<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1998
REGISTRATION NO. 333-52007
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
PRE-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
TSI INTERNATIONAL SOFTWARE LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7372 06-1132156
(PRIMARY STANDARD (I.R.S. EMPLOYER
(STATE OR OTHER INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.)
JURISDICTION OF CODE NUMBER)
INCORPORATION OR
ORGANIZATION)
---------------
45 DANBURY ROAD
WILTON, CT 06897
(203) 761-8600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
CONSTANCE F. GALLEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TSI INTERNATIONAL SOFTWARE LTD.
45 DANBURY ROAD
WILTON, CT 06897
(203) 761-8600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------
COPIES TO:
MARK C. STEVENS, ESQ. LAWRENCE S. WITTENBERG, ESQ.
JEFFREY R. VETTER, ESQ. MICHAEL A. CONZA, ESQ.
SCOTT J. LEICHTNER, ESQ. SHANE K. COBB, ESQ.
FENWICK & WEST LLP TESTA, HURWITZ & THIBEAULT, LLP
TWO PALO ALTO SQUARE HIGH STREET TOWER
PALO ALTO, CA 94306 125 HIGH STREET
(650) 494-0600 BOSTON, MA 02110
(617) 248-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of 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 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. [_]
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth expenses, other than the underwriting
discount and commissions, to be paid by the Registrant in connection with this
offering. All amounts shown are estimates except for the Securities and
Exchange Commission registration fee, the NASD filing fee and the Nasdaq
National Market filing fee:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............. $ 27,544
NASD filing fee................................................. 9,837
Nasdaq National Market filing fee............................... 17,500
Accounting fees and expenses.................................... 150,000
Legal fees and expenses......................................... 150,000
Printing and engraving expenses................................. 100,000
Blue sky fees and expenses...................................... 15,000
Transfer agent and registrar fees and expenses.................. 12,500
Miscellaneous................................................... 17,619
--------
Total......................................................... $500,000
========
</TABLE>
- --------
* To be filed by amendment
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty
as a director to the fullest extent permitted by the Delaware General
Corporation Law. As permitted by Section 145 of the Delaware General
Corporation Law, the Bylaws of the Registrant provide that (i) the Registrant
is required to indemnify its directors and executive officers and the
directors and executive officers to the fullest extent permitted by the
Delaware General Corporation Law, (ii) to the fullest extent permitted by the
Delaware General Corporation Law, the Registrant is required to advance all
expenses, as incurred, to its directors and executive officers in connection
with a legal proceeding (subject to certain exceptions), (iii) the rights
conferred in the Bylaws are not exclusive, (iv) the Registrant may, in its
discretion indemnify or advance expenses to persons whom the Registrant is not
obligated to indemnify or advance expenses; (v) the Registrant is authorized
to enter into indemnification agreements with its directors, officers,
employees and agents or any person serving at the request of the Registrant as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including employee benefit plans and
(vi) the Registrant may not retroactively amend the Bylaw provisions relating
to indemnification.
The Registrant has entered into indemnity agreements with each of its
directors and executive officers. The indemnity agreements provide that
directors and executive officers will be indemnified and held harmless to the
fullest possible extent permitted by law including against all expenses
(including attorneys' fees), judgments, fines and settlement amounts paid or
reasonably incurred by them in any action, suit or proceeding, including any
derivative action by or in the right of the Registrant, on account of their
services as directors, officers, employees or agents of the Registrant or as
directors, officers, employees or agents of any other company or enterprise
when they are serving in such capacities at the request of the Registrant. The
Registrant will not be obligated pursuant to the agreements to indemnify or
advance expenses to an indemnified party with respect to proceedings or claims
(i) initiated by the indemnified party and not by way of defense, except with
respect to a proceeding authorized by the Board and successful proceedings
brought to enforce a right to indemnification under the indemnity agreements,
(ii) for any amounts paid in settlement of a proceeding unless the Registrant
consents to such settlement; (iii) on account of any suit in which
<PAGE>
judgment is rendered against the indemnified party for an accounting of
profits made from the purchase or sale by the indemnified party of securities
of the Registrant pursuant to the provisions of (S)16(b) of the Securities
Exchange Act of 1934 and related laws; (iv) on account of conduct by an
indemnified party that is finally adjudged to have been in bad faith or
conduct that the indemnified party did not reasonably believe to be in, or not
opposed to, the best interests of the Registrant; (v) on account of any
criminal action or proceeding arising out of conduct that the indemnified
party had reasonable cause to believe was unlawful; or (vi) if a final
decision by a court having jurisdiction in the matter shall determine that
such indemnification is not lawful.
