content: <PAGE>   1
       As filed with the Securities and Exchange Commission on March 27, 2001
  
                                                   Registration No. 333- _________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
  
                                    APPLIX, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
              MASSACHUSETTS                                   04-2781676
     (State or Other Jurisdiction of                       (I.R.S. Employer
     Incorporation or Organization)                     Identification Number)
  
     112 TURNPIKE ROAD, WESTBORO, MASSACHUSETTS               01581-2831
      (Address of Principal Executive Offices)                (Zip Code)
  
  
                          2001 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
  
                              PATRICK J. RONDEAU, ESQ.
                                  HALE AND DORR LLP
                                   60 STATE STREET
                             BOSTON, MASSACHUSETTS 02109
                       (Name and Address of Agent for Service)
  
                                   (617) 526-6670
            (Telephone Number, Including Area Code, of Agent for Service)
  
  
  
  
  
  
  <PAGE>   2
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  --------------------------- -------------------------- ------------------- -------------------- --------------------
                                                              PROPOSED             PROPOSED
           TITLE OF                                           MAXIMUM              MAXIMUM
          SECURITIES                                          OFFERING             AGGREGATE           AMOUNT OF
            TO BE                      AMOUNT                   PRICE              OFFERING          REGISTRATION
          REGISTERED              TO BE REGISTERED            PER SHARE             PRICE                 FEE
  --------------------------- -------------------------- ------------------- -------------------- --------------------
  
  <S>                              <C>                       <C>                <C>                     <C>
  Common Stock, $.0025 par         800,000 shares            $2.4063(1)         $1,925,040(1)           $481.26
  value
  
  --------------------------- -------------------------- ------------------- -------------------- --------------------
  </TABLE>
  
  (1)      Estimated solely for the purpose of calculating the registration fee,
           and based on the average of the high and low prices of the Common Stock
           on the Nasdaq National Market on March 22, 2001 in accordance with
           Rules 457(c) and 457(h) under the Securities Act of 1933.
  
  
  
  
  
  <PAGE>   3
  
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           Item 1.  PLAN INFORMATION
  
                    The information required by Part I is included in documents
  sent or given to participants in the 2001 Employee Stock Purchase Plan (the
  "Plan") of Applix, Inc., a Massachusetts corporation (the "Registrant"),
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
           Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
  
                    The written statement required by Item 2 is included in
  documents sent or given to participants in the Plan pursuant to Rule 428(b)(1)
  of the Securities Act.
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
                    The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this Registration Statement by reference:
  
                    (1)    The Registrant's latest annual report filed pursuant to
                           Section 13(a) or 15(d) of the Exchange Act, or the
                           latest prospectus filed pursuant to Rule 424(b) under
                           the Securities Act that contains audited financial
                           statements for the Registrant's latest fiscal year for
                           which such statements have been filed.
  
                    (2)    All other reports filed pursuant to Section 13(a) or
                           15(d) of the Exchange Act since the end of the fiscal
                           year covered by the document referred to in (1) above.
  
                    (3)    The description of the common stock of the Registrant,
                           $.0025 par value per share (the "Common Stock"),
                           contained in a registration statement filed under the
                           Exchange Act, including any amendment or report filed
                           for the purpose of updating such description.
  
                    All documents subsequently filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment which indicates that all shares of Common Stock
  offered hereby have been sold or which deregisters all shares of Common Stock
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be part hereof from the date of the filing of such documents. Any
  statement contained in a document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Registration Statement to the extent that a statement contained herein or
  in any other subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
  
  
           Item 4.  DESCRIPTION OF SECURITIES
  
                    Not applicable.
  
  
           Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                    The legality of the Common Stock being offered hereby will be
  passed upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts.
  Patrick J. Rondeau, a partner of Hale and Dorr LLP, serves as the Clerk of the
  Registrant.
  
