content: <PAGE>
       As filed with the Securities and Exchange Commission on July 25, 2002
  
                                                       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 No.)
  
                 289 TURNPIKE ROAD, WESTBOROUGH, MASSACHUSETTS 01581
                 (Address of Principal Executive Offices) (Zip Code)
  
  
                           2000 DIRECTOR STOCK OPTION 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)
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================
                                                     Proposed Maximum       Proposed Maximum
  Title of Securities          Amount to be         Offering Price Per     Aggregate Offering         Amount of
   to be  Registered           Registered(1)              Share                  Price             Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  <S>                        <C>                         <C>                <C>                       <C>
  Common Stock,
  $0.0025 par value          150,000 shares              $1.38(2)           $207,000.00(2)            $19.05
  (including the
  associated
  Preferred Stock
  Purchase Rights)
  ====================================================================================================================
  </TABLE>
  
  (1)  In accordance with Rule 416 under the Securities Act of 1933, as amended,
       this registration statement shall be deemed to cover any additional
       securities that may from time to time be offered or issued to prevent
       dilution resulting from stock splits, stock dividends or similar
       transactions.
  
  
  (2)  Estimated solely for the purpose of calculating the registration fee
       pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
       amended, and based upon the average of the high and low prices of the
       Registrant's Common Stock as reported on the Nasdaq National Market on July
       23, 2002.
  
  
  
  
  <PAGE>
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
       ITEM 1.  PLAN INFORMATION.
  
       The information required by Item 1 is included in documents sent or given
  to participants in the 2000 Director Stock Option Plan of Applix, Inc., a
  Massachusetts corporation (the "Registrant") covered by this registration
  statement 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 2000 Director Stock Option Plan of the Registrant
  covered by this registration statement 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 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, 2001 as filed with the Commission on April 1, 2002.
  
            (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 Company's Quarterly Report on Form 10-Q for the fiscal
                      quarter ended March 31, 2002 as filed with the Commission on
                      May 15, 2002.
  
            (c) Registration Statements on Forms 8-A as filed with the Commission
  on October 28, 1994 and September 20, 2000.
  
       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 the purposes of this
  registration statement to the extent that a statement contained herein or in any
  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.
  
                                        -2-
  
  <PAGE>
  
  
       ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this registration statement. Patrick J. Rondeau, a partner of Hale
  and Dorr LLP, serves as Clerk to the Registrant.
  
       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. The Registrant 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 and bylaws 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 and bylaws, respectively) 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.
  
       Under the Registrant's articles of organization, 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. The Registrant's articles of organization provide that 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 and bylaws provide that the
  indemnification provided therein is not exclusive, and the Registrant's articles
  of organization 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's bylaws provide that the indemnification
  provided therein shall be offset to the extent of any other source of
  indemnification or applicable insurance coverage.
  
       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>
  
  
       ITEM 9.  UNDERTAKINGS.
  
       1.  The undersigned 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) 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 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 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.
  
                                        -4-
  
  <PAGE>
  
  
                                     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 Westborough, Massachusetts, on this 17th day of July, 2002.
  
                                        APPLIX, INC.
  
                                        By: /s/ Alan Goldsworthy
                                           ---------------------------------------
                                           Alan Goldsworthy
                                           President and Chief Executive Officer
  
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       We, the undersigned officers and directors of Applix, Inc. hereby severally
  constitute and appoint Walt Hilger 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.
  
       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 on the dates indicated.
  
  
  <TABLE>
  <CAPTION>
               SIGNATURE                            TITLE                            DATE
               ---------                            -----                            ----
  <S>                                  <C>                                       <C>
  /s/ Alan Goldsworthy                 President and  Chief Executive            July 17, 2002
  ---------------------------          Officer (Principal Executive
  Alan Goldsworthy                     Officer)
  
  
  /s/ Walt Hilger                      Chief Financial Officer and               July 17, 2002
  ---------------------------          Treasurer (Principal
  Walt Hilger                          Financial and Accounting
                                       Officer)
  
  
  /s/ Alain J. Hanover                 Director                                  July 23, 2002
  ---------------------------
  Alain J. Hanover
  
  
  /s/ David C. Mahoney                 Director                                  July 17, 2002
  ---------------------------
  David C. Mahoney
  
