As filed with the Securities and Exchange Commission on April 10, 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
JACADA LTD
(Exact name of registrant as specified in its charter)
ISRAEL N/A
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11 GALGALEI HAPLADA ST.
P.O. BOX 12175
HERZLIYA 46722, ISRAEL
(972-9) 952 5900
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JACADA LTD. 1999 SHARE OPTION AND INCENTIVE PLAN
JACADA LTD. 1996 SHARE OPTION PLAN
JACADA LTD. 1994 STOCK OPTION PLAN
(Full Title of Plans)
RAN OZ
CHIEF FINANCIAL OFFICER
JACADA LTD.
11 GALGALEI HAPLADA ST.
P.O. BOX 12175
HERZLIYA 46722, ISRAEL
(972-9) 952 5900
(Name and address, including zip code,
and telephone number, including area code, of agent for service)
Copy to:
DAVID P. STONE, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
NY2:\887070\04\54497.0003
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Aggregate Offering Registration
Per Share (5) Price (5) Fee
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<S> <C> <C> <C> <C>
Ordinary Shares, par value NIS 0.01 per share 45,000 shares (2)
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Ordinary Shares, par value NIS 0.01 per share 2,115,450 shares (3)
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Ordinary Shares, par value NIS 0.01 per share 1,800,000 shares (4)
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TOTAL 3,960,450 shares $12.50 $49,505,625 $13,069.49
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</TABLE>
(1) This Registration Statement shall also cover any additional Ordinary
Shares which become issuable under the Registrant's 1994, 1996 and 1999
Stock Option Plans by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without receipt of
consideration which results in an increase in the number of outstanding
Ordinary Shares.
(2) Represents the registration of Ordinary Shares of Jacada Ltd. issuable
under the Registrant's 1994 Stock Option Plan, as amended, pursuant to
the exercise of options that may be granted thereunder.
(3) Represents the registration of Ordinary Shares of Jacada Ltd issuable
under the Registrant's 1996 Share Option Plan, as amended, pursuant to
the exercise of options that may be granted thereunder.
(4) Represents the registration of Ordinary Shares of Jacada Ltd issuable
under the Registrant's 1999 Share Option and Incentive Plan, as amended,
pursuant to the exercise of options that may be granted thereunder.
(5) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
based upon an offering price of $12.50, the price at which options to
purchase Ordinary Shares may be exercised pursuant to each of the 1994,
1996 and 1999 Stock Option Plans.
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2
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EXPLANATORY NOTE
This Registration Statement is intended to register (i) all shares to
be issued under the 1994 Stock Option Plan, the 1996 Share Option Plan and the
1999 Share Option and Incentive Plan (the "Stock Option Plans") by Jacada Ltd.,
an Israeli Company. Pursuant to the Note to Part I of Form S-8, the plan
information specified by Part I of Form S-8 to be contained in a Section 10(a)
prospectus to be distributed to each optionee is not being filed with the
Securities and Exchange Commission. Part II contains information that is
required in this Registration Statement pursuant to Part II of Form S-8.
THE COMPANY HAS RECEIVED FROM THE SECURITIES AUTHORITY OF THE STATE OF
ISRAEL AN EXEMPTION FROM THE OBLIGATION TO PUBLISH THIS REGISTRATION STATEMENT
IN THE MANNER REQUIRED FOR THE PUBLICATION OF A PROSPECTUS PURSUANT TO THE
PREVAILING LAWS OF THE STATE OF ISRAEL. NOTHING IN SUCH EXEMPTION SHALL BE
CONSTRUED AS AUTHENTICATION OR APPROVAL OF THE RELIABILITY OR ACCURACY OF THE
MATTERS CONTAINED IN THIS REGISTRATION STATEMENT OR AS AN EXPRESSION OF OPINION
AS TO THE QUALITY OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS REGISTRATION
STATEMENT.
3
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. EMPLOYEE STOCK OPTION PLAN INFORMATION
The documents containing the information specified in Part I of Form
S-8 and the statement of availability of information required by Item 2 of Form
S-8 and information relating to the Stock Option Plans and other information
required by Item 2 of Form S-8 have previously been, or will be, sent or given
to the participants of the Stock Option Plans, as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act"). Such documents
are not required to be and are not filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE STOCK OPTION PLAN INFORMATION
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) of the
Securities Act or additional information about the Program For the Granting of
Options to Senior Employees and its administrators are available without charge
by contacting:
Jacada Ltd.
