<PAGE>
As filed with the Securities and Exchange Commission on April 16, 1998
Registration Statement No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-3
______________________
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 (I.R.S. Employer Identification No.)
of incorporation or organization)
IDA BUSINESS PARK
DANGAN
GALAWAY, IRELAND
011-353-9-152-6611
(Address, including zip code, and
telephone number, including area code,
of registrant's principal
executive offices)
______________________
JOHN J. BOYLE, III
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD OF DIRECTORS
SAVILLE SYSTEMS, PLC
ONE VAN DE GRAAFF DRIVE
BURLINGTON, MASSACHUSETTS 01803
(781) 270-6500
(Name, address, including zip code, and
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
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] 333-_______.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] 333-__________.
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
_____________________________________________________________
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Each Class of Amount Maximum Maximum
Securities to be Registered to be Offering Aggregate Amount of
Registered Price Offering Price(1) Registration
Per Share (1) Fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary Shares, $0.0025 par value per share 283,698 $53.75 $15,248,768 $4,499.00
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act and based upon the average of the
high and low prices on the Nasdaq National Market on April 13, 1998.
____________________________________________
THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
SHALL DETERMINE.
================================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED APRIL 16, 1998
PROSPECTUS PROSPECTUS
SAVILLE SYSTEMS PLC
283,698 AMERICAN DEPOSITORY SHARES
REPRESENTING
283,698 ORDINARY SHARES
_____________________
This Prospectus relates to 283,698 American Depository Shares (each an
"ADS") of Saville Systems PLC ("Saville" or the "Company"). Each ADS represents
the right to receive one ordinary share, $0.0025 nominal value per share (each
an "Ordinary Share"), of the Company. The Shares were acquired by the persons
named herein pursuant to an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), provided by
regulations thereof. The Shares are being registered by the Company pursuant to
the terms of a Share Purchase Agreement dated April 3, 1998 (the "Purchase
Agreement") between the Company and BHA Pty. Ltd. ACN 009 937 606 (the "Selling
Shareholder"). See "Selling Shareholder."
The Shares may be offered by the Selling Shareholder from time to time in
transactions on the Nasdaq National Market ("Nasdaq"), in privately negotiated
transactions, through the writing of options on the ADSs or a combination of
such methods of sale, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholder may effect such
transactions by selling the ADSs to or through broker-dealers, and such broker-
dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholder or the purchasers of the ADSs for whom
such broker-dealers may act as agent or to whom they sell as principal or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). See "Selling Shareholder" and "Plan of Distribution."
This Prospectus may be used by the Selling Shareholder or by any broker-
dealer who may participate in sales of the ADSs. The Selling Shareholder will
pay all commissions, transfer taxes and other expenses associated with the sale
of the ADSs by it.
The Company will not receive any of the proceeds from the sale of the ADSs
by the Selling Shareholder. The Company has agreed to bear certain expenses in
connection with the registration and sale of the ADSs being offered by the
Selling Shareholder. The Company and the Selling Shareholder have agreed to
indemnify each other against certain liabilities, including certain liabilities
under the Securities Act. See "Use of Proceeds."
The Company's ADSs are traded on Nasdaq under the symbol "SAVLY." On April
14, 1998, the closing sale price of the ADSs on Nasdaq was $54.00 per share.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 4.
______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
The date of this Prospectus is ________ __, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements 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 "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 and at the Commission's regional offices
located at Seven World Trade Center, Suite 1300, New York, New York 10048, and
at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such materials also may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, reports, proxy statements and other information
concerning the Company can be inspected and copied at the offices of the Nasdaq
Stock Market, Inc., 1735 K Street, N.W., Washington, D.C. 20006. The Company is
required to file electronic versions of certain documents through the
Commission's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.
