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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 1998
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 of (I.R.S. Employer
incorporation or organization) Identification Number)
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 1997 STOCK OPTION PLAN
(Full title of the Plan)
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
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Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Offering
Title of Securities to be Registered Registered Per Share(1) Price(1) Amount of Registration Fee(1)
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<S> <C> <C> <C> <C>
Common Stock, no par value per share 1,203,782 shares $13.97 $16,816,834.54 $4,960.97
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(1) Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee on
the basis of the average of the high and low sales prices of the
Registrant's Common Stock on June 1, 1998.
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EXPLANATORY STATEMENT
Pursuant to General Instruction E to Form S-8, the contents of the
Registrant's Registration Statement on Form S-8 (Registration No. 333-41503)
originally filed with the Securities and Exchange Commission on December 4, 1998
(the "Prior Registration Statement") are incorporated herein by reference,
except for Items 3 and 8 of Part II of the Prior Registration Statement. This
Registration Statement covers 1,203,782 shares which, together with the
1,350,000 shares available under the Prior Registration Statement constitute the
2,553,782 shares issuable under the Registrant's 1997 Stock Option Plan.
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 Registrant's Annual Report on form 10-K for the year ended
December 31, 1997, filed with the Commission on March 31, 1998;
(b) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998, filed with the Commission on May 15, 1998; and
(c) the description of the Common Stock, no par value per share of
the Registrant ("Common Stock") included in the Registrant's Registration
Statement on Form 8-A, filed with the Commission on May 22, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registraion
Statement and prior to the termination of the offering of the Shares of Common
Stock offered hereby shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof.
The Company hereby undertakes to provide without charge to each person
to whom this Registration Statement has been delivered, upon the written or oral
request of any such person, a copy of any and all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents which
are not specifically incorporated by reference into the information that this
Registration Statement incorporates). Written or telephone requests should be
directed to Richard Dobb, Esq., General Counsel, Melita International
Corporation, 5051 Peachtree Corners Circle, Norcross, Georgia 30092, telephone
number (770) 239-4000.
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:
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Exhibit No. Description
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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, File No. 33-22855)
dated March 6, 1997
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, File
Number 33-22855) dated March 6, 1997
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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 of
this Registration Statement)
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SIGNATURES
Pursuant to the requirements of the Securities Act, the 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 8th day of
June, 1998.
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.
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<S> <C> <C>
/s/ Aleksander Szlam Chairman of the Board June 8, 1998
- ------------------------------ and Chief Executive Officer
Aleksander Szlam (Principal Executive Officer)
/s/ Mark B. Adams Vice President-Finance and Chief June 8, 1998
- ------------------------------ Financial Officer (Principal
Mark B. Adams Financial and Accounting Officer)
/s/ Donald L. House Director June 8, 1998
- ------------------------------
Donald L. House
/s/ Don W. Hubble Director June 8, 1998
- ------------------------------
Don W. Hubble
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EXHIBIT 5.1
[MORRIS, MANNING & MARTIN LETTERHEAD]
June 8, 1998
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 up to 1,203,782 additional shares of the
Company's common stock, no par value per share ("Shares"), issuable pursuant to
the Melita International Corporation 1997 Stock Option Plan (the "Plan").
We have examined and are familiar with the originals or copies of
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 Plan 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 Plan, 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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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 January 30, 1998
included in Melita International Corporation's Form 10-K for the year ended
December 31, 1997 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 3, 1998
