<PAGE>
As filed with the Securities and Exchange Commission on June 14, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
LERNOUT & HAUSPIE SPEECH PRODUCTS N.V.
-----------------------------------------
(Exact name of registrant as specified in its charter)
Belgium Not Applicable
------- --------------
(State or other jurisdiction of (I.R.S. Employer Identification
Incorporation or organization) Number)
Flanders Language Valley 50, B-8900 Ieper, BELGIUM
--------------------------------------------------
(Address of Principal Executive Offices)
LERNOUT & HAUSPIE SPEECH PRODUCTS N.V.
1994 DRAGON ROLLOVER STOCK OPTION PLAN
1999 DRAGON ROLLOVER STOCK INCENTIVE PLAN
UK DRAGON ROLLOVER COMPANY SHARE OPTION PLAN
2000 STOCK OPTION PLAN
----------------------
(Full title of the Plan)
Gaston Bastiaens
President
Lernout & Hauspie Speech Products USA, Inc.
52 Third Avenue
Burlington, Massachusetts 01803-4414
-------------------------------------
(Name and address of agent for service)
(781) 203-5000
--------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be regi- offering price per aggregate offering Amount of
registered stered (1) share price registration fee
---------- ---------- ----- ----- ----------------
<S> <C> <C> <C> <C>
Common Stock, no par 1,647,113(2) $20.15(4) $ 33,194,268.28 $ 8,763.29
value
Common Stock, no par 3,000,000(3) $43.16(5) $129,468,750.00 $34,179.75
value
====================================================================================================================================
</TABLE>
(1) Such presently indeterminable number of additional shares of Common Stock
are registered hereunder as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split, stock combination, or other similar changes in the Common Stock.
(2) Represents 852,405 shares, 775,146 shares and 19,562 shares of Common Stock
that may be issued upon exercise of outstanding warrants granted under the
1994 Dragon Rollover Stock Option Plan, the 1999 Dragon Rollover Stock
Incentive Plan and the UK Dragon Rollover Company Share Option Plan,
respectively, that were assumed by Lernout & Hauspie Speech Products N.V.
upon consummation of the merger of Dragon Systems, Inc. with and into L&H
Holdings USA, Inc., one of its wholly-owned subsidiaries.
(3) Represents the 3,000,000 shares of Common Stock that may be issued upon
exercise of warrants granted under the 2000 Stock Option Plan.
(4) Based upon the weighted average price at which options under the 1994
Dragon Rollover Stock Option Plan, the 1999 Dragon Rollover Stock Incentive
Plan and the UK Dragon Rollover Company Share Option Plan may be exercised
pursuant to Rule 457(h)(1) under the Securities Act of 1933.
(5) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
the average high and low prices for the Registrant's Common Stock on the
National Association of Securities Dealers National Market System on June
12, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's Annual Report on Form 20-F for the year ended
December 31, 1998, filed on June 30, 1999 with the Commission;
(b) The Registrant's Report on Form 6-K filed on February 25, 1999 with
the Commission;
(c) The Registrant's Report on Form 20-F/A/2 filed on April 13, 1999 with
the Commission;
(d) The Registrant's Report on Form 6-K/A filed on April 13, 1999 with the
Commission;
(e) The Registrant's Report on Form 6-K/A filed on April 13, 1999 with the
Commission;
(f) The Registrant's Report on Form 6-K/A filed on April 13, 1999 with the
Commission;
(g) The Registrant's Report on Form 6-K filed on April 13, 1999 with the
Commission;
(h) The Registrant's Report on Form 6-K filed on April 19, 1999 with the
Commission;
(i) The Registrant's Report on Form 6-K filed on April 30, 1999 with the
Commission;
(j) The Registrant's Report on Form 6-K filed on May 12, 1999 with the
Commission;
(k) The Registrant's Report on Form 6-K filed on June 1, 1999 with the
Commission;
(l) The Registrant's Report on Form 6-K filed on September 7, 1999 with
the Commission;
(m) The Registrant's Report on Form 6-K/A on September 9, 1999 with the
Commission;
(n) The Registrant's Report on Form 6-K filed on September 20, 1999 with
the Commission;
(o) The Registrant's Report on Form 6-K/A/2 filed on November 1, 1999 with
the Commission;
(p) The Registrant's Report on Form 6-K filed on December 23, 1999 with
