MATRIXONE INC S-1

S-1

FORM S-1

EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE

EX-3.2

FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF

EX-3.3

RESTATED BY-LAWS OF THE REGISTRANT

EX-3.4

FORM OF AMENDED AND RESTATED BY-LAWS

EX-10.1

AMENDED AND RESTATED 1987 STOCK PLAN

EX-10.2

AMENDED AND RESTATED 1996 STOCK PLAN

EX-10.5

WARRANT PURCHASE AGREEMENT BY AND AMONG THE REGISTRANT AND

EX-10.6

ASSET PURCHASE AGREEMENT DATED MAY 7, 1998

EX-10.7

AMENDED AND RESTATED REGISTRATION RIGHTS, RESTRICTED STOCK AND

EX-10.8

AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS,

EX-10.9

AMENDMENT NO. 2 TO AMENDED AND RESTATED REGISTRATION RIGHTS,

EX-10.10

AMENDMENT NO. 3 TO AMENDED AND RESTATED REGISTRATION RIGHTS,

EX-10.11

AMENDMENT NO. 4 TO AMENDED AND RESTATED REGISTRATION RIGHTS,

EX-10.12

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

EX-10.13

OFFICE LEASE BETWEEN THE REGISTRANT & NEW BOSTON CHELMSFORD

EX-10.14

LOAN AND SECURITY AGREEMENT

EX-10.15

EMPLOYMENT AGREEMENT WITH JAMES F. MORGAN

EX-10.16

LETTER AGREEMENT BETWEEN THE REGISTRANT AND MAURICE L.

EX-10.18

EMPLOYMENT AGREEMENT BETWEEN THE REGISTRANT AND

EX-10.19

LETTER AGREEMENT BETWEEN THE REGISTRANT AND

EX-10.20

LETTER AGREEMENT BETWEEN REGISTRANT AND STEPHEN P. DUNN

EX-21.1

SUBSIDIARIES OF THE REGISTRANT

EX-23.2

CONSENT OF ARTHUR ANDERSEN LLP

EX-27.1

FINANCIAL DATA SCHEDULE