<PAGE>
As filed with the Securities and Exchange Commission November 28, 2000.
File No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------
ACCORD NETWORKS LTD.
(Exact Name of Issuer as Specified in its Charter)
Israel Not Applicable
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
9040 Roswell Road, Suite 450
Atlanta, Georgia 30350-1877, USA
Telephone: 770-641-4400
Facsimile: 770-641-4499
(Address, including zip code, and telephone number of
Principal Executive Offices)
Accord Networks Ltd. 1995 Employee Share Ownership and Option Plan
Accord Networks Ltd. Share Ownership and Option Plan (2000)
Accord Networks Ltd. 2000 Share Option Plan
Accord Networks Ltd. 2000 Non-Employee Director Stock Option Plan
Stock Option for Vamos Ltd.
(Full Title of the Plans)
<TABLE>
<CAPTION>
<S> <C>
Accord Networks Ltd. Copy to:
Jules L. DeVigne, Chairman and Chief Executive Officer Craig D. Apolinsky
9040 Roswell Road, Suite 450 Alston & Bird LLP
Atlanta, Georgia 30350-1877, USA One Atlantic Center
Telephone: 770-641-4400 1201 West Peachtree Street, NW
Facsimile: 770-641-4499 Atlanta, Georgia 30309-3424
Telephone: (404) 881-7754
(Name and address of agent for service) Facsimile: (404) 881-7777
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Title of Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Unit Offering Price Fee
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary shares, NIS
0.01 nominal value per
share 2,757,461 $ 1.77(1) $ 4,880,706 $ 1,289
------------------------------------------------------------------------------------------------------------
Ordinary shares, NIS
0.01 nominal value per
share 750,000 $ 8.70(2) $ 6,525,000 $ 1,723
------------------------------------------------------------------------------------------------------------
Ordinary shares, NIS
0.01 nominal value per
share 750,000 $ 8.77(3) $ 6,577,500 $ 1,737
------------------------------------------------------------------------------------------------------------
Ordinary shares, NIS
0.01 nominal value per
share 50,000 $ 9.50(4) $ 475,000 $ 126
------------------------------------------------------------------------------------------------------------
Ordinary shares, NIS
0.01 nominal value per
share 497,734 $ 0.01(5) $ 4,977.34 $ 2
------------------------------------------------------------------------------------------------------------
Ordinary shares, NIS
0.01 nominal value per
share 992,539 $7.140625(6) $ 7,087,348.80 $ 1,872
------------------------------------------------------------------------------------------------------------
Aggregate 5,797,734 (7) $25,550,532.14 $ 6,749
------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Determined in accordance with Rule 457(h). Such computation is based on the
weighted average exercise price per share covering outstanding options under
the Accord Networks Ltd. 1995 Employee Share Ownership and Option Plan.
(2) Determined in accordance with Rule 457(h). Such computation is based on the
weighted average exercise price per share covering outstanding options under
the Accord Networks Ltd. Share Ownership and Option Plan (2000)
(3) Determined in accordance with Rule 457(h). Such computation is based on the
weighted average exercise price per share covering outstanding options under
the Accord Networks Ltd. 2000 Share Option Plan.
(4) Determined in accordance with Rule 457(h). Such computation is based on the
exercise price per share covering outstanding options under the Accord
Networks Ltd. 2000 Non-Employee Director Stock Option Plan.
(5) Computed in accordance with Rule 457(h). Such computation is based on the
exercise price per share covering outstanding options under the Stock Option
Agreement, dated as of January 14, 1997, between Accord Networks Ltd. and
Eduardo Shoval, which options were subsequently transferred to Vamos Ltd.,
an entity wholly owned by Mr. Shoval and his wife. The exercise price under
the agreement is 0.01 New Israeli Shekel, which is approximately $0.0024 per
share based on the currency exchange rate on November 28, 2000.
(6) Determined in accordance with Rule 457(h), the registration fee calculation
is based on the average of the high and low prices of the Registrant's
ordinary shares reported on the Nasdaq National Market System on November
24, 2000.
