As filed with the Securities and Exchange Commission on February 25, 2000
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FUNDTECH
(Exact Name of Registrant as Specified in its Charter)
ISRAEL N/A
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
12 HA'HILAZON STREET
RAMAT GAN 52522, ISRAEL
011-972-3-575-2750
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
FUNDTECH LTD 1996 EMPLOYEE STOCK OPTION PLAN FOR THE EMPLOYEES OF FUNDTECH LTD.
FUNDTECH LTD. 1999 EMPLOYEE OPTION PLAN
FUNDTECH LTD. 1997 STOCK OPTION PLAN FOR FUNDTECH CORPORATION
1997 ISRAELI SHARE OPTION PLAN
FUNDTECH LTD. DIRECTORS OPTION PLAN
(Full Title of Plan)
FUNDTECH CORPORATION
30 MONTGOMERY STREET
JERSEY CITY, NJ 07302
(201) 946-1100
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
COPIES TO:
DAVID P. STONE, ESQ. MICHAEL S. HYMAN, ESQ.
WEIL, GOTSHAL & MANGES LLP C/O FUNDTECH CORPORATION
767 FIFTH AVENUE 30 MONTGOMERY STREET
NEW YORK, NEW YORK 10153 JERSEY CITY, NEW JERSEY 07302
TELEPHONE: (212) 310-8000 TELEPHONE: (201) 946-1100
FACSIMILE: (212) 310-8007 FACSIMILE: (201) 946-1313
----------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
TITLE OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO TO BE MAXIMUM MAXIMUM REGISTRATION
BE REGISTERED REGISTERED(1) OFFERING AGGREGATE FEE
PRICE PER OFFERING
SHARE(2) PRICE(2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ORDINARY SHARES, PAR 934,747 $31.75 $29,678,217 $7,836
VALUE NIS 0.01 PER SHARE
===================================================================================================================================
(1) Includes an aggregate of 934,747 Ordinary Shares issuable pursuant to
the exercise of options under the Fundtech Ltd. 1996 Employee Stock
Option Plan for the Employees of Fundtech Ltd., the Fundtech Ltd.
1999 Employee Option Plan, the Fundtech Ltd. 1997 Stock Option Plan
for Fundtech Corporation, the 1997 Israeli Share Option Plan, and the
Fundtech Ltd. Directors Option Plan, plus such indeterminate number
of Ordinary Shares as may be issued to prevent dilution resulting
from stock dividends, stock splits or similar transactions in
accordance with Rule 416 under the Securities Act of 1933.
(2) Computed solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
based upon the average of the high and low prices of the Ordinary
Shares of Fundtech Ltd. as quoted on the Nasdaq National Market on
February 18, 2000.
================================================================================
</TABLE>
NY2:\882487\01\46984.0001
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), along with
other documents required to be delivered to eligible employees pursuant to Rule
428(b) or additional information about the Fundtech Ltd. 1996 Employee Stock
Option Plan for the Employees of Fundtech Ltd., the Fundtech Ltd. 1999 Employee
Option Plan, the Fundtech Ltd. 1997 Stock Option Plan for Fundtech Corporation,
the 1997 Israeli Share Option Plan, and the Fundtech Ltd. Directors Option Plan,
and their administrators, are available without charge by contacting:
Fundtech Ltd.
c/o Fundtech Corporation
30 Montgomery Street
Jersey City, New Jersey 07302
Telephone: (201) 946-1100
Facsimile: (201) 946-1313
Attention: Michael S. Hyman
The shares covered by this registration statement are being offered
pursuant to an exemption from the obligation to publish a prospectus in a manner
required pursuant to the Securities Law of the State of Israel. Nothing in such
exemption shall be construed as authenticating the matters contained herein or
as an approval of their reliability or adequacy or as an expression of opinion
as to the quality of the securities covered hereby.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission (File No.
333-08304) by Fundtech Ltd. (the "Company") are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (the "Annual Report");
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999;
(c) The Company's Current Report on Form 8-K dated January 18, 1999;
April 23, 1999; June 11, 1999; June 29, 1999, July 21, 1999; and
October 12, 1999; and
(d) The description of the Company's Ordinary Shares, par value NIS 0.01
per share (the "Ordinary Shares"), contained in the Company's
Registration Statement on Form S-1, filed with the Commission
pursuant to Section 12 of the Exchange Act on March 30, 1999,
including any other amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered 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 a part hereof from the date
of filing of 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.
