As filed with the Securities and Exchange Commission on September 12, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
BROKAT AKTIENGESELLSCHAFT
(Exact name of registrant as specified in its charter)
FEDERAL REPUBLIC OF GERMANY NOT APPLICABLE
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
-----------------------------------------
BROKAT Aktiengesellschaft
Industriestrasse 3
D-70565 Stuttgart
Federal Republic of Germany
+49 711 788-44-0
(Address of Issuer's Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED
2000 STOCK OPTION PLAN FOR EMPLOYEES
OF GEMSTONE SYSTEMS, INC. AND ITS AFFILIATES
AND
AMENDED AND RESTATED
1992 STOCK OPTION PLAN FOR EMPLOYEES OF
GEMSTONE SYSTEMS, INC. AND ITS AFFILIATES
(Full title of the plans)
BROKAT Americas, Inc.
600 Pinnacle Court, Suite 655
Norcross, GA 30071
(Name and address of agent for service)
(678) 533-4777
(Telephone number, including area code, of agent for service)
--------------------
COPIES TO:
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<CAPTION>
<S> <C> <C>
Mark S. Bergman, Esq. Hans-Peter Berger, Esq. Dr. Gerhard Wegen
Paul, Weiss, Rifkind, Wharton & General Legal Counsel Gleiss Lutz Hootz Hirsch
Garrison BROKAT Aktiengesellschaft Maybachstrasse 6, D-70469
1285 Avenue of the Americas Industriestrasse 3 Stuttgart
New York, NY 10019 D-70565 Stuttgart Federal Republic of Germany
Federal Republic of Germany
</TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
============================== ===================== ======================== ======================== ========================
Proposed Maximum Proposed Maximum
Title of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Share (3) Price (3) Registration Fee (3)
------------------------------ --------------------- ------------------------ ------------------------ ------------------------
<S> <C> <C> <C> <C> <C>
Ordinary Shares, no par value 505,153 shares (1)(2) $129.86 $65,599,168.58 $17,318.18
------------------------------ --------------------- ------------------------ ------------------------ ------------------------
</TABLE>
(1) Consists of Ordinary Shares to be made available under the Plans,
including Ordinary Shares that may in the future be delivered in the
form of American Depositary Shares representing the right to receive
Ordinary Shares, or multiples or fractions thereof, if and when such
American Depositary Shares are registered pursuant to a separate
Registration Statement on Form F-6. All such Ordinary Shares are
issuable upon exercise of outstanding options with fixed exercise
prices.
(2) Pursuant to Rule 416 under the Securities Act of 1933, this
registration statement shall be deemed to cover any additional
securities to be offered or issued from stock splits, stock dividends
or similar transactions.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act of
1933. The aggregate offering price and the registration fee have been
computed upon the basis of the price at which the options may be
exercised. The estimate is based upon the average of the high and low
prices for the Ordinary Shares quoted on the Neuer Markt of the
Frankfurt Stock Exchange on September 7, 2000 and on an exchange rate
of $1.00 to 0.8740 euros, the noon buying rate in New York City for
cable transfers payable in euros as certified for customs purposes by
the Federal Reserve Bank of New York on September 7, 2000.
<PAGE>
EXPLANATORY NOTE
The Section 10(a) prospectus being delivered by BROKAT
Aktiengesellschaft (the "Company" or "Brokat") to participants in the (a)
Amended and Restated 2000 Stock Option Plan for Employees of GemStone Systems,
Inc. and Its Affiliates and (b) Amended and Restated 1992 Stock Option Plan for
Employees of GemStone Systems, Inc. and Its Affiliates (collectively, the
"Plans") as required by Rule 428 under the Securities Act of 1933, as amended,
has been prepared in accordance with the requirements of Form S-8 and relates to
Ordinary Shares, no par value (the "Shares"), issuable upon exercise of
outstanding options under the Plans. The Plan information required in the
Section 10(a) prospectus is included in documents being maintained and delivered
by the Company as required by Rule 428 under the Securities Act of 1933. The
Company shall provide to participants in the Plans a written statement advising
them of the availability without charge, upon written or oral request, of
documents incorporated by reference herein, as is required by Item 2 of Part I
of Form S-8.
