<PAGE>
As filed with the Securities and Exchange Commission on April 7, 1999
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
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 or organization) Identification Number)
One Canal Park
Cambridge, Massachusetts 02141
(617) 621-0820
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
MICHAEL GONNERMAN
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Dataware Technologies, Inc.
One Canal Park
Cambridge, Massachusetts 02141
(617) 621-0820
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with copies to:
MATTHEW C. DALLETT, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [_]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Title of each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be to be Offering Price Aggregate Offering Registration
Registered Registered Per Share (1) Price (1) Fee
==================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share.......... 200,000 $2.50 $500,000 $139.00
==================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. The proposed
maximum offering price per share indicated equals the average of the high
and low sale prices on April 5, 1999, as reported by the Nasdaq National
Market.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 7, 1999
PROSPECTUS
======================
200,000 SHARES
[DATAWARE TECHNOLOGIES LOGO APPEARS HERE]
DATAWARE TECHNOLOGIES, INC.
COMMON STOCK
======================
Dataware common stock trades on the Nasdaq National Market under the symbol
DWTI. On April 5, 1999, the last reported price per share of Dataware common
stock on the Nasdaq National Market was $2.50 per share.
The selling stockholder listed on page 8 of this prospectus is offering the
shares of common stock described in this prospectus and will receive all the
proceeds from any sales of these shares. The selling stockholder obtained the
shares of common stock offered in this prospectus in connection with our
acquisition of certain assets and liabilities of Sovereign Hill Software, Inc.
The selling stockholder will pay all brokerage fees and commissions and
similar sale-related expenses. We are paying all expenses relating to the
registration of the shares with the Securities and Exchange Commission.
_____________________
An investment in shares of Dataware common stock involves certain risks. You
should carefully read and consider the "Risk Factors" beginning on page 4 of
this prospectus.
_____________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
_____________________
The information in this prospectus is not complete and may be changed. The
selling stockholder may not sell these securities until the registration
statement filed with the SEC is effective. This prospectus is not an offer to
sell these securities and it is not soliciting an offer to buy these securities
in any state where the offer or sales is not permitted.
_____________________
THE DATE OF THIS PROSPECTUS IS APRIL ___, 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
About Dataware Technologies, Inc......................................... 3
Risk Factors............................................................. 4
Use of Proceeds.......................................................... 8
Selling Stockholder...................................................... 8
Plan of Distribution..................................................... 8
Legal Matters............................................................ 10
Experts.................................................................. 10
Forward-Looking Statements............................................... 10
Where You Can Find More Information...................................... 11
</TABLE>
<PAGE>
ABOUT DATAWARE TECHNOLOGIES, INC.
Dataware is a leading provider of software for enterprise information
access or "knowledge management" and professional electronic publishing
applications, as well as multimedia services for CD-ROM and Web-based
publishing. Our innovative software products and multimedia services permit the
integration of information from a wide variety of sources and allow access and
publishing via the latest information technologies, such as the Internet,
intranets, enterprise networks, CD-ROM, commercial on-line services, print-on-
demand, and combinations of these media. Our multimedia division, Ledge
Multimedia, creates interactive business solutions via high-end applications
that incorporate audio, video, graphics, and animation. Our customers range
from corporations and commercial publishers to government agencies and
educational institutions. We derive recurring revenues from software licenses,
software maintenance and service revenues from updating existing customers'
applications.
Dataware has been in business since 1988. Acquisitions of other businesses
have contributed significantly to our earlier growth. Our most recent
acquisition was of the assets and certain liabilities of Sovereign Hill
Software, Inc., the selling stockholder to which this prospectus relates.
Sovereign Hill is a developer of knowledge management products and a provider of
custom information retrieval systems.
On September 30, 1997, we sold a portion of our data services business to
Information Handling Services Group, Inc. or "IHS." The portion of the business
we sold included certain of our contracts and other assets, as well as the stock
of our Australian, Canadian, German, Italian and Swedish subsidiaries. In
addition, IHS became our largest distributor in North America, Europe and
Australia. This transaction has resulted in significant changes in our
business. You should keep this in mind when reviewing our historical financial
statements.
3
<PAGE>
RISK FACTORS
Before you invest in our common stock, you should be aware that there are
various risks involved in making this investment. You should carefully consider
the following risk factors and other information in this prospectus, as well as
information found in our SEC filings, before investing in our common stock.