the Commission;
(q) The Registrant's Report on Form 6-K filed on February 11, 2000 with
the Commission;
(r) The Registrant's Report on Form 6-K filed on February 24, 2000 with
the Commission;
(s) The Registrant's Report on Form 6-K filed on March 22, 2000 with the
Commission;
(t) The Registrant's Report on Form 6-K filed on March 30, 2000 with the
Commission;
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(u) The Registrant's Report on Form 6-K filed on May 3, 2000 with the
Commission;
(v) The Registrant's Report on Form 8-K filed on May 22, 2000 with the
Commission;
(w) The Registrant's Report on Form 8-K/A filed on May 25, 2000 with the
Commission;
(x) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (File No. 0-27296)
filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") including any amendment or report filed for the
purpose of updating such description; and
(y) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form F-1 (File No. 33-97928)
filed under the Securities Act and any amendments thereto.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed hereby incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
For purposes of this offering, Brown, Rudnick, Freed & Gesmer, Boston,
Massachusetts, our U.S. counsel, may pass upon U.S. legal matters. The validity
of the securities offered hereby has been passed upon for the Registrant by
Loeff Claeys Verbeke, Avenue de Tervueren 268A, B1150 Brussels, Belgium. A
member of Brown, Rudnick, Freed & Gesmer, holds 90,000 shares of Registrant's
Common Stock. A partner of Loeff Claeys Verbeke, Belgian counsel to the
Registrant, owns 39,864 shares of the Registrant's Common Stock and holds a
minority equity interest in L&H Holding N.V., an entity controlled by certain
affiliates of the Registrant.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Registrant's Restated Articles of Association include provisions
permitting the Registrant to indemnify its directors and officers to the fullest
extent permitted by Belgian law. The Registrant plans to enter into an
indemnification agreement with each of its directors, future directors and
certain of its officers. Generally, each indemnification agreement attempts to
provide the maximum protection permitted by Belgian law with respect to the
indemnification of the director or officer. The indemnification agreements will
provide that the Registrant will pay certain amounts incurred by a director or
officer in connection with any civil or criminal action or proceeding (excluding
actions by or in the name of the Registrant, i.e. derivative suits) where the
individual's involvement is by reason of the fact that he is or was a director
or officer. Such amounts include, to the maximum extent permitted by law,
attorneys fees, judgments, civil or criminal fines, settlement amounts and other
expenses customarily incurred in connection with legal proceedings. Under the
indemnification agreements, a director or officer will not receive
indemnification if he is found not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Registrant.
The Registrant maintains directors' and officers' liability insurance.
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Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
4.01 Specimen Registered Certificate of Common Stock--Filed as Exhibit 4.01
to the Registrant's Registration Statement on Form F-1 (File No. 33-
97928) (the "F-1 Registration Statement).*
4.02 Specimen Bearer Certificate of Common Stock--Filed as Exhibit 4.02 to
the Registrant's F-1 Registration Statement.*
4.03 Description of Capital Stock (included in the Registrant's Restated
Articles of Association) (filed herewith).
5.01 Legal Opinion of Loeff Claeys Verbeke (filed herewith).
23.01 Consent of Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren (filed
herewith).
23.02 Consent of Ernst & Young Reviseurs d'Entrepreises (filed herewith).
23.03 Consent of Deloitte & Touche LLP (filed herewith).
23.04 Consent of Loeff Claeys Verbeke (included in Exhibit 5.01 hereto).
24.01 Power of Attorney (included on page II-6 and II-7).
99.1 Registrant's 1994 Dragon Rollover Stock Option Plan (filed herewith).
99.2 Registrant's 1999 Dragon Rollover Stock Incentive Plan (filed
herewith).
99.3 Registrant's UK Dragon Rollover Company Share Option Plan (filed
herewith).
