Monotype Imaging Holdings Inc. (Form: S-8, Received: 07/30/2007 17:12:23)

As filed with the Securities and Exchange Commission on July 30, 2007

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MONOTYPE IMAGING HOLDINGS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

20-3289482

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

500 Unicorn Park Drive

Woburn, MA 01801

(Address of Principal Executive Offices) (Zip Code)

2004 Stock Option and Grant Plan

2007 Stock Option and Incentive Plan

(Full Title of the Plan)

Douglas J. Shaw

President and Chief Executive Officer

Monotype Imaging Holdings Inc.

500 Unicorn Park Drive

Woburn, MA 01801

(781) 970-6000

(Name, address, and telephone number, including area code, of agent for service

CALCULATION OF REGISTRATION FEE


Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share		Proposed maximum aggregate offering price			Amount of registration fee
2004 Stock Option and Grant Plan	357,916	$	0.0025	$	894.79	⁽²⁾	$	0.03
Common Stock, par value $.001 per share	175,772	$	1.3650	$	239,928.78	⁽²⁾	$	7.37
	477,724	$	1.4525	$	693,894.11	⁽²⁾	$	21.31
	106,728	$	1.6700	$	178,235.76	⁽²⁾	$	5.48
	86,952	$	1.6950	$	147,383.64	⁽²⁾	$	4.53
	66,512	$	4.0725	$	270,870.12	⁽²⁾	$	8.32
	962,600	$	6.4300	$	6,189,518.00	⁽²⁾	$	190.02
	89,000	$	8.5000	$	756,500.00	⁽²⁾	$	23.23
	15,556	$	11.3500	$	176,560.60	⁽²⁾	$	5.43
	50,844	$	13.2500	$	673,683.00	⁽²⁾	$	20.69
2007 Stock Option and Incentive Plan ⁽⁴⁾	4,383,560	$	12.14	$	53,216,418.40	⁽³⁾	$	1,633.75
Common Stock, par value $.001 per share
Total	6,773,164			$	62,543,887.20		$	1,920.16

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of common stock.

(2)	Such shares are issuable upon exercise of outstanding options with fixed exercise prices. Pursuant to Rule 457(h) of the Securities Act, the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.

(3)

An assumed price of $12.14 per share, which is the average of the high and low prices of the Registrant’s common stock reported on the Nasdaq Global Market on July 26, 2007, is set forth solely for purposes of calculating the filing fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act and has been used only for those shares without a fixed exercise price.

(4)	To the extent outstanding awards under the 2004 Stock Option and Grant Plan expire or are canceled or terminated without having been exercised in full, the shares of common stock subject to such awards will be available for future issuance under the 2007 Stock Option and Incentive Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

Plan Information .*

Item 2.

Registrant Information and Employee Plan Annual Information .*

*The documents containing the information specified in this Part I will be sent or given to employees, directors or others as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “ Securities Act ”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “ Commission ”) and the Introductory Note to Part I of Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference .

The following documents filed by Monotype Imaging Holdings Inc. (the “ Registrant ”) with the Commission are incorporated by reference in this Registration Statement:

(a)	The Registrant’s Prospectus as filed on July 25, 2007 pursuant to Rule 424(b) of the Securities Act;

(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) since December 31, 2006; and

(c)

The section entitled “Description of Registrant’s Securities to be Registered” contained in the Registrant’s Registration Statement on Form 8-A, filed pursuant to Section 12(b) of the Exchange Act, on July 20, 2007, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of 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 .

The Delaware General Corporation Law and the Registrant’s bylaws provide for indemnification of the Registrant’s directors and officers for liabilities and expenses that they may incur in such capacities. In general, the Registrant will indemnify its directors and officers with respect to actions taken by them in good faith in a manner reasonably believed to be in, or not opposed to, the Registrant’s best interests and, with respect to any criminal proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful. Reference is made to the Registrant’s Amended and Restated By-laws filed as Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-140232).

The Registrant is party to an underwriting agreement which provides that the underwriters are obligated, under certain circumstances, to indemnify the Registrant’s directors, officers and controlling persons against certain liabilities, including liabilities under the Securities Act. Reference is made to the form of Underwriting Agreement filed as Exhibit 1.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-140232).

The Registrant has entered into agreements with its directors and certain of its officers that also provide for indemnification and expenses and liability reimbursement. These agreements require the Registrant to indemnify such persons against liabilities that may arise by reason of their status or service as officers and directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. In addition, the Registrant has an existing directors and officers liability insurance policy to insure such persons against certain liabilities.

