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As filed with the Securities and Exchange Commission on August 9, 2000
REGISTRATION NO. 333-35164
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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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SPEECHWORKS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 04-3239151
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
695 ATLANTIC AVENUE
BOSTON, MASSACHUSETTS 02111
(617) 428-4444
(Address of Principal Executive Offices)
THE SPEECHWORKS INTERNATIONAL, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
THE SPEECHWORKS INTERNATIONAL, INC. 2000 EMPLOYEE, DIRECTOR AND CONSULTANT
STOCK PLAN
THE SPEECHWORKS INTERNATIONAL, INC. AMENDED AND RESTATED 1995 STOCK OPTION PLAN
Stuart R. Patterson
President and Chief Executive Officer
Speechworks International, Inc.
695 Atlantic Avenue
Boston, Massachusetts 02111
(617) 428-4444
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
securities to be Amount to be Offering Price Aggregate Amount of
registered Registered (1) Per Share (2) Offering Price (2) regisration fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value 200,000 $ 80.75 $ 16,150,000 $ 4,264
5,254,924 $ 3.03 $ 15,903,320 $ 4,199
4,125,244 $ 80.75 $ 333,113,453 $ 87,942
--------- -------
9,580,168 $ 96,405
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</TABLE>
(1) The number of shares of common stock, par value $.001 per share ("Common
Stock"), stated above consists of the aggregate number of shares which may
be sold under the SpeechWorks International, Inc. 2000 Employee Stock
Purchase Plan, (the "Purchase Plan") or which may be sold upon exercise of
options which have been granted and/or may hereafter be granted under the
SpeechWorks International, Inc. 2000 Employee, Director and Consultant Stock
Option Plan and the SpeechWorks International, Inc. Amended and Restated
1995 Stock Option Plan (together, the "Option Plans"). The maximum number
of shares which may be sold under the Purchase Plan or which may be sold
upon exercise of options granted under the Option Plans are subject to
adjustment in accordance with certain anti-dilution and other provisions of
such Plans. Accordingly, pursuant to Rule 416 under the Securities Act of
1933, as amended (the "Securities Act"), this Registration Statement covers,
in addition to the number of shares stated above, an indeterminate number of
shares which may be subject to grant or otherwise issuable after the
operation of any such anti-dilution and other provisions.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act as follows: (i) in the case of shares of Common Stock which
may be purchased under the Purchase Plan, the fee is calculated on the basis
of the average of the high and low sale prices per share of the Common Stock
on the Nasdaq National Market as of a date (August 3, 2000) within 5
business days prior to filing this Registration Statement, (ii) in the case
of shares of Common Stock which may be purchased upon exercise of
outstanding options granted under the Option Plans, the fee is calculated on
the basis of the price at which the options may be exercised, and (iii) in
the case of shares of Common Stock for which options have not yet been
granted and the option price of which is therefore unknown, the fee is
calculated on the basis of the average of the high and low sale prices per
share of the Common Stock on the Nasdaq National Market as of a date (August
3, 2000) within 5 business days prior to filing this Registration Statement.
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EXPLANATORY NOTE
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In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part I of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock pursuant to the Purchase Plan and the Option
Plans.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) The Company's Prospectus dated July 31, 2000 filed with the Commission
pursuant to Rule 424(b) of the Securities Act.
(b) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A (File No. 000-31097) filed under the
Securities Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description.
All reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such reports
and documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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The validity of the issuance of the shares of Common Stock under this
Registration Statement has been passed upon for the Company by Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts. Attorneys of
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. collectively own 15,584
shares of Common Stock of the Company and Mintz Levin Investments LLC owns
20,175 shares of Common Stock of the Company.
Item 6. Indemnification of Directors and Officers.
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Incorporated by reference to the Registrant's Registration Statement on
Form S-1, File No. 333-35164.
Item 7. Exemption from Registration Claimed.
--------------------------------------------
Not applicable.
Item 8. Exhibits.
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(3.1) Form of Common Stock Certificate, incorporated herein by
reference to Exhibit 4.1 to the Registrant's Registration Statement
filed on Form S-1, File No. 333-35164.
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(4.2) Restated Certificate of Incorporation of the Registrant.
