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As filed with the Securities and Exchange Commission on December 1, 2000
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)
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<S> <C>
Israel N/A
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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3 Abba Hillel Street
Ramat Gan, Israel 52136
(972-3) 6118800
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
BackWeb Technologies Ltd. 1996 Israeli Employee Stock Option Plan
BackWeb Technologies Ltd. 1998 U.S. Stock Option Plan
BackWeb Technologies Ltd. 1999 Employee Stock Purchase Plan
(Full titles of the plans)
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Eli Barkat
Chairman and Chief Executive Officer
BackWeb Technologies Ltd.
c/o 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)
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Copy to:
Selim Day, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
One Market Street, Spear Tower, 33rd Floor
San Francisco, California 94105
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Offering Amount of
Title of Securities to be Registered Registered(1) Per Share(2) Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Ordinary Shares (par value NIS 0.03 per share)
to be issued under the BackWeb Technologies Ltd.
1996 Israeli Employee Stock Option Plan and 1998
U.S. Stock Option Plan 3,771,381 $7.34 $27,696,079 $7,312
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Ordinary Shares (par value NIS 0.03 per share)
to be issued under the BackWeb Technologies
Ltd. 1999 Employee Stock Purchase Plan 750,703 $7.34 $ 5,512,975 $1,455
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Total 4,522,084 -- $33,209,054 $8,767
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(1) Represents the number of Registrant's Ordinary Shares which may be issued
to the Registrant's employees pursuant to stock options granted under the
BackWeb Technologies Ltd. 1996 Israeli Employee Stock Option Plan, 1998
U.S. Stock Option Plan and 1999 Employee Stock Purchase Plan, in addition
to those Ordinary Shares registered pursuant to the Form S-8 filed by the
Company with the Commission on August 6, 1999. 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 $7.34 per share, the average
of the high and low prices of the Registrant's Ordinary Shares on November
30, 2000 as reported by The Nasdaq Stock Market.
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REGISTRATION STATEMENT
PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
On August 6, 1999, the Registrant filed a Registration Statement on Form
S-8 (Registration No. 333-84659) (the "First S-8") with the Securities and
Exchange Commission to register Ordinary Shares that were reserved for issuance
pursuant to options granted under the Registrant's 1996 Israeli Employee Stock
Option Plan, 1996 U.S. Stock Option Plan, 1998 U.S. Stock Option Plan and 1999
Employee Stock Purchase Plan. The contents of the Registrant's First S-8 and all
documents incorporated by reference therein (including without limitation the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1999) are incorporated herein by this reference. The Registrant is filing this
Registration Statement on Form S-8 to register additional Ordinary Shares that
may be issued pursuant to options granted under the Registrant's 1996 Israeli
Employee Stock Option Plan, 1998 U.S. Stock Option Plan and 1999 Employee Stock
Purchase Plan.
Effective June 30, 2000, the number of Ordinary Shares for which options
may be granted under the 1996 Israeli Employee Stock Option Plan and the 1998
U.S. Stock Option Plan was increased by 1,894,622 shares (with 568,387 shares
allocated to the 1996 Israeli Employee Stock Option Plan and 1,326,235 shares
allocated to the 1998 U.S. Stock Option Plan).
Effective July 1, 2000, the "evergreen" provisions of the 1996 Israeli
Employee Stock Option Plan and the 1998 U.S. Stock Option Plan were amended.
Pursuant to those amended provisions, effective July 1, 2000, the number of
Ordinary Shares for which options may be granted under those plans was increased
by 1,876,759 shares (which was the lesser of (a) 1,960,000 shares and (b) 5% of
the 37,535,172 shares outstanding on that date). Of those shares, 563,028 shares
were allocated to the 1996 Israeli Stock Option Plan and 1,313,731 shares were
allocated to the 1998 U.S. Stock Option Plan.
Pursuant to the existing "evergreen" provisions under the 1999 Employee
Stock Purchase Plan, effective July 1, 2000, the number of Ordinary Shares for
which options may be granted under that plan was increased by 750,703 shares
(which was the lesser of (a) 833,333 shares and (b) 2% of the 37,535,172 shares
outstanding on that date).
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
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Exhibit
Number Description
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<S> <C>
4.1 1996 Israeli Employee Stock Option Plan (English translation) (par
value does not give effect to a 3-for-1 reverse stock split in 1999)
4.2 1998 U.S. Stock Option Plan (amended and restated effective as of
July 1, 2000)*
4.3 1999 Employee Stock Purchase Plan**
5.1 Opinion of Naschitz, Brandes & Co., legal counsel
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<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Naschitz, Brandes & Co., legal counsel (included in
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
</TABLE>
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* Incorporated by reference to the corresponding exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 2000,
filed with the Commission on November 14, 2000.
** Incorporated by reference to the corresponding exhibit to the Company's
Registration Statement on Form F-1, filed with the Commission on June 3,
1999, and amended on June 4, 1999.
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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 November 30, 2000.
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 November 30, 2000 by the following
persons in the capacities indicated.
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<CAPTION>
Signature Title
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<S> <C>
/s/ ELI BARKAT Chairman and Chief Executive Officer
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Eli Barkat
/s/ HANAN MIRON Chief Financial Officer
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Hanan Miron
Director
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Gil Shwed
/s/ WILLIAM LARSON Director
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William Larson
/s/ CHARLES FEDERMAN Director
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Charles Federman
/s/ JOSEPH GLEBERMAN Director
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Joseph Gleberman
Director
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Leora Rubin Meridor
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Index to Exhibits
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Exhibit
Number Description
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<S> <C>
4.1 1996 Israeli Employee Stock Option Plan (English translation)
(par value does not give effect to a 3-for-1 reverse stock split
in 1999)
4.2 1998 U.S. Stock Option Plan (amended and restated effective as of
July 1, 2000)*
4.3 1999 Employee Stock Purchase Plan**
5.1 Opinion of Naschitz, Brandes & Co., legal counsel
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Naschitz, Brandes & Co., legal counsel (included in
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
</TABLE>
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* Incorporated by reference to the corresponding exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 2000,
filed with the Commission on November 14, 2000.
** Incorporated by reference to the corresponding exhibit to the Company's
Registration Statement on Form F-1, filed with the Commission on June 3,
1999, and amended on June 4, 1999.
