<PAGE>
As filed with the Securities and Exchange Commission on December 11, 1997
Registration Statement No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
----------------------
BUSINESS OBJECTS S.A.
(Exact name of Registrant as specified in its charter)
----------------------
None
Republic of France ----
- ------------------ (I.R.S. Employer Identification No.)
(State or other jurisdiction of
incorporation or organization)
1 Square Chaptal, Levallois-Perret, France 92300
(Address of Registrant's Principal Executive Offices) (Zip Code)
----------------------
STOCK SUBSCRIPTION WARRANTS
(Full titles of the Plans)
----------------------
Clifton Thomas Weatherford
Chief Financial Officer
Business Objects Americas
2870 Zanker Road
San Jose, California 95134
(408) 953-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
Copy to:
Kenneth M. Siegel, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(415) 493-9300
================================================================================
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary Shares, nominal value
one French franc per share (1)
- - Reserved for Stock 48,000 $9.50 456,000 (2) $134.53
Subscription Warrants (2)
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) American Depository Shares evidenced by American Depository Receipts
issuable upon deposit of the Ordinary Shares registered hereby have been
registered pursuant to a separate Registration Statement on Form F-6 (File
No. 33-73164).
(2) Estimated in accordance with Rule 457(h) for the purpose of calculating the
registration fee, based on the price at which the Ordinary Shares issuable
pursuant to the Stock Subscription Warrants may be purchased. The estimated
purchase price for the Ordinary Shares to be registered is FF55.328 per
share corresponding to the estimated value of a share (calculated using the
closing price of the Company's American Depository Shares on April 25, 1997
($9.50) times the noon buying rate for French Francs as quoted by the
Federal Reserve Bank of New York (FF5.824) on such date).
-2-
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Plan Information.
----------------
Omitted pursuant to the instructions and provisions of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
-----------------------------------------------------------
Omitted pursuant to the instructions and provisions of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant are
incorporated herein by reference:
1. The Registrant's Annual Report on Form 20-F for the year ended
December 31, 1996.
2. The Registrant's Report on Form 6-K for the quarterly period
ended March 31, 1997.
3. The Registrant's Report on Form 6-K for the quarterly period
ended June 30, 1997.
4. The Registrant's Report on Form 10-Q for the quarterly period
ended September 30, 1997.
5. The description of Registrant's Ordinary Shares, nominal value
one French franc per share (the "Common Stock"), contained in the
Registrant's Registration Statement on Form 8-A (File No. 0-
24720).
All documents subsequently filed by Registrant, and, to the extent
provided therein, any further documents subsequently furnished by the Registrant
(including Form 10-Qs), pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities and Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered under this registration
statement have been sold or which deregisters all securities then remaining
unsold hereunder, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
--------------------------
Not applicable.
-3-
<PAGE>
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
None.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant maintains liability insurance for its directors and
principal executive officers, including insurance against liabilities under the
Securities Act of 1933 pursuant to a written agreement with each such director
and officer.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Index to Exhibits.
------------------
<TABLE>
<CAPTION>
Exhibit Description of Document
Number
- ------- ----------------------------------------------------------------------
<C> <S>
3.1 Statuts or charter of the Registrant (English translation).
4.1(1) Form of Deposit Agreement, dated as of May 8, 1996, among Business
Objects S.A., the Bank of New York, as Depositary, and holders from
time to time of American Depositary Shares issued thereunder
(including as an exhibit the form of American Depositary Receipt and
the form of side agreement).
4.2 Stock Subscription Warrant for Philippe Claude.
4.3 Stock Subscription Warrant for Albert Eisenstat.
4.4 Stock Subscription Warrant for Arnold Silverman.
4.5 Stock Subscription Warrant for Vincent Worms.
5.1 Opinion of Stibbe, Simont, Monahan, Duhot & Giroux as to the validity
of the Ordinary Shares.
23.1 Consent of Ernst &Young LLP, independent auditors.
23.2 Consent of Stibbe, Simont, Monahan, Duhot & Giroux (included in Exhibit
5.1).
24.1 Powers of Attorney (included on signature page).
</TABLE>
- -----------------
(1) Incorporated by Reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8 (File No. 33-96598).
-4-
<PAGE>
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 of 1933;
(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;
(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 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 section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, 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 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 of 1933 and will be governed by the
final adjudication of such issue.
-5-
<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Paris, France, on December 11, 1997.
BUSINESS OBJECTS S.A.
By: /s/ Bernard Liautaud
--------------------------------
Bernard Liautaud,
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Bernard
Liautaud and Clifton Thomas Weatherford jointly and severally, his attorneys-
in-fact, each with the power of substitution, for him in any and all capacities,
to sign any amendments to this Registration Statement on Form S-8 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 attorney-in-fact, or his substitute or substitutes, 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 on December 11, 1997, by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
Name Title
- ----------------------------------- -----------------------------------------------------------
<S> <C>
/s/ Bernard Liautaud Chairman, President and Chief Executive Officer
- -----------------------------------
Bernard Liautaud
/s/ Denis Payre Director
- -----------------------------------
Denis Payre
/s/ Clifton Thomas Weatherford Chief Financial Officer (Principal Accounting Officer)
- -----------------------------------
Clifton Thomas Weatherford
Director
- -----------------------------------
Philippe Claude
/s/ Vincent Worms Director
- -----------------------------------
Vincent Worms
/s/ Arnold S. Silverman Director
- -----------------------------------
Arnold N. Silverman
Director
- -----------------------------------
Albert Eisenstat
/s/Clifton Thomas Weatherford Authorized Representative in the United States
- ---------------------------
Clifton Thomas Weatherford
</TABLE>
-6-
<PAGE>
Index to Exhibits
-----------------
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- -------------- --------------------------------------------------------------------------------------
<C> <S>
3.1 Statuts or charter of the Registrant (English translation).
4.1(1) Form of Deposit Agreement, dated as of May 8, 1996, among Business Objects S.A., the
Bank of New York, as Depositary, and holders from time to time of American Depositary
Shares issued thereunder (including as an exhibit the form of American Depositary
Receipt and the form of side agreement).
4.2 Stock Subscription Warrant for Philippe Claude.
4.3 Stock Subscription Warrant for Albert Eisenstat.
4.4 Stock Subscription Warrant for Arnold Silverman.
4.5 Stock Subscription Warrant for Vincent Worms.
5.1 Opinion of Stibbe, Simont, Monahan, Duhot & Giroux as to the validity of the Ordinary
Shares.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Stibbe, Simont, Monahan, Duhot & Giroux (included in Exhibit 5.1).
24.1 Powers of Attorney (included on signature page).
</TABLE>
- ---------------------------------------
(1) Incorporated by Reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8 (File No. 33-96598).
<PAGE>
EXHIBIT 3.1
BUSINESS OBJECTS S.A.
A French societe anonyme
with a share capital of FF. 16,492,297
Registered office : 1 Square Chaptal
92300 Levallois-Perret
Register of Commerce and Companies Nanterre B 379 821 994
________________
UP-DATED BY LAWS
October 1, 1997
<PAGE>
- I -
MEMORANDUM AND ARTICLES OF ASSOCIATION
--------------------------------------
TITLE I
-------
FORM - NAME - OBJECTS - REGISTERED OFFICE - DURATION
----------------------------------------------------
Article 1 - FORM
- ----------------
There is, between the owners of the shares hereinafter issued and of those
which could be subsequently issued, a corporation (societe anonyme), governed by
the law of July 24, 1966 on commercial companies and by the present Memorandum
and Articles of Association.
Article 2 - NAME
- ----------------
The name of the company is :
BUSINESS OBJECTS
In all deeds and documents emanating from the company and addressed to
third parties, this name must always be immediately preceded or followed by the
words "Societe anonyme" or the initials "S.A." and by the mention of the amount
of the capital.
