content: <PAGE>   1
                                                                  
  
  
          As filed with the Securities and Exchange Commission on January 31, 1997
                                                          Registration No. 333-
  --------------------------------------------------------------------------------
       S E C U R I T I E S    A N D     E X C H A N G E     C O M M I S S I O N
  
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                    APPLIX, INC.
                 --------------------------------------------------
                 (Exact name of issuer as specified in its charter)
  
  
          Massachusetts                                           04-2781676
  -------------------------------                             ----------------
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                              Identification No.)
  
  
                112 Turnpike Road, Westboro, Massachusetts 01581-2831
                -----------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
                             1994 EQUITY INCENTIVE PLAN
                             --------------------------
                              (Full title of the plan)
  
                              Patrick J. Rondeau, Esq.
                                    Hale and Dorr
                                   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)
  
  
  <TABLE>
                           CALCULATION OF REGISTRATION FEE
                           -------------------------------
  <CAPTION>
   Title of                         Proposed           Proposed
  Securities      Amount to         Maximum            Maximum           Amount of
    to be             be         Offering Price       Aggregate         Registration
  Registered      Registered        Per Share       Offering Price          Fee
  ----------      ----------     --------------     --------------      ------------
  <S>              <C>              <C>              <C>                   <C>   
  Common Stock,    495,214          $17.00(1)        $8,418,638(1)         $2,552
  $.0025 par        shares
  value
  
  <FN>
  --------------------------
  
       (1) Estimated solely for the purpose of calculating the registration fee,
  and based on the average of the high and low prices as reported by Nasdaq on
  January 29, 1997 in accordance with Securities Act Rule 457(c) and (h).
  </TABLE>
  
                                 Page 1 of 13 pages.
                          Exhibit Index begins on page 9.
  
  
  
  <PAGE>   2
  
  
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I is included in documents sent or given
  to participants in the 1994 Equity Incentive 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").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3. Incorporation of Certain 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 following documents, which are filed with the Securities and Exchange
  Commission, are incorporated in this Registration Statement by reference:
  
            (a) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1995 as filed with the Commission on April 1, 1996.
  
            (b) 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 annual report
  referred to in (a) above, comprised of the following:
  
                 (i) The Amendment on Form 8-K/A to the Company's Current Report
  on Form 8-K, as filed with the Commission on January 12, 1996;
  
                 (ii) The Company's Quarterly Report on Form 10-Q for the fiscal
  quarter ended March 31, 1996 as filed with the Commission on May 3, 1996;
  
                 (iii) The Company's Quarterly Report on Form 10-Q for the fiscal
  quarter ended June 30, 1996 as filed with the Commission on August 14, 1996;
  
                 (iv) The Company's Quarterly Report on Form 10-Q for the fiscal
  quarter ended October 31, 1996 as filed with the Commission on November 14,
  1996; 
  
                 (v) The Company's Current Report on Form 8-K, as filed with the
  Commission on November 15, 1996; and
  
                 (vi) The Amendment on Form 8-K/A to the Company's Current Report
  on Form 8-K, as filed with the Commission on January 14, 1997.
  
            (c) Registration Statement on Form 8-A as filed with the Commission on
  October 28, 1994.
  <PAGE>   3
  
       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. 
  
       Item 4. Description of Securities.
               -------------------------
  
       Not applicable.
  
       Item 5. Interests of Named Experts and Counsel.
               --------------------------------------
  
       Not applicable.
  
       Item 6. Indemnification of Directors and Officers.
               -----------------------------------------
  
       Section 67 of the Massachusetts Business Corporation Law provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against liabilities incurred in connection
  with an action or proceeding to which he is or is threatened to be made a party
  by reason of such position, unless such person shall have been adjudicated not
  to have acted in good faith in the reasonable belief that his action was in the
  best interest of the corporation.
  
       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 
  
  
  <PAGE>   4
  
  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 Business Corporation Law is 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.
  
       Item 9. Undertakings.
               ------------
  
       1. The Registrant hereby undertakes:
  
            (a) 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 therefor) 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) 
  
  
  <PAGE>   5
  
                 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;
  
           (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 the registration
       statement.
  
            (b) 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.
  
            (c) 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 in 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 
  
  
  <PAGE>   6
  
  the opinion of the Securities and Exchange 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 payment by the Registrant of expenses incurred or
  paid by a director, officer of 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.
  
  
  
  <PAGE>   7
  
  
  
                                     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 Westboro, Massachusetts, on this 31st day of January, 1997.
  
  
                                                APPLIX, INC.
  
  
                                                By: /s/ Jitendra S. Saxena
                                                    ----------------------------
                                                    Jitendra S. Saxena
                                                    President and 
                                                    Chief Executive Officer
  
  
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Applix, Inc. hereby severally
  constitute and appoint Patrick J. Scannell, Jr. 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
  amendments to said Registration Statement and generally to do all such things in
  our name and behalf in our capacities as officers and directors to enable
  Applix, Inc., 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 our said
  attorneys, or any of them, to said Registration Statement and any and all
  amendments thereto.
  <PAGE>   8
  
  
            WITNESS our hands and common seal on the date set forth below.
  