  
  
                                         2
  <PAGE>   4
  
  
           Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
                    Section 13(b) (1 1/2) of Chapter 156B of the Massachusetts
  General Laws allows a corporation to eliminate or limit the personal liability
  of a director of a corporation to the corporation or its stockholders for
  monetary damages for a breach of fiduciary duty as a director notwithstanding
  any provision of law imposing such liability, except where the director breached
  his duty of loyalty, failed to act in good faith, engaged in intentional
  misconduct or knowingly violated a law, authorized the payment of an improper
  distribution or loan to an insider or obtained an improper personal benefit.
  Applix, Inc. has included such a provision in its Articles of Organization.
  
                   Section 67 of Chapter 156B of the Massachusetts General Laws
  ("Section 67") provides that a corporation may indemnify its directors and
  officers to the extent specified in or authorized by (i) the articles of
  organization, (ii) a by-law adopted by the stockholders, or (iii) a vote adopted
  by the holders of a majority of the shares of stock entitled to vote on the
  election of directors. In all instances, the extent to which a corporation
  provides indemnification to its directors and officers under Section 67 is
  optional.
  
                    The Registrant's Articles of Organization provide that a
  director or officer of the Registrant shall be indemnified by the Registrant
  against all expenses (including attorneys' fees), judgments, fines and amounts
  paid in settlement reasonably incurred in connection with any litigation or
  other legal proceeding brought against him by virtue of his position as a
  director or officer of the Registrant unless he is deemed (in the manner
  provided in the Articles of Organization) to have not acted in good faith in the
  reasonable belief that his action was in the best interest of the Registrant.
  Expenses incurred in defending a civil or criminal action, suit or proceeding
  shall be advanced by the Registrant to a director or officer, at his request,
  upon receipt of an undertaking by the director or officer to repay such amount
  if it is ultimately determined that he is not entitled to indemnification.
  
                     In the event of a determination by the Registrant that the
  director or officer did not meet the applicable standard of conduct required for
  indemnification, or if the Registrant fails to make an indemnification payment
  within 60 days after such payment is claimed by such person, such person is
  permitted to petition a court to make an independent determination as to whether
  such person is entitled to indemnification. As a condition precedent to the
  right of indemnification, the director or officer must give the Registrant
  notice of the action for which indemnity is sought and the Registrant has the
  right to participate in such action or assume the defense thereof.
  
                    The Registrant's Articles of Organization further provide that
  the indemnification provided therein is not exclusive, and provide that in the
  event that the Massachusetts General Laws are amended to expand the
  indemnification permitted to directors or officers, the Registrant must
  indemnify those persons to the fullest extent permitted by such law as so
  amended.
  
                    The Registrant has purchased and maintains insurance coverage
  under a policy insuring directors and officers of the Registrant against certain
  liabilities which they may incur as directors or officers of the Registrant,
  which may include coverage for liabilities arising under the Securities Act.
  
  
           Item 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
                    Not applicable.
  
  
           Item 8.  EXHIBITS
  
                    The Exhibit Index immediately preceding the exhibits is
  incorporated herein by reference.
  
  
  
                                         3
  <PAGE>   5
  
  
           Item 9.  UNDERTAKINGS
  
                    1.       The undersigned Registrant hereby undertakes:
  
                             (1) To file, during any period in which offers or
           sales are being made, a post-effective amendment to this Registration
           Statement:
  
                                 (i)      To include any prospectus required by
                                          Section 10(a)(3) of the Securities Act;
  
                                 (ii)     To reflect in the prospectus any facts
                                          or events arising after the effective
                                          date of the Registration Statement (or
                                          the most recent post-effective amendment
                                          thereof) which, individually or in the
                                          aggregate, represent a fundamental
                                          change in the information set forth in
                                          the Registration Statement.
                                          Notwithstanding the foregoing, any
                                          increase or decrease in volume of
                                          securities offered (if the total dollar
                                          value of securities offered would not
                                          exceed that which was registered) and
                                          any deviation from the low or high and
                                          of the estimated maximum offering range
                                          may be reflected in the form of
                                          prospectus filed with the Commission
                                          pursuant to Rule 424(b) if, in the
                                          aggregate, the changes in volume and
                                          price represent no more than 20 percent
                                          change in the maximum aggregate offering
                                          price set forth in the "Calculation of
                                          Registration Fee" table in the effective
                                          registration statement; and
  