<PAGE>
PART I
INFORMATION REQUIRED IN
THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed in the Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed in the Registration Statement.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company's Registration Statement on Form F-4 (Registration
Statement No. 333-37780) as filed with the Securities and Exchange Commission is
incorporated herein by reference.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities registered pursuant to this registration statement
have been sold or which deregister all securities then remaining unsold, shall
be deemed to be incorporated by reference into this registration statement and
to be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed documents which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
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ITEM 4. DESCRIPTION OF SECURITIES
GENERAL
SUBSCRIBED SHARE CAPITAL
As of August 15, 2000, Brokat had a subscribed share capital of euro
27,311,184 consisting of 27,311,184 Brokat ordinary shares, all of which are
issued in bearer form and are freely transferable. All Brokat ordinary shares
are no par value shares (STUCKAKTIEN). The portion of the share capital
attributable to each share is euro 1.00. There are no unpaid contributions to
the subscribed capital.
AUTHORIZED AND CONTINGENT CAPITAL
Under the German Stock Corporation Act, the shareholders may authorize
the management board to issue shares with the consent of the supervisory board.
The shareholders shall give this authorization for a specific amount of shares,
not exceeding 50% of the issued share capital at the time the authorization is
given. This authorization may not be valid for more than five years.
AUTHORIZED CAPITAL
Brokat's articles of association authorize the management board,
subject to the supervisory board's consent, to increase Brokat's share capital
at any time, until June 30, 2003. Brokat's management board may issue new
ordinary shares in return for cash and non-cash contributions on one or more
occasions for a maximum aggregate amount of euro 10,337,589 (referred to as
authorized capital I). The management board, with the supervisory board's
approval, may decide not to give effect to Brokat's shareholders' preemptive
right. The increase in the number of ordinary shares comprising the authorized
capital I will become effective, and the newly issued shares will be considered
issued and outstanding, as soon as the capital increase is registered with the
German commercial register.
In addition, the articles of association authorize the management
board, subject to the supervisory board's consent, to further increase Brokat's
share capital at any time, until June 30, 2003. Brokat's management board may
issue new shares in return for cash and non-cash contributions on one or more
occasions for a maximum aggregate amount of euro 2,600,000 (referred to as
authorized capital II). The management board, with the supervisory board's
approval, may decide not to give effect to Brokat's shareholders' preemptive
right, so long as the subscription price for the newly issued shares is not
materially below the market price of exchange-traded shares of the same class.
The increase in the number of ordinary shares comprising the authorized capital
II will become effective, and the newly issued shares will be considered issued
and outstanding, as soon as the capital increase is registered with the German
commercial register.
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CONTINGENT CAPITAL
Brokat's articles of association provide for two types of contingent
share capital (referred to as contingent capital I and contingent share capital
II). There are, in the aggregate, 2,409,629 ordinary shares, for a value of euro
2,409,629, included in contingent share capital I. This contingent share capital
I may only be used to enable members of the management boards and employees of
Brokat and its affiliated companies to exercise options to purchase ordinary
shares of Brokat that they have or may receive. The ordinary shares comprising
contingent share capital I will be issued and outstanding to the extent such
members of the management board and employees exercise their options.
There are, in the aggregate, 2,600,000 ordinary shares, for a value of
euro 2,600,000, included in contingent share capital II. This contingent share
capital II may be used to enable holders of the convertible bonds that have been
issued pursuant to a decision of Brokat's shareholders, to convert their bonds
into ordinary shares. The ordinary shares comprising contingent share capital II
will be issued and outstanding to the extent the bondholders exercise their
conversion right.
DEVELOPMENT OF SHARE CAPITAL
On November 18, 1999, the shareholders decided to:
o convert Brokat's share capital from Deutsche marks into euro
at the official exchange rate of euro 1 = DM 1.95583 (Brokat's
share capital was then euro 22,879,266.09);
o increase the maximum aggregate amount of authorized capital I
and II up to euro 10,800,000 and euro 2,600,000;
o issue ordinary shares as a consideration for the conversion of
reserves into share capital, increasing Brokat's issued and
outstanding share capital by euro 3,969,506.91 from euro
22,879,266.09 to euro 26,848,773.00; and
o amend Brokat's articles of association by stating that each
ordinary share held would represent 3 ordinary shares, no par
value, bringing the share capital to 26,848,773 ordinary
shares without par value, but a portion of the share capital
attributable to each share is euro 1.00.