The Commission maintains a World Wide Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments, supplements, exhibits and schedules thereto,
the "Registration Statement") under the Securities Act with respect to the ADSs
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, as certain items are omitted in accordance
with the rules and regulations of the Commission. For further information
pertaining to the Company and the ADSs, reference is made to such Registration
Statement. Statements contained in this Prospectus regarding the contents of
any agreement or other document are not necessarily complete, and in each
instance reference is made to the copy of such agreement or document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference. The Registration Statement may be inspected
without charge at the office of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies of all or any part thereof may be obtained
from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1997 filed with the Commission on March 25, 1998;
(2) The Company's Current Report on Form 8-K dated April 3, 1998, filed
with the Commission on April 16, 1998; and
(3) The Company's Registration Statement on Form 8-A dated November 8,
1995 registering the ADSs under Section 12(g) of the Exchange Act.
<PAGE>
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the Shares registered hereby shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing 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 purposes of this Prospectus to the
extent that a statement contained herein or in any other 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 Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the foregoing documents
incorporated by reference into this Prospectus (without exhibits to such
documents other than exhibits specifically incorporated by reference into such
documents). All such requests shall be directed to: Saville Systems PLC, One
Van de Graaff Drive, Burlington, Massachusetts 01803, Attention: Chief Financial
Officer, Telephone: (781) 270-6500.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This Prospectus (including the information incorporated herein by
reference) contains forward-looking statements, including statements regarding
the Company's plans to expand its international and North American sales
presence, the Company's plans to continue its research and development efforts,
the Company's expectation that it will continue to make property and equipment
investments in 1998, the Company's plans for strategic acquisitions, the
expectation of value to be added by alliances with third parties, the Company's
intent to release future products and enhancements, the Company's belief that
its existing cash balance and funds generated by operations will be sufficient
to meet its anticipated liquidity and working capital requirements for the next
twelve months, the possible adverse foreign currency exposure involved with
international expansion, and the Company's general expectations of growth. For
this purpose, any statements contained herein (or incorporated herein by
reference) that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the foregoing, the words
"believes", "anticipates", "plans", "expects" and similar expressions are
intended to identify forward-looking statements. There are a number of
important factors that could cause actual events or the Company's actual results
to differ materially from those indicated by such forward-looking statements.
These factors include, without limitation, those set forth below under the
caption "Risk Factors."
THE COMPANY
Saville Systems PLC (together with its subsidiaries, "Saville" or the
"Company") provides innovative, convergent customer care and billing solutions
to service providers in the global telecommunications industry. Saville's
customer care and billing solution, Convergent Billing Platform ("CBP") (TM), is
available on both DB2/400 and Oracle/UNIX platforms, and is designed to enable
service providers to bring new service offerings to the market quickly, and to
bill accurately and reliably for multiple services on one integrated invoice.
Saville offers its customers a full range of professional services.
Saville assists each customer in defining its requirements and then designs,
develops and implements a cost-effective customer care and billing solution.
The customer can either license the solution from Saville or have the solution
<PAGE>
operated in a Company operated service bureau. In 1997, the Company introduced
facilities management services for customers who contract with Saville to manage
the operation of the licensed solution on customer-owned hardware. The Company
usually serves as a billing partner for its customers by implementing new
systems as the customer enters new service categories or geographic markets, and
by further developing and enhancing the customer's installed systems in response
to changes in the customer's service offerings, marketing strategies and network
technology. During 1997, the Company established direct sales offices for
Western and Central Europe, Latin America and the Asia Pacific region and
created several strategic marketing alliances, including with Lucent
Technologies, Cap Gemini and Coopers and Lybrand.
Saville has developed, and continuously refines, its sophisticated base
software applications, which it customizes to meet the current and evolving
requirements of its customers. During 1997, the Company had two major platform
releases of CBP. The first was in July 1997 for CBP on the DB2/400 platform and
the second was the release of the Company's UNIX-based product, CBP for Oracle
in December 1997.
The Company's solutions are designed to operate in a multi-service
environment capable of billing local exchange, long distance, wireless
(cellular, paging, satellite and Personal Communications Services) and data
telecommunications services. These systems are designed to support the discrete
service offering of large telecommunications service providers, or to serve as
the complete customer care and billing systems of emerging and medium-sized
service providers. In addition, during 1997 the Company executed its first
contract to provide a convergent billing system to a customer in the energy
industry.