Article 3 - OBJECTS
- -------------------
The objects of the company are, directly and indirectly, in France and
abroad :
- all operations relating to the design and the sale of products and the
rendering of services in the computer industries and in connected industries;
- and generally, any financial, commercial, industrial, civil, real estate
or chattels operations related directly or indirectly to the above activities
and to any similar or connected activities as well as to any social properties.
Directly and indirectly on its behalf or on behalf of third parties, either
alone, or with third parties, by way of creation of new companies,
contributions, partnership, subscription, purchase of securities or of social
rights, merger, association, or by way of subleasing of any properties or
rights.
<PAGE>
Article 4 - REGISTERED OFFICE
- -----------------------------
The registered office of the company is at:
1 Square Chaptal
92300 Levallois-Perret
It may be transferred to any other place within the same district
(departement) or any adjacent district by decision of the board of directors
subject to the ratification of this decision by the next ordinary general
meeting of the shareholders.
It may be transferred to any other place pursuant to a resolution of the
extraordinary general meeting of the shareholders.
Article 5 - DURATION
- --------------------
The duration of the company shall be of ninety nine (99) years from the
date of registration with the Register of Commerce and Companies, except in the
event of early dissolution or extension decided by the extraordinary meeting of
the shareholders.
*** *** ***
***
<PAGE>
TITLE II
--------
CAPITAL AND SHARES
------------------
Article 6 - CAPITAL
- -------------------
The capital of the company is of FF. 16,492,297.
It is divided into 16,492,297 shares of FF. 1 each.
Mr. Albert Eisenstat is a recipient of special advantages resulting from
the grant of 12,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 19, 1997. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF55.328 per share corresponding to
the estimated value of a share as of April 25, 1997.
Mr. Albert Eisenstat is a recipient of special advantages resulting from
the grant of one warrant entitling to the subscription of 12,000 shares, by the
shareholder meeting held on June 21, 1995. The special advantages consist in (i)
the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF72.7875 per share corresponding to
the estimated value of a share as of April 25, 1995.
Mr. Vincent Worms is a recipient of special advantages resulting from the
grant of 12,000 warrants each entitling to the subscription of one share, by the
shareholder meeting held on June 19, 1997. The special advantages consist in (i)
the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF55.328 per share corresponding to
the estimated value of a share as of April 25, 1997.
Mr. Philippe Claude is a recipient of special advantages resulting from the
grant of 12,000 warrants each entitling to the subscription of one share, by the
shareholder meeting held on June 19, 1997. The special advantages consist in (i)
the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF55.328 per share corresponding to
the estimated value of a share as of April 25, 1997.
Mr. Arnold Silverman is a recipient of special advantages resulting from
the grant of 12,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 19, 1997. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF55.328 per share corresponding to
the estimated value of a share as of April 25, 1997.
<PAGE>
Mr. Arnold Silverman is a recipient of special advantages resulting from
the grant of 30,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on April 6, 1994. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF5.518 per share corresponding to the
estimated value of a share as of January 31, 1993.
Article 7 - FORM OF THE SHARES - TRANSFER OF SHARES
- ---------------------------------------------------
The shares must be in the registered form. The shares are entered into
accounts according to the provisions provided by law and regulations.
The ownership of the registered shares is evidenced by their registration
in registered accounts.
The shares entered into accounts are freely transferred by transfer from
one account to another.
Prior approval of the transferee is required only for partly paid-up
shares.
All costs resulting from the transfer shall be borne by the transferee.
Shares with payments in arrears are not admitted to transfer.
Article 8 - RIGHTS AND OBLIGATIONS ATTACHED TO THE SHARES
- ---------------------------------------------------------
The rights and obligations attached to a share follow the share to any
transferee to whom it may be transferred and the transfer includes all the
payable and unpaid dividends and dividends to be payable, as well as, as the
case may be, the corresponding share in the reserve funds and provisions.
The ownership of the a share shall imply ipso facto the acceptance of the
present Memorandum and Articles of Association and of the decision of the
general meetings.
In addition to the right to vote which is attached by law to the shares,
each share carries a right to a share of corporate assets, of profits, and of
liquidation surplus, proportional to the number and nominal value of the
existing shares.
Each time it shall be necessary to hold a certain number of shares in order
to exercise a right, it will up be to the shareholder(s) missing such number to
take the necessary actions to group a sufficient number of shares.
The heirs, creditors, eligible parties or other representatives of a
shareholder cannot, for any reason whatsoever, request the affixing of the
assets of the
<PAGE>
company, or ask for their sharing or auction sale, or to interfere in any manner
in the management of the company ; they have, in order to exercise their rights,
to refer themselves to the inventories and to the resolutions of the
shareholders meetings.
The company may require the repurchase, subject to the conditions set forth
in article 269-8 of the law of 24th July 1966, either of all of its shares with
a preferential dividend and no voting right, or of a category of such shares,
each category being determined by the date at which it has been issued.
Article 9 - PAYING UP OF THE SHARES
- -----------------------------------
The amount to be paid in cash for the subscription of the shares issued
with respect to an increase of capital shall be payable according to the terms
stipulated by the extraordinary general meeting of the shareholders.
The initial payment shall not be less than one half of the nominal value of
the shares at the time of the subscription ; it shall include the whole issuing
premium, if any.
The remainder, which shall be paid-up in one or several times within a
period of five years as from the date of completion of such increase of capital,
shall be called upon by the board of directors.
Each shareholder shall be notified of the amount to be paid and of the date
at which this amount shall fall due fifteen days at least before that date.
The shareholder who will not have paid at due date the amounts due on his
share(s) shall, automatically and without formal notice, owe to the company an
interest calculated day per day commencing on due date at the legal rate in
commercial matters increased by three points, without prejudice to the personal
proceedings that the company may institute against the defaulting shareholder
and to the acts of enforcement provided by law.
*** *** ***
***
<PAGE>
TITLE III
---------
MANAGEMENT OF THE COMPANY
-------------------------
Article 10 - BOARD OF DIRECTORS
- -------------------------------
The company is managed by a board of directors composed of individuals or
legal entities, the number of which is determined by the ordinary general
meeting of the shareholders within the limits of the law.
A legal entity must, at the time of its appointment, designate an
individual who will be its permanent representative on the board of directors.
The term of office of a permanent representative is the same as that of the
director he represents. When a legal entity dismisses its permanent
representative, it must at the same time provide for its replacement. The same
applies in case of death or resignation of the permanent representative.
Each director must own at least one share during his term of office.
If, at the time of his appointment, a director does not own the required
number of shares or if, during his term of office, he ceases to be the owner
thereof, he shall have a period of three months to purchase such number of
shares, in default of which he shall be automatically deemed to have resigned.
The directors are appointed for a term of three years. A year corresponds
to the period of time between two successive annual ordinary general meetings of
shareholders. The duties of a director shall terminate at the close of the
ordinary general meeting of shareholders which acts on the accounts of the
preceding financial year and is held in the year during which the term of office
of said director comes to an end.
The members of the board are renewed in rotation so that the renewal be as
equal as possible and in any case complete for each period of three years.
Renewal takes place according to seniority. However, when required, the ordinary
general meeting may resolve that the order of renewal will be set by a toss
drawn in a board meeting.
The directors may always be re-elected ; they may be revoked at any time by
decision of the general meeting of the shareholders.
In case of death or resignation of one or several directors, the board of
directors may make provisional appointments between two meetings of
shareholders.
The appointment(s) so made have to be ratified by the next general meeting
of shareholders.
<PAGE>
Should the meeting of the shareholders not ratify these provisional
appointments, this shall not affect the validity of the prior resolutions and
acts of the board of directors.
When the number of directors falls below the minimum required by law, the
remaining director(s) must immediately convene the ordinary general meeting of
the shareholders, in order to complete the membership of the board of directors.
