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As filed with the Securities and Exchange Commission on November 25, 1998
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
GENTIA SOFTWARE plc
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(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
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(Address, including zip code, and
telephone number, including area
code, of principal executive offices)
Planning Sciences International plc 1996 Equity Incentive Plan
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(Full title of the plan)
William J. Grant, Jr., Esquire
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
(212) 728-8000
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered per share offering price fee
- --------------------------------------------------------------------------------
Ordinary
Shares,(pound)
0.15
nominal value
per share 3,090,000 $3.84375 $11,877,187.50 $3,301.86
- ------------------------
(1) This Registration Statement covers 3,090,000 additional shares
authorized to be sold under the Planning Sciences International
plc 1996 Equity Incentive Plan (the "Plan").
(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").
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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 Gentia Software plc, a public limited company
incorporated under the laws of England and Wales (the "Company"), are
incorporated herein by reference:
(a) The Company's Annual Report on Form 20-F for the fiscal
year ended December 31, 1997, filed pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934, as amended (the "Exchange
Act");
(b) The Company's Reports of Foreign Issuer on Form 6-K,
filed on May 20, 1998, August 4, 1998, November 3, 1998 and November 9,
1998, respectively, pursuant to the Exchange Act;
(c) The Company's Current Report on Form 8-K, filed on
February 25, 1998, pursuant to the Exchange Act;
(d) The Company's Registration Statement on Form S-8, filed
on December 2, 1996; and
(e) The description of the ordinary shares of the Company,
par value (pound) 0.15 per share (the "Ordinary Shares"), incorporated
by reference into the Company's Registration Statement on Form 8-A
(Registration No. 0-28300) filed on April 24, 1996 pursuant to the
Exchange Act, and contained in the Company's Registration Statement on
Form F-1, declared effective on April 29, 1996.
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.
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Item 8. EXHIBITS
Exhibit No.
5 Opinion of Field Fisher Waterhouse as to the validity
of the shares to be issued.
23.1 Consent of Ernst & Young, Chartered Accountants.
23.2 Consent of Field Fisher Waterhouse (contained in Exhibit 5).
24 Powers of Attorney (reference is made to the signature
page herein).
2
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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 23rd day of November, 1998.
GENTIA SOFTWARE plc
By: /s/ Paul R. Rolph
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Paul R. Rolph
Chief Executive Officer
3
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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.
Signature Title Date
/s/ Paul R. Rolph Chief Executive Officer and November 19, 1998
- ------------------------ Director (Principal Executive
Paul R. Rolph Officer)
/s/ George F. Sprenkle Chief Financial Officer and November 19, 1998
- ------------------------- Director (Principal Financial
George F. Sprenkle and Accounting Officer)
/s/ R. Alan Wallman Director November 19, 1998
- -------------------------
R. Alan Wallman
/s/ James R. H. Buchanan Director November 19, 1998
- -------------------------
James R. H. Buchanan
/s/ Anthony K. Fox Director November 19, 1998
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Anthony K. Fox
4
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ---------- ----------------------
5 Opinion of Field Fisher Waterhouse as to the validity of the
shares to be issued.
23.1 Consent of Ernst & Young, Chartered Accountants.
23.2 Consent of Field Fisher Waterhouse (contained in Exhibit 5).
24 Powers of Attorney (reference is made to the signature page
herein).
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[FIELD FISHER WATERHOUSE LETTERHEAD]
Gentia Software plc
Tuition House
St. George's Road
Wimbledon
London
SW19 4EU
20, November 1998
Dear Sirs,
We have acted as English legal advisers to Gentia Software 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 23, November 1998, in connection with the registration by the Company,
under the Securities Act of 1933, as amended, of an aggregate of 3,090,000
ordinary shares, par value (pound) 0.15 per share (the "Shares"), issuable
pursuant to the Company's 1996 Equity Incentive Plan (the "Plan").
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 Plan 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
Plan, 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 ordinary
resolution on 21 September 1998, is for a period of 5 years
from 21 September 1998.
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 has by special resolution disapplied 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. 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 authorized unissued share capital
to issue the Shares. If the Company issues ordinary shares so that the
balance of ordinary shares of (pound) 0.15 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 authorized 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 pre-emption rights.
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8. We have assumed that the Company has not, without our
knowledge, held any general meetings of Shareholders since
21 September 1998.
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 27 September 1998 which would result in the Company not having
sufficient authorized 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/ Field Fisher Waterhouse
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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 of our report dated June 29, 1998 with respect to the consolidated
financial statements and schedule of Gentia Software plc included in its Annual
Report (Form 20-F) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
/s/ERNST & YOUNG
ERNST & YOUNG
London, England
November 25, 1998
