<PAGE> 1
As filed with the Securities and Exchange Commission on March 25, 1997
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ILOG S.A.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
The Republic of France None
---------------------- -----------------------------------
(State or other Jurisdiction (I.R.S. Employer Identification No.)
of incorporation or Organization)
</TABLE>
9, rue de Verdun, 94253 Gentilly, France
(33-1) 49 08 35 00
(Address, including zip code, of Registrant's principal executive offices)
The 1989 Stock Option Plan
The 1992 Stock Option Plan
The 1996 Stock Option Plan
1996 International Employee Stock Purchase Plan
1996 French Employee Savings Plan
(Full title of the plans)
Edouard Efira
ILOG, Inc.
1901 Landings Drive
Mountain View, CA 94043
(415) 390-9000
(Name, address, and telephone number, including
area code, of agent for service)
Copies to:
Francis S. Currie, Esq.
John T. Sheridan, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(415) 493-9300
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION> Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate
to be to be Price Offering Amount of
Registered Registered Per Share (1) Price Registration Fee
---------------- ------------ --------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Ordinary Shares, nominal value four
French francs per share . . . . . . . . 19,375(2) $0.20(3) $3,875.00(4) $1.17
Ordinary Shares, nominal value four
French francs per share . . . . . . . . 372,189(5) $1.79(3) $666,218.31(6) $201.88
Ordinary Shares, nominal value four
French francs per share . . . . . . . . 2,621(7) $7.36(8) $19,290.56 $5.85
Ordinary Shares, nominal value four
French francs per share . . . . . . . . 792,363(9) $4.33(3) $3,430,931.79(10) $1,039.67
Ordinary Shares, nominal value four
French francs per share . . . . . . . . 507,637(11) $7.36(8) $3,736,208.32 $1,132.18
Ordinary Shares, nominal value four
French francs per share . . . . . . . . 150,000(12) $7.36(8) $1,104,000 $334.54
Ordinary Shares, nominal value four
French francs per share . . . . . . . . 150,000(13) $7.36(8) $1,104,000 $334.54
1,994,185 Shares $10,064,523.98 $3,049.83
TOTAL
</TABLE>
(1) Amounts represented on an as converted basis from French francs to U.S.
dollars. The Noon Buying Rate for the French franc used for such conversion
was 5.71 francs per U.S. dollar on March 20, 1997.
(2) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken
down into subtotals. This subtotal represents the 19,375 shares issuable
upon exercise of outstanding options (options that have been granted as
of the date of this registration Statement) issued under the 1989 Stock
Option Plan.
(3) Estimated in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the total registration
fee. Computation based on the weighted average exercise price (rounded to
the nearest cent) at which the options whose exercise will result in the
issuance of the shares being registered may be exercised.
(4) Calculated in accordance with Rule 457(h) based on the aggregate
exercise price for all presently outstanding options described in Note 1
above.
(5) This subtotal represents the 372,189 shares issuable upon exercise of
outstanding options (options that have been granted as of the date of this
registration Statement) issued under the 1992 Stock Option Plan.
(6) Calculated in accordance with Rule 457(h) based on the aggregate
exercise price for all presently outstanding options described in Note 5
above.
(7) This sub-total represents the sum of shares issuable upon exercise of
options that have been reserved for issuance but have not been granted under
the 1992 Stock Option Plan.
(8) Estimated in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the registration fee. The
computation is based upon the closing price of the Company's shares as
reported on the Nasdaq National Market on March 21, 1997 because the price
at which will be granted in the future may be exercised is not currently
determinable.
(9) This subtotal represents the 792,363 shares issuable upon exercise of
outstanding options (options that have been granted as of the date of this
registration Statement) issued under the 1996 Stock Option Plan.
(10) Calculated in accordance with Rule 457(h) based on the aggregate
exercise price for all presently outstanding options described in Note 9
above.
