<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)
----------------------
Republic of France None
------------------ ----
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1 Square Chaptal
Levallois-Perret, France 92300
(Address of Registrant's Principal Executive Offices) (Zip Code)
----------------------
1994 STOCK OPTION PLAN, AS AMENDED
(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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Securities to be Registered Amount to be Offering Price Aggregate Registration
Registered Per Share(2) Offering Price(2) Fee
=================================================================================================================
<S> <C> <C> <C> <C>
Ordinary Shares, nominal value one French
franc per share (1) 1,000,000 $10.82 $10,820,000.00 $3,191.90
- -----------------------------------------------------------------------------------------------------------------
</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) solely for the purpose of
calculating the registration fee, on the basis of $10.82 per share (the
average of the bid and ask closing price of the American Depository Shares
issued by the Registrant on December 10, 1997) and the exchange rate for the
U.S. dollar and French franc on December 10, 1997
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
- ----------------
The Registration Statement on Form S-8 is being filed for the purpose of
registering 1,000,000 shares of the Registrant's Ordinary Shares to be issued
pursuant to the 1994 Stock Option Plan, as amended. The Registration Statement
on Form S-8 previously filed with the Securities and Exchange Commission
relating to the Plan (Commission File No. 333-5542) is incorporated herein by
reference.
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-Q), 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.
<PAGE>
Item 8. Index to Exhibits.
------------------
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------------- -------------------------------------------------------------
<S> <C>
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 1994 Stock Option Plan, as amended.
5.1 Opinion of Baker & McKenzie as to the validity of the Ordinary
Shares.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Baker & McKenzie (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. 333-5542).
<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>
<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 1994 Stock Option Plan, as amended.
5.1 Opinion of Baker & McKenzie as to the validity of the Ordinary Shares.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Baker & McKenzie (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. 333-5542).
<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 S.A.
1994 STOCK OPTION PLAN, AMENDED AS OF JUNE 19, 1997
In accordance with the authorization granted by the
extraordinary shareholders' meeting of August 17, 1994 the board of directors
decided on October 27, 1994 in conformity with the provisions of Articles 208-1
et. seq. of the law No. 66-537 of July 24, 1966 concerning commercial companies,
to adopt a plan for the grant to Beneficiaries (defined below) of options giving
rights to subscribe shares of the Company. In furtherance of such decision the
board of directors has approved and adopted the Business Objects S.A. 1994 Stock
Option Plan which was approved by the shareholders of the Company on June 21,
1995, and amended in accordance with the resolutions adopted at the
extraordinary general meetings held on June 13, 1996 and June 19, 1997.
The terms and conditions of the Business Objects S.A. 1994
Stock Option Plan, as amended, are set out below.
1. Purposes of the Plan
The purposes of this Stock Option Plan are:
- to attract and retain the best available personnel for
positions of substantial responsibility;
- to provide additional incentive to Beneficiaries; and
- to promote the success of the Company's business.
Options granted under the Plan to U.S. Beneficiaries are intended to be
Incentive Stock Options or Non-Statutory Stock Options, as determined by the
Administrator at the time of grant of an Option, and shall comply in all
respects with Applicable U.S. Laws in order that they may benefit from available
fiscal advantages.
2. Definitions. As used herein, the following definitions shall apply:
-----------
(a) "Share" means a share of the Common Stock, as adjusted from time to
-----
time in accordance with Section 11 of the Plan.
(b) "Director" means a member of the Board.
--------
(c) "ADR" means an American Depositary Receipt evidencing an American
---
Depositary Share corresponding to one Share of Common Stock.
(d) "Shareholder Authorization" means the authorizations given by the
-------------------------
shareholders of the Company in an extraordinary general meeting held on
August 17, 1994, June 13, 1996 and June 19, 1997, permitting the Board to
grant Stock Options.
(e) "Optionee" means a Beneficiary who holds at least one outstanding Option.
--------
(f) "Common Stock" means shares of common stock of the Company.
------------
(g) "Code" means the United States Internal Revenue Code of 1986, as amended.
----
(h) "Board" means the board of directors of the Company.
-----
<PAGE>
(i) "Option Agreement" means a written agreement between the Company and an
----------------
Optionee evidencing the terms and conditions of an individual Option
grant. The Option Agreement is subject to the terms and conditions of the
Plan.
(j) "Notice of Grant" means a written notice evidencing certain terms and
---------------
conditions of an individual Option grant. The Notice of Grant is part of
the Option Agreement.
