As filed with the Securities and Exchange Commission
on October 29, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SAVILLE SYSTEMS PLC
(Exact name of registrant as specified in its charter)
Republic of
Ireland None
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
IDA Business Park
Dangan, Galway, Ireland
(Address and zip code of Principal Executive Offices)
1995 SHARE OPTION PLAN
1996 EMPLOYEE SHARE PURCHASE PLAN
(Full title of the Plan)
Mr. John J. Boyle, III
President and Chief Executive Officer
Saville Systems, Inc.
One Van de Graaff Drive
Burlington, Massachusetts 01803
(Name, address and of agent for service)
(781) 270-6500
(Telephone number, including area code, of agent for service)
with a copy to
Thomas L. Barrette, Jr., Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================== ================== ========================= ========================= ========================
Title of Securities to be Amount to Proposed Maximum Proposed Maximum Amount of Registration
Registered be Registered Offering Price Per Share Aggregate Offering Price Fee
Ordinary Shares, ..........
<S> <C> <C> <C> <C>
2,327,000 shares $55.81 (1) $129,869,870 (1) $39,355.00
$0.0025 nominal value
per share
=========================== ================== ========================= ========================= ========================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
based upon the average of the high and low trading prices of the
Registrant's American Depositary Shares representing Ordinary Shares, as
reported on the Nasdaq National Market on October 28, 1997, in accordance
with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in documents
sent or given to participants in the 1995 Share Option Plan and 1996 Employee
Share Purchase Plan of Saville Systems PLC, a company incorporated under the
laws of the Republic of Ireland (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
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, Commission File No.
33-80607, filed by the Registrant on December 19, 1995, relating to the 1995
Share Option Plan and the Ordinary Shares issued to date under the 1996 Employee
Share Purchase Plan of the Registrant.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Town of Burlington, Commonwealth of Massachusetts, on this
the 19th day of October, 1997.
Saville Systems PLC
By: /s/ John J. Boyle, III
John J. Boyle, III
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Saville Systems PLC, hereby
severally constitute and appoint John J. Boyle, III, Christopher A. Hanson, Mark
G. Borden, and Thomas L. Barrette, Jr., 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 subsequent amendments to
said Registration Statement, and generally to do all such things in our names
and on our behalf and in our capacities as officers and directors to enable
Saville Systems PLC to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated as of the 19th day of October, 1997.
Signature Title
/s/ John J. Boyle, III President, Chief Executive
John J. Boyle, III Officer and Director
(Principal Executive Officer)
/s/ Christopher A. Hanson Chief Financial Officer
Christopher A. Hanson (Principal Financial and
Accounting Officer)
/s/ Bruce A. Saville Chairman of the Board
Bruce A. Saville of Directors
/s/ John A. Blanchard Director
John A. Blanchard
/s/ Brian E. Boyle Director
Brian E. Boyle
/s/ William F. Cunningham Director
William F. Cunningham
/s/ Richard A. Licursi Director
Richard A. Licursi
/s/ Fergus G. McGovern Director
Fergus G. McGovern
/s/ David P. Mixer Director
David P. Mixer
/s/ James B. Murray, Jr. Director
James B. Murray, Jr.
/s/ John W. Sidgmore Director
John W. Sidgmore
<PAGE>
Exhibit Index
Exhibit
Number Description
4.1 (1) Memorandum of Association of the Registrant,
as amended to date.
4.2 (1) Articles of Association of the Registrant,
as amended to date.
4.3 (1) Specimen Certificate of Ordinary Shares,
$0.0025 nominal value per share, of the Registrant.
5 Opinion of McCann FitzGerald.
23.1 Consent of McCann FitzGerald
(included in Exhibit 5).
23.2 Consent of Ernst & Young.
24 Power of Attorney (included on the signature page of
this Registration Statement).
<PAGE>
- ------------------------
(1)Incorporated herein by reference to the Registrant's Registration Statement
on Form S-1 (Commission File No. 33-97576).
Exhibit 5
[Letterhead of McCann FitzGerald]
Saville Systems PLC
IDA Business Park
Dangan, Galway
Ireland
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration Statement on
Form S-8 (the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended, (the
"Securities Act") relating an aggregate of 2,327,000 ordinary shares, nominal
value $0.0025 per share (the "Shares"), of Saville Systems PLC (the
"Company) issuable under the Company's 1995 Share Option Plan and 1996 Employee
Share Purchase Plan (collectively, the "Plans"). The term "Option" as used
herein means an option granted or to be granted pursuant to either of the
Plans.
This opinion is limited to Irish law as applied by the Irish courts and is given
on the basis that it will be governed by and construed in accordance with Irish
law. We have made no investigation of the laws of any jurisdiction other than
the Republic of Ireland and neither express nor imply any opinion as to any
other laws, including the laws of the United States of America or any state
thereof.
We have examined signed copies of the Registration Statement and all exhibits
thereto, all as filed with the Commission. We have also examined and relied upon
the original or copies of minutes of meetings of the shareholders and Board of
Directors of the Company, the share register of the Company, a copy of the
Articles of Association of the Company and a copy of the Memorandum of
Association of the Company, each as amended to date. In our examination of the
above documents, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, facsimile or
photostatic copies and the authenticity of the originals of such latter
documents. We have also assumed for purposes of this opinion that the purchase
price of the Shares issuable pursuant to the 1996 Employee Share Purchase Plan
or deliverable upon the exercise of an Option, pursuant to the 1995 Share Option
Plan shall not be less than the nominal value of the Shares and that the
purchase price for the Shares shall be paid by cash or by delivery of a cheque
to the Company, and if any such additional provision as is referred to in
Section 12(a) of the 1995 Share Option Plan is included in any option agreement
covering an Option under that Plan, that neither the inclusion nor any
implementation of such provision is or will contravene any applicable law.
Based upon the foregoing assumptions, we are the opinion that the Board of
Directors of the Company has, at the date of this opinion, the requisite
authority and power ("Shareholders' Authority") under Sections 20 and 24 of the
Companies (Amendment) Act, 1983 to grant Options under the Plans over the Shares
and that at the date of this opinion not less than 2,327,000 ordinary shares are
available for issue out of the authorized and unissued share capital of the
Company.
Further, based upon the foregoing assumptions and upon the assumption that, on
the date on which Options are granted, the Board of Directors of the Company
continues to have the Shareholders' Authority to grant all relevant Options and
that, on the date on which, following exercise of Options, Shares are issued,
the Company has sufficient authorized and unissued share capital available for
issue, we are of the opinion that the Shares, when issued in accordance with the
terms of the Plans against payment therefore, will be validly issued, fully paid
and not subject to any call for any further payment thereon.
We hereby consent to the filing of this opinion with the Commission as an
Exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein. In giving such consent, we do not hereby 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 of the Commission.
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in
effect.
Very truly yours,
/s/McCann FitzGerald
McCann FitzGerald
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the 1995 Share Option Plan and the 1996
Employee Share Purchase Plan of Saville Systems PLC, of our report dated January
22, 1997 with respect to the consolidated financial statements and schedule of
Saville Systems PLC included in its Annual Report on Form 10-K for the year
ended December 31, 1996 filed with the Securities and Exchange Commission.
Ernst & Young
/s/ Ernst & Young
October 28, 1997
Galway, Ireland