The director appointed in replacement of another director, whose term of
office has not come to its end shall remain in office only for the remaining
term of office of his predecessor.
A salaried employee of the company may be appointed as a director. His
employment contract shall correspond to a position actually held. In such case,
he shall not lose the benefit of his employment contract.
The number of directors bound to the company by an employment contract may
not exceed one third of the directors in office.
The number of directors who are more than seventy (70) years old may not
exceed one third of the directors in office. Should such quota be reached during
the director's term of office, the appointment of the oldest director would be
automatically terminated at the close of the nearest general meeting of the
shareholders.
Article 11 - MEETING OF THE BOARD
- ---------------------------------
11.1. The board of directors shall meet as often as required for the
interest of the company.
11.2. The meetings of the board of directors are convened by the president.
The convening may be made by any means, in oral or written form.
Moreover directors, representing one third at least of the members of the
board, may convene the board. In such case, they shall indicate the agenda of
the meeting.
When a work-committee (comite d'entreprise) has been formed, the
representatives of such committee, appointed in accordance with the provisions
of the Labor Code, shall be convened to all the meetings of the board of
directors.
The meetings of the board are held at the registered office or at any other
place, in France or abroad.
11.3. The board of directors may not transact business validly unless at
least half of its members are present.
<PAGE>
The resolutions of the board of directors shall be carried out at the
majority of the directors, present or represented.
It is specified that any and all decisions to grant options to subscribe or
to buy stock to a director holding an employment contract, to the president or
to the general manager of the Company, if this latter is a director, pursuant to
authority granted by the extraordinary general meeting, pursuant to the
provisions set forth in articles 208-1 and the following of the Law of July 24,
1966 on commercial companies shall be adopted by the affirmative vote of the
majority of the directors present or represented at the Board meeting, the
interested director, and any other director to whom options to subscribe or to
buy stock may be granted, being conclusively refrained from voting.
11.4. Any director may give to another director, by letter, cable or telex,
a proxy to be represented at a meeting of the board. However, each director may
only dispose of one proxy during each meeting.
11.5. The copies or extracts of the minutes of the board of directors are
validly certified by the president of the board of directors, a general manager,
the director temporarily delegated in the duties of president or by a
representative duly authorized for that purpose.
Article 12 - POWERS OF THE BOARD
- --------------------------------
The board of directors is vested with the most extensive powers to act
under all circumstances on behalf of the company, and to make any decisions
relating to all acts of administration and disposition. The board shall exercise
these powers within the limits of the purposes of the company, and of the powers
expressly granted by law to the general meetings of the shareholders.
Article 13 - GENERAL MANAGEMENT OF THE COMPANY
- ----------------------------------------------
The board of directors shall elect a president, who must be an individual,
from among its members. It shall determine his term of office, which cannot
exceed that of his office as director and may dismiss him at any time. The board
sets his remuneration.
The president of the board is responsible for the general management of the
company.
The president is vested with the most extensive powers to act under all
circumstances on behalf of the company within the limits of the goals of the
company, except for those powers expressly granted by law to the meetings of
shareholders and those specially reserved to the board of directors.
The president of the board cannot be more than sixty five (65) years old.
Should the president reach this age limit during his term of office as
president, his office
<PAGE>
would automatically terminate. Subject to this provision, the president of the
board may always be reelected.
Article 14 - GENERAL MANAGER (Directeur General)
- ----------------------------
Upon proposal of the president, the board of directors may appoint one or
several individuals to assist the president as general manager. The general
manager(s) may be revoked at any time by the board of directors upon proposal of
the president.
In agreement with the president, the board of directors shall determine the
scope and the duration of the powers delegated to the general manager. The board
sets his remuneration. When a general manager is a director, his term of office
may not exceed that of his directorship.
As regards third parties, general managers have the same powers as the
president. The general managers are, among others, vested with the powers to
bring a matter to court.
Any general manager cannot be more than sixty-five (65) years old. Should a
general manager reach this age limit during his term of office as general
manager, his duties would automatically terminate. This term may be prolonged
however until the next meeting of the board during which the new general manager
will be appointed.
The board may appoint two general managers should the share capital be of
at least five hundred thousand (500,000) francs. Five general managers may be
appointed should the share capital be of at least ten million (10,000,000)
francs, provided that at least three of them are directors.
Article 15 - AGREEMENTS SUBJECT TO AUTHORIZATION
- ------------------------------------------------
15.1. Any sureties, endorsements and guarantees granted by the company must
be authorized by the board of directors as provided by law.
15.2. Any agreement to be entered into between the company and one of its
directors or general manager(s), whether directly or indirectly or through an
intermediary, must be submitted for the prior authorization of the board of
directors.
Such prior authorization is also required for agreements between the
company and another enterprise, should one of the directors or general managers
of the company be owner, partner with unlimited liability, manager, director,
general manager, member of the management committee (directoire) or supervisory
council (conseil de surveillance) of said enterprise.
Such prior authorization shall be sought as provided by law.
<PAGE>
Article 16 - PROHIBITED AGREEMENTS
- ----------------------------------
Directors, other than legal entities, are forbidden to contract, in any
form whatsoever, loans from the company, to secure an overdraft from it, as a
current account or otherwise, and to have the company guarantee or secure their
commitments toward third parties.
The same prohibition applies to general managers and to the permanent
representatives of legal entities which are directors. It also applies to
spouses, ascendants and descendants of the persons referred to in this article,
as well as to all interposed persons.
Article 17 - STATUTORY AUDITORS (Commissaires aux comptes)
- -------------------------------
Audits of the company shall be carried out, as provided by law, by one or
more statutory auditors legally entitled to be elected as such. When the
conditions provided by law are met, the company must appoint at least two
supervisory auditors.
Each statutory auditor shall be appointed by the ordinary general meeting.
One or more deputy statutory auditors, who may be called to replace the
regular statutory auditors in the case of death, disability, resignation or
refusal to act of the latter, shall be appointed by an ordinary general meeting.
Should the general ordinary meeting of the shareholders fail to elect a
statutory auditor, any shareholder can claim in court that one be appointed,
provided that the President of the board of directors be duly informed. The term
of office of the statutory auditor appointed in court will end upon the
appointment of the statutory auditor(s) by the general ordinary meeting of the
shareholders.
*** *** ***
***
<PAGE>
TITLE IV
--------
MEETINGS OF SHAREHOLDERS
------------------------
Article 18
- ----------
The general meetings of shareholders shall be convened and held as provided
by law.
The meetings of shareholders are held at the registered office or at any
other place mentioned in the convening notices.
The right to take part in a general meeting of shareholders is subject to
the registration of the shareholder in the books of the company, at least one
business day prior to the date of the meeting.
A shareholder who cannot attend the meeting in person may choose either:
- to give a proxy to another shareholder or to his/her spouse, or
- to vote by mail, or
- to send to the company a proxy without any indication of the name of the
representative;
within the terms and conditions provided by law and these by-laws.
To be taken into account, the proxies and the forms of vote by mail must be
deposited with the company at least one business day prior to the date of the
meeting.
Meetings of shareholders are presided over by the president of the board of
directors or in his absence, by a director specially authorized for that purpose
by the board. If no president has been appointed, the meeting elects its
president.
The two members of the meeting having the greatest number of votes and who
accept that role, are appointed as scrutineers. The officers of the meeting
appoint a secretary, who may be a non-shareholder.
An attendance sheet is drawn up, in accordance with the law.
The ordinary general meeting of the shareholders, upon first convening
notice, may transact business validly only if the shareholders present, or
represented, hold at least one fourth of the voting shares. Upon second
convening notice, the general meeting may transact business validly whatever the
number of shareholders present or represented.
<PAGE>
The resolutions of the ordinary general meeting shall be carried out at the
majority vote of the shareholders, present or represented.
