As filed with the Securities and Exchange Commission
on June 18, 1999
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)
1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Title of Securities to be Amount to Proposed Maximum Proposed Maximum Amount of Registration
Registered be Registered Offering Price Per Share Aggregate Offering Price Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 50,000 shares $2.69 (1) $134,500 (1) $100.00
$0.01 par value per share
==================================================================================================================================
</TABLE>
(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
June 16, 1999, 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, and as further
amended on May 9, 1998 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.
-2-
<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 18th day
of June, 1999.
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 C. 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.
-3-
<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 18th day of June, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/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
</TABLE>
-4-
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
- ------- ----------- -----------
<S> <C> <C>
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 LLP. --
24.1 Power of Attorney (included in the signature
pages of this Registration Statement). --
</TABLE>
- -------------------------
(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.
-5-
Exhibit 5.1
-----------
[Hale and Dorr LLP letterhead]
June 18, 1999
EIS International, Inc.
555 Herndon Parkway
Herndon, Virginia 20170
Re: 1993 Stock Option Plan For Non-Employee Directors --
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 50,000 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 1993 Stock Option Plan for Non-Employee
Directors (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 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 incorporation by reference in this registration
statement of EIS International, Inc., on Form S-8 of our report dated January
27, 1999 with respect to the consolidated balance sheets of EIS International,
Inc., and subsidiaries as of December 31, 1997 and 1998 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, 1998, which report
appears in the Annual Report on Form 10-K of EIS International, Inc. for the
fiscal year ended December 31, 1998.
KPMG LLP
McLean, Virginia
June 18, 1999