(7) Amount to be registered includes 3,600,000 shares authorized and reserved
for issuance upon exercise of options granted or which may be granted under
the Accord Networks Ltd. 1995 Employee Share Ownership and Option Plan;
750,000 shares authorized and reserved for issuance upon exercise of options
granted or which may be granted under the Accord Networks Ltd. Share
Ownership and Option Plan (2000); 750,000 shares authorized and reserved for
issuance upon exercise of options granted or which may be granted under the
Accord Networks Ltd. 2000 Share Option Plan; 200,000 shares authorized and
required for issuance upon exercise of options granted or which may be
granted under the Accord Networks Ltd. 2000 Non-Employee Director Stock
Option Plan; and 497,734 shares authorized and reserved for issuance upon
exercise of options granted under the Stock Option Agreement, dated January
14, 1997, by and between Accord Networks Ltd. and Eduardo Shoval, which
options were subsequently transferred to Vamos Ltd., an entity wholly owned
by Mr. Shoval and his wife; plus such additional shares as may be issued by
reason of stock splits, stock dividends or similar transactions.
<PAGE>
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
(a) The documents constituting Part I of this Registration Statement will
be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended.
(b) Upon written or oral request, the Registrant will provide, without
charge, the documents incorporated by reference in Item 3 of Part II of this
registration statement. The documents are incorporated by reference in the
Section 10(a) prospectus. The Registrant will also provide, without charge,
upon written or oral request, other documents required to be delivered to
employees pursuant to Rule 428(b). Requests for the above mentioned
information, should be directed to Registrant's Chief Financial Officer at 9040
Roswell Road, Suite 450, Atlanta, Georgia 30350-1877, USA, Telephone: 770-641-
4400, Facsimile: 770-641-4499.
The Israeli Securities Authority has granted the Registrant an exemption
from Israel's prospectus publication requirements applicable to this
offering. Investors should not interpret that exemption as endorsing
the matters contained in Part I of this Registration Statement
or the Section 10(a) prospectus or as an approval of their
reliability or adequacy, nor should investors interpret
that exemption as an expression of opinion concerning
the quality of the securities registered hereunder.
I-1
<PAGE>
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Accord Networks Ltd. (the "Registrant")
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference and deemed to be a part hereof from the date of
the filing of such documents:
(a) The Registrant's prospectus filed pursuant to Rule 424(b) under the
Securities Act on June 29, 2000 (as part of Registrant's Registration Statement
on Form F-1 (No. 333-38804), filed with the Commission on June 8, 2000),
containing audited financial statements for the Registrant's fiscal year ended
December 31, 1999;
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1999; and
(c) The description of ordinary shares contained in the Registrant's
Registration Statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in any other subsequently filed document which also is
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall 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
The validity of the ordinary shares registered hereunder is being passed
upon by Doron Cohen-David Cohen, Law Offices. A partner at Doron Cohen-David
Cohen, Law Offices
II-1
<PAGE>
beneficially owns 1,000 ordinary shares of the Registrant, and his spouse
beneficially owns 4,559 ordinary shares of the Registrant.
Item 6. Indemnification of Directors and Officers
The Companies Law, 1999, provides that a company may include in its
articles of association provisions which allow it to:
. enter into a contract to insure the liability of an office holder (as
defined below) of the company by reason of acts or omissions committed in
his capacity as an office holder of the company with respect to the
following:
(a) the breach of his duty of care to the company or any other person;
(b) the breach of his fiduciary duty to the company to the extent he acted in
good faith and had a reasonable basis to believe that the act would not
prejudice the interests of the company; and
(c) monetary liabilities or obligations which may be imposed upon him in
favor of other persons.
. indemnify an office holder of the company for:
(a) monetary liabilities or obligations imposed upon him in favor of other
persons pursuant to a court judgment, including a compromise judgment or
an arbitrator's decision approved by a court, by reason of acts or
omissions of such person in his capacity as an office holder of the
company; and
(b) reasonable litigation expenses, including attorney's fees, actually
incurred by the office holder or imposed upon him by a court, in an
action, suit or proceeding brought against him by or on behalf of the
Company or by other persons, or in connection with a criminal action from
which he was acquitted, or in connection with a criminal action which
does not require proof of criminal intent in which he was convicted, in
each case by reason of acts or omissions of the person in his capacity as
an office holder.
The Companies Law provides that a company's articles of association may
provide for indemnification of an office holder post-factum and may also provide
that a company may undertake to indemnify an office holder in advance, provided
the undertaking is limited to types of occurrences, which, in the opinion of the
company's board of directors, are, at the time of the undertaking, foreseeable
and to an amount the board of directors has determined is reasonable in the
circumstances.