The extraordinary general meetings of the shareholders, upon first
convening notice, may transact business validly only if the shareholders
present, or represented by proxy, hold at least one third of the voting shares.
Upon second convening notice, the extraordinary general meeting may transact
business validly only if the shareholders present or represented by proxy hold
at least one fourth of the voting shares.
The resolutions of the extraordinary general meeting shall be carried out
at a two third majority vote of the shareholders, present or represented.
The copies or extracts of the minutes of the meeting are certified by the
president of the board of directors, by a director acting as general manager, or
by the secretary of the meeting.
The ordinary and extraordinary meetings of shareholders exercise their
respective powers as provided by law.
*** *** ***
***
<PAGE>
TITLE V
-------
RESULTS OF THE COMPANY
----------------------
Article 19 - FINANCIAL YEAR
- ---------------------------
Each fiscal year is of one year beginning on January 1 and ending on
December 31.
Article 20 - PROFITS - LEGAL RESERVE FUNDS
- ------------------------------------------
Out of the profit of a fiscal year, reduced by prior losses if any, an
amount equal to at least 5 % thereof is first deducted in order to form the
legal reserve fund provided by law. This deduction is no longer required when
the legal reserve fund amounts to one tenth of the capital of the company.
Distributable profit is the profit of a fiscal year, reduced by prior
losses and by the deduction provided for in the preceding paragraph and
increased by the profits carried forward.
Article 21 - DIVIDENDS
- ----------------------
If there results a distributable profit from the accounts of the fiscal
year, as approved by the general meeting, the general meeting may decide to
allocate it to one or several reserve funds, the appropriation or use of which
it shall determine, or to carry it forward or to distribute it as dividends.
Furthermore, after having established the existence of reserves which it
may dispose of, the general meeting may decide the distribution of amounts paid
out of such reserves. In such case, the payments shall be made. However, the
dividends shall be set off by priority on the distributable profit of the
financial year.
The general meeting shall determine the terms of payment of dividends ;
failing such determination, these terms shall be determined by the board of
directors.
However, the dividends must be declared payable no more than nine months
following the close of the financial year.
The general meeting deciding upon the accounts of a fiscal year will be
entitled to grant to each shareholder, for all or part of the distributed
dividends, an option between payment in cash or in shares.
Similarly, should the ordinary general meeting resolve the distribution of
interim dividends pursuant to article 347 of the law of 24th July 1966, it will
be entitled
<PAGE>
to grant to each shareholder an interim dividend and, for all or part of the
said interim dividend, an option between payment in cash or in shares.
The offer of payment in shares, the price and the conditions as to the
issuing of such shares, together with the request for payment in shares and the
conditions of the completion of the capital increase will be governed by the law
and regulations.
When a balance sheet, drawn up during, or at the end of the fiscal year,
and certified by the statutory auditor(s), shows that the company, since the
close of the preceding fiscal year, after having made the necessary
depreciations and provisions and after deduction of the prior losses, if any, as
well as of the amounts which are to be allocated to the reserve fund provided by
law or by the by-laws, has made profits, the board of directors may resolve the
distribution of interim dividends prior to the approval of the accounts of the
fiscal year, and may determine the amount thereof and the date of such
distribution. The amount of such interim dividends cannot exceed the amount of
the profits as defined in this paragraph. In this case, the option described in
the preceding paragraph shall not be available.
*** *** ***
***
<PAGE>
TITLE VI
--------
DISSOLUTION - LIQUIDATION
-------------------------
Article 22 - PREMATURE DISSOLUTION
- ----------------------------------
The extraordinary general meeting may at any time declare the dissolution
of the company before the expiration of its stated duration under the present
Memorandum and Articles of Association.
Article 23 - LOSS OF ONE HALF OF THE CAPITAL OF THE COMPANY
- -----------------------------------------------------------
If, as a consequence of losses showed by the company's accounts, the net
assets (capitaux propres) of the company are reduced below one half of the
capital of the company, the board of directors must, within four months from the
approval of the accounts showing this loss, convene an extraordinary general
meeting of shareholders in order to decide whether the company ought to be
dissolved before its statutory term.
If the dissolution is not declared, the capital must, at the latest at the
end of the second fiscal year following the fiscal year during which the losses
were established and subject to the legal provisions concerning the minimum
capital of societes anonymes, be reduced by an amount at least equal to the
losses which could not be charged on reserves, if during that period the net
assets have not been restored up to an amount at least equal to one half of the
capital.
In the absence of the meeting of shareholders, or in the case where this
meeting has not been able to validly act, any interested party may institute
legal proceedings to dissolve the company.
Article 24 - EFFECT OF THE DISSOLUTION OF THE COMPANY
- -----------------------------------------------------
The company is in liquidation as soon as it is dissolved for any reason
whatsover. It continues to exist as a legal entity for the needs of this
liquidation until the liquidation is completed.
During the period of the liquidation, the general meeting shall retain the
same powers it exercised during the life of the company.
The shares shall remain transferable until the completion of the
liquidation proceedings.
The dissolution of the company is only valid vis a vis third parties as
from the date at which it is published at the register of commerce.
<PAGE>
Article 25 - APPOINTMENT OF LIQUIDATORS - POWERS
- ------------------------------------------------
Upon the expiration of the term of existence of the company or in the case
of its premature dissolution, the meeting of the shareholders shall decide the
method of liquidation and appoint one or several liquidators whose powers it
will determine. The liquidators will exercise their duties according to the law.
The appointment of the liquidator(s) terminates the offices of the directors.
Article 26 - LIQUIDATION - CLOSING
- ----------------------------------
After payment of the liabilities, the remaining assets shall be used first
for the payment to the shareholders of the amount paid for their shares and not
amortized.
The balance, if any, shall be divided among all the shareholders.
The shareholders shall be convened at the end of the liquidation in order
to decide on the final accounts, to discharge the liquidator from liability for
his acts of management and the performance of his office, and to take notice of
the closing of the liquidation.
The closing of the liquidation is published as provided by law.
*** *** ***
***
<PAGE>
TITLE VII
---------
NOTIFICATIONS
-------------
Article 27 - NOTIFICATIONS
- --------------------------
All notifications provided for in the present Memorandum and Articles of
Associations shall be made either by registered mail with acknowledgment of
receipt or by process server. Simultaneously a copy of the notification shall be
sent to the recipient by ordinary mail.
*** *** ***
***
<PAGE>
EXHIBIT 4.2
BUSINESS OBJECTS SA
STOCK SUBSCRIPTION WARRANT
1. General
-------
THIS CERTIFIES that, for value received, Philippe Claude, or assigns as
further defined hereunder, is entitled to purchase from Business Objects S.A., a
corporation organized under the laws of the Republic of France, (hereinafter
"the Company"), 12,000 Ordinary Shares of the Company, subject to adjustment in
accordance with section 4 hereof, ("the Warrant Shares"), at an exercise price
(the "Warrant Price") of 55.328 French francs per share, subject to adjustment
in accordance with section 4 hereof, and subject to the vesting provisions of
section 2 hereof. These 12,000 Warrant Shares (collectively "the Warrant")
evidence the resolution approved by the shareholders of Business Objects S.A. at
the meeting held on June 19, 1997 at the Company's registered office.
2. Exercise period and vesting schedule
------------------------------------
(a) To the extent it has then vested pursuant to Section 2(b) below, this
Warrant shall be exercisable in whole or in part by the holder hereof, provided
however that upon termination of the holder's membership on the Board of
Directors of the Company, this Warrant shall remain exercisable for a period of
ninety days, and shall terminate on the 91st day thereafter.
(b) This Warrant shall vest monthly over a period of three years, at a
rate of (i) 333 shares for each complete month following January 1, 1997, except
December, that the holder is a Director in office of the Company, and (ii) 337
shares for each month of December, so that on January 1, 2000, this Warrant
shall be fully vested.