The Company was incorporated in the Republic of Ireland in June 1993 as
Saville Systems Ireland Limited, a private limited company. On November 9,
1995, the Company was re-registered as a public limited company and changed its
name to Saville Systems PLC. Unless the context otherwise requires, references
to the "Company" or "Saville" are to Saville Systems PLC and its consolidated
subsidiaries. The Company's principal executive office is located at IDA
Business Park, Dangan, Galway, Ireland, and its telephone number from the United
States is (011) 353-9-152-6611. The address of the Company's North American
headquarters is One Van de Graaff Drive, Burlington, Massachusetts 01803, and
its telephone number is (781) 270-6500.
RISK FACTORS
The ADSs offered hereby involve a high degree of risk. The following risk
factors should be considered carefully in addition to the other information
included or incorporated by reference in this Prospectus before purchasing the
ADSs offered hereby.
RELIANCE ON SIGNIFICANT CUSTOMERS
To date, a substantial portion of the Company's total revenues has been
derived from a relatively small number of customers. This concentration of
customers can cause the Company's revenues and earnings to fluctuate from
quarter to quarter, based on these customers' requirements and the timing of
their orders. A significant decrease in business from any of its major
customers would have a material adverse effect on the Company's business,
financial condition, and results of operations.
<PAGE>
The Company's future success depends in large part on its ability to
develop new customer relationships with successful telecommunications service
providers. There can be no assurance that the Company will be able to develop
such relationships or that the service providers that become customers of the
Company will be successful. Historically, the Company has been dependent on
long-term customer relationships and therefore, the failure of the Company's
customers to compete effectively in the telecommunications market could have a
material adverse effect on the Company's business, financial condition and
results of operations.
MANAGEMENT OF EXPANDING OPERATIONS
Recently, the Company has expanded its operations rapidly, which has placed
significant demands on the Company's administrative, operational and financial
personnel and systems. Additional expansion by the Company may further strain
the Company's management, financial and other resources. There can be no
assurance that the Company's systems, procedures, controls and existing space
will be adequate to support expansion of the Company's operations. The
Company's future operating results will substantially depend on the ability of
its officers and key employees to manage changing business conditions and to
implement and improve its operational, financial control and reporting systems.
If the Company is unable to respond to and manage changing business conditions,
the quality of the Company's services, its ability to retain key personnel and
its results of operations could be materially adversely affected.
INTENSE COMPETITION
The Company competes with both independent providers of systems and
services like the Company and with internal billing departments of existing
telecommunications service providers, many of which have substantially greater
financial, technical, sales , marketing and other resources, as well as greater
name recognition, than the Company. There can be no assurance that the Company
will be able to compete successfully with its existing competitors or with new
competitors.
RELIANCE ON DB2/400
Although the Company has introduced its UNIX-based CBP for Oracle product,
almost all of the Company's billing and customer care customers run the
Company's software on the DB2/400 platform, which represents a leading platform
for existing and new billing systems. If there should be a rapid shift away
from the current use of the DB2/400 platform by the telecommunications industry
for billing, the Company would be required to expend substantial capital
resources to develop new software and enhance existing software and likely
experience delays or losses in customer orders.
RAPID TECHNOLOGICAL CHANGE
The market for the Company's products and services is characterized by
rapidly changing technology, evolving industry standards and changing customer
needs. Therefore, the Company's success will depend upon its ability to enhance
its existing products and to introduce new products and features to meet the
requirements of new and existing customers. The Company is currently devoting
significant resources to develop, refine and enhance its base software modules
for its UNIX-based and DB2/400-based products. There can be no assurance that
the Company will successfully complete these projects or that the Company's
present or future products will satisfy the evolving needs of the
telecommunications market. If the Company were unable, due to resource,
technological or other contraints to adequately anticipate or respond to such
changes, or if the Company's new product
<PAGE>
developments and enhancements do not gain market acceptance, the Company's
business and results of operations would be materially adversely affected.