If we are unable to keep pace with rapid technological changes in the market for
our products and services, we may miss certain market opportunities which could
lower sales.
With the recent popularity of the Internet and internal corporate "intranets,"
the market for information management and distribution products and services
continues to change rapidly. In order to be successful, we must keep up with
changing technology and customer demands, including next-generation user
interfaces, semantic modeling and collaborative filtering technologies and other
features introduced by competitors. As with any new product, our most innovative
offerings may be subject to delays in production and will require a period of
adjustment to ensure that they are meeting customer requirements. We may miss
certain market opportunities and future sales if there are any significant
product delays.
Our ability to keep pace with market changes depends in large part on whether we
can continue to hire and retain personnel with the necessary skills and
creativity and provide adequate funding for development efforts.
We are dependent on key personnel, whose loss could delay our product
development initiatives.
Our success depends on our ability to attract and retain highly skilled
technical, management, sales and marketing personnel. We may not be able to
retain and attract additional qualified employees and this could have a material
adverse effect on the development and introduction of competitive products.
Competition for personnel in the computer software and services industry is
intense, and we are always at risk of losing key personnel to our competitors.
Our ability to provide competitive equity compensation to key employees plays a
significant role in personnel retention. Unless the market price of our common
stock rises, we may not be able to do this. Thus, we cannot assure you that we
will be successful in attracting and retaining qualified personnel.
We face intense competition and may not be able to develop new, improved or more
cost effective products as quickly as our competitors.
The markets in which we compete are intensely competitive. We may not be able to
respond effectively to market or technological changes or to compete
successfully with current and future competitors. Increased competition may
result in price reductions, reduced gross margins and loss of market share, any
of which could have a material adverse effect on our business, operating results
and financial condition.
Our competition varies by:
. geography (North America, Europe, Asia);
. type of customer (commercial, corporate, government agency);
. market segment; and
. application category (from high-end, complete software and service solutions
to pure software sales).
Our competitors include traditional information retrieval competitors, as well
as very significant potential players such as
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Lotus (IBM), Netscape and Microsoft, all of whom approach knowledge management
system development from a different product base. It is likely that new
competitors will enter the markets as they continue to grow. Furthermore, as the
markets grow, a number of companies could attempt to increase their presence in
the markets we serve by acquiring or forming strategic alliances with our
competitors or by introducing products or services specifically designed for
these markets. Compared to us, many of our current and future competitors have
longer operating histories and significantly greater financial, technical,
sales, marketing and other resources.
A distribution agreement with a key customer could affect our ability to control
the quality of our services.
In September 1997, we sold a portion of our data services business to IHS and
entered into a distribution agreement with IHS, under which IHS took over the
software distribution activities previously performed by five foreign
subsidiaries. IHS is now our biggest customer, accounting for 28% of total
revenues in 1998. In addition, we provide software and multimedia services for
use by IHS internally and in its publishing activities. Our results of
operations may be significantly affected by factors such as:
. the extent to which IHS is able to perform the same types of services we
provided before the sale and the quality of the services,
. the ability of IHS to distribute our software effectively,
. increased competition that may result from IHS' access to our customers and
former employees, and
. the quality of the ongoing relationships with IHS.
We rely on third-party distributors who may not sell enough of our products to
make our business profitable.
Historically, we distributed our products and services largely through direct
channels. We currently rely heavily on indirect distribution channels, such as
value-added resellers. Our inability to develop and effectively manage these
relationships without disruption also could have a material adverse effect on
our business.
Our operating results fluctuate from quarter to quarter making our future
operating results difficult to predict.
We have experienced, and may continue to experience, significant quarterly
fluctuations in our operating results. Our revenue from software license fees
are substantially dependent on factors including the following:
. the timing of product shipments and receipt of license reports for sales that
are often difficult to forecast;
. our ability to close significant sales in any quarter;
. external market conditions; and
. competition.
Changes in these factors may result in a material variation between forecasted
quarterly results and actual results. Also, a disproportionately large
percentage of quarterly sales occur in the closing weeks of each quarter, making
any prediction of quarterly results before the end of a quarter potentially
unreliable. Given these variations, we cannot assure you that we will be
consistently profitable during any particular period.
We may have operating losses in the future making it difficult to fund our
operations.