(k) "Beneficiary" means the Chief Executive Officer (President-Directeur
-----------
General) and Managing directors (Directeurs generaux) and any Officers or
other person employed by the Company or any Affiliated Company. Neither
service as a Director nor payment of a director's fee by the Company or an
Affiliated Company shall be sufficient to constitute "employment" by the
Company or an Affiliated Company.
(l) "U.S. Beneficiary" means a Beneficiary of the Company or an Affiliated
----------------
Company residing in the United States or otherwise subject to United
States' laws and regulations.
(m) "Exchange Act" means the United States Securities Exchange Act of 1934, as
------------
amended.
(n) "Subsidiary" means a "subsidiary corporation", whether now or hereafter
----------
existing, as defined in Section 424(f) of the Code.
(o) "Administrator" means the board of directors of the Company, as shall
-------------
administer the Plan in accordance with Section 4 of the Plan, it being
specified that pursuant to article 11.3 of the by-laws of the Company, any
board member who is eligible to receive Options is prohibited from voting
on decisions to grant Options if such board member is the Beneficiary of
such Options;
(p) "Disability" means total and permanent disability.
----------
(q) "Incentive Stock Option" means an Option granted only to U.S.
----------------------
Beneficiaries and intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code and the regulations promulgated
thereunder.
(r) "Law" means French law no. 66-537 dated July 24, 1966 concerning
---
commercial companies.
(s) "Applicable U.S. Laws" means the legal requirements relating to the
--------------------
administration of stock option plans under state corporate and securities
laws and the Code in force in the United States of America.
(t) "Non-statutory Stock Option" means an Option which does not qualify as an
--------------------------
Incentive Stock Option.
(u) "Officer" means a Beneficiary who is an officer of the Company or an
-------
Affiliated Company within the meaning of Section 16 of the Exchange Act
and the rules and regulations promulgated thereunder.
(v) "Option" means a stock option granted pursuant to the Plan.
------
(w) "Plan" means this 1994 Stock Option Plan, as amended.
----
(x) "Option Exchange Program" means a program whereby outstanding Options are
-----------------------
surrendered in exchange for options with a lower exercise price.
<PAGE>
(y) "Continuous Status as a Beneficiary" means that the employment
----------------------------------
relationship with the Company or any Affiliated Company is not interrupted
or terminated. Continuous Status as a Beneficiary shall not be considered
interrupted in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the
Company or any Affiliated Company, or any successor. A leave of absence
approved by the Company shall include sick leave, military leave, or any
other personal leave. For purposes of U.S. Beneficiaries and Incentive
Stock Options, no such leave may exceed ninety (90) days, unless
reemployment upon expiration of such leave is guaranteed by statute or
contract, including Company policies. If reemployment upon expiration of a
leave of absence approved by the Company is not so guaranteed, on the 91st
day of such leave any Incentive Stock Option held by a U.S. Beneficiary
shall cease to be treated as an Incentive Stock Option and shall be
treated for U.S. tax purposes as a Non-statutory Stock Option.
(z) "Company" means Business Objects S.A., a corporation organized under
-------
the laws of the Republic of France.
(aa) "Affiliated Company" means a company which conforms with the criteria
------------------
set forth in Article 208-4 of the Law as follows:
- companies of which at least one tenth (1/10) of the share capital or
voting rights is held directly or indirectly by the Company;
- companies which own directly or indirectly at least one tenth (1/10)
of the share capital or voting rights of the Company; and
- companies of which at least fifty percent (50%) of the share capital
or voting rights is held directly or indirectly by a company which
owns directly or indirectly at least fifty percent (50%) of the share
capital or voting rights of the Company.
(bb) "Parent" means a "parent corporation", whether now or hereafter existing,
------
as defined in Section 424(e) of the Code.
(cc) "Fair Market Value" means, as of any date, the French franc value of the
-----------------
U.S. $ value of one ADR corresponding to one Share of Common Stock
calculated on the basis of the noon buying rates reported by the Federal
Reserve Bank of New York (expressed in francs per $1.00).
The Fair Market Value shall be determined as follows:
(i) if the ADRs corresponding to Common Stock are listed on any
established stock exchange or a national market system,
including without limitation the Nasdaq National Market of the
National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") System, the Fair Market Value of an ADR
shall be the closing sales price for such ADR (or the closing
bid, if no sales were reported) as quoted on such system or
exchange (or the exchange with the greatest volume of trading
ADRs) on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;
(ii) if the ADRs corresponding to Common Stock are quoted on the
NASDAQ System (but not on the Nasdaq National Market thereof)
or are regularly quoted by a recognized securities dealer but
selling prices are not reported, the Fair Market Value of an
ADR shall be the mean between the high bid and low asked
prices for the
<PAGE>
ADRs on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;
(iii) in the absence of an established market for the ADRs or the
Common Stock, the Fair Market Value shall be determined in
good faith by the Administrator.