INTERNATIONAL OPERATIONS
The Company's international business is subject to risks such as
fluctuations in exchange rates, difficulties or delays in developing and
supporting non-English language versions of the Company's products, political
and economic conditions in various jurisdictions, unexpected changes in
regulatory requirements, tariffs and other trade barriers, difficulties in
staffing and managing foreign operations and longer accounts receivable payment
cycles. Specifically, the Asia Pacific region has experienced a recent downturn
in economic conditions, the continuation of which could adversely affect the
Company's ability to expand into this region. There can be no assurance that
such factors will not have a material adverse effect on the Company's revenues
or its overall financial performance.
FLUCTUATIONS IN EXCHANGE RATES
Fluctuations in exchange rates may have a material adverse effect on the
Company's results of operations, particularly its operating margins, and could
also result in exchange losses. The impact of future exchange rate fluctuations
on the Company's results of operations cannot be accurately predicted. To date,
the Company has not sought to hedge the risks associated with fluctuations in
exchange rates, but may undertake such transactions in the future. There can be
no assurance that any hedging techniques implemented by the Company will be
successful or that the Company's results of operations will not be materially
adversely affected by exchange rate fluctuations.
RISK OF INCREASING TAXES
The Company has significant operations and generates a substantial portion
of its taxable income in the Republic of Ireland and, under an incentive tax
program due to terminate in 2010, is taxed on its "manufacturing income" at a
rate, that is substantially lower than United States tax rates. If the Company
could no longer qualify for this tax rate or if the tax laws were rescinded or
changed, the Company's net income could be materially adversely affected. In
addition, if United States, Canadian or other foreign tax authorities were to
challenge successfully the manner in which profits are recognized among the
Company and its subsidiaries, the Company's effective tax rate could increase,
and its cash flow and results of operations could be materially adversely
affected.
VOLATILITY OF ADS PRICE.
The market price of the Company's ADSs has increased significantly since
the Company's initial public offering of ADSs in November 1995. The period
since the initial public offering was marked by generally rising stock prices,
favorable industry conditions and improved operating results of the Company, all
of which are subject to change. The trading price of the ADSs could be subject
to wide fluctuations in response to the announcement of operating results that
differ from financial analysts' projections, changes in such projections,
quarter-to-quarter variations in operating results, announcements of
technological innovations or new products by the Company or its competitors and
other events. In addition, in recent years the stock market in general, and the
shares of technology companies in particular, have experienced extreme price and
volume fluctuations. This volatility has had a substantial effect on the market
prices of securities issued by many companies for reasons unrelated to their
operating performance. These broad market fluctuations may adversely affect the
market price of the ADSs.
<PAGE>
RISKS ASSOCIATED WITH ACQUISITIONS
The Company's strategy includes the acquisition of businesses and
technologies that complement or augment the Company's existing business and
products. On April 3, 1998, the Company completed its acquisition of
substantially all of the assets of the Selling Shareholder and one of its
affiliates. In addition, in February 1998, the Company purchased an
interconnect telecommunications software product from a Swedish company. There
can be no assurance that the Company will be able to complete future
acquisitions or that the Company will be able to successfully integrate any
acquired businesses. In order to finance such acquisitions, it may be necessary
for the Company to raise additional funds through public or private financing.
Any equity or debt financing, if available at all, may be on terms that are not
favorable to the Company, and in the case of equity financings, may result in
dilution to the Company's Shareholders.
RISKS OF LITIGATION
From time to time, the Company may receive threats of or become involved in
litigation in the ordinary course of its business. In June 1997, the Company
received a letter from a customer purporting to terminate its relationship with
the Company and alleging certain failures to perform by the Company. The
customer alleges damages of $12 million. The Company has denied all of these
allegations and believes that they are without merit. There can be no
assurance, however, as to the outcome of this or any other dispute that may
arise.