(c) This Warrant may be exercised in one or several lots, but at the
latest on the earlier of the two following dates: (i) June 19, 2002, or (ii) in
case of termination of the term of office as Director of the Company, within 90
days following such termination date.
3. Exercise of Warrants. The rights represented by this Warrant may be
--------------------
exercised by the holder hereof, in accordance with section 2 hereof, by (i)
notification of exercise by registered mail to the Company together with a share
subscription form (bulletin de souscription) in the form attached hereto, duly
completed and signed by the holder and (ii) full payment of the Warrant Price
for the shares with respect to which the Warrant is exercised. The Warrant Price
may be paid exclusively in French Francs, in cash or by check or wire transfer.
In the event of the exercise of the rights represented by this Warrant,
confirmations or "attestations d'inscription en compte" shall be delivered to
the holder within a reasonable time. The rights represented by this Warrant
shall be deemed exercised on the date on which the Company receives payment of
the Warrant Price and any applicable taxes (which shall be the sole
responsibility of the holder, and not of the Company), irrespective of the date
of delivery of the notification of exercise.
4. Adjustment of Warrant Shares and Warrant Price. The Warrant Shares and
----------------------------------------------
Warrant Price shall be subject to the following adjustments:
(a) In the event that, while the Warrant has not been exercised in full,
the Company should proceed to (i) an issue of securities with shareholders'
preferential rights of subscription, (ii) an increase of the share capital by
incorporation of reserves, profits or issue premiums, (iii) a distribution of
reserves in cash or in portfolio securities, or (iv) an issue of securities
convertible into shares, the rights of the holder shall be preserved, in
accordance with articles 171 to 174 of Decree n(degrees) 67-236 of March 23,
1967, it being specified that such preservation of rights shall be made on the
basis of the number of shares that such holder would have been entitled to, had
he exercised the vested part of the Warrant, and only that part, at the date of
the accomplishment of the transaction concerned.
<PAGE>
(b) In the event of share capital reduction motivated by losses, the
rights of the holder in respect of the number of shares to subscribe and
purchase upon exercise of this Warrant will be reduced accordingly, as if the
holder had been shareholder as from the date of issue of the Warrant, and as if
the Warrant had been fully vested as of that date.
5. Non transferability of Warrant.
------------------------------
(a) Except as provided in sub-section (b) below, this Warrant and all
rights hereunder may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or laws of descent or
distribution and may be exercised, during the lifetime of the holder, only by
the holder.
(b) The transfer of this Warrant to the holder's Immediate Family shall be
exempt from the provisions of section 5(a); provided however that the
transferee agrees to be bound by and comply with the provisions of this Warrant,
and signs a consent in the form attached hereto. "Immediate Family" as used
herein shall mean the spouse, a direct descendant or ascendant, a brother or a
sister of Philippe Claude.
(c) This certificate is not transferable by endorsement or any other mean
and not constitute evidence of ownership. If and when allowed, assigns of all or
part of this Warrant may only be completed by notifying the form of assignment
attached hereto, duly completed and signed by the holder.
6. Merger. In the event of merger of the Company, the holder of the Warrant
------
will be notified and given the same information as if he were a shareholder in
order to exercise, if he wishes so, his subscription rights. Moreover, had he
not acquired his full rights, the Board of Directors may, in its sole discretion
and as an exception to section 2 hereof, decide to increase the number of shares
for which he will exercise his right, within the limit of the total number of
shares authorized hereunder.
7. Applicable law. This Warrant is subject to the laws of the Republic of
--------------
France.
IN WITNESS WHEREOF, the undersigned has caused this Warrant to be executed
by its duly authorized officer on June 20, 1997.
BUSINESS OBJECTS SA
By: Bernard Liautaud
Chairman of the Board of Directors
<PAGE>
FORM OF SUBSCRIPTION
[to be signed upon exercise of Warrant]
BUSINESS OBJECTS S.A.
Societe anonyme
with a share capital of 16,444,595 francs
Registered office: 1 square Chaptal
92300 Levallois-Perret
R.C.S. Nanterre B 379 821 994
__________________
The undersigned, holder of ------ Share Warrants in total, the issue of which
was authorized and approved by the Extraordinary Shareholders Meeting of June
19, 1997, for a price of FF 55.328 per Warrant Share, hereby elects to purchase
thereunder, ----------------------------- Ordinary Shares of FF 1 nominal value
each of BUSINESS OBJECTS S.A., and herewith makes payment of FF ---------------.
The undersigned requests that the confirmation for such Ordinary Shares be
issued in the name of and delivered to ------------------- whose address is ----
- ----------------------------------------.
Made on this ---------- day of ----------------,
_______________________
By:
[above signature, please handwrite "Valid for subscription of ---------------
shares")
<PAGE>
FORM OF ASSIGNMENT
[to be signed upon transfer of Warrant]
The undersigned hereby sells, assigns and/or transfers unto
___________________, who qualifies as an Immediate Family member in its capacity
as ______________, the rights represented by the within Warrant to purchase
__________ Ordinary Shares of Business Objects S.A., to which the within Warrant
relates.
Made this ----- day of -------------
Signature
Name
Address
Signed in the presence of:
<PAGE>
EXHIBIT 4.3
BUSINESS OBJECTS SA
STOCK SUBSCRIPTION WARRANT
1. General
-------
THIS CERTIFIES that, for value received, Albert Eisenstat, or assigns as
further defined hereunder, is entitled to purchase from Business Objects S.A., a
corporation organized under the laws of the Republic of France, (hereinafter
"the Company"), 12,000 Ordinary Shares of the Company, subject to adjustment in
accordance with section 4 hereof, ("the Warrant Shares"), at an exercise price
(the "Warrant Price") of 55.328 French francs per share, subject to adjustment
in accordance with section 4 hereof, and subject to the vesting provisions of
section 2 hereof. These 12,000 Warrant Shares (collectively "the Warrant")
evidence the resolution approved by the shareholders of Business Objects S.A. at
the meeting held on June 19, 1997 at the Company's registered office.
2. Exercise period and vesting schedule
------------------------------------
(a) To the extent it has then vested pursuant to Section 2(b) below, this
Warrant shall be exercisable in whole or in part by the holder hereof, provided
however that upon termination of the holder's membership on the Board of
Directors of the Company, this Warrant shall remain exercisable for a period of
ninety days, and shall terminate on the 91st day thereafter.
(b) This Warrant shall vest monthly over a period of three years, at a rate
of (i) 333 shares for each complete month following January 1, 1997, except
December, that the holder is a Director in office of the Company, and (ii) 337
shares for each month of December, so that on January 1, 2000, this Warrant
shall be fully vested.
(c) This Warrant may be exercised in one or several lots, but at the latest
on the earlier of the two following dates: (i) June 19, 2002, or (ii) in case of
termination of the term of office as Director of the Company, within 90 days
following such termination date.
3. Exercise of Warrants. The rights represented by this Warrant may be
--------------------
exercised by the holder hereof, in accordance with section 2 hereof, by (i)
notification of exercise by registered mail to the Company together with a share
subscription form (bulletin de souscription) in the form attached hereto, duly
completed and signed by the holder and (ii) full payment of the Warrant Price
for the shares with respect to which the Warrant is exercised. The Warrant Price
may be paid exclusively in French Francs, in cash or by check or wire transfer.
In the event of the exercise of the rights represented by this Warrant,
confirmations or "attestations d'inscription en compte" shall be delivered to
the holder within a reasonable time. The rights represented by this Warrant
shall be deemed exercised on the date on which the Company receives payment of
the Warrant Price and any applicable taxes (which shall be the sole
responsibility of the holder, and not of the Company), irrespective of the date
of delivery of the notification of exercise.
