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As filed with the Securities and Exchange Commission on December 3, 1996
Registration No. 333-___
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLANNING SCIENCES INTERNATIONAL plc
(Exact name of registrant as specified in its charter)
England and Wales None
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Tuition House, St. George's Road,
Wimbledon, London SW19 4EU
011-44-181-971-4000
(Address, including zip code, and
telephone number, including area
code, of principal executive offices)
Planning Sciences International plc 1996 Equity Incentive Plan
Planning Sciences International plc Employee Share Option Scheme
(Full title of the plans)
William J. Grant, Jr., Esquire
Willkie Farr & Gallagher
153 E. 53rd Street
New York, New York 10022
(212) 821-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------- ---------------------- ------------------------- ------------------------ ---------------------
Proposed maximum Proposed maximum
T1t1e of securities Amount to be offering price per aggregate offering Amount of
to be registered registered(1) share (2) price(2) registration fee
- ----------------------- ---------------------- ------------------------- ------------------------ ---------------------
<S> <C> <C> <C> <C>
Ordinary Shares,
L0.15 par value per
share 1,131,250 $14.125 $15,978,906.25 $4,842.09
- ------------------------
<FN>
(1) This Registration Statement covers 221,250 shares authorized to
be sold under the Planning Sciences Holdings Limited Employee
Share Option Scheme and 910,000 shares authorized to be sold
under the Planning Sciences International plc 1996 Equity
Incentive Plan (collectively, the "Plans").
(2) Estimated solely for calculating the amount of the registration
fee, pursuant to Rule 457(h) under the Securities Act of 1933
(the "Securities Act").
</TABLE>
<PAGE>1
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Planning Sciences International plc, a public
limited company incorporated under the laws of England and Wales (the
"Company"), are incorporated herein by reference:
(a) The Company's Prospectus filed in connection with its Registration
Statement on Form F-1 (Registration No. 333-2250) on March 12, 1996, as
amended by Amendment Nos. 1, 2, 3, 4 and 5 filed on April 2, 1996,
April 17, 1996, April 24, 1996, April 26, 1996 and April 29, 1996,
respectively, pursuant to the Securities Act (the "Form F-1"); and
(b) The description of the ordinary shares of the Company, par value
L0.15 per share (the "Ordinary Shares"), incorporated by
reference into the Company's Registration Statement on Form 8-A
(Registration No. 28300) filed on April 24, 1996 pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
contained in the Form F-1.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Section 310 of the Companies Act 1985 (the "Act") gives
limited companies the power to indemnify each of their present and former
officers or directors under certain circumstances.
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(b) Article 29 of the Registrant's Articles of Association
incorporated herein by reference as Exhibit 4.2 to this Registration Statement
provides as follows:
"Every director or other officer (other than an auditor) of
the Company shall, to the extent permitted by the Act, be indemnified out of the
assets of the Company against any liability incurred by him in the execution of,
or in relation to, his duties. This indemnity shall not apply to any liability
to the extent that it is recovered from any other person and the indemnity is
subject to such officer or auditor taking all reasonable steps to effect such
recovery, so that the indemnity shall not apply to the extent that an
alternative right of recovery is capable of being enforced. Subject to the Act,
no director or other officer (other than an auditor) shall be liable for any
loss, damage or misfortune which may happen to, or be incurred by, the Company
in the execution of, or in relation to, his duties. This Article does not
require the Company to purchase and maintain for any such officer insurance
against any such liability, but does not restrict the Company from doing so."
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
Item 8. EXHIBITS
Exhibit No.
4.1 Memorandum of Association of the Company (incorporated by
reference to the Form F-1, Exhibit 3.1).
4.2 Articles of Association of the Company (incorporated by
reference to the Form F-1, Exhibit 3.2).
5 Opinion of Allison & Humphreys as to the validity of the
shares to be issued.
23.1 Consent of Ernst & Young, Chartered Accountants.
23.2 Consent of Clark Whitehill, Chartered Accountants.
23.3 Consent of Allison & Humphreys (contained in Exhibit 5).
24 Powers of Attorney (reference is made to the signature page
herein).
Item 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
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(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to the 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;
(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)(i) and (a)(ii) do not apply if the
information required to be included in 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 Exchange Act that are incorporated by
reference in the Registration Statement.
(b) 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.
(c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is,
<PAGE>4
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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, the Company
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, on the 2nd day of December, 1996.
PLANNING SCIENCES INTERNATIONAL plc
By:/s/ Paul R. Rolph
Paul R. Rolph
Chief Executive Officer
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Each of the undersigned officers and directors of the Company hereby
severally constitutes and appoints William J. Grant, Jr. as the true and lawful
attorney-in-fact for the undersigned, in any and all capacities, with full power
of substitution, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file the same with exhibits
thereto and other documents in connection therewith, with the Commission,
granting unto said attorney-in-fact 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 attorney-in-fact may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <S> <S>
/s/ Paul R. Rolph Chief Executive Officer and Director (Principal December 2, 1996
Paul R. Rolph Executive Officer)
/s/ Anthony K. Fox Chief Financial Officer and Director (Principal December 2, 1996
Anthony K. Fox Financial and Accounting Officer)
/s/ Charles Palmer Authorized U.S. Representative December 2, 1996
Charles Palmer
__________________ Director
R. Alan Wallman
/s/ James R. H. Buchanan Director December 2, 1996
James R. H. Buchanan
</TABLE>
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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5 Opinion of Allison & Humphreys as to the validity of the
shares to be issued.
23.1 Consent of Ernst & Young, Chartered Accountants.
23.2 Consent of Clark Whitehill, Chartered Accountants.
23.3 Consent of Allison & Humphreys (contained in Exhibit 5).
24 Powers of Attorney (reference is made to the signature page
herein).
