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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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A.C.L.N. LIMITED
(Exact name of Registrant as specified in its charter)
CYPRUS NOT APPLICABLE
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
A.C.L.N. LIMITED
166 MECHELSE STEENWEG
2018 ANTWERP, BELGIUM
(Address of principal place of business)
1998 STOCK OPTION PLAN
(Full Title of the Plan)
ALDO LABIAD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
A.C.L.N. LIMITED
166 MECHELSE STEENWEG
2018 ANTWERP, BELGIUM
(Name, address, and telephone number of principal executive
offices and agent for service)
Copies to:
LEO SILVERSTEIN, ESQ.
BROCK SILVERSTEIN LLC
800 THIRD AVENUE, 21ST FLOOR
NEW YORK, NEW YORK 10022-4611
(212) 371-2000 / (212) 371-5500 (TELECOPY)
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<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED (1) SHARE PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Ordinary Shares, par
value 0.01 CYP per 80,000 $10.375(2) $830,000.00 $219.12
share
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Ordinary Shares, par
value 0.01 CYP per 200,000 $6.00(2) $1,200,000.00 $316.80
share
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Ordinary Shares, par
value 0.01 CYP per 420,000(3) $24.25(4) $10,185,000 $2,688.84
share
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Total 700,000 $10,430,000 $3,224.76
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</TABLE>
(1) Represents shares issuable upon exercise of outstanding options issued
under the A.C.L.N. Limited 1998 Stock Option Plan (the "1998 Plan").
(2) Based on the price at which the options may be exercised pursuant to Rule
457(h) under the Securities Act of 1933, as amended (the "Securities Act").
(3) Represent additional shares reserved for issuance under the 1998 Plan.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act, based on the average of the
high and low prices of the Company's Ordinary Shares as reported on the
Nasdaq National Market on March 24, 2000.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING
PURSUANT TO RULE 462 UNDER THE SECURITIES ACT.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
The documents containing information specified by Part I of this Form
S-8 Registration Statement have been or will be sent or given to participants in
the 1998 Plan as specified in Rule 428(b)(1) under the Securities Act of 1933,
as amended (the "Securities Act").
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Introductory Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents incorporated by reference according to Item 3 herein are
available without charge upon written or oral request.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
A.C.L.N. Limited, a Cyprus corporation (the "Company" or the
"Registrant"), hereby incorporates by reference the following documents into
this Registration Statement:
1. The Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 1998.
2. The description of the Ordinary Shares provided in the Company's
Registration Statement on Form 8-A, dated June 4, 1998.
In addition, any documents subsequently filed with the Securities and
Exchange Commission 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 to
this Registration Statement which indicate that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in and made a part of this
Registration Statement from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not required, in as much as the Registrant's Ordinary Shares are
registered under Section 12 of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Prior to the consummation of its initial public offering, the Company
entered into an indemnification agreement with each of its then-existing
officers and directors. Such agreements contain provisions which endeavor to
limit the personal liability of the officers and directors, both to the Company
and to its shareholders, for monetary damages, including those resulting from
breaches of certain of their fiduciary duties as directors and officers of the
Company. In particular, such agreements provide that the Company will indemnify
such individuals to the fullest extent permitted by the Commercial Laws of
Cyprus, as such rights shall from time to time be expanded, against all expense,
liability, and loss (including attorneys' fees, judgments, fines, excise taxes
or penalties, and amounts paid in settlement) reasonably incurred or suffered by
the indemnitee as a result of serving as an officer, director or employee of the
Company, any affiliate thereof, or any other entity at the request of the
Company. In
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addition, the indemnitee shall be entitled to the advancement of expenses of
defending any such action in advance of the final disposition thereof, provided,
however, that if the Commercial Laws of Cyprus require, such indemnitee will
deliver to the Company an undertaking to repay the amounts so advanced if it is
ultimately determined by a final non-appealable judicial decision that such
indemnitee is not entitled to be indemnified.
