<PAGE>
As filed with the Securities and Exchange Commission on July 26, 1996.
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
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
FOURTH AMENDED AND RESTATED INFERENCE CORPORATION INCENTIVE STOCK OPTION PLAN
AND INFERENCE CORPORATION NONSTATUTORY STOCK OPTION PLAN
STOCK OPTION AGREEMENTS/(1)/
(Full title of the plan)
William D. Griffin
Senior Vice President and Chief Financial Officer
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
___________________
(1) This Registration Statement covers the options and the underlying
shares of Class A Common Stock thereunder granted pursuant to Stock
Option Agreements between the Company and the individuals listed on
Schedule A attached hereto.
The Exhibit Index for this Registration Statement is located at page 10.
================================================================================
<PAGE>
SCHEDULE A
1. Andrew Alcock 45. Gordon Nevill
2. Dean Allen 46. Danny Nicholaou
3. Phil Allen 47. Reinhard Nobis
4. Rich Barfus 48. Colin Nunn
5. John Binns 49. Philip Padfield
6. Paul Bravey 50. Simon Parry
7. Bill Busiek 51. George Pollard
8. David Calcutt 52. Lawrence Poynter
9. Sarah Cassie 53. Peter Price
10. Allen Charlton 54. Bill Richer
11. Clayton Chisum 55. Dusan Rnic
12. Peter Christodoulou 56. John Rogers
13. Andrew Codd 57. Anthony Sun
14. Russell Cory 58. Pete Tierney
15. Nick Dunlavey 59. Stefan Wess
16. Julie Emblem 60. Malcom West
17. Ken Fifield 61. Terry Whearley
18. Ian Firth 62. Chuck Williams
19. Helen Fitzpatrick
20. Mark Frampton
21. Mick French
22. Scott Gibson
23. Jeremy Goodall
24. Jeff Greif
25. Simon Griffiths
26. Eric Herr
27. Tony Hewitt
28. Peter Holtzman
29. Holger Hoppe
30. Cate Horncastle
31. Kevin Hughes
32. Alexander Jacobson
33. Andrew Jedynez
34. David Johnson
35. Nicholas Jones
36. Mike Keen
37. Albert Lamb
38. Frank Lombos
39. Angelo Maestrini
40. Chris McKee
41. Lawrence Mond
42. Carol Montgomerie
43. Ken Morton
44. David Needham
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-
8 (plan information and registrant information) will be sent or given to
employees as specified by Rule 428(b)(1) promulgated under the Securities Act of
1933, as amended (the "Securities Act"). Such documents need not be filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Post Effective Amendment No. 1 to this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 of the Securities Act. These
documents, which include the statement of availability required by Item 2 of
Form S-8, and the documents incorporated by reference in this Post-Effective
Amendment No. 1 to this Registration Statement pursuant to Item 3 of Form S-8
(Part II hereof), taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
3
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
On July 2, 1996, the shareholders of Inference Corporation, a
California corporation ("Inference-California"), approved the reincorporation of
Inference-California into the State of Delaware. On July 8, 1996, the
reincorporation was effectuated pursuant to the merger of Inference-California
with and into INFR, Inc., a Delaware corporation ("Inference-Delaware"), with
Inference-Delaware being the surviving corporation and renamed "Inference
Corporation." The merger merely changed Inference-California's corporate
domicile from California to Delaware and did not result in any change of its
officers, directors, business or policies or the relative equity interest of
Inference-California's shareholders. Inference-Delaware hereby expressly adopts
this Registration Statement as its own Registration Statement for all purposes
of the Securities Act and the Securities and Exchange Act of 1934, as amended
(the "Exchange Act").
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company (or its predecessor, Inference -
California) filed with the Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K for the Company's fiscal year ended January
31, 1996;
(b) Quarterly Report on Form 10-Q for the Company's quarterly period ended
April 30, 1996;
(c) Current Report on Form 8-K as filed with the Commission on July 17,
1996; and
(d) The description of the Company's Class A Common Stock contained in a
registration statement filed by the Company under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into the prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained herein or in a
document, all or a portion of which is incorporated or deemed to be incorporated
by reference herein, shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such
4
<PAGE>
statement so modified or superseded shall not be deemed, except as so modified
or amended, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Class A Common Stock, $0.01 par value, (the "Common Stock") of
Inference Corporation, a Delaware corporation (the "Company"), is registered
pursuant to Section 12 of the Exchange Act, and, therefore, the description of
securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that to the fullest
extent permitted by the Delaware General Corporation Law (the "DGCL") a director
of the Company shall not be liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director. Under the current
provisions of the DGCL, liability of a director may not be limited (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases and (iv) for any
transaction from which the director derives an improper personal benefit. This
provision does not limit or eliminate the rights of the Company or any
stockholder to seek nonmonetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care.
