<PAGE>
As filed with the Securities and Exchange Commission on October 21, 1996.
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
Inference Corporation
(Exact name of registrant as specified in its charter)
___________________
Delaware 95-3436352
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Rowland Way, Novato, California 94945
(Address of principal executive offices)
AMENDED AND RESTATED INFERENCE CORPORATION
1993 STOCK OPTION PLAN
(Full title of the plan)
William D. Griffin
Senior Vice President, Chief Financial Officer and Secretary
100 Rowland Way, Novato, California 94945
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service: (415) 893-7200
___________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per share price fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 500,000/(1)/ $19.125/(2)/ $9,562,500/(2)/ $3,298/(2)/
par value $0.01 shares
per share
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, options and other rights to purchase or acquire
the shares of Common Stock covered by the Prospectus, and, pursuant to Rule
416 under the Securities Act of 1933, an indeterminate number of shares
which by reason of certain events specified in the Plan may become subject
to the Plan.
(2) Pursuant to Rule 457(c) and Rule 457(h) and based upon the closing price of
the Registrant's Class A Common Stock as reported on The NASDAQ National
Market as of October 22, 1996 (the last sale on any date within five
business days prior to the date of filing hereof).
================================================================================
<PAGE>
PART II
INCORPORATION BY REFERENCE
The contents of the Company's Registration Statement on Form S-8
(No. 333-1416), as amended by Post-Effective Amendment No. 1 thereto,
heretofore filed with the Securities and Exchange Commission are hereby
incorporated in this Registration Statement by reference.
REGISTRATION OF ADDITIONAL SECURITIES
INCREASE IN SHARES ISSUABLE PURSUANT TO THE 1993 PLAN
Pursuant to General Instruction E of Form S-8, this Registration
Statement relates to an amendment ("Amendment") to the Amended and
Restated Inference Corporation 1993 Stock Option Plan (the "Plan")
pursuant to which the number of shares of Class A Common Stock issuable
thereunder was increased by 500,000 and to the registration of such
additional shares of Class A Common Stock such that the aggregate number
of shares of Class A Common Stock registered for issuance under the Plan,
after the effectiveness of this Registration Statement, will be 1,286,558.
The Amendment was approved by the Company's Board of Directors
on March 28, 1996 and was approved by the Company's stockholders at the
Company's Annual Meeting on July 2, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
See the attached Exhibit Index.
2
<PAGE>
SIGNATURES
The Registrant. 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 the City of Novato, State
of California, on October 21, 1996.
INFERENCE CORPORATION
By: /s/ WILLIAM D. GRIFFIN
-------------------------------------
William D. Griffin
Its: Director, Senior Vice President,
Chief Financial Officer and Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Peter R. Tierney and William D. Griffin, his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------- ------------------------------------- ----------------
<S> <C> <C>
/s/ PETER R. TIERNEY Chairman of the Board, President October 21, 1996
- --------------------- and Chief Executive Officer
Peter R. Tierney (Principal Executive Officer)
/s/ WILLIAM D. GRIFFIN Director, Senior Vice President, October 21, 1996
- ---------------------- Chief Financial Officer and
William D. Griffin Secretary (Principal
Financial and Accounting Officer)
/s/ ANTHONY SUN Director October 21, 1996
- ---------------------
Anthony Sun
/s/ CHARLES S. GIBSON Director October 21, 1996
- ---------------------
Charles S. Gibson
/s/ ERIC HERR Director October 21, 1996
- ---------------------
Eric Herr
/s/ DEAN O. ALLEN Director October 21, 1996
- ---------------------
Dean O. Allen
</TABLE>
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- -------- ----------- -------------
<S> <C> <C>
5.1 Opinion of Counsel (opinion re legality).
23.1 Consent of Ernst & Young LLP (Consent of
Independent Accountants of the Registrant).
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included on the Signature
Page).
</TABLE>
4
<PAGE>
EXHIBIT 5.1
October
21st
1 9 9 6
410,792-29
NB1-267853.V1
Inference Corporation
100 Rowland Avenue
Novato, California 94945
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We are rendering this opinion to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement") covering the registration
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of 500,000 shares (the "Shares") of Common Stock, par value $0.01, of
Inference Corporation, a Delaware corporation (the "Company"), issuable upon the
exercise of awards granted or to be granted under the Company's Amended and
Restated 1993 Stock Option Plan, as amended (the "Plan"). We are familiar with
the proceedings heretofore taken by you in connection with the authorization and
issuance of the Shares.
In connection with this opinion, we have examined such documents and
have reviewed such matters of fact and questions of law as we have considered
necessary for purposes hereof. On the basis of such examination and review and,
subject to proceedings being duly taken and completed by you as now contemplated
by us as your counsel prior to the issuance of the Shares, we are of the opinion
that the Shares to be issued under the Plan will, when issued and sold in
accordance with the terms of the Plan, be duly authorized, validly issued, fully
paid and non-assessable shares of Common Stock of the Company.
The law covered by this opinion is limited to the present federal law
of the United States and the present law of the State of California and the
Delaware General Corporation Law. We express no opinion regarding the statutes,
administrative decisions, rules or regulations of any county, municipality or
special political subdivision or other local authority.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
O'MELVENY & MYERS LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Amended and Restated Inference Corporation 1993
Stock Option Plan of our report dated February 23, 1996, with respect to the
consolidated financial statements of Inference Corporation included in its
Annual Report (Form 10-K) for the year ended January 31, 1996, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Francisco, California
October 21, 1996
