As filed with the Securities and
Exchange Commission on June 19, 2000 Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
INFOWAVE SOFTWARE, INC.
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(Exact name of Registrant as specified in its charter)
British Columbia, Canada 98-0183915
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
Suite 200, 4664 Lougheed Highway
Burnaby, British Columbia
Canada V5C 5T5
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(Address of Principal Executive Offices)
Infowave Software, Inc. Stock Option Plan
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(Full title of the plan)
CT Corporation System
1633 Broadway
New York, NY 10019
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(Name and address of agent for service)
(212) 664-1666
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(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to Proposed Maximum Proposed Maximum Amount of
Securities to be Registered(1) be Registered Offering Price Per Share(2)(3) Aggregate Offering Price(3) Registration Fee(2)
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<S> <C> <C> <C> <C>
Common Shares 1,067,038 shares US$10.51 US$11,214,569.38 US$2,960.65
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</TABLE>
(1) Common Shares, without par value, offered by the Company pursuant to the
Plan described herein.
(2) The proposed maximum offering price per share and the registration fee were
calculated in accordance with rule 457(c) and (h) based on the average high
and low prices for the Registrant's common shares on June 14, 2000, as
quoted on the Toronto Stock Exchange, which was Cdn.$15.45 per share.
(3) U.S. dollar amounts are calculated based on the noon buying rate in New
York City for cable transfers payable in Canadian dollars as certified for
customs purposes by the Federal Reserve Bank of New York on June 14, 2000.
On such date the noon buying rate was Cdn.$1.00 =US$.6805.
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<PAGE>
This registration statement on Form S-8 registers common shares, without par
value, of Infowave Software, Inc. (the "Registrant") to be issued pursuant to
the exercise of options or rights granted under the Registrant's Stock Option
Plan.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REGISTRATION OF ADDITIONAL SHARES
Pursuant to General Instruction E, this Registration Statement on Form S-8
is filed by Infowave Software, Inc. (the "Registrant") to register additional
shares under the Infowave Software, Inc. Stock Option Plan (the "Plan") covered
by the Registrant's Registration Statement on Form S-8 (No. 333-11260), as
amended. The additional securities are to be issued pursuant to an amendment to
the Plan approved by the Registrant's Board of Directors on May 1, 2000 and by
the Registrant's Shareholders on June 5, 2000. Portions of Registration
Statement No. 333-11260 are incorporated herein by reference.
Item 8. Exhibits.
Exhibit
Number Description
------ -----------
4.1 The Infowave Software, Inc. Stock Option Plan, as amended
5.1 Opinion of Blake, Cassels and Graydon LLP
23.1 Consent of KPMG LLP
23.2 Consent of Blake, Cassels and Graydon LLP
(Included in Exhibit 5.1)
24.1 Powers of Attorney (included on the signature pages to the
Registration Statement)
II-1
<PAGE>
SIGNATURES
The Registrant. 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 Vancouver, British Columbia, Canada, on June 12, 2000.
INFOWAVE SOFTWARE, INC.
By: /s/ JIM MCINTOSH
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Jim McIntosh
President and Chief Executive Officer
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<PAGE>
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jim
McIntosh, Todd Carter and Morgan Sturdy, or any of them, his attorney-in-fact,
with the power of substitution, for them in any and all capacities, to sign any
amendments to this registration statement, 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 said
attorneys-in-fact, or their 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 date indicated.
Signature Title Date
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/s/ JIM MCINTOSH President, Chief Executive Officer June 12, 2000
---------------------- and a Director
Jim McIntosh
/s/ TODD CARTER Chief Financial Officer June 12, 2000
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Todd Carter
/s/ SCOT LAND Director June 12, 2000
----------------------
Scot Land
/s/ DAVID NEALE Director June 12, 2000
----------------------
David Neale
/s/ MORGAN STURDY Director June 12, 2000
----------------------
Morgan Sturdy
/s/ DAVID WEDGE Director June 12, 2000
----------------------
David Wedge
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<PAGE>
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933,
as amended, the undersigned has signed this Registration Statement solely in the
capacity of the duly authorized representative of Infowave Software, Inc. in the
United States on June 12, 2000.
By: /s/ SCOT LAND
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Scot Land
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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4.1 The Infowave Software, Inc. Stock Option Plan, as amended
5.1 Opinion of Blake, Cassels and Graydon LLP
23.1 Consent of KPMG LLP
23.2 Consent of Blake, Cassels and Graydon LLP
(Included in Exhibit 5.1)
24.1 Powers of Attorney (included on the signature pages to the
Registration Statement)
II-5
