<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
REGISTRATION NO. 333-65747
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ILOG S.A.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
FRANCE 7372 NOT APPLICABLE
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
</TABLE>
ILOG S.A.
9, RUE DE VERDUN, 94253 GENTILLY,
FRANCE
(011 33) 1 49 08 35 00
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
MR. STUART BAGSHAW
C/O ILOG, INC.
1901 LANDINGS AVENUE
MOUNTAIN VIEW, CA 94043
(650) 390-9000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
COPIES OF ALL COMMUNICATIONS SHOULD BE SENT TO:
FRANCIS S. CURRIE, ESQ.
ANTON COMMISSARIS, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
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 the registration statement shall become
effective on such date as the commission, acting pursuant to said section 8(a),
may determine.
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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED DECEMBER 30, 1998
26,779 SHARES
ILOG S.A.
IN THE FORM OF AMERICAN DEPOSITORY SHARES
------------------
The American Depository Shares ("ADSs") offered in this prospectus will
be sold from time to time at then prevailing market prices, at prices
relating to prevailing market prices or at negotiated prices. On December
29, 1998, the closing price of our ADSs on the Nasdaq NMS was $12.625.
The ADSs are quoted on the National Association of Securities Dealers'
Automated Quotation System ("Nasdaq") National Market System ("NMS") under
the symbol "ILOGY."
All of the shares offered in this prospectus in the form of ADSs are
being sold by certain of our shareholders. ILOG will not receive any
proceeds from the offering. Such ADSs are being offered on a continuous
basis pursuant to Rule 415 under the Securities Act of 1933, as amended.
See "Risk Factors" beginning on page 6 for information that you should
consider before purchasing ILOG shares.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary
is a criminal offense.
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The date of this Prospectus is December 30, 1998
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
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<S> <C>
Incorporation of Certain Documents by reference . . . . . . . . . . . . 4
Prospectus Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Enforceability of Civil Liabilities . . . . . . . . . . . . . . . . . . 17
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . 18
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>
<PAGE>
No person is authorized to give any information or to make any
representations, other than those contained in this prospectus, in connection
with the offering described in this prospectus. If given or made, such
information or representations must not be relied upon as having been
authorized by ILOG, or the selling shareholders. This prospectus is not an
offer to sell, or a solicitation of an offer to buy. No sale of the ADSs can
be made by any person in any jurisdiction where it is unlawful for such person
to make such offer, solicitation or sale. Neither the delivery of this
prospectus nor any sale made under this prospectus may imply that the
information we have included will remain accurate after the filing.
3
<PAGE>
Incorporation of Certain Documents by Reference
The following documents have been filed with the Commission and are
incorporated herein by reference:
<TABLE>
<CAPTION>
DOCUMENT DATE FILED WITH SEC
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<S> <C>
Registration Statement on Form F-1 1-22-97
Registration Statement on Form F-6 1-30-97
Registration Statement on Form 8-A 2-3-97
Final Prospectus 2-14-97
Post-Effective Amendment No. 1 to Form F-1 2-19-97
Form S-8 3-25-97*
Form 6-K for quarter ended March 31, 1997 5-2-97
Form 20-F for year ended June 30, 1997 10-3-97*
Form 20-F/A (Amendment) 10-27-97*
Form 6-K for quarter ended September 30, 1997 11-20-97*
Form 6-K for quarter ended December 30, 1997 2-17-97*
Form 6-K for quarter ended March 31, 1998 5-15-98*
Amended F-6 8-13-98
Form 20-F for year ended June 30, 1998 10-1-98*
Form 6-K for quarter ended September 30, 1998 11-9-98*
</TABLE>
- ------------------------
* indicates filed via EDGAR and available on the Commission's web site.
All documents filed by ILOG pursuant to Section 13 (a), 13 (c) or 15 (d) of
the Exchange Act after the date of this Prospectus and prior to the termination
of the offering of the ADSs shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
We will provide without charge to each person to whom this Prospectus is
delivered, upon the request of such person, a copy of any or all of the
foregoing documents incorporated herein by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
into such documents). Requests for such documents should be directed to our
headquarters in France at 9, rue de Verdun, 94253 Gentilly, France, Attention:
Chief Financial Officer or to our Company's headquarters in the U.S. at 1901
Landings Avenue, Mountain View, CA 94043, Attention: Chief Financial Officer.
Available Information
ILOG has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form F-3 (together with all
amendments, and exhibits, the "Registration Statement") under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the shares set
forth in the Registration Statement, certain parts of which have been omitted
in accordance with the rules and regulations of the Commission. For further
information with respect to ILOG and the shares offered hereby, reference is
made to the Registration Statement.
ILOG is subject to reporting requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), applicable to foreign private
issuers, and in accordance therewith files reports, including annual reports
on Form 20-F, and other information with the Commission. As a foreign private
issuer, ILOG is exempt from the rules under the Exchange Act prescribing the
furnishing and the content of proxy statements. Such reports and other
information may also be inspected and copied at prescribed rates at the
public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549 and at the
Commission's regional offices at Seven World Trade Center, 13th Floor, New
York, New York 10048; and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. The Commission also maintains a
web site that contains reports, proxy and information statements, and other
information regarding registrants that file electronically with the
Commission at the address HTTP://WWW.SEC.GOV.
ILOG will furnish the Depositary referred to under "American Depositary
Shares" with annual reports in English, which will include a review of
operations and annual audited consolidated financial statements prepared in
accordance with generally accepted accounting principles in the U.S. ("U.S.
GAAP"). ILOG will also furnish the Depositary with quarterly reports in
English, which will include unaudited quarterly consolidated financial
information prepared in accordance with U.S. GAAP. The Depositary has agreed
with ILOG that, upon receipt of such reports, it will promptly mail such
reports to all record holders of ADSs. ILOG will also furnish to the Depositary
summaries in English or an English version of all notices of shareholders'
meetings and other reports and communications that are made generally available
to shareholders. The Depositary will arrange for the mailing of such documents
to record holders of ADSs.