  
  /s/ Peter Gyenes                     Director                                  July 17, 2002
  ---------------------------
  Peter Gyenes
  
  
  /s/ Charles F. Kane                  Director                                  July 17, 2002
  ---------------------------
  Charles F. Kane
  
  
  /s/ John D. Loewenberg               Director                                  July 17, 2002
  ---------------------------
  John D. Loewenberg
  </TABLE>
  
  
                                        -5-
  
  <PAGE>
  
  
  
                                    EXHIBIT INDEX
  
  
  EXHIBIT
  NUMBER
  -------
  
   4.1(1)       Restated Articles of Organization of the Registrant.
  
   4.2 (2)      By-Laws of the Registrant.
  
   4.3(3)       Form of Rights Agreement, dated as of September 18, 2000, between
                the Company and American Stock Transfer & Trust Company, which
                includes as Exhibit A the terms of the Series A Junior
                Participating Preferred Stock, as Exhibit B the Form of Rights
                Certificate, and as Exhibit C the Summary of Rights to Purchase
                Preferred Stock.
  
   5.1          Opinion of Hale and Dorr LLP, counsel to the Registrant.
  
  23.1          Consent of Hale and Dorr LLP (included in Exhibit 5.1).
  
  23.2          Consent of Ernst & Young LLP.
  
  23.3          Consent of PricewaterhouseCoopers LLP.
  
  24.1          Power of Attorney (included on the signature pages of this
                registration statement).
  
  -----------------------
  
  (1)  Previously filed with the Securities and Exchange Commission as Exhibit 3.3
       to the Registrant's Registration Statement on Form S-1 (File No. 33-85688)
       and incorporated herein by reference.
  
  (2)  Previously filed with the Securities and Exchange Commission as Exhibit 3.4
       to the Registrant's Registration Statement on Form S-1 (File No. 33-85688)
       and incorporated herein by reference.
  
  (3)  Previously filed with the Securities and Exchange Commission as Exhibit 1
       to the Registrant's Registration Statement on Form 8-A, dated September 20,
       2000 (File No. 000-25040) and incorporated herein by reference.
  
  
                                        -6-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b43794apsv8.txt", "description": "APPLIX, INC.", "secsgml_size_bytes": 20681}]
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": "333-97101", "film-number": "02711060"}, "business-address": {"street1": "112 TURNPIKE RD", "city": "WESTBORO", "state": "MA", "zip": "01581", "phone": "5088700300"}}
text: As filed with the Securities and Exchange Commission on July 25, 2002
  
                                                       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 No.)
  
                 289 TURNPIKE ROAD, WESTBOROUGH, MASSACHUSETTS 01581
                 (Address of Principal Executive Offices) (Zip Code)
  
                           2000 DIRECTOR STOCK OPTION 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)
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================
                                                     Proposed Maximum       Proposed Maximum
  Title of Securities          Amount to be         Offering Price Per     Aggregate Offering         Amount of
   to be  Registered           Registered(1)              Share                  Price             Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  Common Stock,
  $0.0025 par value          150,000 shares              $1.38(2)           $207,000.00(2)            $19.05
  (including the
  associated
  Preferred Stock
  Purchase Rights)
  ====================================================================================================================
  (1)  In accordance with Rule 416 under the Securities Act of 1933, as amended,
       this registration statement shall be deemed to cover any additional
       securities that may from time to time be offered or issued to prevent
       dilution resulting from stock splits, stock dividends or similar
       transactions.
  
  (2)  Estimated solely for the purpose of calculating the registration fee
       pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
       amended, and based upon the average of the high and low prices of the
       Registrant's Common Stock as reported on the Nasdaq National Market on July
       23, 2002.
  PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
       ITEM 1.  PLAN INFORMATION.
  
       The information required by Item 1 is included in documents sent or given
  to participants in the 2000 Director Stock Option Plan of Applix, Inc., a
  Massachusetts corporation (the "Registrant") covered by this registration
  statement 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 2000 Director Stock Option Plan of the Registrant
  covered by this registration statement 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 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, 2001 as filed with the Commission on April 1, 2002.
  
