As filed with the Securities and Exchange Commission on June 13, 2001
Registration Statement No. 333-
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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 No.)
52 Second Avenue, Burlington, MA 01803
(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
52 Second Avenue
Burlington, Massachusetts 01803
(781) 256-7100
(Name and Address of Agent for Service)
(781) 256-7100
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title Of Amount Maximum Maximum
Securities To Be Offering Price Aggregate Amount of
To Be Registered Registered Per Share Offering Price Registration Fee
Common Stock, $.01 par value per share....... 300,000 shares $0.74 (1) $222,000 (1) $55.50
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(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 June 11, 2001 in
accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended.
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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, the Registration Statement on Form S-8 (File No.
333-53455) filed by the Registrant on May 22, 1998, and the Registration
Statement on Form S-8 (File No. 333-38464) filed by the Registrant on June 2,
2000, each 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.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Burlington, Commonwealth of Massachusetts, on this
13th day of June, 2001.
GENSYM CORPORATION
By: /s/ Patrick Courtin
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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 A. 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 the provisions of the Securities Act
of 1933, as amended, and 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.
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
--------- ----- ----
/s/ Patrick Courtin President, Chief Executive Officer and June 13, 2001
- ----------------------------- Director (Principal Executive Officer)
Patrick Courtin
/s/ Jeffrey A. Weber Vice President, Finance and Chief June 13, 2001
- ----------------------------- Financial Officer, (Principal Financial
Jeffrey A. Weber Officer and Principal Accounting Officer)
/s/ Robert A. Degan Director June 13, 2001
- -----------------------------
Robert A. Degan
/s/ Barry R. Gorsun Director June 6, 2001
- -----------------------------
Barry R. Gorsun
/s/ Lowell B. Hawkinson Director June 13, 2001
- -----------------------------
Lowell B. Hawkinson
/s/ Theodore G. Johnson Director June 13. 2001
- -----------------------------
Theodore G. Johnson
- ----------------------------- Director _________, 2001
John A. Shane
/s/ Thomas E. Swithenbank Director June 13, 2001
- -----------------------------
Thomas E. Swithenbank
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Amended and Restated Certificate of Incorporation of Registrant (1)
4.2 Amended and Restated By-Laws of the Registrant (1)
5.1* Opinion of Hale and Dorr LLP
23.1* Consent of Arthur Andersen LLP
23.2* Consent of Hale and Dorr LLP (included in Exhibit 5.1)
24.1* Power of Attorney (included on the signature page to this Registration
Statement)
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* Filed herewith.
(1) Incorporated herein by reference from the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996.