The Certificate of Incorporation of the Company further provides that
the Company is authorized to provide for the indemnification of agents
(including directors and officers) of the Company to the fullest extent
permitted under applicable law. The DGCL gives the Company the power to
indemnify directors, officers, employees and agents of the Company in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act. In addition, the Company's Bylaws provide that the Company
shall indemnify its directors, officers, employees and agents against losses
incurred by any such person by reason of the fact that such person was acting in
such capacity. In addition, the Company has obtained directors' and officers'
liability insurance.
The Company has entered into agreements (the "Indemnification
Agreements") with each of the directors and executive officers of the Company
pursuant to which the Company has agreed to indemnify such director or executive
officer from claims, liabilities, damages, expenses, losses, costs, penalties or
amounts paid in settlement incurred by such director or executive officer in or
arising out of his or her capacity as a director, executive officer, employee
and/or agent of the Company or any other corporation of which he or she
5
<PAGE>
is a director or executive officer at the request of the Company to the maximum
extent provided by applicable law. In addition, such director or executive
officer is entitled to an advance of expenses to the maximum extent authorized
or permitted by law. It is anticipated that similar contracts may be entered
into, from time to time, with future directors and executive officers of the
Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The restricted securities to be reoffered and resold pursuant to this
Registration Statement were issued to the Registrant's former and current
employees and directors and a consultant pursuant to the Registrant's stock
option plans. Based upon, among other things, the investment representations
made by such former and current employees and directors and consultant in
connection with the issuances of such restricted securities, such issuances were
exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) thereto.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) 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;
(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 (a)(1)(i) and (a)(1)(ii) do not
apply if 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
6
<PAGE>
13 or Section 15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment 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; and
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of deter
mining 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 the 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.
(h) 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 provisions described in Item 6 above, 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.
7
<PAGE>
EXPLANATORY NOTE
The Reoffer Prospectus which follows has been prepared on Form S-3 and
is included in this Post-Effective Amendment No. 1 to Registration Statement
pursuant to General Instruction C of Form S-8 to cover reoffers and resales of
previously issued restricted securities acquired pursuant to stock option
agreements between the Registrant and several of its current and former
employees and directors and a consultant.
8
<PAGE>
REOFFER PROSPECTUS
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933
______________
24,642 SHARES
INFERENCE CORPORATION
CLASS A COMMON STOCK
______________
This Prospectus relates to the resale by certain current and former
employees and directors and a consultant (hereinafter referred to collectively
as the "Selling Stockholders" and individually as a "Selling Stockholder") of up
to 24,642 shares of Class A Common Stock, $0.01 par value (the "Common Stock"),
of Inference Corporation, a Delaware corporation (the "Company"), acquired upon
the exercise of stock options granted by the Company pursuant to various
employee benefit plans. The Company will receive no portion of the proceeds of
sales made hereunder. All registration expenses of the offering are being borne
by the Company, but all selling and other expenses, including brokerage fees,
will be borne by the Selling Stockholders.
The Common Stock of the Company is traded on the NASDAQ National Market
under the symbol "INFR." Prospective purchasers should obtain current market
information about the Common Stock.
FOR INFORMATION CONCERNING FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS, SEE "RISK FACTORS."
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
ANY OFFER CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS IS NOT AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, IN ANY
STATE IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________
The date of this Prospectus is July 26, 1996.
R-1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION.................................................R-3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......................R-3
THE COMPANY...........................................................R-4
RISK FACTORS..........................................................R-4
USE OF PROCEEDS.......................................................R-4
THE SELLING STOCKHOLDERS..............................................R-5
PLAN OF DISTRIBUTION..................................................R-5
INDEMNIFICATION OF DIRECTORS AND OFFICERS.............................R-5
LEGAL MATTERS.........................................................R-6
EXPERTS...............................................................R-6
</TABLE>
R-2
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and in accordance
therewith files reports, information statements and other information with the
Securities and Exchange Commission ("Commission"). The reports, information
statements and other information filed by the Company with the Commission can be
inspected and copied at the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at its regional offices located at 7 World Trade
Center, 13th Floor, New York, New York 10048 and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
information can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common
Stock is listed on the Nasdaq National Market and similar information can be
inspected and copied at the offices of the National Association of Securities
Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.