RISKS ASSOCIATED WITH YEAR 2000
The Company is reviewing its products and operations to ensure that they
will not be adversely affected by year 2000 software failures, which can arise
in time-sensitive software applications that utilize a field of two digits to
define the applicable year. In such applications, a date using "00" as the year
may be recognized as the year 1900 rather than the year 2000. The Company's
released software products are currently year 2000 ready, and therefore the
Company does not believe that it will need to undertake material research and
development efforts in this regard. The Company's review, correction, and
upgrade of its internal systems to ensure year 2000 readiness is ongoing. The
Company believes that any correction or upgrade necessary to make the Company's
major internal systems year 2000 ready will be completed by early 1999 and that
the cost of such actions will not have a material adverse effect on the
Company's results of operations or financial condition. There can be no
assurances, however, that there will not be a delay in, or increased costs
associated with, the implementation of such corrections or upgrades or that the
Company will suffer no material adverse effects from the year 2000 problem,
including due to the lack of readiness on the part of third party suppliers of
goods and services to the Company's operations. In addition, there can be no
assurance that businesses or assets that the Company may acquire in the future
will not be adversely affected by year 2000 software issues, which could have a
material adverse effect on the Company's business, results of operations and
financial condition.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the ADSs by the
Selling Shareholder.
The Company will bear all costs (excluding any brokerage fees, underwriting
discounts and selling commissions and expenses incurred by the Selling
Shareholder for legal services), fees and
<PAGE>
expenses incurred in effecting the registration of the ADSs covered by this
Prospectus, including, without limitation, all registration and filing fees
required under federal and state securities laws, fees and expenses of counsel
for the Company and fees and expenses of accountants for the Company.
SELLING SHAREHOLDER
The following table sets forth, to the knowledge of the Company, certain
information regarding the beneficial ownership of Ordinary Shares of the Selling
Stockholder and as adjusted to give effect to the sale of the ADSs offered
hereby. The ADSs are being registered to permit public secondary trading of the
ADSs, and the Selling Shareholder may offer the ADSs for resale from time to
time.
All of the ADSs being offered by the Selling Shareholders were acquired by
it from the Company in a private placement transaction pursuant to an exemption
from the registration requirements of the Securities Act provided by Section
4(2) and Regulation S thereof. The Company issued the Ordinary Shares covered
by the Prospectus to fund, in part, the Company's acquisition of substantially
all of the assets and the assumption of certain liabilities of the Selling
Shareholder and an affiliate of the Selling Shareholder. Except for this
transaction, the Selling Shareholder has had no material relationship with the
Company.
The ADSs are being registered by the Company pursuant to the terms of the
Purchase Agreement. In the Purchase Agreement, the Company has agreed, among
other things, to bear certain expenses in connection with the registration and
sale of the ADSs being offered by the Selling Shareholder. See "Plan of
Distribution."
The Selling Shareholder represented in the Purchase Agreement that it was
acquiring the ADSs for investment and with no present intention of distributing
any of such ADSs. In recognition of the fact that investors, even though
purchasing ADSs without a view to distribution, may wish to be legally permitted
to sell publicly their ADSs when they deem appropriate, the Company has filed
with the Commission, under the Securities Act, a Registration Statement on Form
S-3, of which this Prospectus forms a part, with respect to the resale of the
ADSs from time to time and has agreed to prepare and file such amendments and
supplements to the Registration Statement as may be necessary to keep the
Registration Statement effective until April 3, 2000 or such earlier time as the
ADSs are freely tradeable pursuant to Rule 144 under the Securities Act without
regard to volume limitations or are otherwise freely tradeable pursuant to Rule
144(k) under the Securities Act.
<TABLE>
<CAPTION>
Number of
Ordinary Percentage of
Shares Ordinary Shares Number of Percentage of
Beneficially Beneficially Ordinary Shares Ordinary Shares
Name of Owned Prior Owned Prior to Number of Beneficially Beneficially
Selling to the the Ordinary Shares Owned After Owned After
Shareholder Offering(1) Offering (1)(2) Offered Hereby Offering (1)(2) Offering (1)(2)
---------- ----------- --------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
BHA Pty. Ltd. 283,698 * 283,698 0 ___
</TABLE>
____________________
* Less than one percent of the Ordinary Shares outstanding.
