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As filed with the Securities and Exchange Commission on December 13, 2000
Registration No. 333-_____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INSIGNIA SOLUTIONS PLC
(Exact Name of Registrant as Specified in its Charter)
ENGLAND AND WALES 7372 NOT APPLICABLE
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation Industrial Classification Identification No.)
or Organization) Code Number)
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41300 CHRISTY STREET THE MERCURY CENTRE, WYCOMBE LANE
FREMONT, CALIFORNIA 94538 WOOBURN GREEN
UNITED STATES OF AMERICA HIGH WYCOMBE, BUCKS HP10 0HH
(510) 360-3700 UNITED KINGDOM
(44) 1628-539500
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
1995 INCENTIVE STOCK PLAN FOR U.S. EMPLOYEES
U.K. EMPLOYEE SHARE OPTION SCHEME 1996
(Full Title of the Plans)
STEPHEN M. AMBLER
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
INSIGNIA SOLUTIONS PLC
41300 CHRISTY STREET
FREMONT, CALIFORNIA 94538
(510) 360-3700
(Name, Address and Telephone Number of Agent for Service)
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COPIES TO:
CORINNA M. WONG, ESQ.
EDUARD M. SATO, ESQ.
BAKER & MCKENZIE
660 HANSEN WAY
PALO ALTO, CALIFORNIA 94304
(650) 856-2400
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CALCULATION OF REGISTRATION FEE
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------------------------------------------ --------------------- --------------------- ---------------------- ------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED (1) (2) REGISTERED SHARE (3) PRICE (3) REGISTRATION FEE
------------------------------------------ --------------------- --------------------- ---------------------- ------------------
<S> <C> <C> <C>
Ordinary Shares, 20 pence nominal value
per share, represented by American 400,000 shares $6.0625 $2,425,000 $640.20
depositary shares
------------------------------------------ --------------------- --------------------- ---------------------- ------------------
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(1) A separate registration statement on Form F-6 (File No. 33-98228) is
effective with respect to the American depositary shares represented by American
depositary receipts issuable on a one-for-one basis with the Ordinary Shares
registered hereby upon deposit of such Ordinary Shares.
(2) Ordinary Shares of Insignia Solutions plc (the "Company"), 20 pence nominal
value per share, represented by American depositary shares, being registered
hereby relate to the Insignia Solutions plc 1995 Incentive Stock Plan for U.S.
Employees and U.K. Employee Share Option Scheme 1996 (collectively, the
"Plans"). Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), there are also being registered such additional
Ordinary Shares, represented by American depositary shares, as may become
issuable pursuant to the anti-dilution provisions of the Plans.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(h) and 457(c) under the Securities Act,
based upon the average of the high and low prices of the ADSs on the Nasdaq
National Market on December 11, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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INSIGNIA SOLUTIONS PLC
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which Annual
Report contains audited financial statements for the year ended
December 31, 1999;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000 filed pursuant to Section 13(a) of the Exchange
Act, which Quarterly Report contains the Registrant's financial
statements for the quarter ended September 30, 2000;
(c) The Registrant's Definitive Proxy Statement for its 2000 Annual
General Meeting of Shareholders filed pursuant to Section 14 of the
Exchange Act;
(d) The Registrant's Current Report on Form 8-K filed on November 29,
2000;
(e) The description of the Registrant's Ordinary Shares contained in the
Registrant's Registration Statement on Form 8-A filed under Section
12(g) of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND LIMITATION OF LIABILITY.
The Registrant's Articles of Association contain a provision to the effect
that, so far as permitted by the statutory provisions of English law, the
directors and secretary shall be indemnified by the Registrant against
liabilities incurred by them in relation to the affairs of the Registrant.
However, the Companies Act 1985 renders any such indemnity ineffective to the
extent it applies to neglect or breach of duty in relation to the Registrant,
except to the extent that it covers costs incurred by the director or secretary
in respect of court proceedings in which judgment is given in his favor.
The Registrant's policy is to enter into indemnity agreements with each of
its directors and executive officers. In addition, Insignia Solutions, Inc., a
Delaware corporation and a wholly owned subsidiary of the Registrant, enters
into indemnity agreements with each of the Registrant's directors and executive
officers. The indemnity agreements provide that directors and executive officers
will be indemnified and held harmless to the fullest possible extent permitted
by law including against all expenses (including attorneys' fees), judgments,
fines and settlement amounts paid or reasonably incurred by them in any action,
suit or proceeding, including any derivative action by or in the right of the
Registrant, on account of their services as directors, officers, employees or
agents of the Registrant or as directors, officers, employees or agents of any
other company or enterprise when they are serving in such capacities at the
request of the Registrant. Neither the Registrant nor Insignia Solutions, Inc.