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<PAGE> 3
(11) This subtotal represents the sum of shares issuable upon exercise of
options that have been reserved for issuance but have not been granted
under the 1996 Stock Option Plan.
(12) This subtotal reflects shares issuable upon exercise of options to be
granted under the 1996 International Employee Stock Purchase Plan.
(13) This subtotal reflects shares issuable upon exercise of options to be
granted under the 1996 French Employee Savings Plan.
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<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference the following
documents and information heretofore filed with the Securities and Exchange
Commission (the "Commission"):
Item 3(a).
The Company's Registration Statement on Form F-1 (file No.
333-6322) under the Securities Act of 1933, as amended (the "Securities Act"),
which was declared effective on February 13, 1997.
Item 3(b).
Not Applicable
Item 3(c).
The description of Registrant's Ordinary Shares to be offered
hereby contained in the Company's Registration Statement on Form F-1, as
declared effective by the Commission on February 13, 1997, filed pursuant to
Section 12 of the Exchange Act and any amendment or report filed for the
purpose of updating such description.
All documents, reports and definitive proxy or information
statements subsequently filed by Registrant pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, 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 to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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<PAGE> 5
Item 6. Indemnification of Directors and Officers.
French Law prohibits the Company from entering into
indemnification agreements with its directors and officers providing for
limitations on personal liability for damages and other costs and expenses that
may be incurred by directors and officers arising out of or related to acts or
omissions in such capacity. French Law also prohibits the statuts of the
Company from providing for limitation of liability of a member of the Board of
Directors. Generally, under French Law, directors and officers will not be held
personally liable for decisions taken diligently and in corporate interest of
the Company.
The Shareholders of the Company have authorized the Company to make an
offer to each of its directors, officers and other members of senior management
designated by the Board of Directors pursuant to which the Company will commit
itself to contract for and maintain liability insurance against liabilities
that may be incurred by such persons in their respective capacities, including
liabilities that may be incurred under the U.S. federal and state securities
laws, subject to certain limitations. The Company believes that entering into
such agreements and maintaining appropriate liability insurance for its
directors and officers will assist the Company in attracting and retaining
qualified individuals to serve as directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Document
------- --------
<S> <C>
4.1(a)* The 1989 Stock Option Plan
4.1(b)* The 1992 Stock Option Plan
4.1(c)* The 1996 Stock Option Plan
4.1(d)* 1996 International Employee Stock Purchase Plan
4.1(e)* 1996 French Employee Savings Plan
5.1 Opinion of Giroux, Buhagiar & Associes
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
</TABLE>
___________________
* Incorporated by reference to exhibits 10.1, 10.2, 10.3, 10.4 and 10.5
respectively, filed with the Company's Registration Statement on Form F-1 (file
No. 333-6322), which was declared effective on February 13, 1997.
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<PAGE> 6
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 to include any material
information with respect to the plan of distribution
not previously disclosed in this registration
statement or any material change to such information
in this 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
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
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 this 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 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
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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<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, ILOG S.A., 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 Gentilly, Republic of France, on this
24th day of March, 1997.
ILOG S.A.
By: /s/ Pierre Haren
--------------------------------
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Pierre
Haren and Roger D. Friedberger, his or her attorneys-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------------------- ----------------------------------------
<S> <C> <C> <C>
/s/ Pierre Haren Chairman, President and Chief Executive March 24, 1997
- -------------------------------------------- Officer
Pierre Haren
/s/ Roger D. Friedberger Chief Financial Officer March 24, 1997
- --------------------------------------------
Roger D. Friedberger
/s/ Francois Bussac Principal Accounting Officer March 24, 1997
--------------------------------------------
Francois Bussac
/s/ Philippe Claude Director March 24, 1997
- ---------------------------------------------
Philippe Claude
/s/ Marc Fourrier Director March 24, 1997
- ---------------------------------------------
Marc Fourrier
/s/ Jean-Francois Abramatic Director March 24, 1997
--------------------------------------------
Jean-Francois Abramatic
/s/ Albert Gabizon Director March 24, 1997
--------------------------------------------
Albert Gabizon
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------------------- ----------------------------------------
<S> <C> <C> <C>
/s/ Fredric Harman Director March 24, 1997
--------------------------------------------
Fredric Harman
/s/ Edouard Efira Authorized Representative in the U.S. March 24, 1997
--------------------------------------------
Edouard Efira
</TABLE>
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<PAGE> 9
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
EXHIBITS
-----------------------------------
Registration Statement on Form S-8
ILOG S.A.