4. Adjustment of Warrant Shares and Warrant Price. The Warrant Shares and
----------------------------------------------
Warrant Price shall be subject to the following adjustments:
(a) In the event that, while the Warrant has not been exercised in
full, the Company should proceed to (i) an issue of securities with
shareholders' preferential rights of subscription, (ii) an increase of the share
capital by incorporation of reserves, profits or issue premiums, (iii) a
distribution of reserves in cash or in portfolio securities, or (iv) an issue of
securities convertible into shares, the rights of the holder shall be preserved,
in accordance with articles 171 to 174 of Decree n (degrees) 67-236 of March 23,
1967, it being specified that such preservation of rights shall be made on the
basis of the number of shares that such holder would have been entitled to, had
he exercised the vested part of the Warrant, and only that part, at the date of
the accomplishment of the transaction concerned.
<PAGE>
(b) In the event of share capital reduction motivated by losses, the rights
of the holder in respect of the number of shares to subscribe and purchase upon
exercise of this Warrant will be reduced accordingly, as if the holder had been
shareholder as from the date of issue of the Warrant, and as if the Warrant had
been fully vested as of that date.
5. Non transferability of Warrant.
------------------------------
(a) Except as provided in sub-section (b) below, this Warrant and all
rights hereunder may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or laws of descent or
distribution and may be exercised, during the lifetime of the holder, only by
the holder.
(b) The transfer of this Warrant to the holder's Immediate Family shall be
exempt from the provisions of section 5(a) ; provided however that the
transferee agrees to be bound by and comply with the provisions of this Warrant,
and signs a consent in the form attached hereto. "Immediate Family" as used
herein shall mean the spouse, a direct descendant or ascendant, a brother or a
sister of Albert Eisenstat.
(c) This certificate is not transferable by endorsement or any other mean
and not constitute evidence of ownership. If and when allowed, assigns of all or
part of this Warrant may only be completed by notifying the form of assignment
attached hereto, duly completed and signed by the holder.
6. Merger. In the event of merger of the Company, the holder of the Warrant
------
will be notified and given the same information as if he were a shareholder in
order to exercise, if he wishes so, his subscription rights. Moreover, had he
not acquired his full rights, the Board of Directors may, in its sole discretion
and as an exception to section 2 hereof, decide to increase the number of shares
for which he will exercise his right, within the limit of the total number of
shares authorized hereunder.
7. Applicable law. This Warrant is subject to the laws of the Republic of
--------------
France.
IN WITNESS WHEREOF, the undersigned has caused this Warrant to be executed
by its duly authorized officer on June 20, 1997.
BUSINESS OBJECTS SA
By: Bernard Liautaud
Chairman of the Board of Directors
<PAGE>
FORM OF SUBSCRIPTION
[to be signed upon exercise of Warrant]
BUSINESS OBJECTS S.A.
Societe anonyme
with a share capital of 16,444,595 francs
Registered office : 1 square Chaptal
92300 Levallois-Perret
R.C.S. Nanterre B 379 821 994
------------------
The undersigned, holder of ______ Share Warrants in total, the issue of which
was authorized and approved by the Extraordinary Shareholders Meeting of June
19, 1997, for a price of FF 55.328 per Warrant Share, hereby elects to purchase
thereunder, _____________________________ Ordinary Shares of FF 1 nominal value
each of BUSINESS OBJECTS S.A., and herewith makes payment of FF ______________.
The undersigned requests that the confirmation for such Ordinary Shares be
issued in the name of and delivered to ___________________ whose address is
________________________________________.
Made on this __________ day of ________________,
- -----------------------
By :
[above signature, please handwrite "Valid for subscription of _______________
shares")
<PAGE>
FORM OF ASSIGNMENT
[to be signed upon transfer of Warrant]
The undersigned hereby sells, assigns and/or transfers unto
___________________, who qualifies as an Immediate Family member in its capacity
as ______________, the rights represented by the within Warrant to purchase
__________ Ordinary Shares of Business Objects S.A., to which the within Warrant
relates.
Made this _____ day of _____________
Signature
Name
Address
Signed in the presence of:
<PAGE>
EXHIBIT 4.4
BUSINESS OBJECTS SA
STOCK SUBSCRIPTION WARRANT
1. General
-------
THIS CERTIFIES that, for value received, Arnold Silverman, or assigns as
further defined hereunder, is entitled to purchase from Business Objects S.A., a
corporation organized under the laws of the Republic of France, (hereinafter
"the Company"), 12,000 Ordinary Shares of the Company, subject to adjustment in
accordance with section 4 hereof, ("the Warrant Shares"), at an exercise price
(the "Warrant Price") of 55.328 French francs per share, subject to adjustment
in accordance with section 4 hereof, and subject to the vesting provisions of
section 2 hereof. These 12,000 Warrant Shares (collectively "the Warrant")
evidence the resolution approved by the shareholders of Business Objects S.A. at
the meeting held on June 19, 1997 at the Company's registered office.
2. Exercise period and vesting schedule
------------------------------------
(a) To the extent it has then vested pursuant to Section 2(b) below, this
Warrant shall be exercisable in whole or in part by the holder hereof, provided
however that upon termination of the holder's membership on the Board of
Directors of the Company, this Warrant shall remain exercisable for a period of
ninety days, and shall terminate on the 91st day thereafter.
(b) This Warrant shall vest monthly over a period of three years, at a
rate of (i) 333 shares for each complete month following January 1, 1997, except
December, that the holder is a Director in office of the Company, and (ii) 337
shares for each month of December, so that on January 1, 2000, this Warrant
shall be fully vested.
(c) This Warrant may be exercised in one or several lots, but at the
latest on the earlier of the two following dates : (i) June 19, 2002, or (ii) in
case of termination of the term of office as Director of the Company, within 90
days following such termination date.
3. Exercise of Warrants. The rights represented by this Warrant may be
--------------------
exercised by the holder hereof, in accordance with section 2 hereof, by (i)
notification of exercise by registered mail to the Company together with a share
subscription form (bulletin de souscription) in the form attached hereto, duly
completed and signed by the holder and (ii) full payment of the Warrant Price
for the shares with respect to which the Warrant is exercised. The Warrant Price
may be paid exclusively in French Francs, in cash or by check or wire transfer.
In the event of the exercise of the rights represented by this Warrant,
confirmations or "attestations d'inscription en compte" shall be delivered to
the holder within a reasonable time. The rights represented by this Warrant
shall be deemed exercised on the date on which the Company receives payment of
the Warrant Price and any applicable taxes (which shall be the sole
responsibility of the holder, and not of the Company), irrespective of the date
of delivery of the notification of exercise.
4. Adjustment of Warrant Shares and Warrant Price. The Warrant Shares and
----------------------------------------------
Warrant Price shall be subject to the following adjustments :
(a) In the event that, while the Warrant has not been exercised in full,
the Company should proceed to (i) an issue of securities with shareholders'
preferential rights of subscription, (ii) an increase of the share capital by
incorporation of reserves, profits or issue premiums, (iii) a distribution of
reserves in cash or in portfolio securities, or (iv) an issue of
<PAGE>
securities convertible into shares, the rights of the holder shall be preserved,
in accordance with articles 171 to 174 of Decree n (degrees) 67-236 of March 23,
1967, it being specified that such preservation of rights shall be made on the
basis of the number of shares that such holder would have been entitled to, had
he exercised the vested part of the Warrant, and only that part, at the date of
the accomplishment of the transaction concerned.
(b) In the event of share capital reduction motivated by losses, the
rights of the holder in respect of the number of shares to subscribe and
purchase upon exercise of this Warrant will be reduced accordingly, as if the
holder had been shareholder as from the date of issue of the Warrant, and as if
the Warrant had been fully vested as of that date.
5. Non transferability of Warrant.
------------------------------
(a) Except as provided in sub-section (b) below, this Warrant and all
rights hereunder may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or laws of descent or
distribution and may be exercised, during the lifetime of the holder, only by
the holder.