The Companies Law provides that a company may not indemnify, exempt or
enter into an insurance contract which would provide coverage for the liability
of, an office holder with respect to the following:
. a breach of his fiduciary duty, except to the extent described above;
II-2
<PAGE>
. a breach of his duty of care, if the breach was done intentionally,
recklessly or with disregard of the circumstances of the breach or its
consequences;
. an act or omission done with the intent to unlawfully realize personal
gain; or
. a fine or monetary settlement imposed upon him.
The Companies Law defines "office holder" to include a director, managing
director, general manager, chief executive officer, executive vice president,
vice president, other managers directly subordinate to the managing director,
and any other person fulfilling or assuming any of these positions or
responsibilities without regard to the person's title.
Indemnification of, and procurement of insurance coverage for, an office
holder of a company requires, under the Companies Law, the approval of the
company's audit committee and board of directors, and, in certain circumstances,
including if the office holder is a director, the approval of the company's
shareholders.
We have agreed to indemnify each of our office holders subject to the
above, and have purchased from a commercial carrier a directors' and officers'
liability insurance policy insuring our office holders as permitted by the
Companies Law and our articles of association, including coverage with respect
to the offering of the ordinary shares described in this registration statement.
In October 1999 and April 2000, our board of directors authorized us to enter
into indemnification agreements with each of our office holders. Our
shareholders approved these agreements in December 1999 and May 2000. The form
of indemnification agreement provides among other things that subject to certain
conditions and limitations, we will indemnify our office holders in respect of
all amounts they may be obligated to pay, including reasonable legal expenses,
in the event of legal proceedings or a judgment in respect of or due to any act
or omission taken or made in their capacity as office holders, including in
connection with this offering.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The exhibits included as part of this Registration Statement are as
follows:
Exhibit Number Description
-------------- -----------
4.1 Articles of Association of the Registrant (incorporated by
reference from Exhibit 3.1 to the Registrant's Registration
Statement on Form F-1 (No. 333-38804) filed with the
Commission on June 8, 2000).
II-3
<PAGE>
4.2 Memorandum of Association of the Registrant (incorporated
by reference from Exhibit 3.2 to the Registrant's
Registration Statement on Form F-1 (No. 333-38804) filed
with the Commission on June 8, 2000).
4.3 Specimen Ordinary Share Certificate (incorporated by
reference from Exhibit 4.1 to the Registrant's Amendment
No. 2 to the Registration Statement on Form F-1 (No. 333-
38804) filed with the Commission on June 26, 2000).
4.4 Stockholders Rights Agreement dated as of June 22, 1999
(incorporated by reference from Exhibit 4.2 to the
Registrant's Registration Statement on Form F-1 (No. 333-
38804) filed with the Commission on June 8, 2000).
4.5 Amendment to Stockholders Rights Agreement dated as of July
19, 1999 (incorporated by reference from Exhibit 4.3 to
Accord's Registration Statement on Form F-1 (No. 333-38804)
filed with the Commission on June 8, 2000).
4.6 Second Amendment to Stockholders Rights Agreement dated as
of May 25, 2000 (incorporated by reference from Exhibit 4.4
to the Registrant's Registration Statement on Form F-1 (No.
333-38804) filed with the Commission on June 8, 2000).
5.1 Opinion of Doron Cohen-David Cohen, Law Offices.
23.1 Consent of Doron Cohen-David Cohen, Law Offices (included
in Exhibit 5.1).
23.2 Consent of Kesselman & Kesselman, a member of
PricewaterhouseCoopers International Limited, independent
certified public accountants in Israel.
24.1 Power of Attorney (included on the signature page contained
in Part II hereof).
99.1 Registrant's 1995 Employee Share Ownership and Option Plan
(incorporated by reference from Exhibit 10.1 to the
Registrant's Registration Statement on Form F-1 (No. 333-
38804) filed with the Commission on June 8, 2000).
99.2 Registrant's Share Ownership and Option Plan (2000)
(incorporated by reference from Exhibit 10.2 to the
Registrant's Registration Statement on Form F-1 (No. 333-
38804) filed with the Commission on June 8, 2000).
II-4
<PAGE>
99.3 Registrant's 2000 Share Option Plan (incorporated by
reference from Exhibit 10.3 to the Registrant's
Registration Statement on Form F-1 (No. 333-38804) filed
with the Commission on June 8, 2000).