<PAGE>
(1) The number of Ordinary Shares beneficially owned is determined under rules
promulgated by the Commission, and the information is not necessarily
indicative of beneficial ownership for any other purpose. The Selling
Shareholder has sole voting power and investment power with respect to all
Ordinary Shares listed as owned by the Selling Shareholder.
(2) It is unknown if, when or in what amounts the Selling Shareholder may offer
Ordinary Shares for sale and there can be no assurance that the Selling
Shareholder will sell any or all of the Ordinary Shares offered hereby.
Because the Selling Shareholder may offer all or some of the Ordinary
Shares pursuant to this Offering, and because there are currently no
agreements, arrangements or understandings with respect to the sale of any
of the Ordinary Shares held by the Selling Shareholder, no estimate can be
given as to the amount of the Ordinary Shares that will be held by the
Selling Shareholder after completion of the Offering. However, for
purposes of this table, the Company has assumed that, after completion of
the Offering, none of the Ordinary Shares covered hereby will be held by
the Selling Shareholder.
PLAN OF DISTRIBUTION
The Company has been advised that the Selling Shareholder may sell ADSs
from time to time in transactions on Nasdaq, in privately negotiated
transactions, through the writing of options on the shares or a combination of
such methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholder may effect such
transactions by selling the ADSs to or through broker-dealers, and such broker-
dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholder or the purchasers of the ADSs for whom
such broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). In addition, any ADSs covered by this Prospectus which
qualify for sale under Rule 144 or the provisions of Regulation S under the
Securities Act may be sold under Rule 144 or Regulation S, as the case may be,
rather than pursuant to this Prospectus.
The Selling Shareholder and any broker-dealers who act in connection with
the sale of ADSs hereunder may be deemed to be "underwriters" as the term is
defined in the Securities Act and any commissions received by them as profit or
any resale of the ADSs as principal might be deemed to be underwriting discounts
or commissions under the Securities Act.
The Company and the Selling Shareholder have agreed to indemnify each other
against certain liabilities, including certain liabilities under the Securities
Act.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by McCann FitzGerald, Irish counsel to the Company.
EXPERTS
The consolidated financial statements of Saville Systems PLC appearing in
the Company's Annual Report on Form 10-K for the year ended December 31, 1997
have been audited by Ernst & Young, independent auditors, as set forth in their
reports thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
<PAGE>
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY TO ANY
PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION OF AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY OFFER OR SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE HEREOF.
_______________
TABLE OF CONTENTS
PAGE
----
Available Information............................................. 2
Incorporation of Certain Documents By Reference................... 2
Special Note Regarding Forward-Looking Information................ 3
The Company....................................................... 3
Risk Factors...................................................... 4
Use of Proceeds................................................... 7
Selling Shareholder............................................... 8
Plan of Distribution.............................................. 9
Legal Matters..................................................... 9
Experts........................................................... 9
SAVILLE SYSTEMS PLC
283,698 AMERICAN DEPOSITORY SHARES
REPRESENTING
283,698 ORDINARY SHARES
______________
PROSPECTUS
______________
___________ __, 1998
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses to be incurred in connection
with the sale and distribution of the securities being registered hereby, all of
which will be borne by the Company (except expenses incurred by the Selling
Shareholder for brokerage fees, selling commissions, underwriting discounts and
selling commissions and expenses incurred by the Selling Shareholder for legal
services). All amounts shown are estimates except the Securities and Exchange
Commission registration fee.
Filing Fee - Securities and Exchange Commission.............. $ 4,499
Legal fees and expenses of the Company....................... $ 10,000
Miscellaneous expenses....................................... $ 5,501
Total Expenses.......................................... $ 20,000
======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Except as hereinafter set forth, there is no provision of the Company's
Memorandum or Articles of Association, or any contract, arrangement or statute
under which any director or officer of the Company is insured or indemnified in
any manner against any liability that he may incur in his capacity as such.
