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As filed with the Securities and Exchange Commission on May 5, 2000
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
(State or Other Jurisdiction of Incorporation or Organization)
06-1232140
(I.R.S. Employer Identification No.)
ONE CANAL PARK, CAMBRIDGE, MASSACHUSETTS 02141
(Address of Principal Executive Offices) (Zip Code)
EQUITY INCENTIVE PLAN
(Full Title of the Plan)
MICHAEL GONNERMAN
VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
Dataware Technologies, Inc.
One Canal Park
Cambridge, Massachusetts 02141
(617) 621-0820
(Name and Address 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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<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Title Of Proposed Proposed
Securities Amount Maximum Maximum Amount Of
To Be To Be Offering Aggregate Registration
Registered Registered Price Per Share(1) Offering Price(1) Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 2,000,000 shares(2) $3.375 $6,750,000 $1,782
======================================================================================================================
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(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 1, 2000 as reported by the Nasdaq National Market
System.
(2) This Registration Statement registers an additional 2,000,000 shares under
the Equity Incentive Plan, under which 3,293,827 shares have previously
been registered (SEC File Nos. 33-70498, 33-79824, 333-28545 and 333-
56693).
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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 Equity Incentive Plan are already effective. Pursuant to General
Instruction E to Form S-8, 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, Post-Effective Amendment No. 1 thereto as filed with the Commission on
March 14, 1994, the Registrant's Registration Statement on Form S-8
(Registration No. 333-28545) as filed with the Commission on June 5, 1997, and
the Registrant's Registration Statement on Form S-8 (Registration No. 333-56693)
as filed with the Commission on June 12, 1998, including exhibits thereto.
ITEM 8. EXHIBITS.
See Exhibit Index on page 4.
2
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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 5th
day of May, 2000.
DATAWARE TECHNOLOGIES, INC.
By: /s/ Michael Gonnerman
---------------------
Michael Gonnerman
Vice President, Chief Financial Officer
and Treasurer
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:
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<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ David Mahoney President and Chief May 5, 2000
- ------------------------ Executive Officer
David Mahoney (Principal Executive Officer)
/s/ Michael Gonnerman Vice President, Chief Financial May 5, 2000
- ------------------------ Officer and Treasurer
Michael Gonnerman (Principal Financial and
Principal Accounting Officer)
/s/ Jeffrey O. Nyweide Director May 5, 2000
- ------------------------
Jeffrey O. Nyweide
/s/ Stephen H. Beach Director May 5, 2000
- ------------------------
Stephen H. Beach
/s/ William R. Lonergan Director May 5, 2000
- -----------------------
William R. Lonergan
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3
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- -----------
<C> <S>
4.1.1 Restated Certificate of Incorporation, as amended through April 14, 1997. Filed as Exhibit 3.1 to
Dataware's Current Report on Form 8-K on April 17, 1997, and incorporated herein by reference.
4.1.2 Certificate of Amendment to Restated Certificate of Incorporation, as amended through April 13,
2000. Filed as Exhibit 4.1.2 to Dataware's Form S-3 (File No. 333-75855) on May 5, 2000, and
incorporated herein by reference.
4.2 By-laws of Dataware, as amended through February 9, 1999. Filed as Exhibit 3.2 to Dataware's
Form 10-K for the year ended December 31, 1998, and incorporated herein by reference.
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"). Filed as Exhibit 4 to Dataware's
Current Report on Form 8-K (File No. 0-21860) on July 18, 1996, and incorporated herein by
reference.
4.4 First Amendment to the Rights Agreement, dated April 14, 1997. Filed as Exhibit 4.1 to Dataware's
Current Report on Form 8-K on April 17, 1997, and incorporated herein by reference.
5 Opinion of Palmer & Dodge LLP as to the legality of the securities registered hereunder.
23.1 Consent of PricewaterhouseCoopers LLP, independent 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).
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4
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Exhibit 5
PALMER & DODGE LLP
One Beacon Street, Boston, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
May 5, 2000
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 2,000,000 shares of the Company's
Common Stock, $.01 par value (the "Shares"), offered pursuant to the provisions
of the Company's 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
<PAGE>
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 8, 2000 relating to the
financial statements and financial statement schedule of Dataware Technologies,
Inc., which appears on page 20, in Dataware Technologies, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1999.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
May 5, 2000