11 Galgalei Haplada St.
P.O. Box 12175
Herzliya 46722
Israel
(972-9) 952 5900
4
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the SEC by Jacada Ltd., a company
organized under the laws of the State of Israel (the "Company") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), is
incorporated by reference in this document:
(A) The Company's Annual Report on Form 20-F for the fiscal year
ended December 31, 1999.
(B) The description of the Company's Ordinary Shares contained in
the Company's Registration Statement on Form 8-A (Registration
No. 333-10882), filed with the Commission on October 8, 1999
as amended.
All documents subsequently filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities covered by this Registration Statement have been sold or
which deregisters all of the securities then remaining unsold, will be deemed to
be incorporated by reference in this Registration Statement and to be a part of
this document from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference in this
document will be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this document
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference in this document modifies or supersedes such
statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The articles of association of the Company provide that, subject to the
provisions of the Israeli Companies Ordinance, we may insure the liability, in
whole or in part, of any of our office holders with respect to: (a) a breach of
the duty of care to us or to another person; (b) a breach of the fiduciary duty
to us, provided that the office holder acted in good faith and had reasonable
cause to assume that his act would not prejudice our interests; or (c) a
financial liability imposed upon him in favor of another person in respect of an
act performed by him in his capacity as our officer. In addition, we may
indemnify an office holder against: (a) a financial liability imposed on him in
favor of another person by any judgment, including a compromise judgment or an
arbitrator's award approved by a court in respect of an act performed in his
capacity as an officer of, and (b) reasonable litigation expenses, including
attorneys' fees, incurred by such officer or charged to him by a court in
proceedings instituted against him by us or on its behalf or by another person,
or in a criminal charge from which he was acquitted, all in respect of an act
performed in his capacity as our officer. Our articles of association provide
that we may also procure insurance or indemnify any person who is not an office
holder including without limitation, an employee, agent, consultant or
contractor of ours who is not one of our officers. We have obtained directors'
and officers' liability insurance for the benefit of our office holders in the
amount of $25,000,000.
5
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
- -------
Number Description
- ------ -----------
4.1 The Registration Statement on Form F-1 of the Company, filed with the
SEC as amended, on Oct. 13, 1999 is incorporated herein by reference.
4.2 The 1994 Stock Option Plan, filed with the SEC on September 24, 1999,
as Exhibit 10.1 to the Company's Registration Statement on Form F-1, as
amended, is incorporated herein by reference.
4.3 The 1996 Share Option Plan, filed with the SEC on September 24, 1999,
as Exhibit 10.1 to the Company's Registration Statement on Form F-1, as
amended, is incorporated herein by reference.
4.4 The 1999 Stock Option and Incentive Plan, filed with the SEC on October
8, 1999, as Exhibit 10.1 to the Company's Amendment No. 1 to the
Registration Statement on Form F-1, as amended, is incorporated herein
by reference.
* 5.1 Opinion of Meitar, Liquornik, Geva & Co..
* 23.1 Consent of Kost, Forer & Gabbay, a member of Ernst & Young
International.
* 23.2 Consent of Meitar, Liquornik, Geva & Co. (contained in exhibit 5.1).
* 24.1 Powers of Attorney (included in the signature pages of this
Registration Statement).
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* Filed herewith.
6
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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 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; and
(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; and
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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) The undersigned registrant hereby undertakes that 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.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
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, duly
authorized, as of April 10, 2000.
JACADA LTD.
By: /s/ Ran Oz
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Ran Oz
Chief Financial Officer
7
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ran Oz and Gideon Hollander, and each of
them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement and any related Rule 462(b)
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the SEC, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the date set forth above on the signature pages hereof.
SIGNATURE TITLE
--------- -----
/s/ Gideon Hollander Chief Executive Officer and Director
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Gideon Hollander
/s/ Ran Oz Chief Financial Officer and General Manager
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Ran Oz
/s/ Boaz Dotan Director
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Boaz Dotan
/s/ Yossie Hollander Director
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Yossie Hollander
/s/ Jay B. Morrison Director
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Jay B. Morrison
/s/ Amnon Shohan Director
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Amnon Shohan
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Exhibits
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Number Description
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4.1 The Registration Statement on Form F-1 of the Company, filed with the
SEC as amended, on Oct. 13, 1999 is incorporated herein by reference.