4
<PAGE>
Prospectus Summary
ILOG develops, markets and supports advanced software class components
for user interface, resource optimization and data services functions. Our
components are fundamental to the development of strategic business
applications. By creating pre-built and pre-tested features to address these
common software functions, our object oriented components reduce the time,
cost and risk in the development process, and allow users to concentrate on
value-added, business specific programming tasks. Our components provide high
performance and scalability, run on the most popular Windows and Unix
platforms and can be used for client-side, server-side or web development
efforts. We also offer a range of consulting, customer training and
maintenance services to supplement our components.
Increasing global competition and rapid changes in technology are
accelerating the demand for company specific strategic business applications to
achieve competitive advantage. However, organizations face significant
challenges in developing strategic business applications that can keep pace with
this changing environment. These challenges include meeting the demand for new
applications, adapting these applications as business needs evolve and taking
advantage of new technologies such as distributed client server computing and
the internet/intranet. The resulting large and increasing backlog of strategic
business applications requires a software development approach
that combines the advantages of pre-built and pre-tested packaged applications
with the flexibility of internal software development. The emergence of object
oriented technology allows for the creation of pre-built software class
components that address common programming tasks, thus allowing programmers to
shorten development time by combining these components with their own
programming.
ILOG's C, C++ and Java software class components address common strategic
business software development needs. These needs include user interface,
resource optimization and data services functions, such as information
coordination among applications and databases. We believe that these common
functions typically represent between 15% and 40% of the number of lines of
code for strategic business applications. Our components can be purchased for
integration into new or existing applications individually or in combination
with other components.
ILOG components are sold to end-user enterprises, independent software
vendors ("ISVs") and original equipment manufacturers ("OEMs") that integrate
our components into a specific strategic business application or into their
own products. Our components are also sold through distributors, systems
integrators and value added resellers ("VARs"). Sales are focused in the
telecommunications, enterprise resource planning, aerospace and defense,
transportation and manufacturing markets. While our sales have traditionally
been concentrated in Europe, especially France, we are expanding our sales
and marketing efforts to the U.S. and Asia through the addition of direct
sales personnel and distributors. As of August 31, 1998, our components had
been licensed to over 1,500 customers for development and/or deployment in a
wide range of applications.
ILOG was incorporated in Paris, France in April 1987. Our principal offices
are located at 9, rue de Verdun, 94253 Gentilly, France. Our telephone number
is (011 33) 1 49 08 35 00. We have a web site on the World Wide Web. ILOG's
name together with its logo is registered as a trademark in France, the U.S.
and certain other countries. This Prospectus also contains tradenames or
trademarks of companies other than ILOG.
5
<PAGE>
Risk Factors
This prospectus contains forward-looking statements within the meaning of
section 27a of the Securities Act of 1933, as amended, and section 21e of the
Securities Exchange Act of 1934, as amended. This means that actual results
could be different from the anticipated results in the forward-looking
statements because of the risk factors below. In addition to the other
information contained and incorporated by reference in this prospectus, you
should carefully consider the following factors in evaluating our business
before purchasing the shares offered in this prospectus.
History of Losses; Accumulated Deficit; Future Operating Results Uncertain
ILOG has had net losses in all but one of the last five fiscal years. As
of June 30, 1998, we had accumulated losses of approximately $39.4 million.
We may not be profitable in the future and we cannot predict future operating
results. Future operating results will depend on many factors, including:
- market growth for our object oriented components;
- demand for our products and services;
- the level of competition;
- our success in expanding our direct sales force and indirect
distribution channels;
- our ability to develop and market new products and product
enhancements; and
- our ability to control costs.
Significant Period to Period Variability in Operating Results
ILOG's operating results have varied significantly in the past and may do
so in the future, both quarterly and annually, because of difference factors
which we generally cannot control. These factors include:
- demand for our products and services which varies for regional and local
economic reasons;
- the size, timing and structure of significant licenses by customers as,
for example, revenues from SAP AG which affected the quarter ended
March 31, and September 30, 1998;
- cost overruns under our fixed price consulting contracts as was
experienced with certain customers over the last year;
- changes in the mix of products and services licensed or sold by us which
mix shifted over the last year to more service revenues as a proportion
of total revenues;
- product life cycles which can be quite short as is the case for our CPLEX
products;
- pricing changes by us or by our competitors, as for example, for our CPLEX
product line over the last year;
- changes in product distibution (including the mix of direct and
indirect channels) which has shifted over the last year to more indirect
channels;
- customer order deferrals or cancellations as was experienced in the
quarter ended March 31, 1997; and
- the grant and timing of research and development expense reimbursements
by government agencies where there has been significant variability over
the last few years.
Our expenses are relatively fixed and are largely based on expectations
of future revenues. If revenues are below expectations, expense levels could
be disproportionately high as a percentage of total revenues, and our
operating results would be immediately and adversely affected. ILOG generally
operates with little backlog because our products are invariably shipped as
orders are received. As a result, revenues from license fees in any quarter
are substantially dependent on orders booked and shipped in that quarter and
on sales by our distributors and other resellers. Sales through indirect
channels are harder to predict and may have lower margins than direct sales.
We believe that the purchase of our products is quite discretionary and often
involves a significant financial commitment from customers. Therefore, any
downturn in a customer's business would impact our revenues and quarterly
results. In addition,
6
<PAGE>
we generally receive a substantial amount of our revenues from sales booked
and shipped in the last month of a quarter such that the amount of a
quarter's revenues may not be known until late in a particular quarter.