            Pursuant to the requirements of the Securities Act of 1933, this
       Registration Statement has been signed by the following persons in the
       capacities indicated as of January 31, 1997.
  
  
  
         Signature                                 Title
         ---------                                 -----
  
  /s/Jitendra S. Saxena                   President,
  --------------------------------        Chief Executive Officer
  Jitendra S. Saxena                      and Director (Principal
                                          Executive Officer)
  
  /s/Patrick J. Scannell, Jr.             Executive Vice President,
  --------------------------------        Finance & Administration,
  Patrick J. Scannell, Jr.                Chief Financial Officer
                                          and Treasurer (Principal
                                          Financial and Accounting
                                          Officer)
  
  /s/Richard J. Davis                     Director
  --------------------------------
  Richard J. Davis
  
  
  
  /s/Paul J. Ferri                        Director
  --------------------------------
  Paul J. Ferri
  
  
  
  /s/Alain J. Hanover                     Director
  --------------------------------
  Alain J. Hanover
  
  
  
  /s/David C. Mahoney                     Director
  --------------------------------
  David C. Mahoney
  
  
  
  
  <PAGE>   9
                                    EXHIBIT INDEX
                                    -------------
  
  
  Exhibit
  Number
  --------
  
  
  4.1       Restated Articles of Organization. (1)
  
  4.2       By-Laws.(2)
  
  4.3       Specimen Certificate of Common Stock of the Registrant.(3)
  
  5.1       Opinion of Hale and Dorr.
  
  23.1      Consent of Hale and Dorr (included in Exhibit 5.1).
  
  23.2      Consent of Coopers & Lybrand.
  
  23.3      Consent of Arthur Andersen LLP.
  
  23.4      Consent of Gustavo Casado, Certified Public Accountant.
  
  24.1      Power of Attorney (included in the signature pages of this 
            Registration Statement).
  
  -----------------------
  
  (1)   Incorporated herein by reference to Exhibit 3.3 to the
        Registrant's Registration Statement on Form S-1
        (File No. 33-85688).
  
  (2)   Incorporated herein by reference to Exhibit 3.4 to the
        Registrant's Registration Statement on Form S-1
        (File No. 33-85688).
  
  (3)   Incorporated herein by reference to Exhibit 4.1 to the
        Registrant's Registration Statement on Form S-1
        (File No. 33-85688).
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "APPLIX, INC.", "secsgml_size_bytes": 18253}]
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": "333-20853", "film-number": "97515741"}, "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 January 31, 1997
                                                          Registration No. 333-
  --------------------------------------------------------------------------------
       S E C U R I T I E S    A N D     E X C H A N G E     C O M M I S S I O N
  
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                    APPLIX, INC.
                 --------------------------------------------------
                 (Exact name of issuer as specified in its charter)
  
          Massachusetts                                           04-2781676
  -------------------------------                             ----------------
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                              Identification No.)
  
                112 Turnpike Road, Westboro, Massachusetts 01581-2831
                -----------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
                             1994 EQUITY INCENTIVE PLAN
                             --------------------------
                              (Full title of the plan)
  
                              Patrick J. Rondeau, Esq.
                                    Hale and Dorr
                                   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)
  
                           CALCULATION OF REGISTRATION FEE
                           -------------------------------
  Title of                         Proposed           Proposed
  Securities      Amount to         Maximum            Maximum           Amount of
    to be             be         Offering Price       Aggregate         Registration
  Registered      Registered        Per Share       Offering Price          Fee
  ----------      ----------     --------------     --------------      ------------
  Common Stock,    495,214          $17.00(1)        $8,418,638(1)         $2,552
  $.0025 par        shares
  value
  --------------------------
  
       (1) Estimated solely for the purpose of calculating the registration fee,
  and based on the average of the high and low prices as reported by Nasdaq on
  January 29, 1997 in accordance with Securities Act Rule 457(c) and (h).
  Page 1 of 13 pages.
                          Exhibit Index begins on page 9.
  2
  
  PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I is included in documents sent or given
  to participants in the 1994 Equity Incentive 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").
  
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
       Item 3. Incorporation of Certain 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 following documents, which are filed with the Securities and Exchange
  Commission, are incorporated in this Registration Statement by reference:
  
            (a) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1995 as filed with the Commission on April 1, 1996.
  