The indemnity agreement requires a director or executive officer to
reimburse the Registrant for expenses advanced only to the extent it is
ultimately determined that the director or executive officer is not entitled,
under Delaware law, the Bylaws, his or her indemnity agreement or otherwise to
be indemnified for such expenses. The indemnity agreement provides that it is
not exclusive of any rights a director or executive officer may have under the
Certificate of Incorporation, Bylaws, other agreements, any majority-in-
interest vote of the stockholders or vote of disinterested directors, Delaware
law, or otherwise.
The indemnification provision in the Bylaws, and the indemnity agreements
entered into between the Registrant and its directors and executive officers,
may be sufficiently broad to permit indemnification of the Registrant's
directors and executive officers for liabilities arising under the Securities
Act.
The Registrant maintains directors and officers liability insurance with a
per claim and annual aggregate coverate limit of $10.0 million.
Reference is made to the following documents filed as exhibits to this
Registration Statement regarding relevant indemnification provisions described
above and elsewhere herein:
<TABLE>
<CAPTION>
DOCUMENT EXHIBIT NUMBER
-------- --------------
<S> <C>
Form of Underwriting Agreement............................. 1.01
Registrant's Certificate of Incorporation.................. 3.01
Registrant's Bylaws........................................ 3.02
1989 Stock Purchase Agreement, as amended.................. 4.03
Form of Indemnification Agreement.......................... 10.06
</TABLE>
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The following table sets forth information regarding all securities sold by
the Registrant and its Connecticut predecessor since May 1, 1994.
<TABLE>
<CAPTION>
AGGREGATE
NUMBER PURCHASE FORM OF
CLASS OF PURCHASERS DATE OF SALE TITLE OF SECURITIES OF SHARES PRICE CONSIDERATION
------------------- ------------ ------------------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Officers, directors and 05/94-06/97 Options to Purchase 783,100 -- --
employees Shares of Common Stock
granted under the
Company's 1993 Stock
Option Plan (1)
Officers, directors and 05/94-06/97 Common Stock purchased 71,910 $ 23,970 cash
employees upon exercise of stock
options
Mitsui & Co., Ltd., May 15, 1997 Series E Convertible 50,000 $1,000,000 cash
Mitsui Knowledge Preferred Stock
Industry Co., Ltd. and
Nippon Venture Capital
Co., Ltd.
</TABLE>
- --------
(1) With respect to the grant of stock options, exemption from registration
under the Securities Act was unnecessary in that none of such transactions
involved a "sale" of securities as such term is used in Section 2(3) of
the Securities Act.
<PAGE>
All sales of Common Stock made pursuant to the exercise of stock options
granted under the Registrant's stock option plan and issuances to independent
contractors were made pursuant to the exemption from the registration
requirements of the Securities Act afforded by Rule 701 promulgated under the
Securities Act.
The sales on May 15, 1997 were made in reliance on Registration S
promulgated under the Securities Act or Section 4(2) of the Securities Act
and/or Regulation D promulgated under the Securities Act. This sale was made
to three purchasers, two of which are affiliated, in connection with a
distribution arrangement without general solicitation or advertising. The
purchasers were not United States residents and were sophisticated investors
with access to all relevant information necessary to evaluate the investment
who represented to the Registrant that the shares were being acquired for
investment.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed herewith:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<C> <S>
1.01 --Form of Underwriting Agreement.+
3.01 --Amended and Restated Certificate of Incorporation.(1)
3.02 --Registrant's Bylaws.(1)
4.01 --Form of Specimen Certificate for Registrant's Common Stock.(1)
4.02 --Stockholders Agreement dated as of June 1, 1989, as amended.(1)
4.03 --1989 Stock Purchase Agreement dated as of June 1, 1989, as
amended.(1)
5.01 --Opinion of Fenwick & West LLP regarding legality of the securities
being issued.