Our Articles of Association provide that, to the extent permitted by
the Israeli Companies Law, 1999 (the ""Companies Law"), we may indemnify our
Office Holders (as defined in the Companies Law) for liability or expense
incurred by any such Office Holder as a result of an act done by him in his
capacity as an Office Holder, as follows: (i) a financial liability imposed on
him in favor of another person by a court
II-1
<PAGE>
judgment, including a settlement judgment or an arbitrator's award approved by a
court, and (ii) reasonable litigation expenses, including attorneys' fees,
expended by such Office Holder or charged to him by a court, in proceedings
filed against him by us or on our behalf or by another person, or in a criminal
charge from which he was acquitted, or in a criminal charge of which he was
convicted of a crime which does not require a finding of criminal intent. The
Companies Law and our Articles of Association provide that, subject to certain
limitations, we may undertake in advance to indemnify our Office Holders. Our
Articles of Association provide that, to the extent permitted by the Companies
Law, we may enter into a contract for the insurance of the liability of an
Office Holder, in respect of a liability imposed on him as a result of an act
done by him in his capacity as an Office Holder, in any of the following: (i)
breach of his duty of care to Fundtech or to another person, (ii) breach of his
duty of loyalty to us, provided that the Office Holder acted in good faith and
had reasonable grounds to assume that such act would not harm the Company, and
(iii) financial liability imposed upon him in favor of another person. In
addition, our Articles of Association provide that, to the extent permitted by
the Companies Law, we may release an Office Holder, in advance, from liability,
in whole or in part, for damages resulting from a breach of his duty of care to
us. Under the Companies Law, we may not indemnify or procure insurance for the
liability of an Office Holder, or release an Office Holder from his liability,
in respect of any of the following: (i) breach of duty of loyalty, except (with
respect to indemnification and insurance) to the extent described above, (ii) an
intentional or reckless breach of the duty of care, (iii) an act done with the
intent to unlawfully realize personal gain or (iv) a criminal fine or penalty
imposed on him.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
4.1 Form of Ordinary Share Certificate, filed as Exhibit 4.1 to the
Company's Registration Statement on Form F-1, as amended (Commission
Registration No. 333-08304), and incorporated herein by reference.
4.2 Fundtech Ltd. 1996 Employee Stock Option Plan for the Employees of
Fundtech Ltd. (English Summary), filed as Exhibit 10.4 to the
Company's Registration Statement on Form F-1, as amended (Commission
File No. 333-08304), and incorporated hereby by reference.
4.3 Fundtech Ltd. 1997 Stock Option Plan for Fundtech Corporation, filed
as Exhibit 10.6 to the Company's Registration Statement on Form F-1,
as amended (Commission Registration No. 333-08304), and incorporated
herein by reference.
II-2
<PAGE>
4.4 Fundtech Ltd. December 1997 Israeli Share Option Plan, filed as
Exhibit 10.7 to the Company's Registration Statement on Form F-1, as
amended (Commission Registration No. 333-08304), and incorporated
herein by reference.
4.5 Fundtech Ltd. Directors Option Plan., filed as Exhibit 4.6 to the
Company's Registration Statement on Form S-8, as amended (Commission
Registration No. 333-9380), and incorporated herein by reference.
4.6 Fundtech Ltd. 1999 Employee Option Plan, filed as Annex A to the
Company's Proxy Statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934, and incorporated herein by reference.
4.7 Amended Memorandum of Association of the Company, filed as Exhibit
3.1 to the Company's Registration Statement on Form F-1, as amended
(Commission Registration No. 333-08304), and incorporated herein by
reference.
4.8 Amended and Restated Articles of Association of the Company, filed as
Exhibit 3.2 to the Company's Registration Statement on Form F-1, as
amended (Commission Registration No. 333-08304), and incorporated
herein by reference.
5 Opinion and Consent of Counsel of the Company.
23(a) Consent of Kost Forer & Gabbay, a member of Ernst & Young
International
23(b) Consent of Counsel of the Company (included in Exhibit 5).
24 Power of Attorney (included as part of this Registration Statement).
II-3
<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:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the Registration Statement; and
(iii) 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;
provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by the foregoing paragraphs is
contained in periodic reports, filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act, that are
incorporated by reference 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, each filing of the registrant's annual report pursuant to
Section 13(a) or Section
II-4
<PAGE>
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 the 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
foregoing provisions, 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.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Ramat Gan, State of Israel, on this 24th day of
February, 2000.
Fundtech Ltd.
By: /s/ Reuven Ben-Menachem
--------------------------------------------
Name: Reuven Ben-Menachem
Title: Chairman of the Board, President and
Chief Executive Officer
II-1
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Reuven Ben-Menachem and Michael Carus,
and each of them, his/her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him/her and in his/her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his/her substitute or substitutes, may
lawfully 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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Reuven Ben-Menachem
- --------------------------------------------- Chairman of the Board, President and February 24, 2000
Reuven Ben-Menachem Chief Executive Officer
/s/ George M. Lieberman
- --------------------------------------------- Director February 24, 2000
George M. Lieberman
/s/ Jay B. Morrison
- --------------------------------------------- Director February 24, 2000
Jay B. Morrison
/s/ Achi Racov
- --------------------------------------------- Director February 24, 2000
Achi Racov
- --------------------------------------------- Director February 24, 2000
Rina Shainski
/s/ Eddy Shalev
- --------------------------------------------- Director February 24, 2000
Eddy Shalev
- --------------------------------------------- Director February 24, 2000
Rimon Ben Shaoul
/s/ Michael Carus
- --------------------------------------------- Executive Vice President, February 24, 2000
Michael Carus Chief Operating Officer and
Chief Financial Officer
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.1 Form of Ordinary Share Certificate, filed as Exhibit 4.1 to the
Company's Registration Statement on Form F-1, as amended (Commission
Registration No. 333-08304), and incorporated herein by reference.