            (b) 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 annual report
  referred to in (a) above, comprised of the following:
  
                 (i) The Amendment on Form 8-K/A to the Company's Current Report
  on Form 8-K, as filed with the Commission on January 12, 1996;
  
                 (ii) The Company's Quarterly Report on Form 10-Q for the fiscal
  quarter ended March 31, 1996 as filed with the Commission on May 3, 1996;
  
                 (iii) The Company's Quarterly Report on Form 10-Q for the fiscal
  quarter ended June 30, 1996 as filed with the Commission on August 14, 1996;
  
                 (iv) The Company's Quarterly Report on Form 10-Q for the fiscal
  quarter ended October 31, 1996 as filed with the Commission on November 14,
  1996; 
  
                 (v) The Company's Current Report on Form 8-K, as filed with the
  Commission on November 15, 1996; and
  
                 (vi) The Amendment on Form 8-K/A to the Company's Current Report
  on Form 8-K, as filed with the Commission on January 14, 1997.
  
            (c) Registration Statement on Form 8-A as filed with the Commission on
  October 28, 1994.
  3
  
       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. 
  
       Item 4. Description of Securities.
               -------------------------
  
       Not applicable.
  
       Item 5. Interests of Named Experts and Counsel.
               --------------------------------------
  
       Not applicable.
  
       Item 6. Indemnification of Directors and Officers.
               -----------------------------------------
  
       Section 67 of the Massachusetts Business Corporation Law provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against liabilities incurred in connection
  with an action or proceeding to which he is or is threatened to be made a party
  by reason of such position, unless such person shall have been adjudicated not
  to have acted in good faith in the reasonable belief that his action was in the
  best interest of the corporation.
  
       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
  4
  
  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 Business Corporation Law is 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.
  
       Item 9. Undertakings.
               ------------
  
       1. The Registrant hereby undertakes:
  
            (a) 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 therefor) 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)
  5
  
                 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;
  
           (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 the registration
       statement.
  
            (b) 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.
  
            (c) 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 in 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
  6
  
  the opinion of the Securities and Exchange 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 payment by the Registrant of expenses incurred or
  paid by a director, officer of 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.
  7
  
                                     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 Westboro, Massachusetts, on this 31st day of January, 1997.
  
                                                APPLIX, INC.
  
                                                By: /s/ Jitendra S. Saxena
                                                    ----------------------------
                                                    Jitendra S. Saxena
                                                    President and 
                                                    Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       We, the undersigned officers and directors of Applix, Inc. hereby severally
  constitute and appoint Patrick J. Scannell, Jr. 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
  amendments to said Registration Statement and generally to do all such things in
  our name and behalf in our capacities as officers and directors to enable
  Applix, Inc., 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 our said
  attorneys, or any of them, to said Registration Statement and any and all
  amendments thereto.
  8
  
            WITNESS our hands and common seal on the date set forth below.
  
            Pursuant to the requirements of the Securities Act of 1933, this
       Registration Statement has been signed by the following persons in the
       capacities indicated as of January 31, 1997.
  
         Signature                                 Title
         ---------                                 -----
  
  /s/Jitendra S. Saxena                   President,
  --------------------------------        Chief Executive Officer
  Jitendra S. Saxena                      and Director (Principal
                                          Executive Officer)
  
  /s/Patrick J. Scannell, Jr.             Executive Vice President,
  --------------------------------        Finance & Administration,
  Patrick J. Scannell, Jr.                Chief Financial Officer
                                          and Treasurer (Principal
                                          Financial and Accounting
                                          Officer)
  
  /s/Richard J. Davis                     Director
  --------------------------------
  Richard J. Davis
  
  /s/Paul J. Ferri                        Director
  --------------------------------
  Paul J. Ferri
  
  /s/Alain J. Hanover                     Director
  --------------------------------
  Alain J. Hanover
  
  /s/David C. Mahoney                     Director
  --------------------------------
  David C. Mahoney
  9
                                    EXHIBIT INDEX
                                    -------------
  
  Exhibit
  Number
  --------
  
  4.1       Restated Articles of Organization. (1)
  
  4.2       By-Laws.(2)
  
  4.3       Specimen Certificate of Common Stock of the Registrant.(3)
  
  5.1       Opinion of Hale and Dorr.
  
  23.1      Consent of Hale and Dorr (included in Exhibit 5.1).
  
  23.2      Consent of Coopers & Lybrand.
  
  23.3      Consent of Arthur Andersen LLP.
  
  23.4      Consent of Gustavo Casado, Certified Public Accountant.
  
  24.1      Power of Attorney (included in the signature pages of this 
            Registration Statement).
  
  -----------------------
  
  (1)   Incorporated herein by reference to Exhibit 3.3 to the
        Registrant's Registration Statement on Form S-1
        (File No. 33-85688).
  
  (2)   Incorporated herein by reference to Exhibit 3.4 to the
        Registrant's Registration Statement on Form S-1
        (File No. 33-85688).
  
  (3)   Incorporated herein by reference to Exhibit 4.1 to the
        Registrant's Registration Statement on Form S-1
        (File No. 33-85688).