Revenues are difficult to forecast because the market for our products is
rapidly evolving. We may choose to reduce prices or increase spending in
response to competition or to pursue new market opportunities. If new
competitors, technological advances by existing competitors or other
competitive factors require us to invest significantly greater resources in
research and development efforts, our future operating results may be
adversely affected.
Market Acceptance of Object Oriented Technology
ILOG designs its products for object oriented software application
development. The technology, development style and programming languages of
object oriented appreciations differ from those used in traditional software
applications. Object oriented technology allows for more code to be re-used
than do traditional technologies. Object oriented languages offer more
capabilities but require greater discipline and attention to detail from
developers. In addition, object oriented modeling and analysis techniques are
more sophisticated than traditional techniques. To change a software
application written in a traditional programming language into an object
oriented application involves major re-design. In many cases, every line of
code would have to be re-written. Our growth depends upon continued growth of
the market for, object oriented technology. The acceptance of object oriented
technology depends upon the widespread adoption of object oriented programming,
which remains uncertain. Object oriented programming is a methodology in which
the programmer can define not only data types, but also procedures that are
automatically associatied with them. The number of software developers using
object oriented technology is still relatively small. The adoption of object
oriented technology by traditional software programmers requires significant
reorientation and the acceptance of object oriented technology may not expand
beyond sophisticated programmers who were early adopters of the technology.
Furthermore, potential customers may not be willing to make the investment
required to retrain programmers to build software using object oriented
technology rather than structured programming techniques or other technologies.
The market for object oriented technology has lack of standards and
numerous competitors in the areas of components, methodology and services.
Our future success will depend in part upon the development of standards that
our products address. We may not be able to respond effectively to the
evolving requirements of the market. For example, to date we have focused our
efforts on the C, C++ and Java programming languages. If these languages lose
acceptance in the marketplace or are replaced by
7
<PAGE>
other advanced languages, our business, will be material adversely affected.
Adoption by Customers of our Components for Software Development.
ILOG's future growth depends upon market acceptance of its products. To
date, many of our customers have licensed only small quantities of our
components, and these customers may not license additional components from us
or broadly implement object oriented technology. Industry data indicates that
many complex software development projects are abandoned before completion or
fail to satisfy user requirements, often after much money and time have been
spent. While we believe that our components and services can increase the
chances of success of a software development project the software industry
has a high failure rate and our customers may not be successful when using
our products and services. Any publicized performance problems relating to
object oriented technology or products offered by us or by any of our
competitors could also slow down customer adoption of our products.
Risks Associated With Sales Cycle
ILOG's sales cycle is generally three to six months or more and changes
from customer to customer. Due in part to the strategic nature of our
products, potential customers are typically cautious in making product
acquisition decisions. The decision to license our products generally
requires us to educate prospective customers regarding the uses and benefits
of our products, and we often commit substantial presales support and
consulting resources. We have found it difficult to provide consulting
resources because of a lack of trained personnel, which may cause sales cycles
to be lengthened or result in the loss of sales.
Sales of licenses involve risks over which we have little or no control,
including:
- customers' budgetary constraints;
- customers' internal acceptance reviews;
- the success and continued internal support of customers' own
development efforts;
- the efforts of distributors; and
- the possibility of cancellation of projects by customers.
The uncertain outcome of our sales efforts and the length of our sales cycles
could result in substantial changes in operating results. If sales
forecasted from a specific customer for a particular quarter are not realized
in that quarter, we would be unlikely to be able to generate revenues from
other customers in time to compensate for the shortfall. As a result, and
due to the relatively large size of some orders, a lost or delayed sale could
unfavorably impact our quarterly operating results.
Risk of Loss of Government Research and Development Funding
ILOG has received significant research and development funding from the
European Union and, to a lesser extent, agencies of the French government,
which approximated $2.5 million in 1996, $388,000 in 1997 and $688,000 in 1998.
Such funding has reduced our reported research and development expenses.
Relevant authorities award research and development funding on a discretionary
basis based on applications made by ILOG for specific product related projects.
8
<PAGE>
We have contracts that provide for research and development funds through
March 2001. However, future grants may not be made. Failure to receive future
funding, a reduction in existing levels of funding, or delays in receipt of
additional funding may cause our research and development expenses to
increase and may adversely affect our operating results.
Seasonality of Operating Results
A majority of our sales have historically come from Europe. Similar to
many companies with sales outside of the U.S., we generally realize lower
revenues (i) in the September quarter than in the immediately preceding
quarter due primarily to less economic activity in Europe in the summer
months; and (ii) to a lesser extent, in the March quarter compared to the
immediately preceding quarter due to the concentration by some customers of
purchases in the fourth quarter of the calendar year, and their consequently
lower purchasing activity during the following quarter.
Rapid Technological Change and Introduction of New Products and Product
Enhancements
The market for our products and services is one of rapid technological
change, dynamic customer needs and frequent introductions of new products and
product enhancements. Customer requirements for products can change rapidly
as a result of innovations or changes within the computer hardware and
software industries, the introduction of new products and technologies
(including new hardware platforms and programming languages) and the
emergence, evolution or widespread adoption of industry standards. Also the
shift to Java over the last couple of years has resulted in our offering Java
versions of our products. We may not be able to modify our products and
services to address new requirements and standards. The actual or anticipated
introduction of new products, as for example, products and technologies
acquired from CPLEX in August 1997 resulted in some reformulation of our
product offerings. Technology and industry standards can make existing
products obsolete or unmarketable or result in delays in the purchase of such
products. As a result, the life cycles of our products are difficult to
estimate. We must respond to developments rapidly and make substantial
product development investments. Any failure by us to anticipate or respond
adequately to technology developments and customer requirements, or any
significant delays in product development or introduction, could result in
loss of competitiveness and/or revenues. As is customary in the software
industry, we have previously experienced delays in introducing new products
and features, and we may experience such delays in the future.