On May 26, 2000, the shareholders decided to:
o increase the authorized share capital by euro 2,600,000 (up to
a maximum bonds to convert their bonds into ordinary shares
(contingent capital II); and
o authorize Brokat to purchase its own shares for 18 months
starting May 26, 2000, and for a maximum aggregate amount of
10% of the share capital (which was euro 27,311,184 at that
date).
3
<PAGE>
On August 14, 2000, the management board resolved to increase the
amount of ordinary shares comprising the authorized capital I by issuing
2,648,748 new ordinary shares. As a result, Brokat's authorized share capital
would increase from euro 27,331,184 to euro 29,959,932. The supervisory board
authorized the capital increase by decisions dated August 21, 2000. The capital
increase became effective with entry in the commercial register on August 29,
2000.
On August 14, 2000, Brokat's management board also decided to increase
the amount of ordinary shares comprising authorized capital I by issuing 96,149
new ordinary shares. The supervisory board authorized the capital increase by
decisions dated August 21, 2000. As a result, Brokat's share capital increased
from euro 29,959,932 to euro 30,056,081. This capital increase will become
effective with entry in the commercial register in September 2000.
If the Company completes its announced acquisition of Blaze Software,
Inc., Brokat's share capital will be euro 35,468,209 consisting of 35,468,209
Brokat ordinary bearer shares with no par value. The portion of the share
capital attributable to each share is euro 1.00. In connection with the Blaze
merger, Brokat will issue 5,412,128 ordinary shares with no par value,
increasing its share capital by euro 5,412,128. On July 7, 2000 and September 6,
2000, the management board took all actions to nullify the existing
shareholders' preemptive rights in order to allow Brokat to issue these ordinary
shares to Blaze's stockholders. The supervisory board has consented to the
management board's decision.
DIVIDEND RIGHTS
Dividends, if any, are declared at the annual general meeting of
shareholders, which must be held within eight months from the end of a fiscal
year, and are paid once a year. Under German law, Brokat may declare and pay
dividends only from balance sheet profits as they are shown in Brokat's
financial statements. In determining the distributable balance sheet profits,
the management board and the supervisory board may allocate to profit reserves
up to one half of the annual surplus remaining after allocations to statutory
reserves and losses carried forward. Brokat's articles of association provide
that the management board and the supervisory board may allocate to other
revenue reserves up to an additional 25% of the annual surplus in accordance
with Section 58(2) of the German Stock Corporation Act. The general meeting of
the shareholders, in determining the distribution of profits, may allocate
additional amounts to profit reserves and may carry forward profits in part or
in full.
Dividends approved at the general meeting of the shareholders are
payable on the first stock exchange trading day after that meeting, unless
decided otherwise at the general meeting of the shareholders. Where shareholders
hold physical certificates, they may present the appropriate dividend coupon to
receive such dividends. Where shareholders hold ordinary shares that are
entitled to dividends in a clearing system, the dividends are paid according to
that clearing system's rules. Brokat will publish notice of dividends paid and
the paying agent or agents appointed in the German federal gazette.
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<PAGE>
LIQUIDATION RIGHTS
In accordance with the German Stock Corporation Act (AKTIENGESETz),
upon a liquidation of Brokat, any liquidation proceeds remaining after paying
all of Brokat's liabilities would be distributed among the holders of Brokat
ordinary shares in proportion to the total nominal value of the ordinary shares
held by each holder.
PREEMPTIVE RIGHTS
Under the German Stock Corporation Act, an existing shareholder in a
stock corporation has a preferential right to subscribe for any issue of new
shares by such corporation in proportion to the number of shares such
shareholder holds in the corporation's existing share capital. These rights do
not apply to shares issued out of conditional capital. These rights also apply
to securities that may be converted into shares, securities with warrants,
profit sharing certificates and securities with dividend rights.
Under German law, the shareholders may decide not to give effect to
this preemptive right, if they decide so at the same time as they authorize the
capital increase. The decision requires the approval of at least 75% of the
shares present or represented at the meeting and entitled to vote. The decision
also requires a "special justification," based on the principle that the
interest of the company in deciding not to give effect to the preemptive rights
outweighs the shareholders' interest in giving effect to their preemptive
rights. If such a special justification is lacking, the resolution increasing
the capital can be challenged by the shareholders within one month from the day
that the resolution was passed.
