As filed with the Securities and Exchange Commission on June 2, 2000
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GENSYM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-2932756
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
125 CAMBRIDGEPARK DRIVE, CAMBRIDGE, MA 02140
(Address of Principal Executive Offices) (Zip Code)
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
PATRICK COURTIN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GENSYM CORPORATION
125 CAMBRIDGEPARK DRIVE
CAMBRIDGE, MA 02140
(Name and Address of Agent for Service)
(617) 547-2500
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
========================================================================================================
Title of
Securities Offering Amount of
to be Amount Price Aggregate Offering Registration
Registered to be Registered Per Share Price Fee
- ---------------------- ----------------- ------------------ -------------------- -------------------
- --------------------------------------------------------------------------------------------------------
Common Stock, 200,000 shares $3.375(1) $675,000(1) $179
$.01 par value
- --------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee and based upon the average of the high and low sale prices
of the Common Stock on the Nasdaq National Market on May 30, 2000 in
accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended.
================================================================================
-1-
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8 (File No. 333-03857) filed by
the Registrant on May 16, 1996 and the Registration Statement on Form S-8 (File
No. 333-53455) filed by the Registrant on May 22, 1998, relating to the
Registrant's 1995 Employee Stock Purchase Plan, with the following exception of
Part II, Item 5 thereof, which is amended and restated in its entirety as
follows:
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
-2-
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Cambridge, Massachusetts on June 1, 2000.
GENSYM CORPORATION
By: /s/ Patrick Courtin
------------------------------------
Patrick Courtin
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Gensym Corporation, hereby
severally constitute and appoint Patrick Courtin and Jeffrey Weber, and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
Gensym Corporation to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.
-3-
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ Patrick Courtin President, Chief Executive June 1, 2000
- ---------------------------- Officer and Director
Patrick Courtin (Principal Executive Officer)
/s/ Jeffrey A. Weber Chief Financial Officer, June 1, 2000
- ---------------------------- (Principal Executive Officer)
Jeffrey A. Weber and Principal Accounting
Officer)
/s/ Robert A. Degan Director June 1, 2000
- ----------------------------
Robert A. Degan
Director June 1, 2000
- ----------------------------
Barry R. Gorsun
/s/ Lowell B. Hawkinson Director June 1, 2000
- -----------------------------
Lowell B. Hawkinson
Director June 1, 2000
- -----------------------------
Theodore G. Johnson
Director June 1, 2000
- ------------------------------
John A. Shane
/s/ Thomas E. Swithenbank Director June 1, 2000
- ------------------------------
Thomas E. Swithenbank
-4-
EXHIBIT INDEX
Exhibit
Number Description
- -------- -----------
3.1 (1) Amended and Restated Certificate of Incorporation of Registrant
3.2 (1) Amended and Restated By-Laws of the Registrant
4.1 (2) Specimen certificate for shares of the Registrant's common stock.
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included in page II-6).
______________________________________________________________________________
(1) Incorporated herein by reference from the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996.
(2) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1, as amended (File No. 33-80727).