Product Concentration Risk
ILOG currently generates approximately 68% of its total license fees from
the ILOG Views and ILOG Solver product families. We expect that revenues from
these two product families will continue to represent a substantial portion
of our total license fees for the foreseeable future. Therefore, any factor
adversely affecting licenses of either ILOG Views or ILOG Solver would have a
negative effect on our business.
9
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Competition
ILOG's present direct competitors include private and public companies
such as Dash Associates Limited, Dynatech Corporation, IBM, Neuron Data,
Inc., SL Corporation and Template Software, Inc. In addition, virtually all
of our customers have significant investments in their existing solutions and
have the resources necessary to improve existing products and to develop
future products. These customers have or may develop and incorporate
competing technologies into their systems, thereby replacing our current or
proposed components. This would eliminate their need for our services and
components and limit future opportunities for us. We therefore are required
to persuade our customers' development personnel to outsource the development
of their software and to provide products and solutions to these customers
that cost-effectively compete with their internally developed products. We
expect to face additional competition from other established and emerging
companies if the market for our components continues to grow. Furthermore,
current and potential competitors have established or may establish alliances
to increase the ability of their products to address the needs of our
prospective customers. Accordingly, new competitors or alliances among
competitors may emerge and rapidly gain significant market share. New or
enhanced products introduced by competitors could increase the competition
faced by our products. Increased competition could result in fewer customer
orders, price reductions, reduced transaction size, reduced gross margins and
loss of market share, any of which could adversely affect our business. We
may not be able to maintain profitable prices for our products.
Some of our competitors have longer operating histories, significantly
greater financial, technical, marketing, service and other resources,
significantly greater name recognition, broader product offerings and a
larger installed base of customers than we do. In addition, our competitors
may have well-established relationships with our current and potential
customers. Therefore, such competitors may be able to devote greater resources
to the development, promotion and sale of their products. They may have more
direct access to corporate decision-makers based on previous relationships and
they may be able to respond more quickly to new or emerging technologies and
changes in customer requirements. We may not be able to compete successfully
against current or future competitors which may adversely affect our business.
Dependence upon Development of Sales and Marketing Force
We have significantly invested in recent years in expanding our sales and
marketing force, primarily in the U.S. and Asia. We plan to continue to
expand our sales and marketing force. Our future success will depend in part
upon the productivity of our sales and marketing force and our ability to
continue to attract, integrate, train, motivate and retain new sales and
marketing personnel. Over the last few years we have grown our sales force
in the United States and due to employee turnover and reorganization we have
experienced results below management objectives and expectations for the
region. Our recent and planned investment in sales and marketing may not
ultimately be successful and any incremental revenues generated may
10
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exceed the significant incremental costs of these efforts. In addition, our
sales and marketing force may not be able to compete successfully
against the significantly more extensive and better funded sales and
marketing operations of many of our current and potential competitors.
Dependence on Key Personnel
ILOG's future success will depend in significant part upon the continued
service of our key technical, sales and senior management personnel,
including our President and Chief Executive Officer, Pierre Haren. We
particularly depend upon our technical personnel with expertise in object
oriented technology. The loss of the services of one or more of our key
employees would have an adverse effect. We will need to attract, integrate,
train, motivate and retain highly qualified technical, sales and managerial
personnel. We may not be able to do so. Competition for such personnel is
intense, especially the competition for technical personnel with expertise in
object oriented technology. We expect that such competition will continue for
the foreseeable future, and may intensify. If we cannot hire qualified
personnel in the future, our business, and financial condition would suffer.
Additions of new personnel and departures of existing personnel, particularly
in key positions, can be disruptive and could have an adverse effect on our
business.
The addition and assimilation of new personnel may be made more difficult
because our research and development personnel are located primarily in
France, and our sales and marketing activities are located on three
continents. This requires the coordination of organizations separated by
geography and time zones, and the interaction of personnel with disparate
business backgrounds, languages and cultures.
Risks Associated with Worldwide Operations
ILOG's engineering and research and development operations are located in
France except for the CPLEX products which are developed in Incline Village,
Nevada, and our sales and marketing operations are located on three
continents. The geographic distance between these locations has in the past
led, and could in the future lead, to logistical and communications
difficulties. The geographic, time zone, language and cultural differences
between our French, North American and Asia personnel and operations may
result in problems that affect our business. Further, our operations may be
directly affected by economic and political conditions in the countries where
we do business.
We expect to commit additional time and resources to expanding our
worldwide sales and marketing activities, localizing our products for
selected markets and developing local sales and support channels. These
efforts may not be successful. Worldwide operations involve a number of
risks, including:
- the costs of localizing products for different countries;
- longer accounts receivable collection periods in certain geographic
regions, especially Europe;
- unexpected changes in regulations;
- dependence on independent resellers and technology standards;
- import and export restrictions and tariffs;
- difficulties and costs of staffing and managing international operations;
- potentially adverse tax consequences;
- political instability;
- the burdens of complying with multiple, potentially conflicting laws; and
- the impact of business cycles and regional economic instability.
11
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Approximately 28% of our sales in 1998 were denominated in French francs, with
the remainder in U.S. dollars and, to a lesser extent, Singapore dollars and
other currencies. An increase in the value of the French franc relative to
foreign currencies could make our products more expensive and, therefore,
less competitive in other markets.
High Growth Rate of Employees and Operational Size
ILOG has recently experienced a period of growth in revenues that has
placed a significant strain on our management systems and resources. In
addition, the size of our staff increased from 281 to 398 employees during
1998. Further increases in the number of employees are anticipated in 1999.
Much of this growth has occurred and will occur in North America and Asia,
thus increasing our need for information and communication systems. Our
ability to manage any future growth effectively will require us to continue
to improve our operational, financial and management controls, accounting and
reporting systems and procedures and other internal processes. We may not be
able to make such improvements in an efficient and timely manner and our
business would suffer as a result.