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<PAGE>
In recent years we have had significant operating losses. Although we believe
that our liquid assets and anticipated cash from operations will be sufficient
to meet our liquidity needs for the foreseeable future, our working capital and
other capital requirements may change because of factors such as the following:
. unanticipated changes in business conditions or delays in market acceptance
of new products;
. expansion of operations or research and development activities;
. development of new distribution channels;
. competitive and technological developments;
. costs of remediation of Year 2000 computer problems; and
. possible future acquisitions of businesses and/or product rights.
We cannot assure you that we will not experience liquidity problems because of
adverse market conditions, changes in the economy or other unfavorable events.
Market factors that affect certain classes of customers may hurt our results.
Our revenues depend on distributors maintaining relationships with certain
classes of customers, including:
. government agencies in the United States, Canada, Germany and the United
Kingdom;
. corporate and commercial publishers, and law firms (for certain on-line
products);
. financial printers, issuers of securities; and
. financial services and health care organizations.
Factors that affect any of these customer groups may have a substantial adverse
effect on our earnings. For example, political pressures may cause governmental
customers to reduce spending on our products and services. A reduction in the
amount of orders received from any customer class would have a material adverse
effect on our earnings and may cause actual results to vary materially from
quarter to quarter.
We may not be able to obtain copyright or trademark protection for our products
which could limit our ability to prevent competitors from using our technology.
Our success also depends on protecting our proprietary intellectual property
rights. We rely primarily on a combination of copyright, trademark and trade
secret laws, license agreements, employee and third party non-disclosure
agreements and other methods to protect our software. We do not rely on patent
protection for our software products and existing copyright laws afford only
limited protection.
Other factors also create risks in this area. For example, it is difficult to
protect proprietary rights in certain international markets including South
America, the Middle East, the Pacific Rim and the Far East, where foreign laws
do not offer the same intellectual property protection as U.S. law. Third
parties may claim we are infringing their rights. If these claims are made, they
may result in costly litigation or require us to license intellectual property
rights of others, which may not be possible on reasonable terms or at all. Any
such claims, with or without merit, can be time consuming and expensive to
defend, which can adversely affect our financial condition.
Since a large portion of our revenues are generated outside the United States,
changes in international markets could affect our overall sales.
We generate a significant portion of our revenues from international sales.
Currently, we have direct sales organizations in the United Kingdom, Denmark and
Singapore and have distribution agreements covering other European countries,
the Pacific Rim, and South America. Our performance could be
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<PAGE>
adversely affected by changes in the world economies. Risks of doing business
abroad include:
. regional economic trends such as the turmoil in the economies of Asia
beginning in 1997 and Brazil in 1998;
. disruptions due to the conversion of the European currencies to the Euro;
. changes in the value of major foreign currencies in which we conduct
business;
. unanticipated changes in regulatory requirements, tariffs and other barriers;
. political instability; and
. difficulties in managing foreign operations.
These or other factors may have a material adverse effect on
. our international sales;
. our ability to collect international receivables; or
. the value of our assets denominated in foreign currencies; any of which would
impact our operating results.
We may have difficulty integrating acquisitions into our business which could
increase the costs and length of time for integration.
Over the last several years, we have expanded our product range and customer
base through a number of selective acquisitions. We may acquire additional
businesses or assets in the future. The success of an acquisition is dependent
upon our ability to integrate the acquired business or assets into our
organization. For example, we may have difficulty integrating acquired
technology into our products, or we may not be able to retain, motivate or
manage key employees of the acquired company. Our inability to integrate an
acquired business, or an increase in the cost of integration, could materially
and adversely affect our business, operating results and financial condition.
Year 2000 problems may cause interruptions or computing systems failures that
may be expensive to fix.
The "Year 2000 problem" may have a material adverse effect on our operating
results if our products and systems are not Year 2000 compliant or if those of
our principal suppliers and/or customers are not Year 2000 compliant.
We have initiated a comprehensive program to try to assess this potential effect
of the year 2000 problem and to remedy any deficiencies where possible. This
program is not complete, and we cannot assure you that it will be successful.
In addition, we do not know the full extent of the impact on our business if
these problems cannot be assessed or remedied. The impact may be material.
7
<PAGE>
USE OF PROCEEDS
All net proceeds from the sale of the Dataware common stock offered in this
prospectus will go to the selling stockholder.
