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As filed with the Securities and Exchange Commission on July 21, 2000
Registration No. 333-_______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
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CLICKSOFTWARE TECHNOLOGIES LTD.
(Exact name of Registrant as specified in its charter)
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<S> <C>
Israel Not Applicable
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
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34 Habarzel Street
(Address of principal executive offices, including zip code)
Israel Tel Aviv, Israel
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1996 Option Plan
1997 Option Plan
1998 Option Plan
1999 Option Plans
2000 U.S. Option Plan
2000 Israeli Plan
2000 Share Option Plan
2000 Employee Share Purchase Plan
(Full title of the plans)
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Dr. Moshe Ben-Bassat
Chief Executive Officer
CLICKSERVICE SOFTWARE, INC.
655 Campbell Technology Parkway
Suite 250
Campbell, California 95008
(626) 471-6000
(Name, address and telephone number of agent for service)
Copies to:
Jeffrey D. Saper, Esq. Ian Rostowsky, Adv.
WILSON SONSINI GOODRICH & ROSATI EFRATI, GALILI & CO.
Professional Corporation 6 Wissotsky Street
650 Page Mill Road Tel Aviv 62338
Palo Alto, CA 94304-1050 ISRAEL
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Ordinary Shares, NIS 0.02 par value, to be issued
under the 1996 Option Plan 140,553 $0.58(1) 81,520.74 $ 21.53
Ordinary Shares, NIS 0.02 par value, to be issued
under the 1997 Option Plan 281,462 0.58(1) 163,247.96 43.10
Ordinary Shares, NIS 0.02 par value, to be issued
under the 1998 Option Plan 473,636 0.58(1) 274,708.88 72.53
Ordinary Shares, NIS 0.02 par value, to be issued
under the 1999 Option Plans 558,933 0.83(1) 463,914.39 122.48
Ordinary Shares, NIS 0.02 par value, to be issued
under the 2000 U.S. Option Plan 153,000 8.50(1) 1,300,500.00 343.34
Ordinary Shares, NIS 0.02 par value, to be issued
under the 2000 Israeli Plan 169,200 8.50(1) 1,438,200.00 379.69
Ordinary Shares, NIS 0.02 par value, to be issued
under the 2000 Share Option Plan 2,677,800 8.00(2) 21,422,400.00 5,655.51
Ordinary Shares, NIS 0.02 par value, to be issued
under the 2000 Employee Share Purchase Plan 800,000 6.80(2) 5,440,000.00 1,436.16
TOTAL: 5,254,584 $30,584,491.97 $8,074.34
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(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based on the weighted average price of the
outstanding options as of June 30, 2000.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based on the price of $8.00 per share,
which was the average of the high and low prices per share of the ordinary
shares as reported on the Nasdaq National Market on July 18, 2000 (the
"Market Price"). The price per share for the Employee Stock Purchase Plan
is 85% of the Market Price.
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CLICKSOFTWARE TECHNOLOGIES LTD.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:
(a) The Company's Registration Statement on Form S-1 (File No. 333-30274)
as amended (the "Registration Statement"), filed pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), relating to the Company's initial
public offering of its Common Stock.
(b) The Company's Registration Statement on Form 8-A filed pursuant to
Section 12 of the Securities and Exchange Act 1934 (the "Exchange Act") on June
19, 2000, and any further amendment or report filed hereafter for the purpose of
updating any such description.
(c) 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 of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing 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 an Office Holder 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.
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Article 98 of the Articles of Association of ClickSoftware allow
ClickSoftware to insure and indemnify Office Holders in an aggregate amount of
not more than $50,000,000.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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Exhibit
Number Description
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4.1* 1996 Option Plan
4.2* 1997 Option Plan
4.3* 1998 Option Plan
4.4* 1999 Option Plans
4.5* 1999 Option Plan
4.6* 2000 U.S. Option Plan
4.7* 2000 Israeli Plan
4.8* 2000 Employee Stock Purchase Plan
5.1 Opinion of Efrati, Galili & Co.
23.1 Consent of Ernst & Young, Independent Auditors
23.2 Consent of Efrati, Galili & Co.(contained in
Exhibit 5.1)
24.1 Power of Attorney (See page 10)
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-30274), as amended, declared effective by the
Securities and Exchange Commission on June 21, 2000.
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.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of a report by
the registrant pursuant to Section 13(a) or 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
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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 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.
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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 Campbell, State of California, on July 20, 2000.
CLICKSOFTWARE TECHNOLOGIES LTD.
By: /s/ Moshe Ben-Bassat
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Moshe Ben-Bassat
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Moshe Ben-Bassat and Shimon Rojany,
jointly and severally, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any amendments 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 each of said
attorneys-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 by the following persons in the
capacities on July 20, 2000.
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Signature Title
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/s/ Moshe Ben-Bassat Chairman of the Board of Directors
------------------------------------ & Chief Executive Officer
Moshe Ben-Bassat (Principal Executive Officer)
/s/ Shimon Rojany Chief Financial Officer (Principal
------------------------------------ Financial and Accounting Officer)
Shimon Rojany
/s/ Israel Borovich Director
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Israel Borovich
/s/ Roni Einav Director
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Roni Einav
Director
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Nathan Gantcher
/s/ Frederic W. Harman Director
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Frederic W. Harman
/s/ Eddy Shalev Director
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Eddy Shalev
/s/ James W. Thanos Director
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James W. Thanos
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INDEX TO EXHIBITS
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Exhibit
Number Description
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4.1* 1996 Option Plan
4.2* 1997 Option Plan
4.3* 1998 Option Plan
4.4* 1999 Option Plans
4.5* 1999 Option Plan
4.6* 2000 U.S. Option Plan
4.7* 2000 Israeli Plan
4.8* 2000 Employee Stock Purchase Plan
5.1 Opinion of Efrati, Galili & Co.
23.1 Consent of Ernst & Young, Independent Auditors
23.2 Consent of Efrati, Galili & Co.
(contained in Exhibit 5.1)
24.1 Power of Attorney (See page 10)
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-30274), as amended, declared effective by the
Securities and Exchange Commission on June 21, 2000.
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