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As filed with the Securities and Exchange Commission on May 24, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DATAWARE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1232140
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
222 THIRD STREET, CAMBRIDGE, MASSACHUSETTS 02142
(Address of Principal Executive Offices)
1993 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
KURT MUELLER
Chief Executive Officer
Dataware Technologies, Inc.
222 Third Street
Cambridge, Massachusetts 02142
(617) 621-0820
(Name, address and telephone number of agent for service)
with copies to:
MATTHEW C. DALLETT
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0303
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class of securities to Amount to be Proposed Proposed maximum Amount of
be registered registered maximum offering aggregate offering registration fee
price per share(1) price(1)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 70,000 shares(2) $6.75 $472,500 $162.93
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on the average of the high and low prices
of the Registrant's Common Stock on May 20, 1996 as reported by the Nasdaq
National Market System.
(2) This Registration Statement registers an additional 70,000 shares issuable
under the Registrant's 1993 Director Stock Option Plan (the "Plan"). The
Registrant has previously registered 60,000 shares under the Plan
(Registration No. 33-70500).
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Exhibit Index Appears on Page 6
Page 1 of 8 Sequential Pages
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STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION
STATEMENT.
Pursuant to Instruction E to Form S-8, the contents of the Registrant's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Commission") on October 19, 1993 (File No. 33-70500) relating
to the registration of 60,000 shares of the Registrant's Common Stock, $0.01 par
value per share (the "Common Stock"), authorized for issuance under the
Registrant's 1993 Director Stock Option Plan (the "Plan"), are incorporated by
reference in their entirety in this Registration Statement, except as to the
items set forth below. This Registration Statement provides for the
registration of an additional 70,000 shares of the Registrant's Common Stock to
be issued under the Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission (File No. 0-21860) are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995.
(b) All other reports of the Registrant filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the annual report referred to
in (a) above.
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A (File No. 0-21860) filed on May 25, 1993,
including any amendment or report filed for the purpose of updating such
description.
All documents filed after the date of this Registration Statement by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment which indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby will be passed upon for the
Company by Palmer & Dodge LLP, Boston, Massachusetts. Matthew C. Dallett, the
Assistant Secretary of the Company, is a partner of Palmer & Dodge LLP.
ITEM 8. EXHIBITS.
See Exhibit Index on page 6.
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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 Cambridge, Commonwealth of Massachusetts, on this
23rd day of May, 1996.
DATAWARE TECHNOLOGIES, INC.
(Registrant)
By: /s/ Kurt Mueller
-----------------
Kurt Mueller,
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Dataware Technologies,
Inc., hereby severally constitute and appoint Kurt Mueller, Jeffrey O. Nyweide
and Matthew C. Dallett, and each of them singly, our true and lawful attorneys-
in-fact, with full power to them in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 (including any post-
effective amendments thereto), 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 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 below by the following persons in the
capacities and on this 23rd day of May, 1996:
Signature Capacity
- --------- --------
/s/ Kurt Mueller Chief Executive Officer and Director
- ----------------- (Principal Executive Officer)
Kurt Mueller
/s/ Christopher E. Lorch Controller
- ------------------------- (Principal Financial Officer and Principal
Christopher E. Lorch Accounting Officer)
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/s/ Stephen H. Beach Director
- ---------------------
Stephen H. Beach
/s/ David Dominik Director
- ------------------
David Dominik
/s/ Barton L. Faber Director
- --------------------
Barton L. Faber
/s/ William R. Lonergan Director
- ------------------------
William R. Lonergan
/s/ Jeffrey O. Nyweide Director and President
- -----------------------
Jeffrey O. Nyweide
Director
- -----------------------
Jochen Tschunke
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EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1 Restated Certificate of Incorporation of Dataware Technologies,
Inc., as amended. Filed as an exhibit to Registration Statement
No. 33-70498 and incorporated by reference.
4.2 By-Laws of Dataware Technologies, Inc., as amended. Filed as
an exhibit to the Company's report on Form 10-Q for the period
ended March 31, 1995 and incorporated
by reference.
5 Opinion of Palmer & Dodge LLP as to the legality of
the securities registered hereunder.
23.1 Consent of Coopers & Lybrand LLP, independent
certified public accountants.
23.2 Consent of Palmer & Dodge LLP (contained in Opinion
of Palmer & Dodge LLP filed as Exhibit 5).
24 Power of Attorney (set forth on the Signature Page to
this Registration Statement)
*Incorporated by reference
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Exhibit 5
[Opinion of Palmer & Dodge LLP]
May 23, 1996
Dataware Technologies, Inc.
222 Third Street
Cambridge, Massachusetts 02142
We are rendering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by Dataware
Technologies, Inc. (the "Company") with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to 70,000 shares of the Company's Common Stock,
$.01 par value, (the "Shares") offered pursuant to the provisions of the
Company's 1993 Director Stock Option Plan (the "Plan").
We have acted as your counsel in connection with the preparation of
the Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization, issuance and sale of the Shares.
We have examined all such documents as we consider necessary to enable us to
render this opinion.
Based upon the foregoing, we are of the opinion that, when issued in
accordance with the terms of the Plan and the options or other rights granted
thereunder, the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement.
Very truly yours,
/s/ Palmer & Dodge LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 for the 1993 Director Stock Option Plan, of our report dated February
13, 1996, except for the information in Note N, for which the date is
February 28, 1996, on our audit of the consolidated financial statements of
Dataware Technologies, Inc. as of December 31, 1994 and 1995, and for each of
the three years in the period ended December 31, 1995, which report is included
in the Annual Report on Form 10-K.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
May 23, 1996
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