SELLING STOCKHOLDER
We issued the shares of common stock offered in this prospectus to
Sovereign Hill Software, Inc. in exchange for our acquisition of certain assets
and assumption of certain liabilities of Sovereign Hill on December 31, 1998.
In connection with the acquisition, we agreed to register the shares of common
stock for resale under the Securities Act of 1933.
The following table sets forth the number of shares of common stock owned
by the selling stockholder, all of which are being offered by this prospectus,
and the percentage of the outstanding shares of common stock beneficially owned
by the selling stockholder after this offering. As of April 5, 1999 there were
approximately 9,487,291 shares of our common stock outstanding. The shares
offered by this prospectus may be offered from time to time, in whole or in
part, by Sovereign Hill or its transferees.
<TABLE>
<CAPTION>
Shares Beneficially Owned
or Issuable after
Shares Beneficially Owned Shares Offered this Offering (1)(2)
before Offering (1) pursuant to this --------------------
Name of Selling Stockholder Number Percent Prospectus Number Percent
--------------------------- ------ ------- ---------- ------ -------
<S> <C> <C> <C> <C> <C>
Sovereign Hill Software, Inc......... 200,000 2.1% 200,000 0 0
100 Venture Way
Hadley, MA 01035
</TABLE>
____________
(1) The selling stockholder listed in the table has sole voting and investment
power with respect to the shares beneficially owned by it.
(2) Assumes that all of the shares offered by the selling stockholder will be
sold in this offering.
PLAN OF DISTRIBUTION
We are registering the shares of Dataware common stock offered in this
prospectus on behalf of the selling stockholder. As used in this prospectus,
"selling stockholder" includes pledgees, donees, transferees or other
successors-in-interest selling shares received from the selling stockholder as a
gift, partnership or liquidating distribution or other non-sale related transfer
after the date of this prospectus. We will pay all expenses of registration of
the shares offered, except for taxes or underwriting fees, discounts, and
selling commissions. The selling stockholder will pay any brokerage commissions
and similar selling expenses attributable to the sale of the shares. We will not
receive any of the proceeds from the sale of the shares by the selling
stockholder.
The selling stockholder, its pledgees, donees, distributees, transferees or
other successors- in-interest may sell the shares from time to time in one or
more types of transactions (which may include block transactions) on one or more
exchanges, in the over-the-counter market, in negotiated transactions, through
put or call options transactions relating to the shares,
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through short sales of the shares, or a combination of these methods of sale.
The selling stockholder may sell its shares at market prices prevailing at the
time of sale, or at negotiated prices.
The selling stockholder may use brokers or dealers to sell its shares. As
of the date of this prospectus, we have not been advised by the selling
stockholder that it has made any arrangements as to the distribution of shares
covered by this prospectus.
The selling stockholder may sell its shares directly to purchasers or to or
through broker-dealers, which may act as agents or principals. These broker-
dealers may receive compensation in the form of discounts, concessions or
commissions from the selling stockholder and/or the purchasers of shares for
whom broker-dealers may act as agents or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
The selling stockholder and any broker-dealers that act in connection with
the sale of the shares might be deemed to be "underwriters" as the term is
defined in Section 2(11) of the Securities Act of 1933. Consequently, any
commissions received by these broker-dealers and any profit on the resale of the
shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act of 1933.
Because the selling stockholder may be deemed to be an "underwriter" as
defined in Section 2(11) of the Securities Act of 1933, the selling stockholder
will be subject to the prospectus delivery requirements of the Securities Act
of 1933.
The selling stockholder also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act of
1933, provided that it meets the criteria and conforms to the requirements of
that Rule.
Upon being notified by the selling stockholder that it has entered into any
material arrangement with a broker-dealer for the sale of the shares through a
block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, we will file a supplement to this
prospectus, if required, pursuant to Rule 424(b) under the Securities Act of
1933, regarding the plan of distribution.
We have agreed to indemnify the selling stockholder against certain
liabilities, including liabilities arising under the Securities Act of 1933, or
to contribute to payments which the selling stockholder may be required to make
in respect hereof. The selling stockholder has agreed to indemnify us against
certain liabilities, including liabilities arising under the Securities Act of
1933.