                                 (iii)    To include any material information with
                                          respect to the plan of distribution not
                                          previously disclosed in the Registration
                                          Statement or any material change to such
                                          information in the Registration
                                          Statement;
  
                             provided, however, that paragraphs (i) and (ii) do
           not apply if the registration statement is on Form S-3, Form S-8 or
           Form F-3, and the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed with or furnished to the Commission by the Registrant
           pursuant to Section 13 or Section 15(d) of the Exchange Act that are
           incorporated by reference in this Registration Statement.
  
                             (2) That, for the purpose of determining any
           liability under the Securities Act, each such post-effective amendment
           shall be deemed to be a new Registration Statement relating to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be the initial bona fide offering thereof.
  
                             (3) To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
                    2. The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the Registration Statement shall be deemed to be a
  new Registration Statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                    3. Insofar as indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the
  
  
  
                                         4
  <PAGE>   6
  
  payment by the Registrant of expenses incurred or paid by a director, officer or
  controlling person of the Registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the Registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
  
  
  
                                         5
  <PAGE>   7
  
                                     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 the Town of Westboro, Commonwealth of Massachusetts on March 15,
  2001.
  
                                   APPLIX, INC.
  
  
  
                                   By:   /s/ Alan Goldsworthy
                                      ----------------------------------------
                                         Alan Goldsworthy
                                         President and Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
  We, the undersigned officers and directors of Applix, Inc. hereby severally
  constitute and appoint Edward Terino and Patrick J. Rondeau, 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
  Applix, Inc. 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.
  
  
  
                                         6
  <PAGE>   8
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities indicated
  on March 15, 2001.
  
  <TABLE>
  <CAPTION>
              SIGNATURE                                            TITLE
  
  
  <S>                                              <C>
           /s/ Alan Goldsworthy                    President, Chief Executive Officer and Director
  ----------------------------------------         (Principal Executive Officer)
  Alan Goldsworthy
  
  
           /s/ Edward Terino                       Senior Vice President, Finance, Chief Financial
  ----------------------------------------         Officer and Treasurer (Principal Financial and
  Edward Terino                                    Accounting Officer)
  
  
                                                   Director
  ----------------------------------------
  Jitendra S. Saxena
  
  
           /s/ Paul J. Ferri                       Director
  ----------------------------------------
  Paul J. Ferri
  
  
           /s/ Alain J. Hanover                    Director
  ----------------------------------------
  Alain J. Hanover
  
  
           /s/ David C. Mahoney                    Director
  ----------------------------------------
  David C. Mahoney
  
  
                                                   Director
  ----------------------------------------
  Peter Gyenes
  </TABLE>
  
  
  
  
  
                                         7
  <PAGE>   9
  
  
  
                                    EXHIBIT INDEX
  
  
      EXHIBIT
      NUMBER                          DESCRIPTION
  
       4.1  Specimen Certificate of Common Stock, $.0025 par value per share, of
            the Registrant is incorporated herein by reference to Exhibit 4.1 to
            the Registrant's Registration Statement on Form S-1 (File No.
            33-85688).
  