3. Stock Subject to the Plan
-------------------------
Subject to the provisions of Section 11 of the Plan, the
maximum aggregate number of Shares which may be optioned and issued under the
Plan is 3,000,000 Shares.
If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unsubscribed Shares which were
subject thereto shall, unless the Plan shall have been terminated, become
available for future grant under the Plan.
4. Administration of the Plan
--------------------------
(a) Procedure
---------
The Plan shall be administered by the Administrator.
(b) Powers of the Administrator. Subject to the provisions of the
---------------------------
Law, the Shareholder Authorization, the Plan and U.S. Applicable Laws, the
Administrator shall have the authority, in its discretion:
(i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(cc) of the Plan;
(ii) to select the Beneficiaries to whom Options may be granted
hereunder;
(iii) to determine whether and to what extent Options are granted
hereunder;
(iv) to determine the number of Shares of Common Stock to be
covered by each Option granted hereunder;
(v) to approve forms of agreement for use under the Plan;
(vi) to determine the terms and conditions, not inconsistent with
the terms and conditions of the Plan, of any Options granted
hereunder. Such terms and conditions include, but are not
limited to, the exercise price, the time or times when Options
may be exercised (which may be based on performance criteria),
any vesting acceleration or waiver of forfeiture restrictions,
and any restriction or limitation regarding any Option or the
Shares of Common Stock relating thereto, based in each case on
such factors as the Administrator, in its sole discretion,
shall determine;
(vii) to construe and interpret the terms of the Plan and Options
granted pursuant to the Plan;
(viii) to prescribe, amend and rescind rules and regulations relating
to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for
preferred tax treatment under foreign tax laws;
<PAGE>
(ix) to modify or amend each Option (subject to Section 13(c) of
the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options longer than
is otherwise provided for in the Plan;
(x) to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Option
previously granted by the Administrator;
(xi) to decide and institute an Option Exchange Program;
(xii) to determine the terms and restrictions applicable to Options;
and
(xiii) to make all other determinations deemed necessary or advisable
for administering the Plan.
(c) Effect of Administrator's Decision. The Administrator's
----------------------------------
decisions, determinations and interpretations shall be final and binding on all
Optionees.
5. Limitations
-----------
(a) In the case of U.S. Beneficiaries, each Option shall be
designated in the Notice of Grant either as an Incentive Stock Option or as a
Non-Statutory Stock Option. However, notwithstanding such designation, to the
extent that the aggregate Fair Market Value:
(i) of Shares subject to an Optionee's Incentive Stock Options
granted by the Company or any Affiliated Company, which
(ii) become exercisable for the first time during any calendar year
(under all plans of the Company or any Affiliated Company)
exceeds $100,000, such excess Options shall be treated as Non-statutory Stock
Options. For purposes of this Section 5(a), Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the time of the grant.
(b) Neither the Plan nor any Option shall confer upon an Optionee
any right with respect to continuing the Optionee's employment with the Company
or any Affiliated Company, nor shall they interfere in any way with the
Optionee's right or the Company's or Affiliated Company's right, as the case may
be, to terminate such employment at any time, with or without cause.
(c) The following limitations shall apply to grants of Options to
Beneficiaries:
(i) No Beneficiary shall be granted, in any fiscal year of the
Company, Options to subscribe or purchase more than 150,000
Shares.
(ii) Notwithstanding the foregoing, the Company may also make
additional grants of up to 300,000 Shares to newly-hired
Beneficiaries.
(iii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as
described in Section 11.
(d) Other than as expressly provided hereunder, including Section
2 (a)(i) above, no member of the Board of Directors shall be eligible to receive
an Option under the Plan.
<PAGE>
6. Term of Plan
------------
The Plan is effective and Options may be granted as of October
27, 1994, the date of the Plan's adoption by the Board. It shall continue in
effect for a term of five (5) years unless terminated earlier under Section 13
of the Plan, so that Options may be granted hereunder until August 16, 1999.
7. Term of Option
--------------
The term of each Option shall be stated in the Notice of
Grant, as ten (10) years from the date of grant in accordance with the
Shareholder Authorization. Notwithstanding the foregoing, Options granted to
Beneficiaries of the United Kingdom subsidiary of the Company or Beneficiaries
who are otherwise residents of the United Kingdom or who are subject to the laws
of the United Kingdom shall have a term of seven (7) years less one day from the
date of grant.
