As filed with the Securities and Exchange Commission on January 16, 2001
Registration No.333-
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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AremisSoft Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 68-0413929
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(State of incorporation) (IRS Employer Identification No.)
Goldsworth House
Denton Way
Woking, Surrey GU21 3LG
United Kingdom
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(Address of Principal Executive Offices) (Zip Code)
Emerging Markets Nonqualified Stock Option Agreement for
Twenty-Six (26) Employees
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(Full title of the plans)
Roys Poyiadjis
President and Chief Executive Officer
AremisSoft Corporation
Sentry Office Plaza
216 Haddon Avenue, Suite 607
Westmont, New Jersey 08108
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(Name and address of agent for service)
(856) 869-0770
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be Registered (1) be Registered Offering Price Per Share Aggregate Offering Price Registration Fee
--------------------- -------------- ------------------------- ------------------------- ----------------
Common Shares,
$.001 par value 440,000 $13.625 - $20.00(2) $6,568,750 $1,735.00
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
outstanding shares of Common Stock of AremisSoft Corporation.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h)(1) under the Securities Act of
1933, as amended (the "Securities Act"). The offering price per share and
the aggregate offering price are based upon (a) 350,000 shares issuable to
certain employees pursuant to the form of Emerging Markets Non-Qualified
Stock Option Agreement with an exercise price of $13.625 per share, and (b)
90,000 shares issuable to certain employees pursuant to the form of
Emerging Markets Nonqualified Stock Option Agreement with an exercise price
of $20.00 per share.
<PAGE>1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed or to be filed by us with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
registration statement.
- Annual Report on Form 10-K for the fiscal year ended December 31,
1999;
- Current Report on Form 8-K filed on December 30, 1999 (as amended on
Form 8-K/A filed on March 6, 2000);
- Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
- Proxy Statement for our Annual Stockholders Meeting held on April 20,
2000;
- Quarterly Report on Form 10-Q for the quarter ended June 30, 2000;
- Quarterly Report on Form 10-Q for the quarter ended September 30,
2000;
- Current Report on Form 8-K filed on December 8, 2000;
- Current Report on Form 8-K filed on December 19, 2000;
- Current Report on Form 8-K filed on January 5, 2001;
- Current Report on Form 8-K filed on January 10, 2001; and
- The description of our common stock contained in Form 8-A filed with
the Commission on April 5, 1999, and any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by us pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities and Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment 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 herein and to be a part of this
registration statement from the date of the 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.
Our certificate of incorporation contains provisions eliminating or
limiting director liability to us and our stockholders for monetary damages
arising from acts or omissions in the capacity as a director. The provisions do
not, however, eliminate the personal liability of a director for any breach of a
director's duty of loyalty to us or our stockholders, for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law or for any transaction from which the director derived an improper personal
benefit. In addition, these provisions do not eliminate personal liability,
under a negligence standard, for violations of Delaware statutory provisions
<PAGE>2
concerning unlawful dividends or stock repurchases or redemptions. This
provision offers persons who serve on our board of directors protection against
awards of monetary damages resulting from breaches of their duty of care, except
as discussed above. As a result, our ability or our stockholders' ability to
successfully prosecute an action against a director for breach of his or her
duty of care is limited. However, the provision does not affect the availability
of equitable remedies such as an injunction or rescission based upon a
director's breach of his duty of care.
Our certificate of incorporation and bylaws also provide that we will
indemnify our directors and officers to the fullest extent permitted by
applicable law, subject to limited exceptions against liabilities arising by
reason of their status or services as an officer or director.
We have entered into separate indemnification agreements with our directors
and some of our officers that require us to, among other things, advance
expenses as a result of any proceeding against them and to which they could be
indemnified. We may, from time to time, agree to provide similar indemnification
to our employees and agents.
The employment agreements with Dr. Kyprianou and Mr. Poyiadjis also provide
that we will indemnify these individuals for any losses, costs, damages or
expenses incurred as a direct consequence of the discharge of their duties or by
reason of their status as our agents.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Bartel Eng & Schroder, Counsel to the Registrant
10.29 Form of Emerging Markets Nonqualified Stock Option Agreement
23.1 Consent of Bartel Eng & Schroder (included in Exhibit 5.1)
23.2 Consent of PKF (formerly Pannell Kerr Forster), Chartered Accountants
24.1 Power of Attorney (included on signature pages)
Item 9. Undertakings.
A. The undersigned 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(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 paragraphs A(1)(i) and A(1)(ii) shall not apply if the information
to be included in a post effective amendment by those paragraphs is contained in
<PAGE>3
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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 herein, 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 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 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 herein, 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.
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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 New York City, State of New York on January , 2001. AremisSoft
Corporation, a Delaware corporation
By: /s/ ROYS POYIADJIS
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Roys Poyiadjis
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of AremisSoft Corporation, a
Delaware corporation, do hereby constitute and appoint Dr. Lycourgos K.
Kyprianou and Roys Poyiadjis, and either of them, the lawful attorneys-in-fact
and agents with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, and either
one of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys or agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
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.
Signature Date
/s/ DR. LYCOURGOS K. KYPRIANOU, January 16, 2001
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Dr. Lycourgos K. Kyprianou,
Chairman of the Board
/s/ ROYS POYIADJIS January 16, 2001
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Roys Poyiadjis,
President and Chief Executive Officer
/s/ MICHAEL TYMVIOS January 16, 2001
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Michael Tymvios,
Chief Financial Officer
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/s/ DANN V. ANGELOFF January 16, 2001
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Dann V. Angeloff,
Director
/s/ GEORGE H. ELLIS January 15, 2001
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George H. Ellis,
Director
/s/ H. TATE HOLT January 16, 2001
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H. Tate Holt,
Director
/s/ NOEL VOICE January 15, 2001
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Noel Voice,
Director
/s/ M.C. MATHEWS January 16, 2001
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M.C. Mathews,
Director
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Theodoros Fessas,
Director
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George Papadopoulos,
Director
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John Malamas,
Director