Acquisitions
In August 1997, we acquired the business of CPLEX Optimization, Inc.
("CPLEX") which developed and marketed linear based optimization libraries
written in the C programming language, with operations in Incline Village,
Nevada. The acquisition was made in exchange for 1,700,000 Company shares,
$10 million cash and $5 million of promissory notes. In 1998 we began
integrating the CPLEX business into our operations. This process may result
in unforeseen operating difficulties and could absorb significant management
time and/or expenditures that would otherwise be available for the ongoing
development of our business. In August 1998, we also acquired Compass
Modeling Solutions, Inc. ("Compass") in Reno, Nevada a small value added
reseller of CPLEX products in exchange for 51,852 of our shares.
We may pursue other acquisitions of complementary product lines,
technologies or businesses. Acquisitions could result in our issuing more
shares which would decrease the ownership of existing shareholders, the
incurrence of debt and contingent liabilities and amortization expenses
related to goodwill and other intangible assets. These items could adversely
affect our profitability. In addition, acquisitions, such as CPLEX, involve
numerous risks, including:
- difficulties in assimilating operations, technologies and products of
the acquired companies;
- the diversion of management's attention from other business concerns;
- risks of entering markets in which we may have limited direct prior
experience;
- operating companies in different geographical locations with different
cultures; and
- the potential loss of key employees of the acquired company.
There are currently no agreements concerning acquisitions of businesses.
Risk of Software Defects; Product Liability
As a result of their complexity, software products frequently contain
undetected errors or failures, especially when first introduced or when new
versions or enhancements are released. Despite testing by us and testing and
use by customers, errors may still be found in new products released by us in
the future. Such errors could result in significant losses for us or a
customer, especially if such errors occur in strategic applications. Such
errors could also result in reduced market acceptance of
12
<PAGE>
our products. Our license agreements with our customers typically contain
provisions designed to limit our exposure to potential product liability and
other claims. It is possible, however, that the limitation of liability
provisions contained in such agreements, especially unsigned "shrink-wrap"
licenses, may not be valid under the laws of certain jurisdictions. We
currently have limited insurance against product liability risks or errors or
omissions coverage. Additional insurance may not be available to us on
commercially reasonable terms or at all. A product liability claim or claim
for economic loss brought against us could have an adverse effect on our
financial condition.
Currency Changes
ILOG publishes its financial statements in U.S. dollars. We have a large
part of our expenses in French francs, especially research and development
expenses. A large part of our revenues are denominated in French francs, with
the remainder in U.S. dollars and, to a lesser extent, Singapore dollars and
other currencies. Changes in the value of the currencies in which we conduct
our business relative to the U.S. dollar have caused and will continue to
cause dollar amounts to vary from one period to another. Due to the number of
currencies involved, the constantly changing revenue and expense currency mix
and the volatility of currency exchange rates, we cannot predict the effect
of exchange rate fluctuations upon future operating results. To date, we have
not undertaken hedging transactions to cover our currency transaction
exposure but we may undertake such transactions in a limited manner in the
future.
Protection of Intellectual Property
ILOG's success is heavily dependent upon the intellectual property and
technologies it owns. We rely primarily on a combination of copyright and
trademark laws, trade secrets, confidentiality procedures and agreements to
protect our proprietary technology. For example, we license our software by
signed license agreements and, to a lesser extent, "shrink-wrap" and
"click-wrap" licenses, which impose certain restrictions on the customers
ability to use the software. In addition, we try to avoid disclosure of our
trade secrets, including requiring those persons with access to our
proprietary information to sign confidentiality agreements with us and
restricting access to our source codes. We try to protect our software,
documentation and other written materials under the laws relating to trade
secrets and copyright, which afford only limited protection. We have no
patents or pending patent applications.
Despite our efforts to protect our proprietary rights, unauthorized
parties may attempt to copy or use aspects of our products or obtain or use
information that we regard as proprietary. Policing unauthorized use of our
products is difficult. The laws of many jurisdictions do not protect our
proprietary rights as much as the laws of France and the U.S. In particular,
"shrink-wrap" licenses may be unenforceable under the laws of certain
jurisdictions, and copyright and trade secret protection for software may be
unavailable in certain countries. Under French intellectual property laws,
rights over software are not patentable but are protected under copyright law
and infringements by third parties can be prevented. Our means of protecting
our proprietary rights may not be adequate. Even if we could protect our
rights, our competitors may independently develop similar technology.
We may receive future communications from third parties claiming that our
products infringe their proprietary rights. Licenses to disputed technology
rights of others may not be available on reasonable commercial terms, if at
all. In addition, we may initiate claims or litigation against others
13
<PAGE>
for infringement of our proprietary rights or to establish the validity of
our proprietary rights. Such litigation could be expensive and divert our
personnel from productive tasks. If we lose in any such litigation, we might
have to pay substantial money damages, stop the use and sale of infringing
products, expend significant resources to develop non-infringing technology
or obtain licenses to non-infringing technology. If there is a successful
claim against us and we fail to develop or license a substitute technology,
our business would be adversely affected. As the number of software products
increases and the functionality of these products further overlaps, we
believe that software developers may become more exposed to infringement
claims. Any such claims against us, as well as claims made by us against
others, could be time consuming and expensive to defend or prosecute and to
resolve.
Volatility of Share Price
The market price of our ADS has greatly varied and this may continue. In
particular, the price of our ADSs could widely fluctuate in response to
quarterly variations in operating results, announcements of technological
innovations or new products by us or our competitors, changes in financial
estimates by securities analysts, and downturns in the economy of regions in
which we do business. Many of these factors are beyond our control. In some
future quarters our operating results may be below expectations of public
market analysts and investors. In such event, the price of our ADSs would
then likely drop significantly. The stock market has experienced volatility
that has particularly affected the market prices of shares of many technology
companies and that often has been unrelated or disproportionate to the
operating performance of such companies. These broad market fluctuations, as
well as general economic, political and market conditions such as recessions
or international currency fluctuations, have and may continue to adversely
affect the market price of our ADSs.