March 25, 1997
<PAGE> 10
EXHIBIT INDEX
Exhibit
No. Document
4.1(a)* The 1989 Stock Option Plan
4.1(b)* The 1992 Stock Option Plan
4.1(c)* The 1996 Stock Option Plan
4.1(d)* 1996 International Employee Stock Purchase Plan
4.1(e)* 1996 French Employee Savings Plan
5.1 Opinion of Giroux, Buhagiar & Associes
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
<PAGE> 1
EXHIBIT 5.1
[GIROUX, BUHAGIAR & ASSOCIES LETTERHEAD]
Ilog S.A.
9 rue de Verdun
94253 Gentilly Cedex
France March 21, 1997
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), of up to a maximum number of 1,994,185 ordinary shares,
nominal value four French francs per ordinary share ("Shares"), of Ilog S.A., a
societe anonyme organized under the laws of the Republic of France (the
"Company"), we, as your French counsel, have examined copies of the following
documents:
(i) a copy of the text of the second and third resolutions of the
meeting of the shareholders of the Company held on March 7,
1989 relating, inter alia, to the authorisation granted to the
board of directors to grant options to subscribe for up to
672,500(1) Shares pursuant to the terms and conditions of the
ILOG S.A. 1989 Stock Option Plan;
(ii) a copy of the text of the sixteenth resolution of the meeting of
the shareholders of the Company held on June 29, 1992 and a copy
of the text of the fourth resolution of the meeting of the
shareholders of the Company held on December 29, 1993, relating,
inter alia, to the authorisations granted to the board of
directors to grant options to subscribe for up to 614,275(2)
Shares pursuant to the terms and conditions of the ILOG S.A.
1992 Stock Option Plan;
- ------------------------
(1)Following the division of the share capital by 10 resolved by the
shareholders on June 29, 1992 and the division of the share capital by 2.5
resolved by the shareholders on December 19, 1995.
(2)Following the division of the share capital by 2.5 resolved by the
shareholders on December 19, 1995.
<PAGE> 2
(iii) a copy of the text of the first resolution of the meeting of the
shareholders of the Company held on November 24, 1994, a copy of
the text of the fourth resolution of the meeting of the
shareholders of the Company held on May 30, 1996, and a copy of
the text of the twenty-second resolution of the meeting of the
shareholders of the Company held on October 17, 1996, relating,
inter alia, to the authorisations granted to the board of
directors to grant options to subscribe for up to 1,300,000(3)
Shares pursuant to the terms and conditions of the ILOG S.A.
1996 Stock Option Plan;
(iv) a copy of the text of the twenty-seventh resolution of the
meeting of the shareholders of the Company held on October 17,
1996 relating, inter alia, to the authorisation granted to the
board of directors to implement the 1996 International Employee
Stock Purchase Plan and to issue a maximum of 150,000 new Shares
reserved to the ILOG S.A. Employees Benefit Trust, for the
benefit of group employees, pursuant to the terms and conditions
of the 1996 International Employee Stock Purchase Plan;
(v) a copy of the text of the twenty-eighth resolution of the
meeting of the shareholders of the Company held on October 17,
1996 relating, inter alia, to the authorisation granted to the
board of directors to implement the 1996 French Employee Savings
Plan and to issue a maximum of 150,000 new Shares reserved to
salaried employees of the Company and companies related thereto
pursuant to article 208-4 of the Law No. 66-537 of July 24,
1966 pursuant to the terms and conditions of the 1996 French
Employee Savings Plan;
(vi) the updated by-laws ("status") of the Company dated as of
February 20, 1997 (the "Status");
(vii) the terms and conditions of the ILOG S.A. 1989 Stock Option
Plan, the ILOG S.A. 1992 Stock Option Plan and the ILOG S.A.