This Prospectus constitutes a part of a registration statement on Form
S-8 (together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act of
1933, as amended ("Securities Act."). As permitted by the rules and regulations
of the Commission, this Prospectus omits certain of the information contained in
the Registration Statement and reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Company and the securities offered hereby. Statements contained herein
concerning the provisions of any documents filed as an exhibit to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete, and in each instance reference is made to the copy of such
document so filed. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company (or its
predecessor, Inference Corporation, a California corporation) with the
Commission and are hereby incorporated by reference into this Reoffer
Prospectus:
(a) The Company's Annual Report on Form 10-K for the Company's fiscal year
ended January 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the Company's quarterly
period ended April 30, 1996;
(c) The Company's Current Report on Form 8-K as filed with the Commission
on July 17, 1996;
(d) The Prospectus ("Final Prospectus") filed by the Company on July 3,
1995 pursuant to Rule 424(b) promulgated under the Securities Act in
connection with the Company's Registration Statement on Form S-1 (No.
33-92386), effective June 29, 1995; and
(e) The description of the Company's Class A Common Stock contained in a
registration statement filed by the Company under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose
of updating such description.
All other documents and reports filed pursuant to Sections 13, 14 or
15(d) of the Exchange Act (except information included in any such document in
response to Items 402(i), 402(k) or 402(o) of Regulation S-K under the
Securities Act) from the date of this Prospectus and prior to the termination of
this offering of the securities shall be deemed to be incorporated by reference
herein and shall be deemed to be a part hereof from the date of the filing of
such reports and documents.
R-3
<PAGE>
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modified or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all documents which are incorporated herein by
reference (not including the exhibits to such documents, unless such exhibits
are specifically incorporated by reference in the document which this Prospectus
incorporates). Requests should be directed to Mr. William D. Griffin, Senior
Vice President and Chief Financial Officer, Inference Corporation, 100 Rowland
Way, Novato, California, telephone number: (415) 893-7200.
THE COMPANY
Inference Corporation, the issuer of the shares of Common Stock offered
under this Prospectus, develops, markets and supports strategic knowledge
management software for problem identification and resolution applications for
front office operations, serving the internal help desk, customer support and
sales organizations. The Company maintains its principal executive offices at
100 Rowland Way, Novato, California 94945, telephone number: (415) 893-7200.
RISK FACTORS
Prior to purchasing the shares of Class A Common Stock offered hereby,
prospective investors should consider carefully, in addition to the other
information contained in and incorporated into this Reoffer Prospectus, the Risk
Factors included at pages 7 to 13 of the Final Prospectus incorporated herein.
USE OF PROCEEDS
The shares of Common Stock offered hereby are being registered for the
accounts of the Selling Stockholders and, accordingly, the Company will not
receive any proceeds from the sale of such shares.
R-4
<PAGE>
THE SELLING STOCKHOLDERS
The table below sets forth (i) the names and relationships with the
Company of the Selling Stockholders and (ii) the number of shares of Common
Stock which each Selling Stockholder (a) beneficially owned on May 31, 1996, (b)
may sell under this Reoffer Prospectus and (c) would have beneficially owned if
all of the shares offered hereby had been sold on May 31, 1996. There were
6,895,304 shares of Class A Common Stock issued and outstanding at May 31, 1996.
No Selling Stockholder beneficially owned one percent or more of the outstanding
Common Stock on May 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF SHARES TO
NUMBER OF SHARES BE
RELATIONSHIP WITH SHARES OWNED REGISTERED OWNED AFTER
NAME COMPANY ON MAY 31, 1996 HEREBY OFFERING
- - ----------------- ----------------- ---------------- ----------- ------------
<S> <C> <C> <C> <C>
Jeanette Bergmann Employee 791 100 691
Thelma Birks Former Employee 2,606 2,606 0
Clayton Chisum Former Director 6,245 2,700 3,545
Kaare Danielsen Former Employee 40 40 0
Fred Dashiell Former Employee 2,260 2,260 0
Scott Gibson Director 10,000 7,000 3,000
Christian Grau Former Employee 475 475 0
Susan Judy Former Employee 866 866 0
Terri Koster Former Employee 100 100 0
David Linski Former Employee 623 623 0
Gary Mackinnon Former Employee 3,283 3,283 0
Mary Mallon Former Employee 88 88 0
Curt Monash Former Consultant 3,000 3,000 0
William Santore Former Employee 413 413 0
Lisa Solazzo Former Employee 970 970 0
Priyamvadha Thambu Former Employee 12 12 0
Gary Zimmerman Former Employee 106 106 0
</TABLE>
PLAN OF DISTRIBUTION
The Selling Stockholders may sell the shares of Common Stock covered by
this Reoffer Prospectus from time to time directly or by one or more brokers or
dealers in the over-the-counter market, or on any stock exchange on which shares
of Common Stock may be listed at the time of sale, or otherwise, on terms and
conditions and at prices determined at the time of sale by the Selling
Stockholder or as a result of private negotiations between buyer and seller.