Preemptive rights will not apply to the authorized capital I described
under "--General--Authorized Capital" if the management board decides so and the
supervisory board approves such decision. Preemptive rights will not apply to
the authorized capital II described under "--General--Authorized Capital" if the
Brokat ordinary shares are issued at a price not materially below Brokat
ordinary shares. Preemptive right does not apply to the conditional capital
described under "--General--Conditional Capital."
Preemptive rights resulting from a capital increase may generally be
transferred and may be traded on the Neuer Markt of the Frankfurt Stock Exchange
for a limited number of days prior to the final date on which the preemptive
rights may be exercised.
SHAREHOLDERS' MEETINGS AND VOTING RIGHTS
Each Brokat ordinary share entitles the holder to one vote at general
meetings of the shareholders of Brokat. Resolutions are passed at a general or
special meeting of the shareholders of Brokat by a majority of the votes cast,
unless a higher vote is required by law or Brokat's articles of association. The
German Stock Corporation Act requires that the following significant resolutions
be passed by a majority of at least 75% of the capital represented in connection
with the vote taken on such resolution: changes or amendments to the scope of
business; certain capital increases; capital decreases; a dissolution of
5
<PAGE>
Brokat; a merger of Brokat into or a consolidation of Brokat with another
company; a transfer of all of Brokat's assets; a change of Brokat's corporate
form; and the elimination of preemptive rights. Brokat's articles of association
only require a majority vote unless a higher majority is required by law.
A general or special meeting of the shareholders of Brokat may be
called by Brokat's management board. Notice of shareholder meetings must be
published in the German federal gazette (BUNDESANZEIGEr) at least one month
prior to the last day on which the Brokat shares must be deposited in order for
the holder of such shares to be entitled to vote at the shareholders' meeting.
Pursuant to the articles of association of Brokat, notice of shareholder
meetings will also be published in a national daily newspaper (official stock
exchange bulletin) if the stock exchanges on which Brokat securities are listed
require so.
The right to attend and vote at a meeting of the shareholders is only
accorded to those shareholders who deposit their shares with Brokat, a German
notary public, or a bank for central deposit of securities, or with any other
agent designated in the notice of the general meeting not later than the end of
normal business hours on the fifth business day prior to the meeting date.
Brokat's shareholders have to keep their shares at the depositary until the end
of the general meeting. If the period to deposit shares ends on a Saturday,
Sunday or a holiday, the preceding business day shall be deemed the day on which
the shares shall be deposited. If the ordinary shares are deposited with a
German notary public or with a bank for central deposit of securities, such
German notary public or such bank will issue a confirmation for the deposit that
shall be submitted to the Brokat cashier no later than the first business day
after the end of the deposit period. The ordinary shares shall also be deemed
deposited, if, with the consent of the depositary, such shares are blocked in a
bank account until the end of the general meeting. If Brokat has not issued
share certificates, the management board shall determine in the notice to the
general meeting the conditions under which the shareholders may exercise their
voting and motion rights at the general meeting.
Although notice of each shareholder meeting (whether the annual general
meeting or a special meeting) is required to be given as described above,
neither the German Stock Corporation Act nor the organizational documents of
Brokat have any minimum quorum requirement applicable to such meetings. This
means that holders of a minority of Brokat shares could control the outcome of
decisions not requiring a specified majority of the outstanding share capital of
Brokat.
DISCLOSURE REQUIREMENTS
The German Securities Trading Act requires each person whose share
holding reaches, exceeds or, after exceeding, falls below the 5%, 10%, 25%, 50%
or 75% voting rights thresholds of a listed company such as Brokat to notify
Brokat and the Federal Supervisory Authority for Securities Trading in writing
within seven calendar days after they have reached, exceeded or fallen below
such threshold. In their notification, they must also state the number of shares
they hold. Such holders cannot exercise any rights from those shares until they
have satisfied this disclosure requirement. In addition, the
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German Securities Trading Act contains various rules designed to ensure the
attribution of shares to the person who has effective control over the exercise
of the voting rights attached to those shares.
REPURCHASE OF BROKAT'S OWN SHARES
Brokat may not acquire its own shares unless authorized by the general meeting
of the shareholders or in other very limited circumstances set out in the German
Stock Corporation Act. Shareholders may not grant a share repurchase
authorization lasting more than 18 months. The rules in the German Stock
Corporation Act generally limit repurchases to 10% of Brokat's share capital and
resales must be made either on the stock exchange, in a manner that treats all
shareholders equally or in accordance with the rules that apply to preemptive
rights relating to capital increase. On May 26, 2000 and for a period of 18
months, Brokat's shareholders authorized the management board to acquire
ordinary shares for an amount not exceeding, in the aggregate, 10% of Brokat's
share capital. So long as these ordinary shares are listed on the Neuer Markt of
the Frankfurt Stock Exchange, the consideration for these ordinary shares shall
not be below 85% or above 110% of the market price of Brokat's ordinary shares.