Control by Officers and Directors; Factors Inhibiting Takeover
As of September 30, 1998, our executive officers and directors and
persons affiliated with them effectively owned approximately 46% of ILOG's
Shares. As a result, such persons and entities, acting together, will have
the ability to control ILOG and direct its affairs and business. This
concentrated ownership of our Shares may result in delaying, deferring or
preventing a change in control of ILOG.
Pursuant to our charter or STATUTS, the members of our Board of Directors
each serve for a three-year term. One-third of the directors are elected every
year, which may make it more difficult for our shareholders to replace the
Board of Directors. The Board of Directors has also been authorized by our
shareholders to increase our share capital in a tender offer or exchange offer
for the securities of ILOG, which could have an anti-takeover effect.
Enforceability of U.S. Judgments Against French Corporations, Directors and
Officers
Judgments of U.S. courts, including judgments against ILOG or its
directors or officers, based on the civil liability provisions of the federal
securities laws of the U.S. may not be enforceable in the Republic of France.
14
<PAGE>
No Dividends
We have not paid any cash dividends on our share capital to date. We
currently anticipate that we will keep any future earnings for use in our
business and, therefore, we do not anticipate paying any cash dividends in the
foreseeable future. Any dividend would be paid in French francs and under the
French Company Law (the "French Law") and our STATUTS, may only be paid from
pre-consolidated net income, as increased or reduced by any net income or loss
of ILOG carried forward from prior years.
Certain Matters Related to French Companies
As a French SOCIETE ANONYME, we need to comply with certain requirements
not generally applicable to U.S. corporations. For example, holders of ADSs
will be subject to voting procedures that are more complicated than for U.S.
jurisdictions. Our ability to increase our share capital depends on
shareholder approval at a shareholders' meeting. Shareholders must approve
any issuances of shares in a merger, or an acquisition of assets in exchange
for our shares. In the case of an extraordinary general meeting, the presence,
in person or by proxy, of shareholders holding one-third of the Shares upon
first notice and one-quarter of the Shares upon second notice is required for
a quorum. The complicated voting procedures under French Law, coupled with the
increasing practice of ADS holders not to exercise their voting rights, may
prevent us from obtaining a quorum for future shareholders' meetings. This may
impair our ability to take any action that requires shareholder approval.
Year 2000 Compliance Risks
We are aware that many currently installed information technology ("IT")
systems, such as computer systems and software products, as well as non-IT
systems that include embedded technology, were not designed to correctly
process dates after December 31, 1999. Our own component products have been
determined by us to be "Year 2000" compliant, although the customer
applications into which they are integrated may not be Year 2000 compliant.
We are also assessing the impact of such Year 2000 issues on our internal
IT and non-IT systems as well as on our customers, suppliers and service
providers. We plan to implement a new accounting system in 1999 and believe
that this will help us ensure that our own internal IT systems will be Year
2000 compliant. We estimate that the expenses we have incurred to date to
address Year 2000 issues have not been material and, although we have not
completed a full assessment of our Year 2000 readiness, we do not expect to
incur major expenses in this regard.
To date we have not identified any significant areas of non-compliance of
our products or IT systems and we expect that the assessment and plans for
remedial action for all of our products and non-IT systems will be completed
by the end of 1999. Further, we anticipate receiving assurances from our key
suppliers and service providers in addressing any Year 2000 issues which may
affect us, in particular from utility companies, telecommunication service
providers and other mission critical service providers that are outside our
control. Therefore, it may be difficult for us to ensure Year 2000 readiness
from such third parties. Considering the complex interrelationships among
Year 2000 issues both internal and external to us, we cannot be sure that we
will be able to identify and accurately evaluate all Year 2000 issues and
that unresolved or undetected internal and external Year 2000 issues will not
have a major adverse effect on our business and financial condition.
If any customers, suppliers or service providers fail to appropriately
address their Year 2000 issues, such failure could have an adverse effect on
our business, financial condition and results
15
<PAGE>
of operation. For example, because a significant percentage of the purchase
orders received from our customers are computer generated, a failure
of one or more of the computer systems of our customers could have a
significant adverse effect on the level and timing of orders from such
customers. Similarly, if Year 2000 problems are experienced by any of
our significant suppliers or service providers, such problems could cause
or contribute to delays or interruptions in the delivery of products or services
to us.
We may develop contingency plans if we do not timely complete all of our
remediation programs. Such contingency plans may also address Year 2000
issues relating to third parties who provide goods or services essential to
our business but fail to appropriately address their Year 2000 issues. Even
if these plans are completed on time and put in place, we cannot be sure that
unresolved or undetected internal and/or external Year 2000 issues will not
have an adverse effect on our business, financial condition and results of
operations.
Finally, disruption in the economy generally resulting from Year 2000
issues could also affect us.
Introduction of the Euro
The Euro is scheduled to be introduced on January 1, 1999 in eleven
European Monetary Union countries including France where we have our
headquarters and where a significant part of our worldwide operations is
based, and in Germany and Spain where we have sales subsidiaries. Existing
currencies however will continue to be used as legal tender through January 1,
2002. We believe that the introduction of the Euro will simplify the
conduct of our business in the above countries over time, however changes
and/or improvements will need to be made to our accounting and related
internal systems.
We have commenced planning and the training of our personnel to handle
the currency change and we are also assessing the impact of the Euro on our
internal IT and non-IT systems. We plan to implement a new accounting system
in 1999 and to modify certain existing systems to accommodate the
introduction of the Euro. We believe that such systems and system
modifications will help us to meet the accounting and reporting requirements
of the new currency.