8. Option Exercise Price and Consideration
---------------------------------------
(a) Exercise Price
--------------
The per Share exercise price for the Shares to be issued
pursuant to exercise of an Incentive Stock Option or a Non-statutory Stock
Option shall be determined by the Administrator subject to the following:
(A) In the case of an Option granted to a U.S. Beneficiary
who, at the time the Option is granted, owns stock representing more than ten
percent (10%) of the voting rights of all classes of stock of the Company or any
Parent or Subsidiary, to the extent such U.S. Beneficiary is permitted by the
Law to receive Option grants, the per Share exercise price shall be no less than
110% of the Fair Market Value per Share.
(B) In the case of an Option granted to any Beneficiary other
than a U.S. Beneficiary described in paragraph (A) immediately above, the per
Share exercise price shall be no less than 100% of the Fair Market Value per
Share.
(b) Waiting Period and Exercise Dates
---------------------------------
At the time an Option is granted, the Administrator shall fix
the period within which the Option may be exercised and shall determine any
conditions which must be satisfied before the Option may be exercised. In so
doing, the Administrator may specify that an Option may not be exercised until
the completion of a service period.
(c) Form of Consideration
---------------------
The consideration to be paid for the Shares to be issued upon
exercise of Options, including the method of payment, shall be determined by the
Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and shall consist entirely of an amount in
French francs corresponding to the exercise price which may be paid either by :
(1) wire transfer;
(2) check;
(3) delivery of a properly executed notice together with such
other documentation as the Administrator and the broker, if
applicable, shall require to effect exercise of the
<PAGE>
Option and delivery to the Company of the sale or loan
proceeds required to pay the exercise price; or
(4) any combination of the foregoing methods of payment.
9. Exercise of Option
------------------
(a) Procedure for Exercise; Rights as a Shareholder
-----------------------------------------------
Any Option granted hereunder shall be exercisable according to
the terms of the Plan and at such times and under such conditions as determined
by the Administrator and set forth in the Option Agreement.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed exercised when the Company receives:
(i) written notice of exercise (in accordance with the Option Agreement)
together with a share subscription form (bulletin de souscription) from the
person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse.
Upon exercise of any Option in accordance herewith, the Shares
issued to the Optionee shall be assimilated with all other Shares of the Company
and shall be entitled to dividends for the fiscal year in course during which
the Option is exercised.
Granting of an Option in any manner shall result in a decrease
in the number of Shares which thereafter may be available for purposes of the
Plan, by the number of Shares as to which the Option is outstanding.
(b) Termination of Employment
-------------------------
Upon termination of an Optionee's Continuous Status as a
Beneficiary, other than upon the Optionee's death or Disability, the Optionee
may exercise his or her Option, but only within such period of time as is
specified in the Notice of Grant, and only to the extent that the Optionee was
entitled to exercise it at the date of termination (but in no event later than
the expiration of the term of such Option as set forth in the Notice of Grant).
In the absence of a specified time in the Notice of Grant, the Option shall
remain exercisable for ninety (90) days following the Optionee's termination of
Continuous Status as a Beneficiary. In the case of an Incentive Stock Option,
such period of time shall not exceed ninety (90) days from the date of
termination. If, at the date of termination, the Optionee is not entitled to
exercise his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified by the
Administrator, the Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.
(c) Disability of Optionee
----------------------
In the event that an Optionee's Continuous Status as a
Beneficiary terminates as a result of the Optionee's Disability, the Optionee
may exercise his or her Option at any time within twelve (12) months from the
date of such termination, but only to the extent that the Optionee was entitled
to exercise it at the date of such termination (but in no event later than the
expiration of the term of such Option as set forth in the Notice of Grant). If,
at the date of termination, the Optionee is not entitled to exercise his or her
entire Option, the Shares covered by the unexercised portion of the
<PAGE>
Option shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
(d) Death of Optionee
-----------------
In the event of the death of an Optionee during the term of
the Option, the Option may be exercised at any time within twelve (12) months
following the date of death, by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent that the Optionee was entitled to exercise the Option at the date of
death. If, at the time of death, the Optionee was not entitled to exercise his
or her entire Option, the Shares covered by the unexercised portion of the
Option shall immediately revert to the Plan. If, after death, the Optionee's
estate or a person who acquired the right to exercise the Option by bequest or
inheritance does not exercise the Option within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.
10. Non-Transferability of Options
------------------------------
An Option may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.