With respect to the 200,000 shares of Dataware common stock covered under
this prospectus, we agreed to issue 50,000 shares to Sovereign Hill on December
31, 1998, and to hold back the remaining 150,000 shares, which are referred to
as the "Held Back Shares". On March 31, 1999, we issued 37,500 of the Held Back
Shares to Sovereign Hill. The remaining Held Back Shares will be issued to
Sovereign Hill in two installments of 37,500 on June 30,
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1999 and 75,000 on December 31, 1999, unless retained in the circumstances
specified in the purchase agreement among the parties. However, for purposes of
voting and dividends, all the Held Back Shares are deemed to be owned by
Sovereign Hill or its transferees.
We have agreed with the selling stockholder to keep the registration
statement, of which this prospectus is a part, effective until December 31,
2000, or until all the shares offered hereby have been sold by the selling
stockholder, subject to certain exceptions.
LEGAL MATTERS
Palmer & Dodge LLP, Boston, Massachusetts, our legal counsel, is giving an
opinion on the validity of the shares of common stock offered in this
prospectus. Matthew C. Dallett, a partner of Palmer & Dodge LLP, is an
Assistant Secretary of Dataware.
EXPERTS
The consolidated financial statements of Dataware Technologies, Inc.
incorporated by reference in this prospectus and elsewhere in this registration
statement, have been audited by PricewaterhouseCoopers LLP, independent public
accountants, as set forth in their report included therein. The consolidated
financial statements referred to above have been incorporated herein in reliance
upon the authority of such firm as experts in accounting and auditing.
The financial statements of Sovereign Hill Software, Inc. (the "Company")
for the years ended December 31, 1997 and 1996, incorporated by reference in
this prospectus, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report (which report 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), which is incorporated by reference herein, and has been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
FORWARD-LOOKING STATEMENTS
It is especially important to keep the risk factors described on pages 4 to
7 in mind when you read "forward-looking statements" in our SEC filings or other
public announcements. These are statements that relate to the future and include
statements about our:
. projected financial performance;
. market opportunities;
. product development;
. commercialization of new products; and
. future operations.
These statements can be identified by the use of words such as "may,"
"will," "expect," "anticipate," "estimate," "continue" or other similar words.
These statements are necessarily based on management's knowledge at the time and
are subject to known and unknown risks and uncertainties and other factors that
could cause our actual results to differ materially from those contemplated by
the statements. Although we believe that the assumptions and expectations
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reflected in these "forward-looking statements" are reasonable, you should not
view them as guarantees of future performance. There are important factors that
could cause future results to differ materially from those projected in the
forward-looking statements.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549
and at the SEC's public reference rooms in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available on the SEC's Website
at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information in this prospectus by referring to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede the information in this prospectus. We incorporate by reference the
documents listed below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 before
the sale of all the shares covered by this prospectus:
. Annual Report on Form 10-K for the year ended December 31, 1998, as
filed with the SEC on March 17, 1999;
. 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
. The description of the common stock contained in our Registration
Statement on Form 8-A, declared effective by the SEC on July 19, 1993,
including any amendment or reports filed to update the description.
You may request a copy of these filings, at no cost, by writing or
telephoning Susan Weiner, Controller at our principal executive offices, which
are located at One Canal Park, Cambridge, Massachusetts 02141; Telephone: (617)
621-0820, or by sending an e-mail to: [email protected]. Additional information
about Dataware is available in our Website at http://www.dataware.com.
We have not authorized anyone else to give any information or to represent
anything not contained in this prospectus. We have not authorized anyone else
to provide you with different information. This prospectus does not offer to
sell or buy any shares in any jurisdiction where that would be unlawful. You
should not assume that the information in this prospectus or any supplement is
accurate as of any date later than the date on this prospectus.
11
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The Registrant estimates that expenses payable by the Registrant in
connection with the offering described in this Registration Statement will be as
follows:
<TABLE>
<S> <C>
SEC registration fee.............................................. $ 139.00
Nasdaq National Market Additional Listing Fee..................... $4,800.00
Legal fees and expenses........................................... $3,000.00
TOTAL..................................................... ---------
$7,939.00
</TABLE>
Item 15. 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
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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.