1996 Stock Option Plan (the "Option Plans", and together with
the 1996 International Employee Stock Purchase Plan and the 1996
French Employee Savings Plan, "the Plans");
together with such other corporate documents and such questions of law, as we
have considered necessary or appropriate for the purpose of this opinion.
- ------------------------
(3)Following, as regards the first 200,000 options authorised by the
shareholders on November 24, 1994, the division of the share capital by 2.5
resolved by the shareholders on December 19, 1995.
2
<PAGE> 3
In the context of such examination we have assumed:
(a) that the definitive terms and conditions of the 1996
International Employee Stock Purchase Plan and the 1996 French
Employee Savings Plan (the "1996 Employee Plans") have been
determined respectively in accordance with the terms of the
twenty-seventh and twenty-eighth resolutions of the meeting of
the shareholders of the Company held on October 17, 1996, the
Statuts and the applicable law;
(b) that the options were, with respect to the outstanding options,
or shall, with respect to those remaining available for grant,
be granted by the board of directors of the Company under the
Option Plans in accordance with the terms and conditions of such
Option Plans, the conditions decided by the relevant
shareholders' authorisations referred to in paragraphs (i) to
(iii) inclusive above, the Statuts and applicable law;
(c) the genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity with
the originals of all documents submitted to us as copies;
(d) that the persons to whom the Shares will be issued pursuant to
the Plans have, with respect to the outstanding options, or
will, with respect to those remaining available for grant or
with respect to the Shares to be subscribed pursuant to the
1996 Employee Plans, have validly adhered to the terms and
conditions of the Plans; and
(e) that the definitive terms and conditions of the issue of the
Shares including the issue price, have been, with respect to the
outstanding options, or will, with respect to those remaining
available for grant or with respect to the Shares to be
subscribed pursuant to the 1996 Employee Plans, have been
determined by the board of directors in accordance with the
terms of the shareholders' authorisations granted at the meeting
of the shareholders of the Company referred to in paragraphs (i)
to (v) inclusive above.
Upon the basis of such examination and subject to any matter not
disclosed to us by the parties concerned, we advise you that, in our opinion,
any Shares to be issued upon exercise of any of the options granted under the
Option Plans or as a result of a subscription pursuant to the 1996 Employee
Plans, to the extent they are issued in compliance with the Plans the Statuts
and the then applicable law, and are fully paid up in accordance with the
terms of the Plans, will be validly issued, fully paid up and nonassessable.
3
<PAGE> 4
The foregoing opinion is limited to the laws of the Republic of France,
and we are expressing no opinion as to the effect of the laws under any other
jurisdiction.
We have relied as to certain matters on information obtained from
officials of the Company and other sources believed by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
/s/ OLIVIER EDWARDS
------------------------
Olivier Edwards
4
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 to be filed March 25, 1997 pertaining to the 1989 Stock Option Plan,
the 1992 Stock Option Plan, the 1996 Stock Option Plan, 1996 International
Employee Stock Purchase Plan and 1996 French Employee Savings Plan of ILOG S.A.
of our reports dated July 29, 1996, with respect to the consolidated financial
statements and schedule of ILOG S.A. included in the Registration Statement
(Form F-1 No. 333-6322) dated February 13, 1997, filed with the Securities and
Exchange Commission.
/s/ JOHN MACKEY
----------------------------------
ERNST & YOUNG Audit
Represented by John Mackey
Paris, France
March 20, 1997
