As filed with the Securities and Exchange Commission
on May 12, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
EIS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1017599
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
555 Herndon Parkway
Herndon, Virginia 20170
(Address and zip code of Principal Executive Offices)
AMENDED AND RESTATED STOCK OPTION PLAN
(Full title of the Plan)
Mr. James E. McGowan
President and Chief Executive Officer
555 Herndon Parkway
Herndon, Virginia 20170
(Name, address and of agent for service)
(703) 478-9808
(Telephone number, including area code, of agent for service)
with a copy to
S. Donald Gonson, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Title of Securities to be Amount to Proposed Maximum Proposed Maximum Amount of
Registered be Registered Offering Price Per Share Aggregate Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value per share 1,223,229 shares $6.06 (1) $7,412,767.74 (1) $2,186.77
==========================================================================================================================
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(1) Estimated solely for the purpose of calculating the registration fee and
based upon the average of the high and low trading prices of the
Registrant's Common Stock, as reported on the Nasdaq National Market on
May 6, 1998, in accordance with Rules 457(c) and 457(h) of the Securities
Act of 1933, as amended.
================================================================================
<PAGE>
Statement of Incorporation by Reference
---------------------------------------
This Registration Statement on Form S-8 incorporates by reference the
contents of a Registration Statement on Form S-8, File No. 33-59754, filed by
the Registrant on March 17, 1993, as amended on May 25, 1993, relating to the
Registrant's Amended and Restated Stock Option Plan, the Stock Option Plan for
E. Kevin Dahill, the Stock Option Plan for Robert L. Schwartz, the 1993 Employee
Stock Purchase Plan and the 1993 Stock Option Plan for Non-Employee Directors.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Herndon, Commonwealth of Virginia, this the 5th day
of May, 1998.
EIS International, Inc.
By: /s/ James E. McGowan
--------------------------
James E. McGowan
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of EIS International, Inc.,
hereby severally constitute and appoint James E. McGowan, Frederick Foley, and
S. Donald Gonson, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names, in
the capacities indicated below, the Registration Statement on Form S-8 filed
herewith, and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and on our behalf and in our
capacities as officers and directors to enable EIS International, Inc. to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
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<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated as of the 5th day of May, 1998.
Signature Title
/s/ James E. McGowan President, Chief Executive
------------------------ Officer and Director
James E. McGowan (Principal Executive Officer)
/s/ Frederick C. Foley Chief Financial Officer
------------------------ (Principal Financial
Frederick C. Foley Accounting Officer)
/s/ Robert Cresci Director
------------------------
Robert Cresci
/s/ Robert Jesurum Director
------------------------
Robert Jesurum
/s/ Kent M. Klineman Director
------------------------
Kent M. Klineman
/s/ Charles McCall Director
------------------------
Charles McCall
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<PAGE>
Exhibit Index
Exhibit
Number Description
- ------ -----------
4.1 Restated Certificate of Incorporation,
as amended.(1)
4.2 By-Laws, as amended.(2)
4.3 Specimen Certificate of Common Stock
of the Registrant.(3)
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in
Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included in the signature pages of
this Registration Statement).
- -------------------------
(1) Incorporated herein by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-3 (File No. 33-79814) filed with the
Securities and Exchange Commission on June 3, 1994.
(2) Incorporated herein by reference to Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993.
(3) Incorporated herein by reference to Exhibit C to the Registrant's
Registration Statement on Form 8-A dated June 22, 1992.
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Exhibit 5.1
-----------
[Hale and Dorr LLP letterhead]
May 12, 1998
EIS International, Inc.
555 Herndon Parkway
Herndon, Virginia 20170
Re: Amended and Restated Stock Option Plan --
Registration Statement on Form S-8
------------------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act") relating to 1,223,229 shares of Common Stock, $0.01 par value
per share (the "Shares"), of EIS International, Inc., a Delaware corporation
(the "Company"), issuable under the Company's Amended and Restated Stock Option
Plan (the "Plan").
We have examined the Restated Certificate of Incorporation and the Amended
and Restated By-Laws of the Company, each as amended to date, the Registration
Statement and originals, or copies certified to our satisfaction, of all
pertinent records of the meetings of the directors and stockholders of the
Company and such other documents relating to the Company as we have deemed
material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares to register and qualify the Shares for sale under all
applicable state securities or "blue sky" laws. We express no opinion herein as
the laws of any state or jurisdiction other than the state laws of the
Commonwealth of Massachusetts, the Delaware General Corporation Law statute and
the federal laws of the United States of America.
<PAGE>
Based upon and subject to the foregoing, we are of the opinion that the
Shares covered by the Registration Statement have been duly authorized for
issuance under the Plan and that the Shares, when issued against payment
therefor in accordance with the terms of the Plan and at a price per share in
excess of the nominal value per share for such Shares, will be validly issued,
fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein. In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matter.
Very truly yours,
/s/ Hale and Dorr LLP
Hale and Dorr LLP
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the use of our report incorporated by reference in the
registration statement on Form S-8 of EIS International, Inc. and subsidiaries
as listed with the Securities and Exchange Commission on May 11, 1998, relating
to the consolidated balance sheets of EIS International, Inc. and subsidiaries
as of December 31, 1996 and 1997, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1997, and all related schedules, which
report appears in the December 31, 1997, annual report on Form 10-K of EIS
International, Inc. and subsidiaries.
KPMG Peat Marwick LLP
Stamford, Connecticut
May 11, 1998
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