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 16. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<C> <S>
2.1 Asset Purchase Agreement dated December 31, 1998, among Dataware,
Sovereign Hill Software, Inc. and certain Stockholders of
Sovereign Hill. (1)
4.1 Restated Certificate of Incorporation, as amended through
April 14, 1997. (2)
4.2 By-Laws of the Registrant, as amended through February 9,
1999. (3)
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"). (4)
4.4 First Amendment to the Rights Agreement, dated April 14,
1997. (5)
5 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.
</TABLE>
_______________________________
(1) Filed as an exhibit to the Company's Current Report on Form 8-K
(File No. 0-21860) on January 14, 1999 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.
(3) Filed as an exhibit to the Company's Annual Report on Form 10-K
(File No. 0-21860) for the year ended December 31, 1998 and incorporated
herein by reference.
(4) 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.
(5) 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.
II-2
<PAGE>
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes as follows:
(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 this Registration Statement (or the most recent post-
effective amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this 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 this Registration Statement; provided,
however, that no filing will be made pursuant to paragraph (a)(1)(i) or
(a)(1)(ii) if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this 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
this offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 15 hereof, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 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
II-3
<PAGE>
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 Act and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
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-3 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 7th
day of April, 1999.
DATAWARE TECHNOLOGIES, INC.
By: /s/ Michael Gonnerman
---------------------------------------
Michael Gonnerman
Vice President, Chief Financial Officer
and Treasurer
II-5
<PAGE>
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-3 (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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David Mahoney President and Chief April 7, 1999
- ----------------------- Executive Officer
David Mahoney (Principal Executive Officer)
/s/ Kurt Mueller Chairman of the Board April 7, 1999
- -----------------------
Kurt Mueller
/s/ Michael Gonnerman Vice President, Chief April 7, 1999
- ----------------------- Financial Officer and
Michael Gonnerman Treasurer (Principal
Financial and Principal
Accounting Officer)
/s/ Jeffrey O. Nyweide Vice Chairman and Senior April 7, 1999
- ----------------------- Executive Vice President
Jeffrey O. Nyweide of Business Development
and Director
/s/ Stephen H. Beach Director April 7, 1999
- -----------------------
Stephen H. Beach
/s/ William R. Lonergan Director April 7, 1999
- -----------------------
William R. Lonergan
Director April 7, 1999
- -----------------------
Jochen Tschunke
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<C> <S>
2.1 Asset Purchase Agreement dated December 31, 1998, among Dataware,
Sovereign Hill Software, Inc. and certain Stockholders of Sovereign
Hill. (1)
4.1 Restated Certificate of Incorporation, as amended through April 14,
1997. (2)
4.2 By-Laws of the Registrant, as amended through February 9, 1999. (3)
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"). (4)
4.4 First Amendment to the Rights Agreement, dated April 14, 1997. (5)
5 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.
</TABLE>
_______________________________
(1) Filed as an exhibit to the Company's Current Report on Form 8-K (File No.
0-21860) on January 14, 1999 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.
(3) Filed as an exhibit to the Company's Annual Report on Form 10-K (File No.
0-21860) for the year ended December 31, 1998 and incorporated herein by
reference.
(4) 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.
(5) 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.
<PAGE>
EXHIBIT 5
---------
PALMER & DODGE LLP
One Beacon Street, Boston, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
April 7, 1999
Dataware Technologies, Inc.
One Canal Park
Cambridge, MA 02141
We are rendering this opinion in connection with the Registration Statement
on Form S-3 (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 200,000 shares of the Company's Common Stock, $.01 par
value per share (the "Shares"), proposed to be sold by the selling stockholder
named in the Registration Statement (the Selling Stockholder"). We understand
that the Shares are to be offered and sold in the manner described in the
Registration Statement.
We have acted as your counsel in connection with the preparation of the
Registration Statement. We are familiar with the proceedings of the Board of
Directors in connection with the authorization, issuance and sale of the Shares.
We have examined such other documents as we consider necessary to render this
opinion.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and are validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus filed as part thereof.
Very truly yours,
/s/ Palmer & Dodge LLP
Palmer & Dodge LLP
<PAGE>
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of our report
dated February 11, 1999, appearing on page 19 of Dataware Technologies, Inc.,
Annual Report on Form 10-K for the year ended December 31, 1998. We also
consent to the reference to our firm under the caption "Experts" in such
Prospectus.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
April 1, 1999
<PAGE>
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-3 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.
We also consent to the reference to us under the heading "Experts" in such
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Boston, Massachusetts
April 1, 1999