10.01 --Registrant's 1993 Stock Option Plan and related documents.(1)
10.02 --Registrant's 1997 Equity Incentive Plan.(1)
10.03 --Registrant's 1997 Directors Stock Option Plan.(1)
10.04 --Registrant's 1997 Employee Stock Purchase Plan.(1)
10.05 --Registrant's Profit Participation Plan.(1)
10.06 --Form of Indemnification Agreement entered into by Registrant with
each of its directors and executive officers.(1)
10.07 --Lease Agreement dated as of January 2, 1990 between Registrant and
Robert D. Scinto, as amended.(1)
10.08 --Office Building Lease dated as of February 4, 1994 between
Registrant and American National Bank and Trust Company of Chicago,
not individually but solely as Trustee under Trust No. 42978, as
amended.(1)
10.09 --Lease Agreement dated as of July 1, 1996 between Registrant and
Boca Corners, L.P., Ltd., as amended.(1)
10.10 --Credit Agreement dated as of July 31, 1994 between Registrant and
The Bank of New York, as amended.(1)
10.11 --Security Agreement dated as of July 31, 1994 between Registrant
and The Bank of New York.(1)
10.12 --Guarantee Agreement dated as of August 22, 1994 by and between the
Connecticut Development Authority and The Bank of New York, as
amended.(1)
10.13 --Letter Agreement, between Registrant and Constance Galley.(1)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<C> <S>
10.14 --Letter Agreement dated as of December 5, 1995 between Registrant
and Eric Amster.(1)
10.15 --Letter Agreement dated as of October 5, 1995, between Registrant
and Ira Gerard.(1)
10.16 --Letter Agreement dated as of January 1, 1994 between Registrant
and Edward Watson.(1)
10.17 --Letter Agreement dated as of October 1, 1994, between Registrant
and Saydean Zeldin.(1)
10.18 --Series E Preferred Stock Purchase Agreement dated as of May 15,
1997 between the Company and the Purchasers named therein.(1)
23.01 --Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02 --Consent of KPMG Peat Marwick LLP, Independent Accountants.+
24.01 --Power of Attorney (see Page II-5 of this Registration Statement).
27.01 --Financial Data Schedule (EDGAR version only).+
</TABLE>
- --------
+ Previously filed.
(1) Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 (File No. 333-27293) and incorporated herein by reference.
(b) The following financial statement schedule is filed herewith:
Schedule II -- Valuation and Qualifying Accounts
Other financial statement schedules are omitted because the information
called for is not required or is shown either in the Financial Statements or
the Notes thereto.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
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 provisions described under Item 14 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Wilton, State of Connecticut, on the
29th day of May, 1998.
TSI INTERNATIONAL SOFTWARE LTD.
/s/ Constance F. Galley
By: _________________________________
CONSTANCE F. GALLEY
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
In accordance with the requirements of the Securities Act, this Amendment was
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<S> <C>
NAME TITLE DATE
PRINCIPAL EXECUTIVE OFFICER:
/s/ Constance F. Galley President, Chief May 29, 1998
_____________________________________ Executive Officer
CONSTANCE F. GALLEY and a Director
PRINCIPAL FINANCIAL AND
PRINCIPAL ACCOUNTING OFFICER:
/s/ Ira A. Gerard Vice President, May 29, 1998
_____________________________________ Finance and
IRA A. GERARD Administration and
Chief Financial
Officer
</TABLE>
<PAGE>
<TABLE>
<S> <C>
NAME TITLE DATE
DIRECTORS:
* Director May 29, 1998
_____________________________________
STEWART K.P. GROSS
* Director May 29, 1998
_____________________________________
ERNEST E. KEET
* Director May 29, 1998
_____________________________________
JOHN J. PENDRAY
* Director May 29, 1998
_____________________________________
DENNIS G. SISCO
/s/ Ira A. Gerard Attorney-in-Fact May 29, 1998
* By: _______________________________
IRA A. GERARD
</TABLE>
<PAGE>
EXHIBIT 5.01
------------
May 29, 1998
TSI International Software Ltd.