99.4 Registrant's 2000 Stock Option Plan (filed herewith).
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
1933 Act, reference is made to the documents previously filed with the
Commission, which are incorporated by reference herein.
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
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
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(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) shall not apply
if 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 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
Securities 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.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "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 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.
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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 Boston, Commonwealth of Massachusetts, on the 14th
day of June, 2000.
LERNOUT & HAUSPIE SPEECH PRODUCTS N.V.
By: /s/ Gaston Bastiaens
----------------------------------
Gaston Bastiaens, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gaston Bastiaens, Jo Lernout and Pol Hauspie, and
each of them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, 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 and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, 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 and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jo Lernout Co-Chairman and June 14, 2000
-----------------------------
Jo Lernout Managing Director
/s/ Pol Hauspie Co-Chairman and June 14, 2000
-----------------------------
Pol Hauspie Managing Director
/s/ Nico Willaert Vice Chairman and June 14, 2000
-----------------------------
Nico Willaert Managing Director
/s/ Gaston Bastiaens President, Principal June 14, 2000
-----------------------------
Gaston Bastiaens Executive Officer
and Authorized United
States Representative
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<PAGE>
/s/ Carl Dammekens Senior Vice President of June 14, 2000
-----------------------------
Carl Dammekens Finance, Principal Accounting
Officer and Principal Financial
Officer
/s/ Fernand Cloet Director June 14, 2000
-----------------------------
Fernand Cloet
/s/ Marc De Pauw Director June 13, 2000
-----------------------------
Marc De Pauw
/s/ Hubert Detremmerie Director June 14, 2000
-----------------------------
Hubert Detremmerie
/s/ Jan Coene Director June 13, 2000
-----------------------------
Jan Coene
RVD SECURITIES N.V. Director June 13, 2000
By: /s/ Erwin Vandendriessche
-------------------------
Erwin Vandendriessche
/s/ Dirk Cauwelier Director June 13, 2000
-----------------------------
Dirk Cauwelier
/s/ Alex Vieux Director June 14, 2000
-----------------------------
Alex Vieux
/s/ Gerard Van Acker Director June 14, 2000
-----------------------------
Gerard Van Acker
/s/ Bernard Vergnes Director June 13, 2000
-----------------------------
Bernard Vergnes
/s/ Francis Vanderhoydonck Director June 14, 2000
-----------------------------
Francis Vanderhoydonck
/s/ Roel Pieper Director June 14, 2000
-----------------------------
Roel Pieper
/s/ Albert J. Fitzgibbons III Director June 14, 2000
-----------------------------
Albert J. Fitzgibbons III
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
------
4.01 Specimen Registered Certificate of Common Stock--Filed as Exhibit 4.01
to the Registrant's Registration Statement on Form F-1 (File No. 33-
97928) (the "F-1 Registration Statement).*
4.02 Specimen Bearer Certificate of Common Stock--Filed as Exhibit 4.02 to
the Registrant's F-1 Registration Statement.*
4.03 Description of Capital Stock (included in the Registrant's Restated
Articles of Association) (filed herewith).
5.01 Legal Opinion of Loeff Claeys Verbeke (filed herewith).
23.01 Consent of Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren (filed
herewith).
23.02 Consent of Ernst & Young Reviseurs d'Entreprises S.C.C. (filed
herewith).
23.03 Consent of Deloitte & Touche LLP (filed herewith).
23.04 Consent of Loeff Claeys Verbeke (included in Exhibit 5.01 hereto).
24.01 Power of Attorney (included on page II-6 and II-7).
99.1 Registrant's 1994 Dragon Rollover Stock Option Plan (filed herewith).
99.2 Registrant's 1999 Dragon Rollover Stock Incentive Plan (filed
herewith).
99.3 Registrant's UK Dragon Rollover Company Share Option Plan (filed
herewith).
99.4 Registrant's 2000 Stock Option Plan (filed herewith).
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
1933 Act, reference is made to the documents previously filed with the
Commission, which are incorporated by reference herein.
II-8