(4.3) Amended and Restated Bylaws of the Registrant, incorporated
herein by reference to Exhibit 3.4 to the Registrant's Registration
Statement filed on Form S-1, File No. 333-35164.
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to
the legality of shares being registered.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5).
(23.2) Consent of PriceWaterhouse Coopers LLP.
(24) Power of Attorney to file future amendments (set forth on the
signature page of this Registration Statement).
(99.1) The SpeechWorks International, Inc. 2000 Employee Stock Purchase
Plan, incorporated herein by reference to Exhibit 10.7 to the
Registrant's Registration Statement filed on Form S-1, File
No. 333-35164.
(99.2) The SpeechWorks International, Inc. 2000 Employee, Director and
Consultant Stock Plan, incorporated herein by reference to Exhibit
10.6 to the Registrant's Registration Statement filed on Form S-1,
File No. 333-35164.
(99.3) The SpeechWorks International, Inc. Amended and Restated 1995 Stock
Option Plan, incorporated herein by reference to Exhibit 10.5 to the
Registrant's Registration Statement field on Form S-1, File
No. 333-35164.
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
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<PAGE>
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement.
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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 of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final
adjudication of such issue.
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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 Boston, Massachusetts on August 9, 2000.
SPEECHWORKS INTERNATIONAL, INC.
By /s/ Stuart R. Patterson
------------------------------------
Stuart R. Patterson
President and Chief Executive Officer
Each person whose signature appears below constitutes and appoints Stuart
R. Patterson and Rick Olin, and each of them, his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution in each of
them, for him and in his name, place and stead, and in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 of SpeechWorks International, Inc., or any
other registration statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in or
about the premises, as full to all intents and purposes as he or she 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/her substitute or substitutes may
lawfully 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 and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Stuart R. Patterson President, Chief Executive Officer and August 9, 2000
----------------------- Director (principal executive officer)
Stuart R. Patterson
/s/ Richard J. Westelman Chief Financial Officer August 9, 2000
------------------------ (principal financial and accounting officer)
Richard J. Westelman
/s/ Michael S. Phillips Chief Technology Officer and Director August 9, 2000
------------------------
Michael S. Phillips
/s/ William J. O'Farrell Director August 9, 2000
------------------------
William J. O'Farrell
/s/ Axel Bichara Director August 9, 2000
------------------------
Axel Bichara
/s/ Richard Burnes Director August 9, 2000
------------------------
Richard Burnes
/s/ Robert Finch Director August 9, 2000
------------------------
Robert Finch
/s/ John C. Freker, Jr. Director August 9, 2000
------------------------
John C. Freker, Jr.
</TABLE>
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SPEECHWORKS INTERNATIONAL, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
Exhibit
Number Description
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(4.1) Form of Common Stock Certificate incorporated herein
by reference to Exhibit 4.1 to the Registrant's
Registration Statement filed on Form S-1, File
No. 333-35164.
(4.2) Restated Certificate of Incorporation of the
Registrant.
(4.3) Amended and Restated Bylaws of the Registrant,
incorporated herein by reference to Exhibit 3.4 to the
Registrant's Registration Statement filed on Form S-1,
File No. 333-35164.
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C. as to the legality of shares being
registered.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C. (included in opinion of counsel filed as
Exhibit 5).
(23.2) Consent of PriceWaterhouseCoopers LLP.
(24) Power of Attorney to file future amendments (set forth
on the signature page of this Registration Statement).
(99.1) The SpeechWorks International, Inc. 2000 Employee
Stock Purchase Plan, incorporated herein by reference
to Exhibit 10.7 to the Registrant's Registration
Statement on Form S-1, File No. 333-35164.
(99.2) The SpeechWorks International, Inc. 2000 Employee,
Director and Consultant Stock Plan, incorporated
herein by reference to Exhibit 10.6 to the
Registrant's Registration Statement on Form S-1, File
No. 333-35164.
(99.3) The SpeechWorks International, Inc. Amended and
Restated 1995 Stock Option Plan, incorporated herein
by reference to Exhibit 10.5 to the Registrant's
Registration Statement on Form S-1, File No. 333-
35164.
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