            (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 Company's Quarterly Report on Form 10-Q for the fiscal
                      quarter ended March 31, 2002 as filed with the Commission on
                      May 15, 2002.
  
            (c) Registration Statements on Forms 8-A as filed with the Commission
  on October 28, 1994 and September 20, 2000.
  
       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 the purposes of this
  registration statement to the extent that a statement contained herein or in any
  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.
  
                                        -2-
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this registration statement. Patrick J. Rondeau, a partner of Hale
  and Dorr LLP, serves as Clerk to the Registrant.
  
       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. The Registrant 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 and bylaws 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 and bylaws, respectively) 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.
  
       Under the Registrant's articles of organization, 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. The Registrant's articles of organization provide that 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 and bylaws provide that the
  indemnification provided therein is not exclusive, and the Registrant's articles
  of organization 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's bylaws provide that the indemnification
  provided therein shall be offset to the extent of any other source of
  indemnification or applicable insurance coverage.
  
       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-
  ITEM 9.  UNDERTAKINGS.
  
       1.  The undersigned 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) 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 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 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.
  
                                        -4-
  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 Westborough, Massachusetts, on this 17th day of July, 2002.
  
                                        APPLIX, INC.
  
                                        By: /s/ Alan Goldsworthy
                                           ---------------------------------------
                                           Alan Goldsworthy
                                           President and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       We, the undersigned officers and directors of Applix, Inc. hereby severally
  constitute and appoint Walt Hilger 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.
  
       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 on the dates indicated.
  SIGNATURE                            TITLE                            DATE
               ---------                            -----                            ----
  /s/ Alan Goldsworthy                 President and  Chief Executive            July 17, 2002
  ---------------------------          Officer (Principal Executive
  Alan Goldsworthy                     Officer)
  
  /s/ Walt Hilger                      Chief Financial Officer and               July 17, 2002
  ---------------------------          Treasurer (Principal
  Walt Hilger                          Financial and Accounting
                                       Officer)
  
  /s/ Alain J. Hanover                 Director                                  July 23, 2002
  ---------------------------
  Alain J. Hanover
  
  /s/ David C. Mahoney                 Director                                  July 17, 2002
  ---------------------------
  David C. Mahoney
  
  /s/ Peter Gyenes                     Director                                  July 17, 2002
  ---------------------------
  Peter Gyenes
  
  /s/ Charles F. Kane                  Director                                  July 17, 2002
  ---------------------------
  Charles F. Kane
  
  /s/ John D. Loewenberg               Director                                  July 17, 2002
  ---------------------------
  John D. Loewenberg
  -5-
  EXHIBIT INDEX
  
  EXHIBIT
  NUMBER
  -------
  
   4.1(1)       Restated Articles of Organization of the Registrant.
  
   4.2 (2)      By-Laws of the Registrant.
  
   4.3(3)       Form of Rights Agreement, dated as of September 18, 2000, between
                the Company and American Stock Transfer & Trust Company, which
                includes as Exhibit A the terms of the Series A Junior
                Participating Preferred Stock, as Exhibit B the Form of Rights
                Certificate, and as Exhibit C the Summary of Rights to Purchase
                Preferred Stock.
  
   5.1          Opinion of Hale and Dorr LLP, counsel to the Registrant.
  
  23.1          Consent of Hale and Dorr LLP (included in Exhibit 5.1).
  
  23.2          Consent of Ernst & Young LLP.
  
  23.3          Consent of PricewaterhouseCoopers LLP.
  
  24.1          Power of Attorney (included on the signature pages of this
                registration statement).
  
  -----------------------
  
  (1)  Previously filed with the Securities and Exchange Commission as Exhibit 3.3
       to the Registrant's Registration Statement on Form S-1 (File No. 33-85688)
       and incorporated herein by reference.
  
  (2)  Previously filed with the Securities and Exchange Commission as Exhibit 3.4
       to the Registrant's Registration Statement on Form S-1 (File No. 33-85688)
       and incorporated herein by reference.
  
  (3)  Previously filed with the Securities and Exchange Commission as Exhibit 1
       to the Registrant's Registration Statement on Form 8-A, dated September 20,
       2000 (File No. 000-25040) and incorporated herein by reference.
  
                                        -6-