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As filed with the Securities and Exchange Commission on June 5, 1997
REGISTRATION NO. 33-
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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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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)
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1993 EQUITY INCENTIVE PLAN
(Full title of the plan)
DANIEL M. CLARKE
Vice President, Finance and Administration
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 500,000 shares(2) $3.375 $1,687,500.00 $511.37
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) and based upon the average of the high
and low sale prices on May 30, 1997 as reported by the Nasdaq National
Market System.
(2) This Registration Statement registers an additional 500,000 shares under
the 1993 Equity Incentive Plan, under which 2,493,827 shares have
previously been registered (SEC File Nos. 33-70498 and 33-79824).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Statement Regarding Incorporation by Reference of Information from Effective
- ----------------------------------------------------------------------------
Registration Statement
- ----------------------
This Registration Statement registers additional securities of the same class as
other securities for which registration statements filed on Form S-8 relating
to the 1993 Equity Incentive Plan are already effective. Pursuant to General
Instruction E of this Form, the Registrant incorporates by reference into this
Registration Statement the contents of the Registrant's Registration Statement
on Form S-8 (Registration No. 33-70498) as filed with the Commission on October
19, 1993 and the Post-Effective Amendment No. 1 thereto as filed with the
Commission on March 14, 1994, including exhibits thereto.
ITEM 8. EXHIBITS.
See Exhibit Index on page 5.
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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, 1997.
DATAWARE TECHNOLOGIES, INC.
By: /s/ Daniel M. Clarke
-------------------------------
Daniel M. Clarke
Vice President, Finance and
Administration
POWER OF ATTORNEY
We, the undersigned officers and directors of Dataware Technologies, Inc.
hereby severally constitute and appoint Kurt Mueller, Daniel M, Clarke 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 and all
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 the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Kurt Mueller Director and Principal May 23, 1997
- ------------------------ Executive Officer
Kurt Mueller
/s/ Daniel M. Clarke Principal Financial and May 23, 1997
- ------------------------ Accounting Officer
Daniel M. Clarke
/s/ Jeffrey O. Nyweide Director May 23, 1997
- ------------------------
Jeffrey O. Nyweide
/s/ Stephen H. Beach Director May 23, 1997
- ------------------------
Stephen H. Beach
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ William R. Lonergan Director May 23, 1997
- ------------------------
William R. Lonergan
/s/ Julie M. Donahue Director May 23, 1997
- ------------------------
Jule M. Donahue
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ------
<S> <C> <C>
5 Opinion of Palmer & Dodge as to the legality of the
securities registered hereunder. 6
23.1 Consent of Coopers & Lybrand, independent certified
public accountants. 8
23.2 Consent of Palmer & Dodge (contained in Opinion of
Palmer & Dodge filed as Exhibit 5). 6
24 Power of Attorney (set forth on the Signature Page to
this Registration Statement). 3-4
</TABLE>
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EXHIBIT 5
PALMER & DODGE LLP
One Beacon Street, Boston, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
June 3, 1997
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 (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), on or about the date
hereof. The Registration Statement relates to 500,000 shares of the Company's
Common Stock, $.01 par value (the "Shares"), offered pursuant to the provisions
of the Company's 1993 Equity Incentive 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 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
Palmer & Dodge llp
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inncorporation by reference in this registration statement on
Form S-8 of our report dated February 13, 1997, on our audits of the
consolidated financial statements of Dataware Technologies, Inc. as of December
31, 1996 and 1995, and for each of the three years in the period ended December
31, 1996, which report is incorporated by reference in the Company's 1996 Annual
Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 3, 1997
