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As filed with the Securities and Exchange Commission on June 1, 1999
Registration No.333- __________
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 of incorporation) (I.R.S. Employer
Identification No.)
One Canal Park, Cambridge, Massachusetts 02142
(Address of Principal Executive Offices)
OPTIONS ISSUED IN CONSIDERATION OF EMPLOYMENT IN CONNECTION
WITH THE ACQUISITION OF SOVEREIGN HILL SOFTWARE, INC.
(Full title of the plan)
MICHAEL GONNERMAN
Vice President, Chief Financial Officer and Treasurer
Dataware Technologies, Inc.
One Canal Park
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 Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee
Share (2) Price (2)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 352,750 shares $2.9375 $1,036,203 $288
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock that become issuable in connection with the shares registered
hereby by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration
that results in an increase in the number of the Company's outstanding
shares of Common Stock.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended,
and based upon the exercise price of the outstanding options.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
The information required by Part I of Form S-8 is included in documents
sent or given to the optionholder by Dataware Technologies, Inc., a Delaware
corporation (the "Registrant"), pursuant to Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act").
Item 2. Registrant Information and Employee Plan Annual Information.
The written statement required to be provided to the optionholder
pursuant to this Item is set forth in the documents referenced in Item 1 above.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's annual report on Form 10-K for the year ended
December 31, 1998;
(b) All other reports filed pursuant to Section 13(a) or 15(d)of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
Registant's fiscal year ended December 31, 1998;
(c) The Registrant's Current Report on Form 8-K filed with the SEC on
January 14, 1999, as amended by Amendment No. 1 and Amendment No. 2 to Form 8-K
filed with the SEC on March 16, 1999 and March 17, 1999, respectively; and
(d) The description of the Registrant's common stock, par value $0.01
per share (the "Common Stock"), contained in the Registrant's registration
statement on Form 8-A, declared effective by the SEC on July 19, 1993, under the
Exchange Act, 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 that 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. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
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modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits the
Registrant to indemnify directors, officers, employees and agents of the
Registrant against actual and reasonable expenses (including attorneys' fees)
incurred by them in connection with any action, suit or proceeding brought
against them by reason of their status or service as a director, officer,
employee or agent by or on behalf of the Registrant, and against expenses
(including attorneys' fees), judgments, fines and settlements actually and
reasonably incurred by him in connection with any such action, suit or
proceeding, if (i) he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Registrant, and (ii) in the
case of a criminal proceeding, he had no reasonable cause to believe his conduct
was unlawful. Except as ordered by a court, no indemnification shall be made in
connection with any proceeding brought by or in the right of the corporation
where the person involved is adjudged to be liable to the Registrant.
Article FIFTH, Section 6 of the Registrant's Restated Certificate of
Incorporation, as amended to date, provides that the Registrant shall, to the
fullest extent permitted by the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify each person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was, or has agreed to become
a director or officer of the Registrant, or is or was serving, or has agreed to
serve at the request of the Registrant as a director, officer or trustee of, or
in a similar capacity with, another corporation, partnership, joint venture,
trust or other enterprise. The indemnification provided for in Article FIFTH is
expressly not exclusive of any other rights to which those seeking
indemnification may be entitled under any law, agreement or vote of stockholders
or disinterested directors or otherwise, and shall inure to the benefit of the
heirs, executors and administrators of such persons. Article FIFTH further
permits the Board of Directors to authorize the grant of indemnification rights
to other employees and agents of the Registrant and such rights may be
equivalent to, or greater or less than, those set forth in Article FIFTH.
Article FIFTH, Section 7 of the Registrant's Restated Certificate of
Incorporation, as amended to date, provides that a director shall not be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except to the extent that elimination or
limitation of liability is not permitted under the Delaware General Corporation
Law as in effect when such liability is determined.
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Article V, Section 1 of the By-Laws of the Registrant, as amended
through to date, permits the Registrant to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, fiduciary, or
agent of the Registrant against any liability asserted against and incurred by
such person in any such capacity or arising out of such person's position,
whether or not the Registrant would have the power to indemnify such person
against such liability under the provisions of the General Corporation Law of
the State of Delaware.