Article 130 of the Articles of Association of the Company provides:
"Subject to the provisions of and so far as may be admitted by the Acts,
but without prejudice to any indemnity to which he or they may otherwise be
entitled, every director and other officer of the Company and the Auditors
shall be indemnified out of the assets of the Company against any
liability, loss or expenditure incurred by him or them in the execution or
discharge of his or their duties or the exercise of his or their powers or
otherwise in relation to or in connection with his or their duties, powers
or office including (without prejudice to the generality of the foregoing)
any liability incurred by him or them in defending any proceedings, whether
civil or criminal, which relate to anything done or omitted to be done or
alleged to have been done or omitted to be done by him or them as officers
or employees of the Company and in which judgment is given in his or their
favour or in which he or they are acquitted or which are otherwise disposed
of without any finding or admission of guilt or breach of duty on his or
their part, or incurred by him or them in connection with any application
under any statute for relief from liability in respect of any such act or
omission in which relief from liability in respect of any such act or
omission in which relief is granted to him or them by the Court. To the
extent permitted by law, the Directors may arrange insurance cover at the
cost of the Company in respect of any liability, loss or expenditure
incurred by any Director, officer or the Auditors of the Company in
relation to anything done or alleged to have been done or omitted to be
done by him or them as Director, officer or Auditors."
Section 200 of the Companies Act, 1963 of the Republic of Ireland (as
amended by the Companies (Amendment) Act, 1983) prohibits the giving (whether in
the articles of association of a company or in any contract with a company or
otherwise) of any exemption from or indemnity
II-1
<PAGE>
against any liability which by virtue of any rule of law would otherwise attach
to an officer in respect of any negligence, default, breach of duty or breach of
trust of which he may be guilty in relation to the company. Any such officer
may, however, be indemnified by the company against any liability incurred by
him in defending proceedings, whether civil or criminal, in which judgment is
given in his favor or in which he is acquitted, or in connection with any
application under section 391 of the Companies Act, 1963 or section 42 of the
Companies (Amendment) Act, 1983 in which the relief is granted to him by the
court.
Section 391 of the Companies Act, 1963 permits an Irish court to relieve an
officer from liability for negligence, default, breach of duty or breach of
trust if the court considers that the officer acted honestly and reasonably, and
that, having regard to all the circumstances of the case, it considers that the
officer ought fairly to be excused from liability.
Under section 42 of the Companies (Amendment) Act, 1983, a director of a
company may be held liable for any amount that a nominee of the company fails to
pay for the purposes of paying up any outstanding capital or paying any premium
on shares held by the nominee on behalf of the company. Section 42 of the
Companies (Amendment) Act, 1983, however, also permits an Irish court to relieve
a director from such liability if the court considers that the director acted
honestly and reasonably, and that, having regard to all the circumstances of the
case, it considers that the director ought fairly to be excused from liability.
The Company maintains directors and officers liability insurance for the
benefit of its directors and certain of its officers.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
*4.1 Memorandum of Association of the Company
*4.2 Articles of Association of the Company
**4.3 Specimen Certificate for the Ordinary Shares of the Company
5.1 Opinion of McCann FitzGerald
23.1 Consent of Ernst & Young
23.2 Consent of McCann FitzGerald, included in Exhibit 5.1 filed herewith.
24.1 Power of Attorney (See page II-4 of this Registration Statement).
________________________________
* Filed as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997, filed with the Commission on March 25, 1998
and incorporated herein by reference.
** Filed as an exhibit to the Company's Registration Statement on Form S-1 and
incorporated herein by referance (File No. 33-97576)
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
The 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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
derivation 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; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included is a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are incorporated by reference in this
Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the 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.
The Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and continued in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.
The 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
II-3
<PAGE>
to Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
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 indemnification provisions described herein, 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 the 16th
day of April, 1998.
