The Index to Exhibits is on Page II-6 of this document.
As filed with the Securities and Exchange Commission on January 12, 1999
Registration No. 333- __________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------------------------
INDUS INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
Delaware 94-3273443
- --------------------- -----------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
60 Spear Street
San Francisco, CA 94105
(Address of principal executive offices)
--------------------
INDUS INTERNATIONAL, INC. 1997 STOCK PLAN
(Full title of the Plan)
--------------------
WILLIAM J. GRABSKE
Chief Executive Officer
INDUS INTERNATIONAL, INC.
60 Spear Street
San Francisco, CA 94105
(415) 904-5000
(Name, address and telephone number of agent for service)
--------------------
Copies to:
HENRY P. MASSEY, JR., ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
===============================================================================
<PAGE>
CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered(1) Share(2) Price Fee
- ----------------------------- ------------- --------- ------------- -----------
<S> <C> <C> <C> <C>
Common Stock $0.001 par value
("Common Stock"), to be
issued under the Indus
International, Inc. 1997
Stock Plan................... 2,500,000 $5.56 $13,906,250 $3,865.94
------------- --------- ------------- -----------
TOTAL................. 2,500,000 $5.56 $13,906,250 $3,865.94
===============================================================================
</TABLE>
(1) For the sole purpose of calculating the registration fee, the
number of shares to be registered under this Registration Statement is
the number of additional shares authorized to be issued as of the date
of this Registration Statement under the Indus International, Inc. 1997
Stock Plan.
(2) Estimated in accordance with Rule 457(h) under the Securities Act
of 1933, as amended, solely for the purpose of calculating the total
registration fee. Computation based upon the average of the high and
low prices of the Registrant's Common Stock as reported on the Nasdaq
National Market on January 11, 1999 because the prices at which options
to be granted in the future may be exercised or the prices at which
shares may be purchased in the future are not currently determinable.
II-1
<PAGE>
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference
The following documents and information heretofore filed by Indus
International, Inc. (the "Registrant") with the Securities and Exchange
Commission (the "Commission") are hereby incorporated 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
pursuant to Section 13 of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), as amended by Amendment
No. 1 to Form 10-K on Form 10-K/A filed on July 16, 1998.
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1998, filed with the Commission on
November 13, 1998 pursuant to Section 13 of the Exchange Act.
The Registrant's Current Report on Form 8-K, filed with the
Commission on November 2, 1998 pursuant to Section 13 of the
Exchange Act.
The Registrant's Current Report on Form 8-K, filed with the
Commission on September 15, 1998 pursuant to Section 13 of the
Exchange Act.
The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1998, filed with the Commission on
August 14, 1998 pursuant to Section 13 of the Exchange Act.
The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998, filed with the Commission on May
15, 1998 pursuant to Section 13 of the Exchange Act.
(c) The Registrant's Registration Statement on Form S-4 (No. 333-
33113) filed with the Commission on August 17, 1997.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
II-2
Item 6. Indemnification of Directors and Officers
The Registrant's Certificate of Incorporation, as amended, limits
the liability of directors to the maximum extent permitted by Delaware
law. Delaware law provides that directors of a corporation will not be
personally liable for monetary damages for breach of their fiduciary
duties as directors, except for liability (i) for any breach of their
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payment of dividends or
unlawful stock repurchases or redemptions as provided in Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify
its officers and directors and may indemnify its employees and other
agents to the fullest extent permitted by law. The Registrant's Bylaws
also permit the Registrant to secure insurance on behalf of any officer,
director, employee or other agent for any liability arising out of his or
her actions in such capacity, regardless of whether the Registrant would
have the power to indemnify him or her against such liability under the
Delaware General Corporation Law. The Registrant currently has secured
such insurance on behalf of its officers and directors.
In addition to indemnification provided for in the Registrant's
Bylaws, the Registrant's directors and officers are entitled to enter
into indemnification agreements with the Registrant. These
indemnification agreements contain provisions that are in some respects
broader than the specific indemnification provisions contained in the
Delaware General Corporation Law. The indemnification agreements may
require the Registrant, among other things, to indemnify such persons
against certain liabilities that may arise by reason of their status and
service as directors or officers (other than liabilities arising from
willful misconduct of a culpable nature) and to advance their expenses
incurred as a result of any proceeding against them as to which they
could be indemnified. The Registrant has not entered into any such
indemnification agreement with any current or prior director or officer.
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
23.1 Consent of Independent Auditors.
23.3 Consent of Counsel (see Exhibit 5.1).
24.1 Power of Attorney (see Page II-5).
II-3
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 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.
(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 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 of 1933,
as amended (the "Securities Act") each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of 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 an 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 Delaware General Corporations
Law, the Certificate of Incorporation of the Registrant, the Bylaws of
the Registrant, Indemnification Agreements entered into between the
Registrant and its officers and directors, 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.
II-4
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 San Francisco, State of
California, on this 12th day of January, 1999.
INDUS INTERNATIONAL, INC.
By: /s/ William J. Grabske
--------------------------
William J. Grabske
Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints William J. Grabske and
Albert J. Wood, jointly and severally, his attorneys-in-fact, each with
the power of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8, and to file the
same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------- --------------------------------- ----------------
<S> <C> <C>
/s/ William J. Grabske Chief Executive Officer and January 12, 1999
- --------------------------- Director (Principal Executive
(William J. Grabske) Officer)
/s/ Albert J. Wood Vice President of Finance, January 12, 1999
- --------------------------- Treasurer and Acting Chief
(Albert J. Wood) Financial Officer (Principal
Financial and Accounting Officer)
/s/ William H. Janeway Director January 12, 1999
- ---------------------------
(William H. Janeway)
/s/ Joseph P. Landy Director January 12, 1999
- ---------------------------
(Joseph P. Landy)
/s/ Alan G. Merten Director January 12, 1999
- ---------------------------
(Alan G. Merten)
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
--------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (see Exhibit 5.1).
24.1 Power of Attorney (see Page II-5).
II-6
Exhibit 5.1
January 8, 1999
Indus International, Inc.
60 Spear Street
San Francisco, CA 94105
Re:Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed
by Indus International, Inc. (the "Company") with the Securities and
Exchange Commission on or about January 12, 1999 (the "Registration
Statement") in connection with the registration under the Securities Act
of 1933, as amended, of an additional 2,500,000 shares of Common Stock
(the "Shares") reserved for issuance under the Indus International, Inc.
1997 Stock Plan (the "Plan"). As your counsel, we have examined the
proceedings taken and are familiar with the proceedings proposed to be
taken by you in connection with said issuance and sale of the Shares
pursuant to the Plan.
It is our opinion that, upon completion of the proceedings being
taken or contemplated by us to be taken prior to the issuance and sale of
the Shares pursuant to the Plan, and upon completion of the proceedings
being taken in order to permit such transaction to be carried out in
accordance with the securities laws of the various states where required,
the Shares, when issued and sold in the manner referred to in the Plan
and the Registration Statement, will be legally and validly issued,
fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Regis-
tration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement, including the prospectus
constituting a part thereof, and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the
Registration Statement (Form S-8) of our reports dated January 27, 1998
with respect to the consolidated financial statements of Indus International,
Inc. incorporated by reference in its Annual Report (Form 10-K) for the year
ended December 31, 1997 and the related financial statement schedule
included therein, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Palo Alto, California
January 8, 1999
