<PAGE>
As filed with the Securities and Exchange Commission on August 24, 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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INDUS INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-3273443
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
60 Spear Street
San Francisco, California 94105
(415) 904-5000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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1997 STOCK PLAN
COMPANY SHARE OPTION PLAN
1997 DIRECTOR OPTION PLAN
(Full title of the Plans)
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Henry C. Montgomery
Executive Vice President,
Finance and Administration and
Chief Financial Officer
60 Spear Street
San Francisco, CA 94105
(415) 904-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Copies to:
HENRY P. MASSEY, JR., ESQ.
PETER S. HEINECKE, 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 Each Class Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered (1) Per Share (2) Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value
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- 1997 Stock Plan 2,500,000 shares $6.71875 $16,796,875 $4,434.38
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- Company Share Option Plan 500,000 shares $6.71875 $ 3,359,375 $ 886.88
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- 1997 Director Option Plan 500,000 shares $6.71875 $ 3,359,375 $ 886.88
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Totals 3,500,000 shares $23,515,625 $6,208.14
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</TABLE>
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================================================================================
(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
shares authorized to be issued under the Indus International, Inc. 1997
Stock Plan, Indus International, Inc. Company Share Option Plan, and the
Indus International, Inc. 1997 Director Option Plan. The indicated number
of shares to be registered under the 1997 Stock Plan and the 1997 Director
Option Plan represents additional shares issuable under those plans that
are not covered by prior registration statements.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee.
The computation is based upon the average of the high and low price of the
Common Stock as reported on the Nasdaq National Market on August 22, 2000.
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES.
Indus International, Inc. (the "Registrant") previously filed (i) a
Registration Statement on Form S-8 with the Securities and Exchange Commission
(the "Commission") on or about October 2, 1997 (SEC File No. 333-36995) (the
"Indus 1997 S-8"), filed in connection with The Indus Group, Inc. 1992 Stock
Option Plan, The Indus Group, Inc. 1995 Stock Option Plan, The Indus Group, Inc.
1995 Director Option Plan, Indus International, Inc. 1997 Director Option Plan,
Indus International, Inc. 1997 Employee Stock Purchase Plan, Indus
International, Inc. 1997 Stock Plan, TSW International, Inc. 1984 Stock Option
Plan, TSW International, Inc. 1994 Stock Option Plan, TSW International, Inc.
1995 Stock Option Plan for Outside Directors, TSW International, Inc.
Consultants Plan, and the TSW International, Inc. Options, and (ii) a
Registration Statement on Form S-8 with the Commission on or about January 12,
1999 (SEC File No. 333-70475) (the "Indus 1999 S-8"), filed in connection with
the Indus International, Inc. 1997 Stock Plan (the Indus 1997 S-8 and the Indus
1999 S-8 shall collectively be referred to herein as the "Previous Forms S-8").
This Registration Statement registers (i) additional shares of the Registrant's
Common Stock to be issued under the Indus International, Inc. 1997 Stock Plan,
as amended, (ii) shares of the Registrant's Common Stock to be issued under the
Indus International, Inc. Company Share Option Plan, and (iii) additional shares
of the Registrant's Common Stock to be issued under the Indus International,
Inc. 1997 Director Option Plan. The contents of the Previous Forms S-8,
including periodic reports that the Registrant filed, or shall file, after the
Previous Forms S-8 to maintain current information about the Registrant, are
incorporated by reference into this Registration Statement pursuant to General
Instruction E of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information heretofore filed by the Registrant
with the Commission are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended December 31,
1999, filed with the Commission on April 14, 2000 pursuant to Section 13 of
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
as amended by (i) Amendment No. 1 to Form 10-K on Form 10-K/A filed on May
1, 2000, and (ii) Amendment No. 2 to Form 10-K on Form 10-K/A filed on May
19, 2000.
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2000, filed with the Commission on August 14, 2000 pursuant to
Section 13 of the Exchange Act.
(c) The Registrant's Registration Statement on Form S-4 (SEC File 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.
Item 6. Indemnification of Directors and Officers.
See Item 6 of the Indus 1999 S-8, as incorporated by reference herein.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
regarding the validity of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of counsel (see Exhibit 5.1).
24.1 Power of Attorney (see page II-3).
II-1
<PAGE>
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 that 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-2
<PAGE>
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 24th day
of August, 2000.
INDUS INTERNATIONAL, INC.
By: /s/ Kent O. Hudson
--------------------------------------
Kent O. Hudson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kent O. Hudson and Henry C. Montgomery,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her 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 or her substitute or substitutes, may do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Kent O. Hudson President and Chief Executive August 24, 2000
----------------------------------------- Officer, Director (Principal
Kent O. Hudson Executive Officer)
/s/ Henry C. Montgomery Executive Vice President, Finance August 24, 2000
----------------------------------------- and Administration, Chief
Henry C. Montgomery Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
/s/ Richard H. Beatty Director August 24, 2000
-----------------------------------------
Richard H. Beatty
/s/ Robert W. Felton Director August 24, 2000
-----------------------------------------
Robert W. Felton
/s/ William H. Janeway Director August 24, 2000
-----------------------------------------
William H. Janeway
/s/ Joseph P. Landy Director August 24, 2000
-----------------------------------------
Joseph P. Landy
Director
-----------------------------------------
Jeanne D. Wohlers
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Exhibit Document
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<C> <S>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, regarding the validity of the securities being
registered, filed herewith.
23.1 Consent of Ernst & Young LLP, Independent Auditors, filed herewith.
23.2 Consent of Counsel (see Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-3)
</TABLE>
II-4