SAVILLE SYSTEMS PLC
By: /s/ John J. Boyle, III
------------------------------
John J. Boyle, III
President, Chief Executive
Officer and Chairman of the
Board of Directors
SIGNATURES AND POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John J.
Boyle, III, Christopher A. Hanson, Michael J. Cayer and Thomas L. Barrette, Jr.,
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution in each of them, for him and in his name,
place and stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-3
of Saville Systems PLC and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power of authority to do and perform each and every act and thing requisite
or necessary to be done in and about the premises, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their or
his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
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 16th day of April, 1998
Signature Title
--------- -----
/s/ John J. Boyle, II President, Chief Executive Officer and
- -----------------------------
John J. Boyle, III Chairman of the Board of Directors
(Principal Executive Officer)
/s/ Christopher A. Hanson Chief Financial Officer (Principal Financial
- -----------------------------
Christopher A. Hanson and Accounting Officer)
/s/ William F. Cunningham Director
- -----------------------------
William F. Cunningham
II-5
<PAGE>
Signature Title
--------- -----
/s/ Bruce A. Saville Director
- ----------------------------
Bruce A. Saville
/s/ John A. Blanchard Director
- ----------------------------
John A. Blanchard
/s/ Brian E. Boyle Director
- ----------------------------
Brian E. Boyle
/s/ Fergus McGovern Director
- ----------------------------
Fergus 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
/s/ Richard A. Licursi Director
- ----------------------------
Richard A. Licursi
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
*4.1 Memorandum of Association of the Company --
*4.2 Articles of Association of the Company --
**4.3 Specimen Certificate for the Ordinary Shares of the Company --
5.1 Opinion of McCann FitzGerald 20
23.1 Consent of Ernst & Young 21
23.2 Consent of McCann FitzGerald, included in Exhibit 5.1 filed herewith. 20
24.1 Power of Attorney (See page II-4 of this Registration Statement). 18
__________________________
* Filed as an exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1997, filed with the Commission on March 25, 1998 and
incorporated herein by reference.
** Filed as an exhibit to the Company's Registration Statement on Form S-1 and
incorporated herein by referance (File No. 33-97576)
<PAGE>
Exhibit 5.1
[LETTERHEAD OF MCCANN FITZGERALD APPEARS HERE]
April 16, 1998
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-3 (the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended,
relating to the proposed sale of up to 283,698 American Depositary Shares
("ADSs"), representing an aggregate of 283,698 ordinary shares, nominal value
$0.0025 per share (the "Ordinary Shares"), of Saville Systems PLC, a public
limited company incorporated under the laws of the Republic of Ireland, (the
"Company"), held by a certain shareholder (the "Selling Shareholder") of the
Company ("the "Shares").
We have acted as counsel for the Company in connection with the proposed sale by
the Selling Shareholder of the Shares. The 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, as amended. 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 or photostatic copies
and the authenticity of the originals of such latter documents.
We have assumed that the Selling Shareholder is the beneficial owner of
registered shares, or ADSs representing registered shares at least equal in
number to the number of Shares set forth opposite such Selling Shareholder's
name in the Section of the Registration Statement titled "Selling Shareholder."
Based upon the foregoing, we are of the opinion that the Shares proposed to be
sold by the Selling Shareholder have been duly authorize and that, when sold by
the Selling Shareholder, will be validly issued, fully paid and not subject to
further calls thereon.
We hereby consent to the filing of this opinion as part of the Registration
Statement and to the use of our name therein and in the related Prospectus under
the caption "Legal Matters."
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 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Saville Systems PLC
for the registration of 283,698 American Depositary Shares representing 283,698
Ordinary Shares of the Company and to the incorporation by reference herein of
our reports dated January 22, 1998 (except for note 13 which is at February 13,
1998), with respect to the consolidated financial statements of Saville Systems
PLC and the related financial statement schedule, included in its Annual Report
(Form 10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG
Galway, Ireland
April 16, 1998.
