-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RNCIVmnDryNlI7POoJGqjkFUiRPHyjCGsfLrgx6alUCL1q91k7VWlHvzHt8ghs34 SwjpYHBXOvw4tCiclXrtbw== 0000950135-04-004474.txt : 20040915 0000950135-04-004474.hdr.sgml : 20040915 20040915172801 ACCESSION NUMBER: 0000950135-04-004474 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040915 DATE AS OF CHANGE: 20040915 EFFECTIVENESS DATE: 20040915 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOLDFLOW CORP CENTRAL INDEX KEY: 0001103234 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 043406763 FISCAL YEAR END: 0620 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-100122 FILM NUMBER: 041032394 BUSINESS ADDRESS: STREET 1: 430 BOSTON POST ROAD CITY: WAYLAND STATE: MA ZIP: 01778 BUSINESS PHONE: 508-358-5848 MAIL ADDRESS: STREET 1: 430 BOSTON POST ROAD CITY: WAYLAND STATE: MA ZIP: 01778 S-8 POS 1 b51832aasv8pos.txt MOLDFLOW CORPORATION As filed with the Securities and Exchange Commission on September 15, 2004 REGISTRATION STATEMENT NO. 333-100122 ================================================================================ 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 -------------------------- MOLDFLOW CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 04-3406763 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 430 BOSTON POST ROAD WAYLAND, MASSACHUSETTS 01778 (508) 358-5848 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) MOLDFLOW CORPORATION 2000 STOCK OPTION AND INCENTIVE PLAN (FULL TITLE OF THE PLAN) A. ROLAND THOMAS PRESIDENT AND CHIEF EXECUTIVE OFFICER MOLDFLOW CORPORATION 430 BOSTON POST ROAD WAYLAND, MASSACHUSETTS 01778 (508) 358-5848 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) -------------------------- - -------------------------------------------------------------------------------- DEREGISTRATION OF SECURITIES Moldflow Corporation, a Delaware corporation (the "Registrant"), filed a Registration Statement on Form S-8 (File No. 333-100122) (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") on September 26, 2002, registering 10,282 shares of the Registrant's Common Stock, $.01 par value per share (the "Common Stock"), authorized for issuance under the Registrant's 2000 Stock Option and Incentive Plan (the "Plan"). At the time of the initial filing of the Registration Statement, 2,928 shares were registered in error. The Registrant hereby files this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 in order to remove from registration the 2,928 shares registered in error therefore decreasing the total number of shares registered under the Registration Statement to 7,354 shares from 10,282 shares. Since no securities are being registered in connection with this post-effective amendment, no additional registration fee is being paid. - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 1. Incorporation of Documents by Reference. Pursuant to General Instruction E to Form S-8, Moldflow Corporation (the "Registrant") hereby incorporates by reference the contents of its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on September 20, 2000 under file number 333-46162. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Wayland, Commonwealth of Massachusetts, on this 15th day of September, 2004. MOLDFLOW CORPORATION By: /s/ Suzanne E. MacCormack --------------------------------------- Suzanne E. MacCormack Executive Vice President and Chief Financial Officer - -------------------------------------------------------------------------------- Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- President and Chief Executive Officer and September 15, 2004 /s/ A. Roland Thomas Director (Principal Executive Officer) - -------------------------- A. Roland Thomas Executive Vice President and Chief Financial September 15, 2004 Officer (Principal Financial Officer and /s/ Suzanne E. MacCormack Principal Accounting Officer) - -------------------------- Suzanne E. MacCormack * Chairman of the Board of Directors September 15, 2004 - -------------------------- Marc J.L. Dulude * Director September 15, 2004 - -------------------------- Roger E. Brooks * Director September 15, 2004 - -------------------------- Frank W. Haydu III Director - -------------------------- Robert J. Lepofsky * Director September 15, 2004 - -------------------------- Robert P. Schechter * By: /s/ Suzanne E. MacCormack ----------------------------- Suzanne E. MacCormack (Attorney-in-fact)
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 5.1 Opinion of Goodwin Procter LLP as to the legality of the securities being registered. 23.1 Consent of Counsel (included in Exhibit 5.1 hereto). 23.2 Consent of PricewaterhouseCoopers LLP. 24.1* Powers of Attorney. * Previously filed. EX-5.1 2 b51832aaexv5w1.txt EX-5.1 OPINION OF GOODWIN PROCTER EXHIBIT 5.1 [GOODWIN PROCTER LLP LETTERHEAD] September 15, 2004 Moldflow Corporation 430 Boston Post Road Wayland, Massachusetts 01778 Re: Registration Statement on Form S-8 Registration Statement No. 333-100122 Ladies and Gentlemen: We have acted as counsel for Moldflow Corporation, a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-8 (Registration Statement No. 333-100122) (as amended from time to time, the "Registration Statement") filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to the registration and issuance by the Company of up to 7,354 additional shares of common stock, par value $0.01 per share, of the Company (the "Shares") which Shares have been authorized for issuance pursuant to the Moldflow Corporation 2000 Stock Option and Incentive Plan (the "Plan"). In connection with rendering this opinion, we have examined (i) the Third Amended and Restated Certificate of Incorporation of the Company, as amended to date and as on file with the Secretary of State of the State of Delaware, (ii) the Second Amended and Restated By-laws of the Company, (iii) such records of the corporate proceedings of the Company as we deemed material, (iv) the Registration Statement and the exhibits thereto, (v) certificates of public officials, and (vi) such other certificates, receipts, records and documents as we considered necessary for the purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as certified, photostatic or facsimile copies, the authenticity of the originals of such copies and the authenticity of telephonic confirmations of public officials and others. As to facts material to our opinion, we have relied, without independent verification, upon certificates or telephonic confirmations of public officials and certificates, documents, statements and other information of the Company or representatives or officers thereof. We are attorneys admitted to practice in The Commonwealth of Massachusetts. We express no opinion concerning the laws of any jurisdiction other than the laws of the United States of America, The Commonwealth of Massachusetts, and the Delaware General Corporation Law, and we also express no opinion with respect to the blue sky or securities laws of any state, including, without limitation, Massachusetts or Delaware. Based on the foregoing, we are of the opinion that the Shares covered by the Registration Statement will be, when and if issued against payment therefor in accordance with the terms of the Plan and any agreement thereunder, validly issued, fully paid and nonassessable under the Delaware General Corporation Law. The foregoing assumes that all requisite steps will be taken to comply with the requirements of the Securities Act and applicable requirements of state laws regulating the offer and sale of securities and applicable requirements of The Nasdaq National Market. This opinion shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association's Business Law Section as published in 53 Business Lawyer 831 (May 1998). This opinion is being furnished to you solely for your benefit in connection with the Registration Statement, and may not be used or relied upon by you for any other purpose, nor may this opinion be quoted from, circulated, relied upon or otherwise referred to, by any other person or entity without our prior written consent. This opinion is given as of the date first set forth above, and we assume no obligation to update this opinion. We hereby consent to being named as counsel to the Company in the Registration Statement and to the inclusion of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby 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 promulgated thereunder by the Securities and Exchange Commission. Very truly yours, /s/ GOODWIN PROCTER LLP GOODWIN PROCTER LLP EX-23.2 3 b51832aaexv23w2.txt EX-23.2 CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 9, 2004 relating to the financial statements and financial statement schedule of Moldflow Corporation, which appears in Moldflow Corporation's Annual Report on Form 10-K for the year ended June 30, 2004. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts September 13, 2004 -----END PRIVACY-ENHANCED MESSAGE-----