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As filed with the Securities and Exchange Commission on August 6, 1999
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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BACKWEB TECHNOLOGIES LTD.
(Exact name of Registrant as specified in its charter)
Israel N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3 Abba Hillel Street
Ramat Gan, Israel
(972-3) 751-8464
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
BackWeb Technologies Ltd. 1996 Israeli Employees Stock Option Plan
BackWeb Technologies Ltd. 1996 U.S. Option Plan
BackWeb Technologies Ltd. 1998 U.S. Option Plan
BackWeb Technologies Ltd. 1999 Employee Stock Purchase Plan
(Full titles of the plans)
Eli Barkat
Chief Executive Officer
BackWeb Technologies, Inc.
2077 Gateway Place, Suite 500
San Jose, California 95110
(408) 933-1700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Jeffrey D. Saper, Esq.
Selim Day, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Amount to Maximum Proposed Maximum Amount of
be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share(2) Offering Price(2) Fee
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<S> <C> <C> <C> <C>
Ordinary Shares (par value NIS 0.01 per
share) to be issued under the BackWeb
Technologies Ltd. 1996 Israeli Employees
Stock Option Plan, 1996 U.S. Option Plan
and 1998 U.S. Option Plan. 10,266,666 $19.66 $201,842,653.50 $56,112.26
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Ordinary Shares (par value NIS 0.01 per
share) to be issued under the BackWeb
Technologies Ltd. 1999 Employee Stock
Purchase Plan. 600,000 $19,66 $11,796,000.00 $3,279.29
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Total 10,866,666 -- $213,638,653.50 $59,391.55
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</TABLE>
(1) Represents the number of shares of the Registrant's Ordinary Shares which
may be issued to the Registrant's employees in the form of incentive stock
options pursuant to the BackWeb Technologies Ltd. 1996 Israeli Stock Option
Plan, 1996 U.S. Option Plan, 1998 U.S. Option Plan and 1999 Employee Stock
Purchase Plan. Pursuant to Rule 416(a), this Registration Statement shall
also cover any additional shares of the Registrant's Ordinary Shares that
becomes issuable under the aforementioned plans by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration that increases the number of
the Registrant's outstanding shares of Ordinary Shares.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) under the Act, on the basis of $19.66 per share, the average
of the high and low prices of the Registrant's Ordinary Shares on August 4,
1999 as reported by NASDAQ.
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REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by BackWeb Technologies
Ltd. (the "Company") are hereby incorporated by reference in this Registration
Statement:
(a) The description of the Company's ordinary shares which is
contained in the Company's Registration Statement on Form 8-A,
filed pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
(b) The Company's Registration Statement on Form F-1, filed pursuant
to the Securities Act, including any amendment or report filed
for the purpose of updating such description, and all exhibits
thereto.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, prior to
the filing of a post-effective amendment which indicates that all securities
registered have been sold or which deregisters all securities then remaining
unsold under this registration statement, shall be deemed to be incorporated by
reference herein and to be 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.
Israeli law permits a company to insure "office holders" (generally,
directors and executive officers) in respect of liabilities incurred by him as a
result of the breach of his duty of care to the company or to another person, or
as a result of the breach of his fiduciary duty to the company, to the extent
that he acted in good faith and had reasonable cause to believe that the act
would not prejudice the company. A company can also insure an office holder for
monetary liabilities as a result of an act or omission that he committed in
connection with his serving as an office holder. Furthermore, a company can
indemnify an office holder for monetary liability in connection with his
activities as an office holder. The Company's Articles of Association allow the
Company to insure and indemnify office holders to the fullest extent permitted
by law. The Company has also acquired directors' and officers' liability
insurance covering its directors and officers and subsidiaries for certain
claims.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 1996 Israeli Employees Stock Option Plan*
4.2 1996 U.S. Option Plan*
4.3 1998 U.S. Option Plan*
4.4 1999 Employee Stock Purchase Plan*
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Wilson Sonsini Goodrich & Rosati, Professional Corporation
(included in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
</TABLE>
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* Incorporated by reference to the Company's Registration Statement on Form F-1,
filed with the Commission on June 3, 1999, and amended on June 4, 1999.
ITEM 9. UNDERTAKINGS.
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 which remain unsold at the termination of
the offering.
(4) 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
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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
the initial bona fide offering thereof.
(5) 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
Exchange 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 Exchange 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 the City of San Jose, State of California, on August 6 , 1999.
BACKWEB TECHNOLOGIES LTD.
By: /s/ Hanan Miron
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Hanan Miron,
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Hanan Miron, his attorney-in-fact, with
the power of substitution, for him in any and all capacities, to sign any
amendment 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
said attorney-in-fact, or his substitute or substitutes, may 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 on August 6, 1999 by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
- ------------------------------------ ------------------------------------
<S> <C>
/s/ Eli Barkat
- ------------------------------------ Chairman and Chief Executive Officer
Eli Barkat
/s/ Hanan Miron
- ------------------------------------- Chief Financial Officer
Hanan Miron
/s/ Gil Shwed
- ------------------------------------- Director
Gil Shwed
- ------------------------------------- Director
William Larson
/s/ Charles Federman
- ------------------------------------- Director
Charles Federman
/s/ Joseph Gleberman
- ------------------------------------- Director
Joseph Gleberman
</TABLE>
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Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 1996 Israeli Employees Stock Option Plan*
4.2 1996 U.S. Option Plan*
4.3 1998 U.S. Option Plan*
4.4 1999 Employee Stock Purchase Plan*
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Wilson Sonsini Goodrich & Rosati, Professional Corporation
(included in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
</TABLE>
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* Incorporated by reference to the Company's Registration Statement on Form F-1,
filed with the Commission on June 3, 1999, and amended on June 4, 1999.
<PAGE> 1
EXHIBIT 5.1
August 5, 1999
BackWeb Technologies Ltd.
3 Abba Hillel Street
Ramat Gan, Israel
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about August , 1999 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 10,266,666 Ordinary Shares to be issued
under the 1996 Israeli Employees Stock Option Plan, 1996 U.S. Option Plan and
1998 U.S. Option Plan, and 600,000 Ordinary Shares to be issued under the 1999
Employee Stock Purchase Plan (the "Plans") (collectively the "Shares"). As legal
counsel for BackWeb Technologies Ltd., we have examined the proceedings taken
and are familiar with the proceedings proposed to be taken by you in connection
with the sale and issuance of the Shares under the Plans.
It is our opinion that, when issued and sold in the manner referred to
in the Plans, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments to it.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the BackWeb Technologies Ltd. 1996 Israeli Employees Stock
Option Plan, BackWeb Technologies Ltd. 1996 U.S. Option Plan, BackWeb
Technologies Ltd. 1998 U.S. Option Plan, and BackWeb Technologies Ltd. 1999
Employee Stock Purchase Plan, of our report dated March 25, 1999 (except for
Note 11, as to which the date is May 28, 1999) with respect to the consolidated
financial statements of BackWeb Technologies Ltd. for the year ended December
31, 1998 included in its Registration Statement and Prospectus (Form F-1 No.
333-10358), filed with the Securities and Exchange Commission.
s/ ERNST & YOUNG LLP
Palo Alto, California
August 3, 1999