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Allison & Humphreys
Solicitors
East India House
109-117 Middlesex Street
London EI 7JF
2 December 1996
Planning Sciences International plc
Tuition House
St. George's Road
Wimbledon
London
SW19 4EH
Dear Sirs,
We have acted as English legal advisers to Planning Sciences International plc
(the "Company"), a public limited company incorporated in England and Wales,
with respect to the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the U.S. Securities
and Exchange Commission on or about 2 December 1996, in connection with the
registration by the Company, under the Securities Act of 1933, as amended, of an
aggregate of 1,131,250 ordinary shares, par value L0.15 per share (the
"Shares"), issuable pursuant to the Company's 1996 Equity Incentive Plan and the
Company's Employee Share Option Scheme dated 25 February 1994, as amended on 17
August 1995 and adjusted under Rule 10 of such scheme (collectively, the
"Plans").
We have examined, among other things, originals and/or copies of such documents,
certificates and records as we have deemed necessary and appropriate for the
purpose of preparing this opinion.
We have assumed without investigation the authenticity and completeness of all
documents submitted to us as originals or copies, the genuineness of all
signatures and the conformity to original documents of all copies.
We have assumed that at the date of allotment of any shares under the Scheme or
the Plans the Company is solvent and the Company has not by such date passed a
voluntary winding-up resolution, no petition has been presented or order made
for the winding-up, dissolution or administration of the Company and no
receiver, administrative receiver, administrator or similar officer has been
appointed in relation to the Company or any of its assets by the date of such
allotment.
We have also made such examination of English law as we have felt necessary in
order to render this opinion. We have made no investigation, and express no
opinion, as to any law other than English law in force at and as interpreted at
the date of this opinion. We are not qualified to, and we do not, express an
opinion on the laws of any other jurisdiction.
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Based on the foregoing and the following restrictions, we are of the opinion
that the board of directors of the Company has authority to allot the Shares
and, when allotted by the board of directors in accordance with the terms of the
Plans, the Shares will be legally issued, fully paid, and not subject to any
calls under the laws of England and Wales.
The following restrictions apply to the opinion given in the preceding
paragraph:
1. We have assumed that the board of directors will allot the shares in
accordance with all necessary procedures contained in English law and
the Company's Articles of Association.
2. We have assumed that upon allotment the directors will duly enter the
allotee's name in the register of members.
3. The directors' authority to allot shares, given by the Company's
articles of association, is for a maximum period of 5 years from 7
March 1996.
4. The board of directors has expressed its intention to seek a renewal of
this authority annually but, if the renewal is not obtained, it will
lapse after 5 years from the above date or on the expiry date of the
last subsequent renewal of authority.
5. The Company's articles of association disapply statutory pre-emption
rights on allotment of shares for the term of the above authority. The
disapplication of pre-emption rights ceases to have effect if the
authority to allot shares lapses and must in any event be renewed
within 5 years from 7 March 1996. The period for which any renewal of
this disapplication can be made is limited to such period which, at the
time of such renewal, is equal to the period of the directors'
authority to allot shares.
6. The Company presently has sufficient authorised unissued share capital
to issue the Shares. If the company issues ordinary shares so that the
balance of ordinary shares of L0.15 each contained in its
authorised unissued share capital is less than the number of Shares,
then the directors of the Company will not have the authority to allot
the excess Shares.
7. It is open to a Company to change its articles of association by
special resolution and/or to change its authorised share capital by
ordinary resolution. It is also open to a Company by ordinary
resolution to revoke the directors' authority to allot shares and by
special resolution to revoke the disapplication of statutory
pre-emption rights. Such changes could mean that the directors of the
Company will not have or will have limited authority to allot the
Shares and could remove the statutory disapplication of pre-emption
rights or create non statutory
<PAGE>3
pre-emption rights.
8. We have assumed that the Company has not, without our knowledge, held
any general meetings of Shareholders since 3 May 1996.
9. We have relied upon a statement of fact from the Company that the board
of directors has not, without our knowledge, allotted, or entered into
any unconditional contract to allot, any shares under its authority
since 3 May 1996 which would result in the Company not having
sufficient authorised unissued share capital to issue the Shares.
We give no opinion as to the application of United States federal or state laws,
including the "Blue Sky" or securities laws of the various states.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This opinion is to be governed by and constructed in
accordance with English law.
Yours faithfully,
/s/ Allison & Humphreys
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Planning Sciences International plc 1996 Equity Incentive
Plan and the Planning Sciences Holdings Limited Employee Share Option Scheme of
our reports dated February 28, 1996, except for Note 7 - Share Option Plans and
Note 14 - Share Capital, as to which the date is April 29, 1996, with respect to
the consolidated financial statements and schedules of Planning Sciences
International plc for the year ended December 31, 1995 included in its
Registration Statement (Form F-1 No. 333-2250), filed with the Securities and
Exchange Commission.
/s/ Ernst & Young
ERNST & YOUNG
Chartered Accountants
London, England
November 27, 1996
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Planning Sciences International plc 1996 Equity Incentive
Plan and the Planning Sciences Holdings Limited Employee Share Option Scheme of
our reports dated February 28, 1996, except for Note 7 - Share Option Plans and
Note 14 - Share Capital, as to which the date is April 29, 1996, with respect to
the consolidated financial statements and schedules of Planning Sciences
International plc for the two years ended March 31, 1994 and 1995 included in
its Registration Statement (Form F-1 No. 333-2250), filed with the Securities
and Exchange Commission.
/s/ Clark Whitehill
CLARK WHITEHILL
Chartered Accountants
Reading, England
December 2, 1996
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