4.2 Fundtech Ltd. 1996 Employee Stock Option Plan for the Employees of
Fundtech Ltd. (English Summary), filed as Exhibit 10.4 to the
Company's Registration Statement on Form F-1, as amended (Commission
File No. 333-08304), and incorporated hereby by reference.
4.3 Fundtech Ltd. 1996 Employee Stock Option Plan for the Employees of
Fundtech Ltd. (English Summary), filed as Exhibit 10.4 to the
Company's Registration Statement on Form F-1, as amended (Commission
File No. 333-08304), and incorporated hereby by reference.
4.4 Fundtech Ltd. 1997 Stock Option Plan for Fundtech Corporation, filed
as Exhibit 10.6 to the Company's Registration Statement on Form F-1,
as amended (Commission Registration No. 333-08304), and incorporated
herein by reference.
4.5 Fundtech Ltd. December 1997 Israeli Share Option Plan, filed as
Exhibit 10.7 to the Company's Registration Statement on Form F-1, as
amended (Commission Registration No. 333-08304), and incorporated
herein by reference.
4.6 Fundtech Ltd. Directors Option Plan., filed as Exhibit 4.6 to the
Company's Registration Statement on Form S-8, as amended (Commission
Registration No. .333-9380), and incorporated herein by reference
4.7 Fundtech Ltd. 1999 Employee Option Plan, filed as Annex A to the
Company's Proxy Statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934, and incorporated herein by reference.
4.8 Amended Memorandum of Association of the Company, filed as Exhibit
3.1 to the Company's Registration Statement on Form F-1, as amended
(Commission Registration No. 333-08304), and incorporated herein by
reference.
4.9 Amended and Restated Articles of Association of the Company, filed as
Exhibit 3.2 to the Company's Registration Statement on Form F-1, as
amended (Commission File No. 333-08304), and incorporated herein by
reference.
5 Opinion and Consent of Counsel of the Company.
23(a) Consent of Kost, Forer and Gabbay, a member of Ernst & Young
International.
23(b) Consent of Counsel of the Company (included in Exhibit 5).
24 Power of Attorney (included as part of this Registration Statement).
February 24, 2000
Fundtech Ltd.
12 Ha'hilazon Street
Ramat Gan 52522, Israel
Ladies and Gentlemen:
You have asked me to render my opinion as to the matters hereinafter
set forth.
For purposes hereof, I have examined original, photostatic or
certified copies of the Amended Memorandum of Association and the Amended and
Restated Articles of Association of Fundtech Ltd., an Israeli company (the
"Company"), and corporate minutes and records of the Company provided to me by
the Company which I have deemed necessary or relevant as a basis for the
opinions hereinafter expressed. In such examination, I have assumed the legal
capacity of natural persons, the genuineness of all signatures, the authenticity
of all documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as copies, and that the documents
examined by me are in full force and effect and have not been amended,
supplemented or otherwise modified. As to various questions of fact material to
the opinions expressed herein, I have relied, without independent investigation,
upon the certificates of officers of the Company and public officials.
I do not opine as to the laws of any jurisdiction other than the
State of Israel as the same are in force on the date hereof.
Based upon and subject to the foregoing, I am of the opinion that the
shares to be issued by the Company, upon the exercise of options pursuant to the
terms of the Fundtech Ltd. 1999 Employee Option Plan, the Fundtech Ltd. 1997
Stock Option Plan for Fundtech Corporation, the Fundtech Ltd. 1997 Israeli Share
Option Plan, the Fundtech Ltd. 1996 Employee Stock Option Plan for the Employees
of Fundtech Ltd. and the Fundtech Ltd. Directors Option Plan (collectively, the
"Plans"), have been duly authorized by the Company and, when issued, delivered
and paid for in accordance with the provisions of the Plans, will be validly
issued, fully paid and nonassessable.
I consent to the filing of this opinion with the Securities and
Exchange Commission under the Securities Act of 1933 (as amended) as an exhibit
to the Company's Registration Statement on Form S-8 relating to the Plans.
Very truly yours,
/s/ Michael S. Hyman
Michael S. Hyman, Esq.
Exhibit 23(a)
-------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) of Fundtech Ltd. pertaining to the Fundtech Ltd. 1999
Employee Option Plan, the Fundtech Ltd. 1997 Stock Option Plan for Fundtech
Corporation, the 1997 Israeli Share Option Plan, the Fundtech Ltd. 1996 Employee
Stock Option Plan for the Employees of Fundtech Ltd. and the Fundtech Ltd.
Directors Option Plan, of our report, dated March 30, 1999, with respect to the
consolidated financial statements of Fundtech Ltd. included in its Annual Report
(Form 10-K) for the year ended December 31, 1998, and filed with the Securities
and Exchange Commission.
Kost, Forrer & Gabbey
Tel Aviv, Israel
February 25, 2000