The Registrant maintains liability insurance for each director and
officer for certain losses arising from claims or charges made against them
while acting in their capacities as directors or officers of the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index immediately following signature pages.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant
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pursuant to Section 13 of 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the Registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Securities Act need
not be furnished, provided, that the Registrant includes in the prospectus, by
means of a post-effective amendment, financial statements required pursuant to
this paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Securities Act or Rule 3-19 of this chapter if such financial
statements and information are contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the Form F-3.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions referred to in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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 Cambridge, Massachusetts, on the 27th day of May,
1999.
DATAWARE TECHNOLOGIES, INC.
By: /s/ Michael Gonnerman
-----------------------------
Michael Gonnerman
Vice President, Chief Financial Officer
and Treasurer
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POWER OF ATTORNEY
We, the undersigned officers and directors of Dataware Technologies, Inc.
hereby severally constitute and appoint David Mahoney, Michael Gonnerman, 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/ David Mahoney President and Chief May 27, 1999
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David Mahoney Executive Officer
(Principal Executive Officer)
/s/ Kurt Mueller Chairman of the Board May 27, 1999
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Kurt Mueller
/s/ Michael Gonnerman Vice President, Chief Financial May 27, 1999
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Michael Gonnerman Officer and Treasurer
(Principal Financial and
Principal Accounting Officer)
/s/ Jeffrey O. Nyweide Vice Chairman and Senior May 27, 1999
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Jeffrey O. Nyweide Executive Vice President
of Business Development
and Director
/s/ Stephen H. Beach Director May 27, 1999
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Stephen H. Beach
/s/ William R. Lonergan Director May 27, 1999
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William R. Lonergan
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.3 Rights Agreement dated July 8, 1996, by and between American Stock
Transfer & Trust Company as Rights Agent and the Registrant (the
"Rights Agreement"). (1)
4.4 First Amendment to the Rights Agreement, dated April 14, 1997. (2)
5.1 Opinion of Palmer & Dodge LLP as to the legality of the shares being
registered, filed herewith.
23.1 Consent of PricewaterhouseCoopers LLP, independent auditors, filed
herewith.
23.2 Consent of Deloitte & Touche LLP, independent auditors, filed
herewith.
23.3 Consent of Palmer & Dodge LLP. Included in the opinion filed as
Exhibit 5 hereto.
24 Power of Attorney. Included on the signature page to this Registration
Statement.
_______________________________
(1) Filed as an exhibit to the Company's Current Report on Form 8-K (File No.
0-21860) on July 18, 1996 and incorporated herein by reference.
(2) Filed as an exhibit to the Company's Current Report on Form 8-K (File No.
0-21860) on April 17, 1997 and incorporated herein by reference.
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EXHIBIT 5.1
[LETTERHEAD OF PALMER & DODGE LLP]
May 27, 1999
Dataware Technologies, Inc.
One Canal Park
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 352,750 shares of the Company's
Common Stock, $.01 par value (the "Shares"), issuable upon the exercise of
certain stock options (the "Options") granted to an officer of the Company.
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 and issuance 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 the Shares have been duly
authorized for issuance and, when issued pursuant to the Options, the Shares
will be 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 hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 11, 1999, relating to the
financial statements, which appear in the 1998 Annual Report to Shareholders of
Dataware Technologies, Inc., which is incorporated by reference in Dataware
Technologies, Inc.'s Annual Report on Form 10-K for the year ended December 31,
1998. We also consent to the incorporation by reference of our report dated
February 11, 1999, relating to the financial statement schedule which appears in
such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
May 26, 1999
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Dataware Technologies, Inc. ("Dataware") on Form S-8 of our report dated May 8,
1998, except for the information contained in the third paragraph of Note 2 and
the second paragraph of Note 12, as to which the date is December 15, 1998
(relating to the financial statements of Sovereign Hill Software, Inc. (the
"Company") for the years ended December 31, 1997 and December 31, 1996), which
expresses an unqualified opinion and includes an explanatory paragraph which
indicates that there are matters that raise substantial doubt about the
Company's ability to continue as a going concern, appearing in the Amendment No.
1 to Form 8-K of Dataware dated December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
May 26, 1999