4.2 The 1994 Stock Option and Incentive Plan, filed with the SEC on
September 24, 1999, as Exhibit 10.1 to the Company's Registration
Statement on Form F-1, as amended, is incorporated herein by reference.
4.3 The 1996 Stock Option and Incentive Plan, filed with the SEC on
September 24, 1999, as Exhibit 10.1 to the Company's Registration
Statement on Form F-1, as amended, is incorporated herein by reference.
4.4 The 1999 Stock Option and Incentive Plan, filed with the SEC on October
8, 1999, as Exhibit 10.1 to the Company's Amendment No. 1 to the
Registration Statement on Form F-1, as amended, is incorporated herein
by reference.
* 5.1 Opinion of Meitar, Liquornik, Geva & Co..
* 23.1 Consent of Kost, Forer & Gabbay, a member of Ernst & Young
International.
* 23.2 Consent of Meitar, Liquornik, Geva & Co. (contained in exhibit 5.1).
* 24.1 Powers of Attorney (included in the signature pages of this
Registration Statement).
- --------------------------------
* Filed herewith.
9
Exhibit 5.1
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April 6, 2000
862/10
Jacada Ltd.
Droyanov House
11 Galgalei Haplada St.
Herzliya 46722
Israel
- ------
Ladies and Gentlemen:
We have acted as Israeli counsel to Jacada Ltd., an Israeli company
(the "COMPANY"), in connection with the preparation and filing of the
Registration Statement of the Company on Form S-8 under the Securities Act of
1933 (the "REGISTRATION STATEMENT"). Capitalized terms defined in the
Registration Statement and used herein (but not otherwise defined herein) are
used herein as so defined.
In so acting, we have examined originals or copies (certified or
otherwise identified to our satisfaction), of such corporate records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and officers and representatives of Jacada, and
have made such inquiries of such officers and representatives, as we have deemed
relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied solely upon certificates or comparable documents of officers and
representatives of the Company. In making our examination of documents executed
by parties other than the Company, we have assumed that such parties had the
power, corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action, corporate
or other, and the due execution and delivery by such parties of such documents
and the validity and binding effect thereof.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the 3,960,450 Ordinary Shares, par value
N.I.S. 0.01 per share of the Company (the "ORDINARY SHARES") to be issued by the
Company as contemplated by the Registration Statement, have been duly authorized
for issuance and, when issued and paid for in full as contemplated by the
Registration Statement and in accordance with the terms of the 1994 Stock Option
Plan, the 1996 Share Option Plan and the 1999 Share Option and Incentive Plan,
respectively, will be validly issued, fully paid and nonassessable.
10
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This opinion is subject to the following qualifications:
This opinion is based on the facts existing on the date hereof and of
which we are aware without making any special investigation.
We express no opinion as to any laws other than the laws of the State
of Israel as the same are in force on the date hereof and we have not, for the
purpose of giving this opinion, made any investigation of the laws of any other
jurisdiction including, without limitation, the laws of the State of New York
and of the United States of America.
We render no opinion in relation to any representation made or given in
the Registration Statement.
This opinion is furnished to you solely in connection with the
Registration Statement and is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our express prior written permission.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Meitar, Liquornik, Geva & Co.
Meitar, Liquornik, Geva & Co.
11
Exhibit 23.1
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ERNST & YOUNG
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
(Form S-8), pertaining to the Jacada Ltd. 1999 Share Option and Incentive Plan,
the Jacada Ltd. 1996 Share Option Plan and to the Jacada Ltd. 1994 Stock Option
Plan, of our report, dated February 15, 2000 with respect to the consolidated
financial statements of Jacada Ltd. included in the Registration Statement in
its annual report (Form 20-F) filed with the Securities and Exchange Commission.
Tel Aviv, Israel
April 10, 2000
KOST, FORER & GABBAY
/s/ Kost, Forer & Gabbay
A Member of Ernst & Young International