Expense of any such sale will be borne by the parties as they may agree. To the
Company's knowledge, there are no agreements, arrangements or understandings
between one of the Selling Stockholders and any broker or dealer relating to a
plan of distribution of such shares of Common Stock as of the date of this
Prospectus.
The amount of shares to be offered or resold pursuant to this Reoffer
Prospectus, by each Selling Stockholder, and any other person with whom he or
she is acting in concert for the purpose of selling securities of the Company,
may not exceed, during any three-month period, the amount specified in Rule
144(e) promulgated under the Securities Act.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that to the fullest
extent permitted by the Delaware General Corporation Law (the "DGCL") a director
of the Company shall not be liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director. Under the current
provisions of the DGCL, liability of a director may not be limited (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or that involve intentional
R-5
<PAGE>
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases and (iv) for any
transaction from which the director derives an improper personal benefit. This
provision does not limit or eliminate the rights of the Company or any
stockholder to seek nonmonetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care.
The Certificate of Incorporation of the Company further provides that
the Company is authorized to provide for the indemnification of agents
(including directors and officers) of the Company to the fullest extent
permitted under applicable law. The DGCL gives the Company the power to
indemnify directors, officers, employees and agents of the Company in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act. In addition, the Company's Bylaws provide that the Company
shall indemnify its directors, officers, employees and agents against losses
incurred by any such person by reason of the fact that such person was acting in
such capacity. In addition, the Company has obtained directors' and officers'
liability insurance.
The Company has entered into agreements (the "Indemnification
Agreements") with each of the directors and executive officers of the Company
pursuant to which the Company has agreed to indemnify such director or executive
officer from claims, liabilities, damages, expenses, losses, costs, penalties or
amounts paid in settlement incurred by such director or executive officer in or
arising out of his or her capacity as a director, executive officer, employee
and/or agent of the Company or any other corporation of which he or she is a
director or executive officer at the request of the Company to the maximum
extent provided by applicable law. In addition, such director or executive
officer is entitled to an advance of expenses to the maximum extent authorized
or permitted by law. It is anticipated that similar contracts may be entered
into, from time to time, with future directors and executive officers of the
Company.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon
for the Company by O'Melveny & Myers, Newport Beach, California.
EXPERTS
The consolidated financial statements of Inference Corporation
appearing in Inference Corporation's Annual Report (Form 10-K) for the year
ended January 31, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
R-6
<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
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Novato,
State of California, on July 25, 1996.
INFERENCE CORPORATION
By: /s/ William D. Griffin
-------------------------------
William D. Griffin
Its: Senior Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to 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>
* Chairman of the Board, July 25, 1996
- - ------------------------ President and Chief Executive
Peter R. Tierney Officer (Principal Executive
Officer)
/s/William D. Griffin Director, Senior Vice July 25, 1996
- - ------------------------ President and Chief Financial
William D. Griffin Officer (Principal Financial
and Accounting Officer)
* Director July 25, 1996
- - ------------------------
Anthony Sun
* Director July 25, 1996
- - ------------------------
Charles S. Gibson
* Director July 25, 1996
- - ------------------------
Eric Herr
* Director July 25, 1996
- - ------------------------
Dean O. Allen
</TABLE>
/*/ By: /s/ William D. Griffin
--------------------------
William D. Griffin
Attorney-in-Fact
9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- - ---------- --------------------------------------------- ---------------
<C> <S> <C>
4.1 Certificate of Incorporation of the Incorporated
Registrant. by reference/1/
4.2 Bylaws of the Registrant. Incorporated
by reference/2/
5.1/3/ Opinion of Counsel (opinion re legality).
23.1 Consent of Ernst & Young LLP (Consent of 17
Independent Accountants of the Registrant).
23.2/3/ Consent of Counsel (included in Exhibit 5.1).
24.1/3/ Power of Attorney (included in this
Registration
Statement under "Signatures").
</TABLE>
- - -----------------------------
/1/ Filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K, as
filed with the Commission on July 17, 1996, such previously filed exhibit
being incorporated herein by this reference.
/2/ Filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K, as
filed with the Commission on July 17, 1996, such previously filed exhibit
being incorporated herein by this reference.
/3/ Previously filed.
10
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Post-Effective Amendment No. 1 to Form S-8) and
related Prospectus pertaining to the Amended and Restated Inference Corporation
1993 Stock Option Plan, Fourth Amended and Restated Inference Corporation
Incentive Stock Option Plan and Inference Corporation Nonstatutory Stock Option
Plan, and Stock Option Agreements and to the incorporation by reference therein
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.
San Francisco, California
July 22, 1996
Exhibit 23.1-1
