer of shares is made, if required, a prospectus
supplement will be distributed that will set forth the number of shares being
offered and the terms of the offering, including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, any discount,
commission and other item constituting compensation, any discount, commission or
concession allowed or reallowed or paid to any dealer, and the proposed selling
price to the public.
The selling stockholders will pay any underwriting discounts and
commissions and expenses incurred by the selling stockholders for brokerage,
accounting, tax or legal services or any other expenses incurred by the selling
stockholders in disposing of the shares. We will bear all other costs, fees and
expenses incurred in effecting the registration of the shares covered by this
prospectus, including, without limitation, all registration and filing fees,
Nasdaq listing fees and fees and expenses of our counsel and our accountants.
LEGAL MATTERS
The validity of the shares offered by this prospectus has been passed upon
by Hale and Dorr LLP.
EXPERTS
The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 1999 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
-17-
<PAGE> 20
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other documents with the Securities
and Exchange Commission. You may read and copy any document we file at the SEC's
public reference room at Judiciary Plaza Building, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549. You should call 1-800-SEC-0330 for more
information on the public reference room. Our SEC filings are also available to
you on the SEC's Internet site at http://www.sec.gov.
This prospectus is part of a registration statement that we filed with the
SEC. The registration statement contains more information than this prospectus
regarding us and our common stock, including certain exhibits and schedules. You
can obtain a copy of the registration statement from the SEC at the address
listed above or from the SEC's Internet site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate" into this prospectus information that we
file with the SEC in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be part
of this prospectus. Information contained in this prospectus and information
that we file with the SEC in the future and incorporate by reference in this
prospectus automatically updates and supersedes previously filed information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, prior to the sale of all the shares covered by this
prospectus.
(1) Our Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 as filed with the Commission on
March 30, 2000;
(2) The description of our common stock contained in our
Registration Statement on Form 8-A as filed with the
Commission on October 28, 1994.
You may request a copy of these documents, which will be provided to you at
no cost, by contacting:
Applix, Inc.
112 Turnpike Road
Westboro, Massachusetts 01581
Telephone: (508) 870-0300
-18-
<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses to be incurred in
connection with the sale and distribution of the securities being registered
hereby, all of which will be borne by Applix (except any underwriting discounts
and commissions and expenses incurred by the selling stockholders for brokerage,
accounting, tax or legal services or any other expenses incurred by the selling
stockholders in disposing of the shares). All amounts shown are estimates except
the Securities and Exchange Commission registration fee.
<TABLE>
<CAPTION>
<S> <C>
Filing Fee - Securities and Exchange Commission .................... $ 162
Legal fees and expenses............................................. $ 15,000
Accounting fees and expenses........................................ $ 10,000
Miscellaneous expenses.............................................. $ 4,838
---------
Total Expenses............................................. $ 30,000
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 13(b)(1 1/2) of Chapter 156B of the Massachusetts General Laws
allows a corporation to eliminate or limit the personal liability of a director
of a corporation to the corporation or its stockholders for monetary damages for
a breach of fiduciary duty as a director notwithstanding any provision of law
imposing such liability, except where the director breached his duty of loyalty,
failed to act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of an improper distribution or loan to an
insider or obtained an improper personal benefit. Applix, Inc. has included such
a provision in its Articles of Organization.
Section 67 of Chapter 156B of the Massachusetts General Laws ("Section 67")
provides that a corporation may indemnify its directors and officers to the
extent specified in or authorized by: (i) the articles of organization, (ii) a
by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election of directors.
In all instances, the extent to which a corporation provides indemnification to
its directors and officers under Section 67 is optional.
The Company's articles of organization provide that a director or officer
of the Company shall be indemnified by the Company 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
Company 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 Company. Expenses incurred in defending a
civil or criminal action, suit or proceeding shall be advanced by the Company 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 Company that the director or officer
did not meet the applicable standard of conduct required for indemnification, or
if the Company 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 Company notice of the action for which
indemnity is sought and the Company has the right to participate in such action
or assume the defense thereof.
The Company'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 Company must indemnify
those persons to the fullest extent permitted by such law as so amended.
