content: <PAGE>   1
  
  
  
  As filed with the Securities and Exchange Commission on June 21, 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 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 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)
                                ---------------------
  
  <TABLE>
  <CAPTION>
  
                                         CALCULATION OF REGISTRATION FEE
  
  Title of Securities     Amount to be        Proposed Maximum Offering     Proposed Maximum            Amount of
  to be Registered        Registered          Price per Share               Aggregate Offering Price    Registration Fee
  ----------------        ----------------    -------------------------     ------------------------    ----------------
  <S>                     <C>                       <C>                          <C>                        <C>
  Common Stock, $.0025
  par value               1,000,000 shares           $2.25(1)                    $2,250,000(1)              $562.50
  
  </TABLE>
  
  
  
  (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 June
  15, 2001 in accordance with Securities Act Rule 457(c) and (h).
  
  
  
  
  <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 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, 2000 as filed originally with the Commission on April 2,
  2001, as amended by the Company's Annual Report on Form 10-K/A filed with the
  Commission on June 15, 2001.
  
                    (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, 2001 as filed with the
                             Commission on May 14, 2001.
  
                    (ii)     The Company's Report on Form 8-K filed with the
                             Commission on April 13, 2001.
  
                    (c) Registration Statement on Form 8-A as filed with the
  Commission on October 28, 1994.
  
           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 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,
  
  
                                         1
  
  
  <PAGE>   3
  
  (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.
  
           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
  
  
                                         2
  
  <PAGE>   4
  
                                      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 end 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 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.
  
  
  
  
                                         3
  
  <PAGE>   5
  
                                     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 21 day of June 2001.
  
                                  APPLIX, INC.
  
                                  By:  /s/ Alan Goldwworthy
                                       -----------------------------------------
                                       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
  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 as of June 21, 2001.
  
  <TABLE>
  <CAPTION>
  
  SIGNATURE                                                       TITLE
  ---------                                                       -----
  <S>                                                            <C>
  
  /s/ Alan Goldsworthy                                            President, Chief Executive Officer (Principal
  ------------------------------------                            Executive Officer) and Director
  Alan Goldsworthy
  
  /s/ Edward Terino                                               Senior Vice President, Finance,
  ------------------------------------                            Chief Financial Officer and Treasurer (Principal
  Edward Terino                                                   Financial Officer)
  
  /s/ Jitendra S. Saxena
  ------------------------------------                            Director
  Jitendra S. Saxena
  
  /s/ Alain J. Hanover
  ------------------------------------                            Director
  Alain J. Hanover
  
  /s/ David C. Mahoney
  ------------------------------------                            Director
  David C. Mahoney
  
  /s/ Peter Gyenes
  ------------------------------------                            Director
  Peter Gyenes
  
  
  ------------------------------------                            Director
  John D. Loewenberg
  
  /s/ Charles F. Kane
  ------------------------------------                            Director
  Charles F. Kane
  
  </TABLE>
  
  
  
  
  <PAGE>   6
  
  
                                    EXHIBIT INDEX
  
  
  Exhibit
  Number
  -------
  4.1(1)        Restated Articles of Organization.
  
  4.2 (2)       By-Laws.
  
  4.3 (3)       Specimen Certificate of Common Stock of the Registrant.
  
  5.1           Opinion of Hale and Dorr LLP.
  
  23.1          Consent of Hale and Dorr LLP (included in Exhibit 5.1).
  
  23.2          Consent of PricewaterhouseCoopers LLP.
  
  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", "filename": "b39738ais-8.txt", "description": "APPLIX, INC. FORM S-8", "secsgml_size_bytes": 19132}]
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": "333-63550", "film-number": "1664923"}, "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 June 21, 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 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 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
  
  Title of Securities     Amount to be        Proposed Maximum Offering     Proposed Maximum            Amount of
  to be Registered        Registered          Price per Share               Aggregate Offering Price    Registration Fee
  ----------------        ----------------    -------------------------     ------------------------    ----------------
  Common Stock, $.0025
  par value               1,000,000 shares           $2.25(1)                    $2,250,000(1)              $562.50
  (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 June
  15, 2001 in accordance with Securities Act Rule 457(c) and (h).
  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 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, 2000 as filed originally with the Commission on April 2,
  2001, as amended by the Company's Annual Report on Form 10-K/A filed with the
  Commission on June 15, 2001.
  
                    (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, 2001 as filed with the
                             Commission on May 14, 2001.
  
                    (ii)     The Company's Report on Form 8-K filed with the
                             Commission on April 13, 2001.
  
                    (c) Registration Statement on Form 8-A as filed with the
  Commission on October 28, 1994.
  
           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 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,
  
                                         1
  3
  
  (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.
  
           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
  
                                         2
  4
  
                                      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 end 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 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.
  
                                         3
  5
  
                                     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 21 day of June 2001.
  
                                  APPLIX, INC.
  
                                  By:  /s/ Alan Goldwworthy
                                       -----------------------------------------
                                       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
  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 as of June 21, 2001.
  SIGNATURE                                                       TITLE
  ---------                                                       -----
  /s/ Alan Goldsworthy                                            President, Chief Executive Officer (Principal
  ------------------------------------                            Executive Officer) and Director
  Alan Goldsworthy
  
  /s/ Edward Terino                                               Senior Vice President, Finance,
  ------------------------------------                            Chief Financial Officer and Treasurer (Principal
  Edward Terino                                                   Financial Officer)
  
  /s/ Jitendra S. Saxena
  ------------------------------------                            Director
  Jitendra S. Saxena
  
  /s/ Alain J. Hanover
  ------------------------------------                            Director
  Alain J. Hanover
  
  /s/ David C. Mahoney
  ------------------------------------                            Director
  David C. Mahoney
  
  /s/ Peter Gyenes
  ------------------------------------                            Director
  Peter Gyenes
  
  ------------------------------------                            Director
  John D. Loewenberg
  
  /s/ Charles F. Kane
  ------------------------------------                            Director
  Charles F. Kane
  6
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number
  -------
  4.1(1)        Restated Articles of Organization.
  
  4.2 (2)       By-Laws.
  
  4.3 (3)       Specimen Certificate of Common Stock of the Registrant.
  
  5.1           Opinion of Hale and Dorr LLP.
  
  23.1          Consent of Hale and Dorr LLP (included in Exhibit 5.1).
  
  23.2          Consent of PricewaterhouseCoopers LLP.
  
  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).