       5    Opinion of Hale and Dorr LLP
  
       23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
  
       23.2 Consent of PricewaterhouseCoopers LLP, independent accountants
  
       24   Power of Attorney (included in the signature pages of this
            Registration Statement)
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b38696ais-8.txt", "description": "APPLIX INC.", "secsgml_size_bytes": 20105}]
metadata_filer: {"company-data": {"conformed-name": "APPLIX INC /MA/", "cik": "0000932112", "assigned-sic": "7372", "irs-number": "042781676", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57670", "film-number": "1580468"}, "business-address": {"street1": "112 TURNPIKE RD", "city": "WESTBORO", "state": "MA", "zip": "01581", "phone": "5088700300"}}
text: 1
       As filed with the Securities and Exchange Commission on March 27, 2001
  
                                                   Registration No. 333- _________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                    APPLIX, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
              MASSACHUSETTS                                   04-2781676
     (State or Other Jurisdiction of                       (I.R.S. Employer
     Incorporation or Organization)                     Identification Number)
  
     112 TURNPIKE ROAD, WESTBORO, MASSACHUSETTS               01581-2831
      (Address of Principal Executive Offices)                (Zip Code)
  
                          2001 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
                              PATRICK J. RONDEAU, ESQ.
                                  HALE AND DORR LLP
                                   60 STATE STREET
                             BOSTON, MASSACHUSETTS 02109
                       (Name and Address of Agent for Service)
  
                                   (617) 526-6670
            (Telephone Number, Including Area Code, of Agent for Service)
  2
  
                           CALCULATION OF REGISTRATION FEE
  --------------------------- -------------------------- ------------------- -------------------- --------------------
                                                              PROPOSED             PROPOSED
           TITLE OF                                           MAXIMUM              MAXIMUM
          SECURITIES                                          OFFERING             AGGREGATE           AMOUNT OF
            TO BE                      AMOUNT                   PRICE              OFFERING          REGISTRATION
          REGISTERED              TO BE REGISTERED            PER SHARE             PRICE                 FEE
  --------------------------- -------------------------- ------------------- -------------------- --------------------
  Common Stock, $.0025 par         800,000 shares            $2.4063(1)         $1,925,040(1)           $481.26
  value
  
  --------------------------- -------------------------- ------------------- -------------------- --------------------
  (1)      Estimated solely for the purpose of calculating the registration fee,
           and based on the average of the high and low prices of the Common Stock
           on the Nasdaq National Market on March 22, 2001 in accordance with
           Rules 457(c) and 457(h) under the Securities Act of 1933.
  3
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           Item 1.  PLAN INFORMATION
  
                    The information required by Part I is included in documents
  sent or given to participants in the 2001 Employee Stock Purchase Plan (the
  "Plan") of Applix, Inc., a Massachusetts corporation (the "Registrant"),
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
           Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
  
                    The written statement required by Item 2 is included in
  documents sent or given to participants in the Plan pursuant to Rule 428(b)(1)
  of the Securities Act.
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
           Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
                    The Registrant is subject to the informational and reporting
  requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended (the "Exchange Act"), and in accordance therewith files
  reports, proxy statements and other information with the Securities and Exchange
  Commission (the "Commission"). The following documents, which are on file with
  the Commission, are incorporated in this Registration Statement by reference:
  
                    (1)    The Registrant's latest annual report filed pursuant to
                           Section 13(a) or 15(d) of the Exchange Act, or the
                           latest prospectus filed pursuant to Rule 424(b) under
                           the Securities Act that contains audited financial
                           statements for the Registrant's latest fiscal year for
                           which such statements have been filed.
  
                    (2)    All other reports filed pursuant to Section 13(a) or
                           15(d) of the Exchange Act since the end of the fiscal
                           year covered by the document referred to in (1) above.
  
                    (3)    The description of the common stock of the Registrant,
                           $.0025 par value per share (the "Common Stock"),
                           contained in a registration statement filed under the
                           Exchange Act, including any amendment or report filed
                           for the purpose of updating such description.
  
                    All documents subsequently filed by the Registrant pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment which indicates that all shares of Common Stock
  offered hereby have been sold or which deregisters all shares of Common Stock
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be part hereof from the date of the filing of such documents. Any
  statement contained in a document incorporated or deemed to be incorporated by
  reference herein shall be deemed to be modified or superseded for purposes of
  this Registration Statement to the extent that a statement contained herein or
  in any other subsequently filed document which also is or is deemed to be
  incorporated by reference herein modifies or supersedes such statement. Any
  statement so modified or superseded shall not be deemed, except as so modified
  or superseded, to constitute a part of this Registration Statement.
  