The general meeting authorized the management board to dispose of these ordinary
shares otherwise than by selling them on the Neuer Markt of the Frankfurt Stock
Exchange. Subject to the supervisory board's prior consent, the management board
may also offer them to Brokat's shareholders if such shares are offered for a
consideration not substantially below the market price of shares of the same
class at the date of the disposal.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Neither the Articles of Association of the Company nor German law
provides for indemnification of controlling persons, directors or officers of
the Company.
The Company maintains liability insurance for members of its management
board and supervisory board, including insurance against liabilities under the
Securities Act of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
7
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ITEM 8. EXHIBITS
4.1 -- Articles of Association (SATZUNG) of the Registrant (English
translation) (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form F-4 (Registration
Statement No. 333-37780))
5.1 -- Opinion of Gleiss Lutz Hootz Hirsch as to the legality of
ordinary shares being registered
23.1 -- Consent of Arthur Andersen Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft mbH with respect to Brokat
Aktiengesellschaft and MeTechnology AG and its predecessor,
ESD Vermogensverwaltungsgesellschaft mbH
23.2 -- Consent of Arthur Andersen LLP with respect to Transaction
Software Technologies, Inc.
23.3 -- Consent of PricewaterhouseCoopers LLP with respect to Blaze
Software, Inc.
23.4 -- Consent of Ernst & Young LLP with respect to GemStone Systems,
Inc.
23.5 -- Consent of Gleiss Lutz Hootz Hirsch (included in Exhibit 5.1)
24.1 -- Power of Attorney (included on signature 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 of 1933;
(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 Securities
8
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and Exchange 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) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended, that is incorporated
by reference in this 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 of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the registrant's Articles of
Association or by-laws, by contract, 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 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
9
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policy as expressed in the Act and will be governed by the final adjudication of
such issue.
10
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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 Stuttgart, Germany, on the 6th day of September, 2000.
BROKAT Aktiengesellschaft
By: /s/ Stefan Rover
---------------------------------------
Stefan Rover
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the date indicated. Each person whose signature appears
below authorizes each of Stefan Rover and Michael Janssen as attorney-in-fact,
with full power of substitution and resubstitution, to sign and file on his
behalf, individually and in each capacity stated below, all amendments,
including post-effective amendments and supplements, to this registration
statement.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Stefan Rover
-----------------------------
Stefan Rover Management Board Member and September 6th, 2000
Chief Executive Officer
(principal executive officer)
/s/ Michael Janssen
-----------------------------
Michael Janssen Management Board Member and Chief September 6th, 2000
Financial Officer (principal
financial and accounting officer)
/s/ Dr. Boris Anderer
-----------------------------
Dr. Boris Anderer Management Board Member September 6th, 2000
/s/ Achim Schlumberger
-----------------------------
Achim Schlumpberger Management Board Member September 6th, 2000
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Michael Schumacher
-----------------------------
Michael Schumacher Management Board Member September 6th, 2000
/s/ Angelo Maestrini
-----------------------------
Angelo Maestrini Management Board Member September 6th, 2000
/s/ Steve Aufderhar
-----------------------------
Steve Aufderhar Authorized U.S. Representative September 6th, 2000
</TABLE>
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INDEX TO EXHIBITS
-----------------
Sequential Page
Exhibits Number
-------- ------
5.1 -- Opinion of Gleiss Lutz Hootz Hirsch as to the
legality of ordinary shares being registered
23.1 -- Consent of Arthur Andersen
Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft mbH with respect to
Brokat Aktiengesellschaft and MeTechnology AG
and its predecessor, ESD
Vermogensverwaltungsgesellschaft mbH
23.2 -- Consent of Arthur Andersen LLP with respect to
Transaction Software Technologies, Inc.
23.3 -- Consent of PricewaterhouseCoopers LLP with respect to Blaze
Software, Inc.
23.4 -- Consent of Ernst & Young LLP with respect to
GemStone Systems, Inc.