Item 7.

Exemption From Registration Claimed .

Not applicable.

Item 8.

Exhibits .

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement on Form S-8, which Exhibit Index is incorporated herein by reference.

Item 9.

Undertakings .

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high 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 a 20% 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 (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes, that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act of 1934) 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such issue.

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 the City of Woburn, Commonwealth of Massachusetts, on July 30, 2007.


MONOTYPE IMAGING HOLDINGS INC.

By:		/s/ Douglas J. Shaw
		Douglas J. Shaw
		President, Chief Executive Officer and Director

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Monotype Imaging Holdings Inc. (the “ Company ”), hereby severally constitute and appoint Douglas J. Shaw and Jacqueline D. Arthur, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on July 30, 2007:



/s/ D OUGLAS J. S HAW
Douglas J. Shaw		President, Chief Executive Officer, and Director (Principal Executive Officer)

/s/ J ACQUELINE D. A RTHUR
Jacqueline D. Arthur		Senior Vice President, Chief Financial Officer, Assistant Secretary (Principal Financial and Accounting Officer)

/s/ R OBERT . M. G IVENS
Robert M. Givens		Chairman of the Board of Directors

/s/ A. B RUCE J OHNSTON
A. Bruce Johnston		Director

/s/ R OGER J. H EINEN , J R .
Roger J. Heinen, Jr.		Director

/s/ P AMELA F. L ENEHAN
Pamela F. Lenehan		Director

/s/ J ONATHAN W. M EEKS
Jonathan W. Meeks		Director

/s/ P ETER J. S IMONE
Peter J. Simone		Director

INDEX TO EXHIBITS


Exhibit No.		Description of Exhibit
3.1		Form of Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-140232) and incorporated herein by reference)

3.2		Amended and Restated By-laws of the Registrant (filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (No. 333-140232) and incorporated herein by reference)

4.1		Specimen Stock Certificate (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (No. 333-140232) and incorporated herein by reference)

5.1		Opinion of Goodwin Procter LLP

23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1)

23.2		Consent of Ernst & Young LLP

23.3		Consent of Ernst & Young AG Wirtschaftsprufungsgesellschaft Steuerberatungsgeesellschaft

24.1		Power of Attorney (included as part of the signature page of this Registration Statement)

Exhibit 5.1

Goodwin Procter LLP

Counsellors at Law

Exchange Place

Boston, MA 02109

T: 617.570.1000

F: 617.523.1231

goodwinprocter.com

July 30, 2007

Monotype Imaging Holdings Inc.

500 Unicorn Park Drive

Woburn, Massachusetts 01801


Re:		Securities Being Registered under Registration Statement on Form S-8

Ladies and Gentlemen:

This opinion letter is furnished to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 6,773,164 shares (the “Shares”) of Common Stock, $0.001 par value per share, of Monotype Imaging Holdings Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2004 Stock Option and Grant Plan and 2007 Stock Option and Incentive Plan (collectively, the “Plans”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions expressed below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion expressed below is limited to the Delaware General Corporation Law (which includes applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the Delaware General Corporation Law and the Delaware Constitution).

For purposes of the opinion expressed below, we have assumed that a sufficient number of authorized but unissued shares of the Company’s Common Stock will be available for issuance when the Shares are issued.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8), pertaining to the Monotype Imaging Holdings Inc. 2004 Stock Option and Grant Plan and 2007 Stock Option and Incentive Plan of our report dated April 11, 2007, except as to Note 14, as to which the date is July 5, 2007, with respect to the consolidated financial statements of Monotype Imaging Holdings Inc., which are included in its Registration Statement on Form S-1, as amended (File No. 333-140232), as filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts

July 26, 2007

Exhibit 23.3

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the 2004 Stock Option and Grant Plan and 2007 Stock Option and Incentive Plan of Monotype Imaging Holdings Inc. of our report dated November 20, 2006, with respect to the financial statements of Linotype GmbH, Bad Homburg, as of March 31, 2005 and 2006 and for the years then ended included in the Registration Statement (Form S-1 No. 333-140232) of Monotype Imaging Holdings Inc., filed with the Securities and Exchange Commission.

Ernst & Young AG

Wirtschaftsprüfungsgesellschaft

Steuerberatungsgesellschaft

/s/ Klein

Klein

Wirtschaftsprüfer

[German Public Auditor]

/s/ Schebo

Schebo

Wirtschaftsprüfer

[German Public Auditor]

Eschborn/Frankfurt/M., Germany

July 27, 2007