           Item 4.  DESCRIPTION OF SECURITIES
  
                    Not applicable.
  
           Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                    The legality of the Common Stock being offered hereby will be
  passed upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts.
  Patrick J. Rondeau, a partner of Hale and Dorr LLP, serves as the Clerk of the
  Registrant.
  
                                         2
  4
  
           Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
                    Section 13(b) (1 1/2) of Chapter 156B of the Massachusetts
  General Laws allows a corporation to eliminate or limit the personal liability
  of a director of a corporation to the corporation or its stockholders for
  monetary damages for a breach of fiduciary duty as a director notwithstanding
  any provision of law imposing such liability, except where the director breached
  his duty of loyalty, failed to act in good faith, engaged in intentional
  misconduct or knowingly violated a law, authorized the payment of an improper
  distribution or loan to an insider or obtained an improper personal benefit.
  Applix, Inc. has included such a provision in its Articles of Organization.
  
                   Section 67 of Chapter 156B of the Massachusetts General Laws
  ("Section 67") provides that a corporation may indemnify its directors and
  officers to the extent specified in or authorized by (i) the articles of
  organization, (ii) a by-law adopted by the stockholders, or (iii) a vote adopted
  by the holders of a majority of the shares of stock entitled to vote on the
  election of directors. In all instances, the extent to which a corporation
  provides indemnification to its directors and officers under Section 67 is
  optional.
  
                    The Registrant's Articles of Organization provide that a
  director or officer of the Registrant shall be indemnified by the Registrant
  against all expenses (including attorneys' fees), judgments, fines and amounts
  paid in settlement reasonably incurred in connection with any litigation or
  other legal proceeding brought against him by virtue of his position as a
  director or officer of the Registrant unless he is deemed (in the manner
  provided in the Articles of Organization) to have not acted in good faith in the
  reasonable belief that his action was in the best interest of the Registrant.
  Expenses incurred in defending a civil or criminal action, suit or proceeding
  shall be advanced by the Registrant to a director or officer, at his request,
  upon receipt of an undertaking by the director or officer to repay such amount
  if it is ultimately determined that he is not entitled to indemnification.
  
                     In the event of a determination by the Registrant that the
  director or officer did not meet the applicable standard of conduct required for
  indemnification, or if the Registrant fails to make an indemnification payment
  within 60 days after such payment is claimed by such person, such person is
  permitted to petition a court to make an independent determination as to whether
  such person is entitled to indemnification. As a condition precedent to the
  right of indemnification, the director or officer must give the Registrant
  notice of the action for which indemnity is sought and the Registrant has the
  right to participate in such action or assume the defense thereof.
  
                    The Registrant's Articles of Organization further provide that
  the indemnification provided therein is not exclusive, and provide that in the
  event that the Massachusetts General Laws are amended to expand the
  indemnification permitted to directors or officers, the Registrant must
  indemnify those persons to the fullest extent permitted by such law as so
  amended.
  
                    The Registrant has purchased and maintains insurance coverage
  under a policy insuring directors and officers of the Registrant against certain
  liabilities which they may incur as directors or officers of the Registrant,
  which may include coverage for liabilities arising under the Securities Act.
  
           Item 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
                    Not applicable.
  
           Item 8.  EXHIBITS
  
                    The Exhibit Index immediately preceding the exhibits is
  incorporated herein by reference.
  