II-1
<PAGE> 22
The Company has purchased and maintains insurance coverage under a policy
insuring directors and officers of the Company against certain liabilities which
they may incur as directors or officers of the Company, which may include
coverage for liabilities arising under the Securities Act.
ITEM 16. EXHIBITS
EXHIBIT DESCRIPTION
NUMBER
*4.1 Restated Articles of Organization of the Registrant.
*4.2 By-laws of the Registrant.
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Hale and Dorr LLP, included in Exhibit
5.1 filed herewith.
24.1 Power of Attorney (See page II-4 of this
Registration Statement).
- ----------
* Incorporated by reference from the Company's Registration Statement on Form
S-1 (File No. 33-85688).
ITEM 17. UNDERTAKINGS.
The undersigned Registrant 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. Notwithstanding the
foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and
(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 is 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.
II-2
<PAGE> 23
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 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
Registrant pursuant to the indemnification provisions described herein, or
otherwise, the Registrant 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 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.
II-3
<PAGE> 24
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
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westboro, Commonwealth of Massachusetts, on April
14, 2000.
Applix, Inc.
By: /s/ Jitendra S. Saxena
-----------------------
Jitendra S. Saxena
Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of Applix, Inc., hereby
severally constitute and appoint Edward Terino and Patrick J. Rondeau, and each
of them singly, our true and lawful attorneys with full power to any of them,
and to each of them singly, to sign for us and in our names in the capacities
indicated below the Registration Statement on Form S-3 filed herewith and any
and all pre-effective and post-effective 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.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jitendra S. Saxena Chairman, Chief Executive Officer and Director April 14, 2000
- ----------------------------- (Principal Executive Officer)
Jitendra S. Saxena
/s/ Edward Terino Senior Vice President, Finance & Administration, April 14, 2000
- ----------------------------- Chief Financial Officer and Treasurer (Principal
Edward Terino Financial and Accounting Officer)
/s/ Paul J. Ferri Director April 14, 2000
- -----------------------------
Paul J. Ferri
/s/ Alain J. Hanover Director April 14, 2000
- -----------------------------
Alain J. Hanover
/s/ David C. Mahoney Director April 14, 2000
- -----------------------------
David C. Mahoney
</TABLE>
II-4
<PAGE> 25
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER
*4.1 Restated Articles of Organization of the Registrant.
*4.2 By-laws of the Registrant.
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Hale and Dorr LLP, included in Exhibit
5.1 filed herewith.
24.1 Power of Attorney (See page II-4 of this
Registration Statement).
- -------
* Incorporated by reference from the Company's Registration Statement on
Form S-1 (File No. 33-85688)
II-5
<PAGE> 1
EXHIBIT 5.1
HALE AND DORR LLP
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 - FAX 617-526-5000
April 13, 2000
Applix, Inc.
112 Turnpike Road
Westboro, Massachusetts 01581
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration Statement on
Form S-3 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of an aggregate of 58,571
shares of Common Stock, $.0025 par value per share (the "Shares"), of Applix,
Inc., a Massachusetts corporation (the "Company"). All of the Shares are being
registered on behalf of certain stockholders of the Company (the "Selling
Stockholders").
We have acted as counsel for the Company in connection with the registration for
resale of the Shares. We have examined signed copies of the Registration
Statement to be filed with the Commission. We have also examined and relied upon
the minutes of meetings of the stockholders and the Board of Directors of the
Company as provided to us by the Company, stock record books of the Company as
provided to us by the Company, the Articles of Organization and By-Laws of the
Company, each as restated and/or amended to date, and such other documents as we
have deemed necessary for purposes of rendering the opinions hereinafter set
forth.
In our examination of the foregoing documents, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the 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.
We express no opinion herein as to the laws of any state or jurisdiction other
than the state laws of the Commonwealth of Massachusetts and the federal laws of
the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the Shares
have been duly authorized and are validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
<PAGE> 2
name therein and in the related prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ HALE AND DORR LLP
HALE AND DORR LLP
-2-
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 to register 58,571 shares of common stock of our report
dated January 25, 2000 relating to the financial statements, which appears in
Applix Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, MA
April 12, 2000