(b) The transfer of this Warrant to the holder's Immediate Family shall be
exempt from the provisions of section 5(a) ; provided however that the
transferee agrees to be bound by and comply with the provisions of this Warrant,
and signs a consent in the form attached hereto. "Immediate Family" as used
herein shall mean the spouse, a direct descendant or ascendant, a brother or a
sister of Arnold Silverman.
(c) This certificate is not transferable by endorsement or any other mean
and not constitute evidence of ownership. If and when allowed, assigns of all or
part of this Warrant may only be completed by notifying the form of assignment
attached hereto, duly completed and signed by the holder.
6. Merger. In the event of merger of the Company, the holder of the Warrant
------
will be notified and given the same information as if he were a shareholder in
order to exercise, if he wishes so, his subscription rights. Moreover, had he
not acquired his full rights, the Board of Directors may, in its sole discretion
and as an exception to section 2 hereof, decide to increase the number of shares
for which he will exercise his right, within the limit of the total number of
shares authorized hereunder.
7. Applicable law. This Warrant is subject to the laws of the Republic of
--------------
France.
IN WITNESS WHEREOF, the undersigned has caused this Warrant to be executed
by its duly authorized officer on June 20, 1997.
BUSINESS OBJECTS SA
By : Bernard Liautaud
Chairman of the Board of Directors
<PAGE>
FORM OF SUBSCRIPTION
[to be signed upon exercise of Warrant]
BUSINESS OBJECTS S.A.
Societe anonyme
with a share capital of 16,444,595 francs
Registered office : 1 square Chaptal
92300 Levallois-Perret
R.C.S. Nanterre B 379 821 994
------------------
The undersigned, holder of ------ Share Warrants in total, the issue of which
was authorized and approved by the Extraordinary Shareholders Meeting of June
19, 1997, for a price of FF 55.328 per Warrant Share, hereby elects to purchase
thereunder, ----------------------------- Ordinary Shares of FF 1 nominal value
each of BUSINESS OBJECTS S.A., and herewith makes payment of FF ---------------.
The undersigned requests that the confirmation for such Ordinary Shares be
issued in the name of and delivered to ------------------- whose address is
- ----------------------------------------.
Made on this ---------- day of ----------------,
- ----------------------------
By :
[above signature, please handwrite "Valid for subscription of ---------------
shares")
<PAGE>
FORM OF ASSIGNMENT
[to be signed upon transfer of Warrant]
The undersigned hereby sells, assigns and/or transfers unto
___________________, who qualifies as an Immediate Family member in its capacity
as ______________, the rights represented by the within Warrant to purchase
__________ Ordinary Shares of Business Objects S.A., to which the within Warrant
relates.
Made this ----- day of -------------
Signature
Name
Address
Signed in the presence of :
<PAGE>
EXHIBIT 4.5
BUSINESS OBJECTS SA
STOCK SUBSCRIPTION WARRANT
1. General
-------
THIS CERTIFIES that, for value received, Vincent Worms, or assigns as
further defined hereunder, is entitled to purchase from Business Objects S.A., a
corporation organized under the laws of the Republic of France, (hereinafter
"the Company "), 12,000 Ordinary Shares of the Company, subject to adjustment in
accordance with section 4 hereof, ("the Warrant Shares"), at an exercise price
(the "Warrant Price") of 55.328 French francs per share, subject to adjustment
in accordance with section 4 hereof, and subject to the vesting provisions of
section 2 hereof. These 12,000 Warrant Shares (collectively "the Warrant")
evidence the resolution approved by the shareholders of Business Objects S.A. at
the meeting held on June 19, 1997 at the Company's registered office.
2. Exercise period and vesting schedule
------------------------------------
(a) To the extent it has then vested pursuant to Section 2(b) below, this
Warrant shall be exercisable in whole or in part by the holder hereof, provided
however that upon termination of the holder's membership on the Board of
Directors of the Company, this Warrant shall remain exercisable for a period of
ninety days, and shall terminate on the 91st day thereafter.
(b) This Warrant shall vest monthly commencing on January 1, 1997 over a
period of three years, at a rate of (i) 333 shares for each complete month,
except December, that the holder is a Director in office of the Company, and
(ii) 337 shares for each month of December, so that on January 1, 1999, this
Warrant shall be fully vested.
(c) This Warrant may be exercised in one or several lots, but at the
latest on the earlier of the two following dates : (i) June 19, 2002, or (ii) in
case of termination of the term of office as Director of the Company, within 90
days following such termination date.
3. Exercise of Warrants. The rights represented by this Warrant may be
--------------------
exercised by the holder hereof, in accordance with section 2 hereof, by (i)
notification of exercise by registered mail to the Company together with a share
subscription form (bulletin de souscription) in the form attached hereto, duly
completed and signed by the holder and (ii) full payment of the Warrant Price
for the shares with respect to which the Warrant is exercised. The Warrant Price
may be paid exclusively in French Francs, in cash or by check or wire transfer.
In the event of the exercise of the rights represented by this Warrant,
confirmations or "attestations d'inscription en compte" shall be delivered to
the holder within a reasonable time. The rights represented by this Warrant
shall be deemed exercised on the date on which the Company receives payment of
the Warrant Price and any applicable taxes (which shall be the sole
responsibility of the holder, and not of the Company), irrespective of the date
of delivery of the notification of exercise.
4. Adjustment of Warrant Shares and Warrant Price. The Warrant Shares and
----------------------------------------------
Warrant Price shall be subject to the following adjustments :
(a) In the event that, while the Warrant has not been exercised in full,
the Company should proceed to (i) an issue of securities with shareholders'
preferential rights of subscription, (ii) an increase of the share capital by
incorporation of reserves, profits or issue premiums, (iii) a distribution of
reserves in cash or in portfolio securities, or (iv) an issue of
securities convertible into shares, the rights of the holder shall be preserved,
in accordance with articles 171 to 174 of Decree n (degrees) 67-236 of March 23,
1967, it being specified that such preservation of rights shall be
<PAGE>
made on the basis of the number of shares that such holder would have been
entitled to, had he exercised the vested part of the Warrant, and only that
part, at the date of the accomplishment of the transaction concerned.
(b) In the event of share capital reduction motivated by losses, the rights
of the holder in respect of the number of shares to subscribe and purchase upon
exercise of this Warrant will be reduced accordingly, as if the holder had been
shareholder as from the date of issue of the Warrant, and as if the Warrant had
been fully vested as of that date.
5. Non transferability of Warrant.
------------------------------
(a) Except as provided in sub-section (b) below, this Warrant and all
rights hereunder may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or laws of descent or
distribution and may be exercised, during the lifetime of the holder, only by
the holder.
(b) The transfer of this Warrant to the holder's Immediate Family shall be
exempt from the provisions of section 5(a); provided however that the
transferee agrees to be bound by and comply with the provisions of this Warrant,
and signs a consent in the form attached hereto. "Immediate Family" as used
herein shall mean the spouse, a direct descendant or ascendant, a brother or a
sister of Philippe Claude.
(c) This certificate is not transferable by endorsement or any other mean
and not constitute evidence of ownership. If and when allowed, assigns of all or
part of this Warrant may only be completed by notifying the form of assignment
attached hereto, duly completed and signed by the holder.
6. Merger. In the event of merger of the Company, the holder of the Warrant
------
will be notified and given the same information as if he were a shareholder in
order to exercise, if he wishes so, his subscription rights. Moreover, had he
not acquired his full rights, the Board of Directors may, in its sole discretion
and as an exception to section 2 hereof, decide to increase the number of shares
for which he will exercise his right, within the limit of the total number of
shares authorized hereunder.
7. Applicable law. This Warrant is subject to the laws of the Republic of
--------------
France.
IN WITNESS WHEREOF, the undersigned has caused this Warrant to be executed by
its duly authorized officer on June 20, 1997.