99.4 Registrant's 2000 Non-Employee Director Stock Option Plan.
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 this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 being 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 Section 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.
II-5
<PAGE>
(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.
II-6
<PAGE>
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 Atlanta, State of Georgia, on the 28th day of
November, 2000.
ACCORD NETWORKS LTD.
By: /s/ JULES L. DeVIGNE
--------------------
Jules L. DeVigne
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jules L. DeVigne and Jeffrey B. Bradley, and each
of them, with the power to act without the other, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her, and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, 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 and necessary to be done in and about the
premises, as fully and 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 his 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 on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Capacity Date
---- -------- ----
<S> <C> <C>
/s/ JULES L. DeVIGNE Chairman and Chief Executive Officer, November 28, 2000
---------------------- Director
Jules L. DeVigne (Principal Executive Officer)
/s/ JEFFREY B. BRADLEY Chief Financial Officer November 28, 2000
---------------------- (Principal Financial and
Jeffrey B. Bradley Accounting Officer)
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
Name Capacity Date
---- -------- ----
<S> <C> <C>
/s/ SIGI GAVISH
---------------------- Chief Technology Officer and November 28, 2000
Sigi Gavish Director
/s/ MATTY KARP
---------------------- Director November 28, 2000
Matty Karp
/s/ JOS C. HENKENS
---------------------- Director November 28, 2000
Jos C. Henkens
</TABLE>
Authorized Representative in the United States:
Accord Networks, Inc.
By:/s/ JULES L. DeVIGNE
------------------------------------
Jules L. DiVigne
Chairman and Chief Executive Officer
II-8
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Number Description
-------------------------- ---------------------------------------------------------------------------
<C> <S>
4.1 Articles of Association of the Registrant (incorporated by reference from
Exhibit 3.1 to the Registrant's Registration Statement on Form F-1 (No.
333-38804) filed with the Commission on June 8, 2000).
4.2 Memorandum of Association of the Registrant (incorporated by reference
from Exhibit 3.2 to the Registrant's Registration Statement on Form F-1
(No. 333-38804) filed with the Commission on June 8, 2000).
4.3 Specimen Ordinary Share Certificate (incorporated by reference from
Exhibit 4.1 to the Registrant's Amendment No. 2 to the Registration
Statement on Form F-1 (No. 333-38804) filed with the Commission on June
26, 2000).
4.4 Stockholders Rights Agreement dated as of June 22, 1999 (incorporated by
reference from Exhibit 4.2 to the Registrant's Registration Statement on
Form F-1 (No. 333-38804) filed with the Commission on June 8, 2000).
4.5 Amendment to Stockholders Rights Agreement dated as of July 19, 1999
(incorporated by reference from Exhibit 4.3 to Accord's Registration
Statement on Form F-1 (No. 333-38804) filed with the Commission on June 8,
2000).
4.6 Second Amendment to Stockholders Rights Agreement dated as of May 25, 2000
(incorporated by reference from Exhibit 4.4 to the Registrant's
Registration Statement on Form F-1 (No. 333-38804) filed with the
Commission on June 8, 2000).
5.1 Opinion of Doron Cohen-David Cohen, Law Offices.
23.1 Consent of Doron Cohen-David Cohen, Law Offices (included in Exhibit 5.1).
23.2 Consent of Kesselman & Kesselman, a member of PricewaterhouseCoopers
International Limited, independent certified public accountants in Israel.
24.1 Power of Attorney (included on the signature page contained in Part II
hereof).
</TABLE>
<PAGE>
<TABLE>
<S> <C>
99.1 Registrant's 1995 Employee Share Ownership and Option Plan (incorporated
by reference from Exhibit 10.1 to the Registrant's Registration Statement
on Form F-1 (No. 333-38804) filed with the Commission on June 8, 2000).
99.2 Registrant's Share Ownership and Option Plan (2000) (incorporated by
reference from Exhibit 10.2 to the Registrant's Registration Statement on
Form F-1 (No. 333-38804) filed with the Commission on June 8, 2000).
99.3 Registrant's 2000 Share Option Plan (incorporated by reference from
Exhibit 10.3 to the Registrant's Registration Statement on Form F-1 (No.
333-38804) filed with the Commission on June 8, 2000).
99.4 Registrant's 2000 Non-Employee Director Stock Option Plan.
</TABLE>
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