As filed with the Securities and Exchange Commission on April 29, 1997 Registration No. 33-63779 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ----------- CAERE CORPORATION (Exact name of registrant as specified in its charter) Delaware 7372 94-2250509 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification Number) incorporation or organization) Classification Code Number) 100 Cooper Court Los Gatos, California 95030 (408) 395-7000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Robert G. Teresi Chairman and Chief Executive Officer CAERE CORPORATION 100 Cooper Court Los Gatos, California 95030 (408) 395-7000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Lee F. Benton, Esq. Robert B. Jack, Esq. Cooley Godward LLP Wilson, Sonsini, Goodrich & Rosati Five Palo Alto Square 650 Page Mill Road 3000 El Camino Real Palo Alto, CA 94304 Palo Alto, CA 94306-2155 (415) 493-9300 (415) 843-5000 Fax: (415) 493-6811 Fax: (415) 857-0663 The Registrant hereby withdraws from registration 3,418,496 shares of its Common Stock registered hereby. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Caere Corporation 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 Town of Los Gatos, County of Santa Clara, State of California, on the 29th day of April, 1997. CAERE CORPORATION By: /s/ Blanche M. Sutter Blanche M. Sutter Executive Vice President, Chief Financial Officer and Secretary 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 on behalf of the Registrant in the capacities and on the dates indicated. Signature Title Date /S/ ROBERT G. TERESI* Chief Executive Officer, Chairman April 29, 1997 Robert G. Teresi of the Board and Director (Principal Executive Officer) /S/ BLANCHE M. SUTTER Executive Vice President, Chief April 29, 1997 Blanche M. Sutter Financial Officer and Secretary (Principal Financial and Accounting Officer) /S/ JAMES K. DUTTON* Director April 29, 1997 James K. Dutton /S/ ROBERT J. FRANKENBERG Director April 29, 1997 Robert J. Frankenberg /S/ WAYNE E. ROSING* Director April 29, 1997 Wayne E. Rosing /S/ FREDERICK W. ZUCKERMAN* Director April 29, 1997 Frederick W. Zuckerman *By: /S/ BLANCHE M. SUTTER Blanche M. Sutter, Attorney-in-Fact