As filed with the Securities and Exchange Commission on September 12, 1996 Registration No. 33-82792 ================================================================================ 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 ________________________ ATRIA SOFTWARE, INC. (Exact name of registrant as specified in its charter) Massachusetts 04-3072943 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 20 Maguire Road Lexington, MA 02173 (617) 676-2400 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ________________________ CHUCK BAY President and Treasurer Atria Software, Inc. 20 Maguire Road Lexington, MA 02173 (617) 676-2400 (Name and address, including zip code, and telephone number, including area code, of agent for service) ________________________ Copy to: MARK A. BERTELSEN, ESQ. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 (415) 493-9300 ________________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. ________________________ Pursuant to Registration Statement No. 33-82792 on Form S-8 (the "Registration Statement"), Atria Software, Inc., a Massachusetts corporation (the "Company"), registered an aggregate of 1,654,225 shares of its Common Stock, $.01 par value per share ("Common Stock"), issuable under its 1990 Stock Option Plan, 1994 Stock Plan, 1994 Non-Employee Director Stock Option Plan and 1994 Employee Stock Purchase Plan (the "Plans"). The Company hereby removes from registration all of the shares of Common Stock which remain unissued in connection with the Plans. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 City of Sunnyvale, State of California, on the 12th day of September, 1996. ATRIA SOFTWARE, INC. By: /s/ Chuck Bay ----------------------------------------- Chuck Bay, President, Treasurer and Clerk Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated: Signatures Title(s) Date - ------------------------ ----------------------------------- ------------------ /s/ Chuck Bay President, Treasurer, Clerk and a September 12, 1996 - ------------------------ Director (principal executive and Chuck Bay financial officer) /s/ W. Geoffrey Stein Vice President, Assistant Clerk September 12, 1996 - ------------------------ and a Director W. Geoffrey Stein /s/ Brian Moore Vice President, Assistant September 6, 1996 - ------------------------ Treasurer and a Director Brian Moore II-2