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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 1997
REGISTRATION NO. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MELITA INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 58-1378534
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
5051 PEACHTREE CORNERS CIRCLE
NORCROSS, GEORGIA 30092-2500
(770) 239-4000
(Address of registrant's principal executive offices, including zip code and
telephone number, including area code)
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MELITA INTERNATIONAL CORPORATION 1992 DISCOUNTED STOCK OPTION PLAN,
1997 STOCK OPTION PLAN AND EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
ALEKSANDER SZLAM COPY TO:
CHIEF EXECUTIVE OFFICER JOHN FRANKLIN SMITH, ESQ.
MELITA INTERNATIONAL CORPORATION LARRY W. SHACKELFORD, ESQ.
5051 PEACHTREE CORNERS CIRCLE MORRIS, MANNING & MARTIN, L.L.P.
NORCROSS, GEORGIA 30092-2500 1600 ATLANTA FINANCIAL CENTER
(770) 239-4000 3343 PEACHTREE ROAD, N.E.
ATLANTA, GEORGIA 30326
(404) 233-7000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Proposed Maximum
Offering Price Proposed Maximum Amount of
Amount to be Per Share Aggregate Offering Registration
Title of Securities to be Registered Registered (1) (2)(3) Price (2)(3) Fee (3)
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<S> <C> <C> <C> <C>
Common Stock, no par value per share 1,600,000 shares $8.69 $8,499,941.56 $2,507.48
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</TABLE>
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(1) Represents 1,350,000 shares of Common Stock reserved for issuance
by Registrant under the Melita International Corporation 1997
Stock Option Plan (the "1997 Plan") and the 1992 Discounted Stock
Option Plan (the "1992 Plan") and 250,000 shares of Common Stock
registered for issuance by Registrant under the Melita
International Corporation Employee Stock Purchase Plan (the
"Employee Plan"). (The 1997 Plan, the 1992 Plan and the Employee
Plan are collectively referred to herein as the "Plans").
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Calculated pursuant to Rule 457(c) and (h) of the Securities Act
of 1933, as amended. Accordingly, the price per share or the
Common Stock offered hereunder pursuant to the Plans is based on
(i) 483,459 shares of Common Stock reserved for issuance under
the Plans, but not subject to outstanding stock options whose
exercise price is determinable, at a price of $8.69 per share,
which is the average of the highest and lowest selling price per
share of the Common Stock on the Nasdaq National Market on
December 2, 1997, and (ii) 1,116,541 shares of Common Stock
subject to options already granted at a weighted average exercise
price of $3.85 per share.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees and/or directors of Melita International Corporation
(the "Company") as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with the instructions of Part I of
Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Company's Prospectus dated June 4, 1997 filed pursuant to
Rule 424(b) under the Securities Act, which contains audited financial
statements for the Company's latest fiscal year for which such statements have
been filed.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1997 and September 30, 1997.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated May 22, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment indicating that all securities offered under the Plans
have been sold or deregistering all securities then remaining unsold thereunder,
shall be deemed to be incorporated herein by reference and shall be deemed to be
a part hereof from the date of filing thereof.
Any statement contained in any document incorporated or deemed to be
incorporated by reference into the Prospectus shall be deemed to be modified or
superseded for purposes thereof to the extent that a statement contained therein
or in any other subsequently filed document that is also incorporated or deemed
to be incorporated therein by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall now be deemed, accepted so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
A description of the Company's Common Stock is incorporated by
reference under Item 3.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Legal matters in connection with the shares of Common Stock offered
hereby were passed upon by Morris, Manning & Martin, L.L.P., Atlanta, Georgia.
Members of Morris, Manning & Martin, L.L.P. hold an aggregate of 1,100 shares of
Common Stock.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Bylaws provide that the liability of the Company's
officers and directors for monetary damages shall be limited to the fullest
extent permissible under Georgia law. This limitation of liability does not
affect the availability of injunctive relief or other equitable remedies.
The Company's Amended and Restated Bylaws provide that the Company
shall indemnify each of its directors and officers to the extent that he or she
is or was a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that such person is or was
a director, officer, employee or agent of the Company, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with such action, suit or proceeding; provided, however, that no
indemnification shall be made for (i) any appropriation, in violation of his
duties, of any business opportunity of the Company, (ii) acts or omissions which
involve intentional misconduct or a knowing violation of law, (iii) any
liability under Section 14-2-832 of the GBCC, which relates to unlawful payments
of dividends and unlawful stock repurchases and redemptions, or (iv) any
transaction from which he or she derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 Amended and Restated Articles of
Incorporation of Melita International
Corporation (incorporated by reference to
Exhibit 3.3 to the Company's Registration
Statement on Form S-1, Registration Number
33-22855)
4.2 Amended and Restated Bylaws of Melita
International Corporation (incorporated by
reference to Exhibit 3.4 to the Company's
Registration Statement on Form S-1,
Registration Number 33-22855)
5.1 Opinion of Morris, Manning & Martin,
L.L.P. as to the legality of the
securities being registered
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Morris, Manning & Martin,
L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included on page 6)
</TABLE>
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and 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 Exchange Act that are incorporated by reference in
the 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 the registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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 the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 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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SIGNATURES
Pursuant to the requirements of the Securities Act, the undersigned
Registrant 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 Norcross, State of Georgia, on this the 4th day of
December, 1997.
MELITA INTERNATIONAL CORPORATION
By: /s/ Aleksander Szlam
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Aleksander Szlam
Chairman of the Board and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures
appears below constitutes and appoints Aleksander Szlam and Mark B. Adams, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement relating to
the registration of shares of common stock on Form S-8 and to sign any and all
amendments (including post effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing required or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute, could lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
/s/ Aleksander Szlam Chairman of the Board December 4, 1997
- ---------------------- and Chief Executive Officer
Aleksander Szlam (Principal Executive Officer)
/s/ J. Neil Smith Director December 4, 1997
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J. Neil Smith
/s/ Mark B. Adams Vice President-Finance and Chief December 4, 1997
- ---------------------- Financial Officer (Principal
Mark B. Adams Financial and Accounting Officer)
/s/ Donald L. House Director December 4, 1997
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Donald L. House
s/ Don W. Hubble Director December 4, 1997
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Don W. Hubble
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Exhibit 5.1
December 4, 1997
Melita International Corporation
5051 Peachtree Corners Circle
Norcross, Georgia 30092-2500
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Melita International Corporation, a
Georgia corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, pursuant to a Registration Statement on
Form S-8, of a proposed offering of (i) 1,350,000 shares of the Company's common
stock, no par value per share ("Shares"), issuable pursuant to the Melita
International Corporation 1997 Stock Option Plan and 1992 Discounted Stock
Option Plan (the "1992 Plan") and (ii) 250,000 Shares issuable pursuant to the
Melita International Corporation Employee Stock Purchase Plan (together with
the 1997 Plan and the 1992 Plan, the "Plans").
We have examined and are familiar with the originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records, and other instruments relating to the incorporation of the
Company and to the authorization and issuance of Shares under the Plans as would
be necessary and advisable for purposes of rendering this opinion. Based upon
and subject to the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued as contemplated by the Plans, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Company's registration statement on Form S-8.
Very truly yours,
MORRIS, MANNING & MARTIN, L.L.P.
/s/ Morris, Manning & Martin, L.L.P.
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ARTHUR ANDERSEN LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 28, 1997
included in Melita International Corporation's Prospectus dated June 4, 1997
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Atlanta, Georgia
December 1, 1997