Notwithstanding any provision of such agreement to the contrary, unless
and until the Commercial Laws of Cyprus are amended to broaden the scope of
permitted indemnification, the indemnitee will continue to be subject to
liability for breach of such indemnitee's duty of loyalty to the Company, acts
or omission not in good faith or involving intentional misconduct, knowing
violations of the law, and actions leading to improper personal benefit to such
indemnitee. The Company maintains directors' and officers' liability insurance.
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 Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index on page II-6.
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 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) of the Securities Act if, in the aggregate, the
changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of
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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 (a)(1)(i) and (a)(1)(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 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.
(5) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
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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 the
requirements for filing on Form S-8 and has duly caused this Registration to be
signed on its behalf by the undersigned, thereunto duly authorized, in Antwerp,
Belgium on March 24 2000.
A.C.L.N. LIMITED
By: /s/ Aldo Labiad
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President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Aldo Labiad or Joseph J.H. Bisschops, his
true and lawful attorney-in-fact, with power of substitution and resubstitution,
to execute in the name of such person, in his capacity as a director or officer
of A.C.L.N. Limited, any and all amendments to this Registration Statement on
Form S-8 and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his substitute, may
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 on March 24, 2000, by the following
persons in the capacities indicated.
Signatures Title
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/s/ Joseph J.H. Bisschops Chairman of the Board of Directors
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Joseph J.H. Bisschops
/s/ Alex de Ridder Vice President, Chief Financial Officer
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Alex de Ridder
/s/ Michael Doherty Director
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Michael Doherty
/s/ Earl Gould Director
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Earl Gould
/s/ Charles L. Brock Director
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Charles L. Brock
/s/ Marina Saava Director
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Marina Saava
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1* Articles of Association (Exhibit 3.1 to the Company's Registration
Statement on Form F-1, File No. 333-8052)
4.2* Memorandum of Association (Exhibit 3.2 to the Company's
Registration Statement on Form F-1, File No. 333-8052)
5** Opinion of Economides, Patsalides & Co.
23.1** Consent of Economides, Patsalides & Co. (included in opinion filed
as Exhibit 5)
23.2** Consent of BDO International, independent public accountants
24** Powers of Attorney (included on signature page hereof)
99* 1998 Stock Option Plan (Exhibit 4.2 to the Company's Registration
Statement on Form F-1, File No. 333-8052)
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* Incorporated by reference herein.
** Filed herewith.
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[Economides, Patsalides & Co. Letterhead]
A.C.L.N. Limited 27th March, 2000
166 Mechelse Steenweg,
2018 Antwerp, Belgium
Re: Registration Statement on Form S-8
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Gentlemen
As counsel to A.C.L.N. Limited, a Cyprus corporation (the "Registrant") with
respect to the above Registration Statement relating to the registration of
700,000 Ordinary Shares, par value CYP. 01 per share (the "Shares"), of the
Registrant reserved for issuance pursuant to the Registrant's 1998 Stock Option
Plan (the "1998 Plan"), we have examined copies of the Articles of Association
and Memorandum of Association, the minutes of relevant proceedings, unanimous
consents of the Board of Directors and shareholders of the Company, and such
other materials as we determined pertinent.
Based on the foregoing, it is our opinion that the 700,000 Shares reserved for
issuance pursuant to the 1998 Plan, when paid for and issued pursuant to the
terms of the 1998 Plan and the Laws of the Republic of Cyprus, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Economides, Patsalides & Co.
Economides, Patsalides & Co.
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[BDO International Letterhead]
CONSENT OT INDEPENDENT PUBLIC ACCOUNTANTS
To A.C.L.N. Limited:
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
April 5, 1999 included in the A.C.L.N. Limited Annual Report on Form 20-F and to
all references to our firm included in this Registration Statement on Form S-8.
/s/ BDO International
Cyprus
March 23, 2000
