<PAGE>
As filed with the Securities and Exchange Commission on June 12, 1998
REGISTRATION NO. 333-
================================================================================
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 (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
ONE CANAL PARK, CAMBRIDGE, MASSACHUSETTS 02141
(Address of Principal Executive Offices)
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1993 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
KURT MUELLER
Principal Executive Officer
Dataware Technologies, Inc.
One Canal Park
Cambridge, Massachusetts 02141
(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
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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 600,000 shares(2) $3.03 $1,818,000 $536.31
- ----------------------------------------------------------------------------------------------------------------------
</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 June 8, 1998 as reported by the Nasdaq National
Market System.
(2) This Registration Statement registers an additional 600,000 shares
under the 1993 Employee Stock Purchase Plan, under which 250,000 shares
have previously been registered (SEC File No. 33-70496).
Page 1 of 9
Exhibit Index Appears at Page 5
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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 a registration statement filed on Form S-8 relating
to the 1993 Employee Stock Purchase Plan is 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. 33-70496) as filed with the Commission
on October 19 1993, 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
12th day of June, 1998.
DATAWARE TECHNOLOGIES, INC.
By: /s/ Kurt Mueller
------------------------------
Kurt Mueller
President and
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 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 June 12, 1998
- ------------------------ Executive Officer
Kurt Mueller
/s/ Michael Gonnerman Principal Financial and April 13, 1998
- ------------------------ Accounting Officer (acting)
Michael Gonnerman
/s/ Jeffrey O. Nyweide Director April 13, 1998
- ------------------------
Jeffrey O. Nyweide
/s/ Stephen H. Beach Director April 13, 1998
- ------------------------
Stephen H. Beach
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
Director
- ------------------------
Julie M. Donahue
/s/ William R. Lonergan Director April 13, 1998
- ------------------------
William R. Lonergan
/s/ Jochen Tschunke Director June 12, 1998
- ------------------------
Jochen Tschunke
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
5 Opinion of Palmer & Dodge as to the legality of the securities
registered.
23.1 Consent of Coopers & Lybrand, independent certified public
accountants.
23.2 Consent of Palmer & Dodge (contained in Opinion of Palmer &
Dodge filed as Exhibit 5).
24 Power of Attorney (set forth on the Signature Page to this
Registration Statement).
</TABLE>
<PAGE>
EXHIBIT 5
PALMER & DODGE LLP
One Beacon Street, Boston, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
June 2, 1998
Dataware Technologies, Inc.
One Canal Park
Cambridge, Massachusetts 02141
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 600,000 shares of the Company's
Common Stock, $.01 par value (the "Shares"), offered pursuant to the provisions
of the Company's 1993 Employee Stock Purchase 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, 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
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Dataware Technologies, Inc. on Form S-8, with regards to the 1993 Employee Stock
Purchase Plan, of our report dated February 12, 1998, except as to the
information presented in the second paragraph of Note O, for which the date is
March 30, 1998, on our audits of the consolidated financial statements of
Dataware Technologies, Inc. as of December 31, 1997 and 1996, and for each of
the three years in the period ended December 31, 1997, which report is
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1997.
/s/Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 12, 1998