will be obligated pursuant to the agreements to indemnify or advance expenses to
an indemnified party with respect to proceedings or claims (i) initiated by the
indemnified party and not by way of defense, except with respect to a proceeding
authorized by the Board of Directors and successful proceedings brought to
enforce a right to indemnification under the indemnity agreements; (ii)
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for any amounts paid in settlement of a proceeding unless the Registrant
consents to such settlement; (iii) on account of any suit in which judgment is
rendered against the indemnified party for an accounting of profits made from
the purchase or sale by the indemnified party of securities of the Registrant
pursuant to the provisions of Section 16(b) of the Exchange Act and related
laws; (iv) on account of conduct by an indemnified party that is finally
adjudged to have been in bad faith or conduct that the indemnified party did not
reasonably believe to be in, or not opposed to, the best interests of the
Registrant; (v) on account of any criminal action or proceeding arising out of
conduct that the indemnified party had reasonable cause to believe was unlawful;
or (vi) if a final decision by a court having jurisdiction in the matter shall
determine that such indemnification is not lawful.
The indemnity agreements are not exclusive of any rights a director or
executive officer may have under the Articles of Association, other agreements,
any majority-in-interest vote of the shareholders or vote of disinterested
directors, applicable law or otherwise.
The indemnification provision in the Articles of Association, and the
indemnity agreements, may be sufficiently broad to permit indemnification of the
Registrant's directors and executive officers for liabilities arising under the
Securities Act. In addition, the Registrant has director and officer liability
insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
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4.01 Registration Rights Agreement, dated as of June 5, 1992, as amended
(incorporated herein by reference to Exhibit 4.02 of the Registrant's
Registration Statement on Form F-1 (File No. 33-98230) declared
effective by the Commission on November 13, 1995).
4.02 Deposit Agreement between Registrant and The Bank of New York
(incorporated herein by reference to Exhibit 4.03 of the Registrant's
Annual Report on Form 10-K (File No. 0-27012) for the year ended
December 31, 1995 (the "1995 10-K").
4.03 Form of American depositary receipt (incorporated herein by reference
to Exhibit 4.04 of the 1995 10-K).
4.04 Registrant's 1995 Incentive Stock Option Plan for U.S. Employees and
related documents, as amended.*
4.05 Registrant's U.K. Employee Share Option Scheme 1996 and related
documents, as amended.*
5.01 Opinion of Macfarlanes.*
23.01 Consent of Macfarlanes (included in Exhibit 5.01).*
23.02 Consent of Independent Accountants.*
24.01 Power of Attorney (included on signature page).*
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* filed herewith
ITEM 9. UNDERTAKINGS.
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;
(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,
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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;
(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 (1)(i) and (1)(ii) above do 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
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
The undersigned 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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
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 provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the 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.
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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 Fremont, State of California, on December 13, 2000.
INSIGNIA SOLUTIONS plc
/s/ Stephen M. Ambler
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By: Stephen M. Ambler
Its: Senior Vice President, Chief
Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Richard M. Noling and Stephen M.
Ambler, and each of them, his true and lawful attorneys-in-fact and agents
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file the same with all exhibits thereto and all 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 any of them, or his or their substitute or
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.
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Signature Title Date
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PRINCIPAL EXECUTIVE OFFICER:
/s/ Richard M. Noling President, Chief Executive December 13, 2000
-------------------------------------------- Officer and a Director
Richard M. Noling
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:
/s/ Stephen M. Ambler Senior Vice President, Chief December 13, 2000
-------------------------------------------- Financial Officer and Secretary
Stephen M. Ambler
ADDITIONAL DIRECTORS:
/s/ Nicholas, Viscount Bearsted Chairman of the Board of Directors December 13, 2000
--------------------------------------------
Nicholas, Viscount Bearsted
/s/ Albert E. Sisto Director December 13, 2000
--------------------------------------------
Albert E. Sisto
/s/ Vincent S. Pino Director December 13, 2000
--------------------------------------------
Vincent S. Pino
/s/ David G. Frodsham Director December 13, 2000
--------------------------------------------
David G. Frodsham
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EXHIBIT INDEX
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4.01 Registration Rights Agreement, dated as of June 5, 1992, as
amended (incorporated herein by reference to Exhibit 4.02 of
the Registrant's Registration Statement on Form F-1 (File No.
33-98230) declared effective by the Commission on November 13,
1995).
4.02 Deposit Agreement between Registrant and The Bank of New York
(incorporated herein by reference to Exhibit 4.03 of the
Registrant's Annual Report on Form 10-K (File No. 0-27012) for
the year ended December 31, 1995 (the "1995 10-K").
4.03 Form of American Depositary Receipt (incorporated herein by
reference to Exhibit 4.04 of the 1995 10-K).
4.04 Registrant's 1995 Incentive Stock Option Plan for U.S.
Employees and related documents, as amended.*
4.05 Registrant's U.K. Employee Share Option Scheme 1996 and
related documents, as amended.*
5.01 Opinion of Macfarlanes.*
23.01 Consent of Macfarlanes (included in Exhibit 5.01).*
23.02 Consent of Independent Accountants.*
24.01 Power of Attorney (included on signature page).*
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* filed herewith