We do not expect to have to make major investments, other than in IT
systems, to handle the changeover. However, we cannot be sure that new
systems will be introduced or existing systems modified in a timely and/or
effective manner such that we will be able to properly handle the changeover
to the Euro without causing a disruption to our business processes and
operations. This may result in an unfavorable impact on our business,
financial condition and results of operations.
16
<PAGE>
Enforceability of Civil Liabilities
ILOG is a French societe anonyme (a form of limited liability company),
organized under the laws of The Republic of France. The majority of ILOG's
directors and officers and certain of the experts named in this prospectus
are non-residents of the U.S., and a substantial portion of the assets of
ILOG and such persons are located outside the U.S. As a result, it may not be
possible for investors to effect service of process within the U.S. upon such
persons or to enforce against them or against ILOG judgments of courts of the
U.S. predicated upon the civil liability provisions of the federal securities
laws of the U.S. ILOG has been advised by Stibbe Simont Monahan Duhot &
Giroux, its French counsel, that if an original action is brought in the
Republic of France, predicated solely upon the U.S. federal securities laws,
French courts may not have the requisite jurisdiction to grant the remedies
sought and that actions for enforcement of judgments of U.S. courts, rendered
against the French persons referred to above, would require such French
persons to waive their right under Article 15 of the French Civil Code to be
sued in the Republic of France only. ILOG believes that no such French
persons have waived such right. In addition, actions in the U.S. under the
U.S. federal securities laws or otherwise could be affected under certain
circumstance by the French Law of July 16, 1980, which may preclude or
restrict the obtaining of evidence in the Republic of France or from French
persons in connection with such actions.
American Depositary Shares
Pursuant to a program sponsored by us, ordinary shares of ILOG are traded
in the United States in the form of American Depositary Shares ("ADSs"). Each
ADS represents one Share placed on deposit with Morgan Guaranty Trust Company
of New York, as depositary (the "Depositary") and issued and delivered by the
Depositary through its principal office in New York City at 60 Wall Street,
(36(th) Floor), New York, New York 10260. Under the Deposit Agreement, dated
February 13, 1997 and amended on August 13, 1998, among ILOG, the Depositary
and the holders from time to time of ADSs, Shares may be deposited with the
Paris office of Banque Paribas, as custodian, or any successors or to such
Custodian. The Depositary provides a variety of services to registered holders
of American Depositary Receipts, as more fully described in the Deposit
Agreement which was filed as an exhibit to our Registration Statement on Form
F-6 with the Securities and Exchange Commission on January 30, 1997 and
amended on August 13, 1998.
17
<PAGE>
Use of Proceeds
ILOG will not receive any proceeds from the sale of the ADSs offered hereby.
Selling Shareholders
The selling shareholders acquired the ADSs offered hereby in connection with
the merger of Compass into ILOG, Inc. effective as of August 31, 1998.
The following table sets forth certain information known to ILOG with
respect to the beneficial ownership of ILOG's Shares as of October 31, 1998 by
the selling shareholders (without regard to shares sold by such person pursuant
to this Prospectus). The following table assumes the selling shareholders sell
all of the ADSs offered hereby. ILOG is unable to determine the exact number of
Shares that will actually be sold.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING(1) SHARES OWNED
-------------------------- SHARES BEING AFTER
NUMBER PERCENT OFFERED (2) OFFERING
----------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Daniel Fylstra.................................................... 28,614 * 20,514 8,100
Robert Fourer..................................................... 4,559 * 4,559 --
Joseph Hootman(1)................................................. 2,959 * 1,706 1,253
</TABLE>
- ------------------------
* Represents less than 1% of the outstanding Shares
(1) Shares subject to options that are currently exercisable or exercisable
within 60 days of September 30, 1998 are deemed to be outstanding and to be
beneficially owned by the person holding such options for the purpose of
computing the percentage ownership of such person, but are not deemed to be
outstanding and to be beneficially owned for the purpose of computing the
percentage ownership of any other person.
(2) Each selling shareholder above is having only ILOG's Shares received by them
in connection with the Merger of Compass into ILOG, Inc. registered hereon. ILOG
is unaware of whether such selling shareholders intend to sell any, some or all
of such Shares. None, some or all of such Shares may be sold.
Plan of Distribution
The ADSs offered hereby are being offered directly by the selling
shareholders. ILOG has been advised by the selling shareholders that they
may sell all of the ADSs offered hereby from time to time during the 1 year
period following the date of this Prospectus in the over-the-counter market and
that sales will be made at prices prevailing at the times of such sales. The
selling shareholders may also make private sales at negotiated prices directly
or through a broker or brokers, who may act as agent or as principal or by a
combination of such methods of sale. The selling shareholders and any
underwriter, dealer or agent who participate in the distribution of such ADSs
may be deemed to be "underwriters" under the Securities Act, and any discount,
commission or concession received by such persons might be deemed to be an
underwriting discount or commission under the Securities Act.
Any broker-dealer participating in such transactions as agent may receive
commissions from the selling shareholders (and, if acting as agent for the
purchaser of such ADSs, from such purchaser). Usual and customary brokerage fees
will be paid by the selling shareholders. Broker-dealers may agree with the
selling shareholders to sell a specified number of ADSs at a stipulated price
per ADSs, and, to the extent such a broker-dealer is unable to do so acting as
agent for the any of the selling shareholders, to purchase as principal any
unsold ADSs at the price required to fulfill the broker-dealer commitment to any
of the
18
<PAGE>
selling shareholders. Broker-dealers who acquire ADSs as principal may
thereafter resell such ADSs from time to time in transactions (which may involve
crosses and block transactions and which may involve sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market, in negotiated transactions or by a combination of such
methods of sale or otherwise at market prices prevailing at the time of sale or
at negotiated prices, and in connection with such resales may pay to or receive
from the purchasers of such ADSs commissions computed as described above.
