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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 25, 2000
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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ESHARE COMMUNICATIONS, INC.
(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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ESHARE COMMUNICATIONS, INC. 2000 STOCK OPTION PLAN
(Full title of the Plan)
ALEKSANDER SZLAM COPY TO:
CHIEF EXECUTIVE OFFICER JOHN FRANKLIN SMITH, ESQ.
ESHARE COMMUNICATIONS, INC. 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 Proposed Maximum
Amount to be Maximum Offering Aggregate Offering Price
Title of Securities to be Registered Registered Price Per Share(1) (1) Amount of Registration Fee(1)
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<S> <C> <C> <C> <C>
Common Stock, no par value per share 3,387,511 shares $6.1235 $20,743,445 $5,476.27
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(1) Computed in accordance with Rule 457(c) and (h) of the Securities Act
of 1933, based on the high and low prices of the common stock offered
hereby on the Nasdaq National Market on July 24, 2000.
(2) The proposed maximum aggregate offering price of the Common Stock
offered hereunder is based on (i) 3,310,663 shares subject to options
previously granted at a weighted average exercise price of $6.13 per
share and (ii) 76,848 shares not subject to outstanding options but
reserved for issuance at an assumed exercise price of $6.0312 per
share.
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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 3,387,511 shares which, together with the
2,553,782 shares available under the Prior Registration Statement constitute the
5,941,293 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, 1999, filed with the Commission on March 30, 2000;
(b) the Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, filed with the Commission on May 15, 2000; 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 Prospectus 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 Prospectus and
to be a part hereof.
The Company hereby undertakes to provide without charge to each person
to whom this Prospectus 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 Prospectus
incorporates). Written or telephone requests should be directed to Richard Dobb,
Esq., General Counsel, eShare Communications, Inc., 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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3.1 Amended and Restated Articles of Incorporation of eShare Communications, Inc.
(incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Company's
Registration Statement on Form S-1, File No. 33-22855) dated March 28, 1997.
3.2 Amended and Restated Bylaws of eShare Communications, Inc. (incorporated by
reference to Exhibit 3.4 to Amendment No. 1 to the Company's Registration
Statement on Form S-1, File Number 33-22855) dated March 28, 1997.
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<S> <C>
5.1 Opinion of Morris, Manning & Martin, L.L.P. as to the legality of the
securities being registered.
10.1 Amendment No. 2 to the Registrant's 1997 Stock Option Plan.
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 5 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 25th day of
July, 2000.
ESHARE COMMUNICATIONS, INC.
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 signature
appears below constitutes and appoints Aleksander Szlam and James Tito, 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 July 25, 2000
------------------------------------ and Chief Executive Officer
Aleksander Szlam (Principal Executive Officer)
/s/ George W. Landgrebe Chief Operating Officer and July 25, 2000
------------------------------------ Chief Financial Officer
George W. Landgrebe (Principal Financial and
Accounting Officer)
/s/ James Tito President and July 25, 2000
------------------------------------ Vice Chairman of the Board
James Tito
/s/ Donald L. House Director July 25, 2000
------------------------------------
Donald L. House
/s/ Andrew J. Filipowski Director July 25, 2000
------------------------------------
Andrew J. Filipowski
/s/ Jack Pellicci Director July 25, 2000
------------------------------------
Jack Pellicci
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