                                         3
  5
  
           Item 9.  UNDERTAKINGS
  
                    1.       The undersigned Registrant hereby undertakes:
  
                             (1) To file, during any period in which offers or
           sales are being made, a post-effective amendment to this Registration
           Statement:
  
                                 (i)      To include any prospectus required by
                                          Section 10(a)(3) of the Securities Act;
  
                                 (ii)     To reflect in the prospectus any facts
                                          or events arising after the effective
                                          date of the Registration Statement (or
                                          the most recent post-effective amendment
                                          thereof) which, individually or in the
                                          aggregate, represent a fundamental
                                          change in the information set forth in
                                          the Registration Statement.
                                          Notwithstanding the foregoing, any
                                          increase or decrease in volume of
                                          securities offered (if the total dollar
                                          value of securities offered would not
                                          exceed that which was registered) and
                                          any deviation from the low or high and
                                          of the estimated maximum offering range
                                          may be reflected in the form of
                                          prospectus filed with the Commission
                                          pursuant to Rule 424(b) if, in the
                                          aggregate, the changes in volume and
                                          price represent no more than 20 percent
                                          change in the maximum aggregate offering
                                          price set forth in the "Calculation of
                                          Registration Fee" table in the effective
                                          registration statement; and
  
                                 (iii)    To include any material information with
                                          respect to the plan of distribution not
                                          previously disclosed in the Registration
                                          Statement or any material change to such
                                          information in the Registration
                                          Statement;
  
                             provided, however, that paragraphs (i) and (ii) do
           not apply if the registration statement is on Form S-3, Form S-8 or
           Form F-3, and the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed with or furnished to the Commission by the Registrant
           pursuant to Section 13 or Section 15(d) of the Exchange Act that are
           incorporated by reference in this Registration Statement.
  
                             (2) That, for the purpose of determining any
           liability under the Securities Act, each such post-effective amendment
           shall be deemed to be a new Registration Statement relating to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be the initial bona fide offering thereof.
  
                             (3) To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
                    2. The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the Registration Statement shall be deemed to be a
  new Registration Statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
                    3. Insofar as indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the
  
                                         4
  6
  
  payment by the Registrant of expenses incurred or paid by a director, officer or
  controlling person of the Registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the Registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
                                         5
  7
  
                                     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 the Town of Westboro, Commonwealth of Massachusetts on March 15,
  2001.
  
                                   APPLIX, INC.
  
                                   By:   /s/ Alan Goldsworthy
                                      ----------------------------------------
                                         Alan Goldsworthy
                                         President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
  We, the undersigned officers and directors of Applix, Inc. hereby severally
  constitute and appoint Edward Terino and Patrick J. Rondeau, 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
  Applix, Inc. 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.
  
                                         6
  8
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities indicated
  on March 15, 2001.
  SIGNATURE                                            TITLE
  /s/ Alan Goldsworthy                    President, Chief Executive Officer and Director
  ----------------------------------------         (Principal Executive Officer)
  Alan Goldsworthy
  
           /s/ Edward Terino                       Senior Vice President, Finance, Chief Financial
  ----------------------------------------         Officer and Treasurer (Principal Financial and
  Edward Terino                                    Accounting Officer)
  
                                                   Director
  ----------------------------------------
  Jitendra S. Saxena
  
           /s/ Paul J. Ferri                       Director
  ----------------------------------------
  Paul J. Ferri
  
           /s/ Alain J. Hanover                    Director
  ----------------------------------------
  Alain J. Hanover
  
           /s/ David C. Mahoney                    Director
  ----------------------------------------
  David C. Mahoney
  
                                                   Director
  ----------------------------------------
  Peter Gyenes
  7
  9
  
                                    EXHIBIT INDEX
  
      EXHIBIT
      NUMBER                          DESCRIPTION
  
       4.1  Specimen Certificate of Common Stock, $.0025 par value per share, of
            the Registrant is incorporated herein by reference to Exhibit 4.1 to
            the Registrant's Registration Statement on Form S-1 (File No.
            33-85688).
  
       5    Opinion of Hale and Dorr LLP
  
       23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
  
       23.2 Consent of PricewaterhouseCoopers LLP, independent accountants
  
       24   Power of Attorney (included in the signature pages of this
            Registration Statement)