ILOG has advised the selling shareholders that the anti-manipulative Rules
10b-6 and 10b-7 under the Exchange Act may apply to sales in the market, has
furnished the selling shareholders with a copy of these Rules and has informed
the selling shareholders of the need for delivery of copies of this Prospectus.
The selling shareholders may indemnify any broker-dealer that participates in
transactions involving the sale of the ADSs against certain liabilities,
including liabilities arising under the Securities Act. Any commissions paid or
any discounts or concessions allowed to any such broker-dealers, and any
profits received on the resale of such ADSs, may be deemed to be underwriting
discounts and commissions under the Securities Act if any such broker-dealers
purchase shares as principal.
In order to comply with the securities laws of certain states, if
applicable, the ADSs will be sold in such jurisdictions only through registered
or licensed brokers or dealers. In addition, in certain states, the ADSs may not
be sold unless such ADSs have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
At the time a particular offer of the Shares registered hereunder is made,
if required, a Prospectus Supplement will be distributed that will set forth the
number of ADSs being offered and the terms of the offering including the name of
any underwriter, dealer or agent, the purchase price paid by any underwriter for
securities purchased from, any discount, commission and other item constituting
compensation and any discount, commission or concession allowed or reallowed or
paid to any dealer, and the proposed selling price to the public.
There can be no assurance that the selling shareholders will sell all or any
of the ADSs offered hereunder.
Legal Matters
The validity of the Shares corresponding to the ADSs offered hereby will be
passed upon for ILOG by Stibbe Simont Monahan Duhot & Giroux, French counsel to
ILOG.
Experts
The consolidated financial statements of ILOG S.A. incorporated by
reference in ILOG's Annual Report (Form 20-F) for the year ended June 30, 1998,
have been audited by Ernst & Young Audit, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
19
<PAGE>
ILOG S.A.
Part II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<S> <C>
Registration fee--Securities and Exchange Commission................ $ 66
Accountant's fees................................................... $ 1,000
Legal fees.......................................................... $ 5,000
Miscellaneous....................................................... $ 1,000
---------
Total............................................................... $ 7,066
---------
---------
</TABLE>
All of the above expenses will be paid by ILOG.
Item 15. Indemnification of Directors and Officers.
French law prohibits ILOG 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 status of ILOG from providing for the limitation
of liability of a member of the Board of Directors. These prohibitions may
adversely affect the ability of ILOG to attract and retain directors.
Generally, under French law, directors and officers will not be held personally
liable for decisions taken diligently and in the corporate interest of ILOG.
ILOG has entered into an agreement with each of its directors, its Chairman
and Chief Executive Officer, its Chief Operating Officer, its Chief Financial
Officer and other members of senior management designated by the Board of
Directors pursuant to which ILOG agreed to contract for and maintain liability
insurance against liabilities which may be incurred by such persons in their
respective capacities, including liabilities which may be incurred under the
U.S. federal and state securities laws, subject to certain limitations. ILOG
believes that entering into such agreements and maintaining appropriate
liability insurance for its directors and officers will assist ILOG in
attracting and retaining qualified individuals to serve as directors and
officers.
Item 16. Exhibits.
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ------------- -------------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Stibbe Simont Monahan Duhot & Giroux*
23.1 Consent of Ernst & Young Audit
23.2 Consent of Stibbe Simont Monahan Duhot & Giroux (contained in Exhibit 5.1)
</TABLE>
*Filed Previously
Item 17. Undertakings
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
II-1
<PAGE>
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 Act and will be governed by the final
adjudication of such issue.
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, amended;
(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 a prospectus filed with the
Commission pursuant to Rule 424(b) 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 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 Securities Exchange Act of 1934, as amended, that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities act of 1933, as amended, 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 of 1933, as amended, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of any employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934, as amended) 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.
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<PAGE>
Signatures
The registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Amendment No. 2 to Form F-3
and has duly caused the amended registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Mountain
View on December 30, 1998
<TABLE>
<S> <C> <C>
ILOG S.A.
By: /s/ PIERRE HAREN*
-----------------------------------------
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-3 has been signed by the following
persons in the capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------ --------------------------
<C> <S>
/s/ PIERRE HAREN*
- ------------------------------ Chairman and Chief
Pierre Haren Executive Officer
- ------------------------------ Chief Technology Officer
Patrick Albert
/s/ STUART BAGSHAW*
- ------------------------------ Chief Operating Officer
Stuart Bagshaw
- ------------------------------ Director and Technology
Dr. Robert Bixby Fellow
/s/ EDOUARD EFIRA* Executive Vice President,
- ------------------------------ International Strategic
Edouard Efira Alliances
/s/ ROGER FRIEDBERGER
- ------------------------------ Chief Financial Officer
Roger Friedberger
II-3
<PAGE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------ --------------------------
<C> <S>
/s/ TODD LOWE* Director and Executive
- ------------------------------ Vice President, CPLEX
Todd Lowe and ILOG Direct
/s/ JEAN POMMIER*
- ------------------------------ Vice President, Worldwide
Jean Pommier Professional Services
/s/ WILLIAM SCULL*
- ------------------------------ Vice President of
William Scull Worldwide Marketing
- ------------------------------ Director
Pascal Brandys
/s/ PHILIPPE CLAUDE*
- ------------------------------ Director
Philippe Claude
/s/ MARC FOURIER*
- ------------------------------ Director
Marc Fourier
- ------------------------------ Director
Jean-Francois Abramatic
/s/ FREDRIC HARMAN*
- ------------------------------ Director
Fredric Harman
/s/ STUART BAGSHAW*
- ------------------------------ Authorized Representative
Stuart Bagshaw in the U.S.
* By /s/ Roger Friedberger
--------------------------
Roger Friedberger
(Attorney-in-fact)
</TABLE>
II-4