45 Danbury Road
Wilton, CT 06897-0840
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-1
(File No. 333-52007) (the "Registration Statement") filed by you with the
------------------------
Securities and Exchange Commission (the "Commission") on May 7, 1998, as
------------
subsequently amended, in connection with the registration under the Securities
Act of 1933, as amended, of an aggregate of 4,037,650 shares of your Common
Stock (the "Stock"), of which up to 1,426,650 shares are expected to be sold by
-------
you, up to 2,228,719 are presently issued and outstanding and will be sold by
certain selling stockholders (the "Selling Stockholders") and 382,281 shares are
----------------------
being sold upon exercise of a warrant to be sold to the underwriters by a
Selling Stockholder. The Stock is to be sold to the underwriters named in the
Registration Statement for resale to the public.
In rendering this opinion, we have examined the following:
(1) the Registration Statement, together with the Exhibits filed as a
part thereof or incorporated by reference therein;
(2) the Prospectus prepared in connection with the Registration
Statement;
(3) the minutes of meetings and actions by written consent of the
stockholders and Board of Directors that are contained in your minute
books and the minute books of your predecessor TSI International
Ltd., a Connecticut corporation, that are in our possession;
(4) the stock records that you have provided to us (consisting of a list
of stockholders issued by The Bank of New York dated as of April
1998 and a list of option and warrant holders respecting your capital
stock and of any rights to purchase capital stock that was prepared
by you and dated April 29, 1998);
(5) a Management Certificate addressed to us and dated of even date
herewith executed by the Company containing certain factual and other
representations;
<PAGE>
TSI International Software Ltd.
May 29, 1998
Page 2
(6) your registration statement on Form 8-A (File Number 000-22667) filed
with the Commission on June 6, 1997, together with the order of
effectiveness issued by the Commission therefor on July 2, 1997;
(7) the Custody Agreement, Transmittal Letter and Powers of Attorney
signed by the Selling Stockholders in connection with the sale of
Stock described in the Registration Statement; and
(8) the Stock Option Grants of each of Eric A. Amster and Edward J.
Watson
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the legal capacity of all natural persons executing the same, the lack
of any undisclosed terminations, modifications, waivers or amendments to any
documents reviewed by us and the due execution and delivery of all documents
where due execution and delivery are prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information included in the documents referred
to above. We have made no independent investigation or other attempt to verify
the accuracy of any of such information or to determine the existence or
non-existence of any other factual matters; however, we are not aware of any
--------
facts that would lead us to believe that the opinion expressed herein is not
accurate.
We are admitted to practice law in the State of California, and we express
no opinion herein with respect to the application or effect of the laws of any
jurisdiction other than the existing laws of the United States of America and
the State of California and (without reference to case law or secondary sources)
the existing Delaware General Corporation Law.
Based upon the foregoing, it is our opinion that the up to 2,228,719 shares
of Stock to be sold by the Selling Stockholders pursuant to the Registration
Statement and the 382,281 shares of Stock to be sold upon exercise of a warrant
to be sold to the underwriters by a Selling Stockholder pursuant to the
Registration Statement are legally issued and nonassessable and, to our
knowledge, fully paid, and that the up to 1,426,650 shares of Stock to be issued
and sold by you, when issued and sold in accordance in the manner referred to in
the Prospectus associated with the Registration Statement, will be validly
issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Prospectus constituting a part thereof and any
amendments thereto.
<PAGE>
TSI International Software Ltd.
May 29, 1998
Page 3
This opinion speaks only as of its date and we assume no obligation to
update this opinion should circumstances change after the date hereof. This
opinion is intended solely for your use as an exhibit to the Registration
Statement for the purpose of the above sale of the Stock and is not to be relied
upon for any other purpose.
Very truly yours
FENWICK & WEST LLP
By: /s/ Mark Stevens
------------------------
Partner
