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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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OBJECTSHARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0143293
(State of Incorporation) (I.R.S. Employer Identification No.)
999 East Arques Avenue
Sunnyvale, California 94086
(Address of principal executive offices)
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STOCK OPTION AGREEMENTS FOR
EUGENE L. GODA, RONALD J. CLEAR AND JAMES H. SMITH
(Full title of the plans)
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EUGENE L. GODA
President and Chief Executive Officer
ObjectShare, Inc.
999 E. Arques Avenue
Sunnyvale, CA 94086
(408) 481-9090
(Name, address and telephone number of agent for service)
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Copy to:
ROBERT B. JACK, ESQ.
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS NUMBER OF MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO SHARES TO BE OFFERING PRICE OFFERING PRICE REGISTRATION
BE REGISTERED REGISTERED PER SHARE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock 1,300,000 $1.00 $1,300,000.00 $394.00
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(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee on the basis of the average of the high and low prices
reported on the NASDAQ National Market on October 30, 1997 as permitted by
Rule 457(c).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference the following documents and
information heretofore filed with the Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997, as amended on Form 10-K/A on July 29, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997.
(c) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form S-1 (No. 33-73008) and
incorporated by reference in the Company's Registration Statement
on Form 8-A filed with the Commission pursuant to Section 12(g)
of the Exchange Act and declared effective February 1, 1994.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Delaware General Corporation Law ("Delaware Law"), the
Company has adopted provisions in its Certificate of Incorporation that
eliminate the personal liability of its directors and officers to the Company
and its stockholders for monetary damages for breach of the directors' fiduciary
duties in certain circumstances. The Company's Bylaws require the Company to
indemnify its directors, officers, employees and other agents to the fullest
extent permitted by laws.
The Company has entered into indemnification agreements with each of its
current directors and executive officers that provide for indemnification to the
fullest extent permitted by Delaware Law, including in circumstances in which
indemnification and the advancement of expenses are discretionary under Delaware
Law. The Company believes that the limitation of liability provisions in its
Certificate of Incorporation and the indemnification agreements will enhance the
Company's ability to continue attract and retain qualified individuals to serve
as directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits to this registration statement are listed in the Exhibit
Index elsewhere herein.
II-1
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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 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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933 (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 post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) 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 an
employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by
reference in the 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.
(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 an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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 Registrant pursuant to the California General Corporations Code, the Restated
Articles of Incorporation or the Bylaws of Registrant, Indemnification
Agreements entered into between Registrant and its officers and directors, or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange 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
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 hereunder, 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 of 1933, the
Registrant has duly caused this Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Sunnyvale, State of California.
DATE: October 31, 1997 OBJECTSHARE, INC.
By: /s/ EUGENE L. GODA
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Eugene L. Goda
President and Chief Executive Officer
POWER OF ATTORNEY
Each individual whose signature appears below hereby appoints Eugene L.
Goda and Ronald J. Clear, and each of them acting individually, his or her
attorneys-in-fact with full power of substitution, for him or her in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming signatures as they may be signed by said attorneys to any and all
amendments to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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NAME TITLE DATE
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<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ EUGENE L. GODA President and Chief Executive Officer October 31, 1997
----------------------------- and Director
Eugene L. Goda
PRINCIPAL FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING
OFFICER:
/s/ RONALD J. CLEAR Vice President and Chief Financial October 31, 1997
----------------------------- Officer
Ronald J. Clear
ADDITIONAL DIRECTORS:
/s/ JAMES C. ANDERSON Director October 31, 1997
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James C. Anderson
/s/ JOHN B. CARRINGTON Director October 31, 1997
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John B. Carrington
/s/ JOS C. HENKENS Director October 31, 1997
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Jos C. Henkens
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EXHIBIT INDEX
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Exhibit
Number Exhibit
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5.1 Opinion of Wilson, Sonsini, Goodrich &
Rosati, a Professional Corporation.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (Contained in Exhibit 5.1 above).
24.1 Power of Attorney (see page II-3).
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Exhibit 5.1
October 31, 1997
ObjectShare, Inc.
999 E. Arques Avenue
Sunnyvale, CA 94086
Gentlemen:
Reference is made to the Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended, of 1,300,000 shares of your Common Stock (the "Shares")
reserved for issuance under the Stock Option Agreements between you and each of
Eugene L. Goda, Ronald J. Clear, and James H. Smith (collectively, the "Stock
Option Agreements").
It is our opinion that the Shares, when issued and sold in the manner
referred to in the Stock Option Agreements, will be legally and validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of our name wherever appearing in said
Registration Statement, and amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Stock Option Agreements between
ObjectShare, Inc. (formerly ParcPlace-Digitalk, Inc.) and each of Eugene L.
Goda, Ronald J. Clear, and James H. Smith, of our report dated April 23, 1997,
except for Note 1, as to which the date is June 26, 1997, with respect to the
consolidated financial statements of ParcPlace-Digitalk, Inc. incorporated by
reference in the Annual Report (Form 10-K) for the year ended March 31, 1997 and
the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
October 31, 1997