BUSINESS OBJECTS SA
By: Bernard Liautaud
Chairman of the Board of Directors
<PAGE>
FORM OF SUBSCRIPTION
[to be signed upon exercise of Warrant]
BUSINESS OBJECTS S.A.
Societe anonyme
with a share capital of 16,444 ,595 francs
Registered office : 1 square Chaptal
92300 Levallois-Perret
R.C.S. Nanterre B 379 821 994
------------------
The undersigned, holder of ______ Share Warrants in total, the issue of which
was authorized and approved by the Extraordinary Shareholders Meeting of June
19, 1997, for a price of FF 55.328 per Warrant Share, hereby elects to purchase
thereunder, _____________________________ Ordinary Shares of FF 1 nominal value
each of BUSINESS OBJECTS S.A., and herewith makes payment of FF _______________.
The undersigned requests that the confirmation for such Ordinary Shares be
issued in the name of and delivered to ___________________ whose address is
________________________________________.
Made on this __________ day of ________________,
- -----------------------
By:
[above signature, please handwrite "Valid for subscription of _______________
shares")
<PAGE>
FORM OF ASSIGNMENT
[to be signed upon transfer of Warrant]
The undersigned hereby sells, assigns and/or transfers unto
___________________, who qualifies as an Immediate Family member in its capacity
as ______________, the rights represented by the within Warrant to purchase
__________ Ordinary Shares of Business Objects S.A., to which the within Warrant
relates.
Made this _____ day of _____________
Signature
Name
Address
Signed in the presence of:
<PAGE>
EXHIBIT 5.1
Business Objects S.A.
European Headquarters
1 Square Chaptal
92309 Levallois-Perret
France
November 21, 1997
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1993,
as amended (the "Act"), of up to a maximum number of 48,000 ordinary shares (the
"Shares"), nominal value one French franc per ordinary share, of Business
Objects S.A., a societe anonyme organized under the laws of the Republic of
France (the "Company"), we, as your French Counsel, have examined copies of the
following documents:
i. a certified copy of the text of the eighteenth resolution of the
meeting of the shareholders of the Company held on June 19, 1997, (a)
deciding inter alia the issue of 12,000 warrants, each warrant
entitling to the subscription of 1 share of FF. 1 nominal value at a
price of FF. 55.328 per share, including the issuing premium, and the
reservation of the granting of said warrants without payment to the
benefit of Mr. Albert Eisenstat, (b) authorizing the increase in share
capital by an amount of FF. 12,000 to be fully paid up upon
subscription, either in cash or by compensation, corresponding to the
issuance of 12,000 new shares of FF. 1 nominal value each, to which
the exercise of the warrants entitles, and, accordingly, canceling the
preferential subscription right to the 12,000 new shares to be issued
upon exercise of the warrants and (c) approving the special advantages
granted to the holder consisting in (i) the granting of such warrants
without payment as consideration and (ii) the implementing of a fixed
exercise price of FF. 55.328 per share;
ii. a certified copy of the results of the vote at such meeting for the
eighteenth resolution established by Banque Paribas;
<PAGE>
iii. a certified copy of the text of the nineteenth resolution of the
meeting of the shareholders of the Company held on June 19, 1997, (a)
deciding inter alia the issue of 12,000 warrants, each warrant
entitling to the subscription of 1 share of FF. 1 nominal value at a
price of FF. 55.328 per share, including the issuing premium, and the
reservation of the granting of said warrants without payment to the
benefit of Mr. Vincent Worms, (b) authorizing the increase in share
capital by an amount of FF. 12,000 to be fully paid up upon
subscription, either in cash or by compensation, corresponding to the
issuance of 12,000 new shares of FF. 1 nominal value each, to which
the exercise of the warrants entitles, and, accordingly, canceling the
preferential subscription right to the 12,000 new shares to be issued
upon exercise of the warrants and (c) approving the special advantages
granted to the holder consisting in (i) the granting of such warrants
without payment as consideration and (ii) the implementing of a fixed
exercise price of FF. 55.328 per share;
iv. a certified copy of the results of the vote at such meeting for the
nineteenth resolution established by Banque Paribas;
v. a certified copy of the text of the twentieth resolution of the
meeting of the shareholders of the Company held on June 19, 1997, (a)
deciding inter alia the issue of 12,000 warrants, each warrant
entitling to the subscription of 1 share of FF. 1 nominal value at a
price of FF. 55.328 per share, including the issuing premium, and the
reservation of the granting of said warrants without payment to the
benefit of Mr. Philippe Claude, (b) authorizing the increase in share
capital by an amount of FF. 12,000 to be fully paid up upon
subscription, either in cash or by compensation, corresponding to the
issuance of 12,000 new shares of FF. 1 nominal value each, to which
the exercise of the warrants entitles, and, accordingly, canceling the
preferential subscription right to the 12,000 new shares to be issued
upon exercise of the warrants and (c) approving the special advantages
granted to the holder consisting in (i) the granting of such warrants
without payment as consideration and (ii) the implementing of a fixed
exercise price of FF. 55.328 per share;
vi. a certified copy of the results of the vote at such meeting for the
twentieth resolution established by Banque Paribas;
vii. a certified copy of the text of the twenty-first resolution of the
meeting of the shareholders of the Company held on June 19, 1997, (a)
deciding inter alia the issue of 12,000 warrants, each warrant
entitling to the subscription of 1 share of FF. 1 nominal value at a
price of FF. 55.328 per share, including the issuing premium, and the
reservation of the granting of said warrants without payment to the
benefit of Mr. Arnold Silverman, (b) authorizing the increase in share
capital by an amount of
<PAGE>
FF. 12,000 to be fully paid up upon subscription, either in cash or by
compensation, corresponding to the issuance of 12,000 new shares of
FF. 1 nominal value each, to which the exercise of the warrants
entitles, and, accordingly, canceling the preferential subscription
right to the 12,000 new shares to be issued upon exercise of the
warrants and (c) approving the special advantages granted to the
holder consisting in (i) the granting of such warrants without payment
as consideration and (ii) the implementing of a fixed exercise price
of FF. 55.328 per share;
viii. a certified copy of the results of the vote at such meeting for the
twenty-first resolution established by Banque Paribas;
ix. the special statutory auditor's report ("rapport du commissaire aux
avantages particuliers")
x. an "attestation d'inscription en compte" for the warrants held by each
one of Messrs. Claude, Eisenstat, Silverman and Worms respectively,
established by Banque Paribas
together with such other corporate documents and such questions of law, as we
have considered necessary or appropriate for the purpose of this opinion.
In the context of such examination we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals and the conformity with the originals of all documents submitted to us
as copies.
Upon the basis of such examination and subject to any matter not
disclosed to us by the parties concerned, we advise you that, in our opinion,
any Shares to be issued pursuant to the exercise of the warrants, to the extent
they are:
- issued in compliance with the provisions of the corresponding
resolution of the meeting of the shareholders of the Company held on
June 19, 1997, the Statuts and the then applicable law, and
- fully paid up in accordance with the provisions of the corresponding
resolution of the meeting of the shareholders of the Company held on
June 19, 1997, the Statuts and the then applicable law,
will be validly issued and fully paid up.
The foregoing opinion is limited to the laws of the Republic of
France, and we are expressing no opinion as to the effect of the laws under any
other jurisdiction.
We have relied as to certain matters on information obtained from
officials of the Company and other sources believed by us to be responsible.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
Olivier Edwards Patrick Bonvarlet
<PAGE>
Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 to be filed on December 11, 1997 pertaining to the Stock Subscription
Warrants of our report dated January 31, 1997, with respect to the consolidated
financial statements and schedule of Business Objects, S.A. included in its
Annual Report (Form 20-F) for the year ended December 31, 1996 filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
San Jose, California
December 11, 1997