11. Adjustments Upon Changes in Capitalization, Dissolution, Merger or
------------------------------------------------------------------
Asset Sale
----------
(a) Changes in capitalization
-------------------------
In the event of the carrying out by the Company of any of the
financial operations pursuant to Article 208-5 of the Law as follows:
- issuance of shares to be subscribed for in cash or by set-off
of existing indebtedness offered exclusively to the
shareholders;
- capitalization of reserves, profits, issuance premiums or the
distribution of free shares;
- issuance of bonds convertible or exchangeable into shares
offered exclusively to shareholders;
- distribution of reserves in cash or portfolio securities; and
- capital reduction motivated by losses;
the Administrator shall, in accordance with the conditions provided for in
Articles 174-8 et seq. of the decree n(degree) 67-236 of March 23, 1967
concerning commercial companies, effect an adjustment of the number and the
price of the Shares subject to Option grants.
(b) Dissolution or Liquidation
--------------------------
In the event of the proposed dissolution or liquidation of the
Company, to the extent that an Option has not been previously exercised, it will
terminate immediately prior to the consummation of such proposed action. The
Administrator may, in the exercise of its sole discretion in such instances,
declare that any Option shall terminate as of a date fixed by the Administrator
and
<PAGE>
give each Optionee the right to exercise his or her Option as to which the
Option would not otherwise be exercisable.
(c) Merger or Asset Sale
--------------------
In the event of a merger of the Company with or into another
corporation, or the sale of substantially all of the assets of the Company, each
outstanding Option shall be assumed or an equivalent option or right shall be
substituted by the successor corporation or an affiliated company of the
successor corporation. The Administrator may, in lieu of such assumption or
substitution, provide for the Optionee the right to exercise the Option as to
the corresponding Shares as to which it would not otherwise be exercisable. If
the Administrator makes an Option exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Administrator shall
notify the Optionee that the Option shall be fully exercisable for a period of
fifteen (15) days from the date of such notice, and the Option will terminate
upon the expiration of such period. For the purposes of this paragraph, the
Option shall be considered assumed if, following the merger or sale of assets,
the Option or right confers the right to purchase, for each Share of Optioned
Stock subject to the Option immediately prior to the merger or sale of assets,
the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for each
Share held on the effective date of the transaction (and if holders were offered
a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or sale of assets was not solely common
stock of the successor corporation, or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option for each Share of Option Stock subject
to the Option, to be solely common stock of the successor corporation or its
Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.
12. Date of Grant
-------------
The date of grant of an Option shall be, for all purposes, the
date on which the Administrator makes the determination granting such Option, or
such other later date as is determined by the Administrator. Notice of the
determination shall be provided to each Optionee within a reasonable time after
the date of such grant.
13. Amendment and Termination of the Plan
-------------------------------------
(a) Amendment and Termination
-------------------------
The Administrator may at any time amend, alter, suspend or
terminate the Plan.
(b) Shareholder Approval
--------------------
The Company shall obtain shareholder approval of any Plan
amendment to the extent necessary and desirable to comply with Section 422 of
the Code (or any successor rule or statute or other applicable law, rule or
regulation, including the requirements of any exchange or quotation system on
which the Common Stock is listed or quoted). Such shareholder approval, if
required, shall be obtained in such a manner and to such a degree as is required
by the applicable law, rule or regulation.
<PAGE>
(c) Effect of Amendment or Termination
----------------------------------
No amendment, alteration, suspension or termination of the
Plan shall impair the rights of any Optionee, unless mutually agreed otherwise
between the Optionee and the Administrator, which agreement must be in writing
and signed by the Optionee and the Company.
14. Conditions Upon Issuance of Shares
----------------------------------
(a) Legal Compliance
----------------
Shares shall not be issued pursuant to the exercise of an
Option unless the exercise of such Option and the issuance and delivery of such
Shares shall comply with all relevant provisions of law including, without
limitation, the Law, the Securities Act of 1933, as amended, the Exchange Act,
the rules and regulations promulgated thereunder, Applicable U.S. Laws and the
requirements of any stock exchange or quotation system upon which the Shares may
then be listed or quoted.
(b) Investment Representations
--------------------------
As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and warrant at the time
of any such exercise that the Shares are being subscribed only for investment
and without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required.
15. Liability of Company
--------------------
(a) Inability to Obtain Authority
-----------------------------
The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue such
Shares as to which such requisite authority shall not have been obtained.
16. Law and Jurisdiction and Language
---------------------------------
This Plan shall be governed by and construed in accordance
with the laws of the Republic of France. The Tribunal de Grande Instance of
Nanterre shall be exclusively competent to determine any claim or dispute
arising in connection herewith.
The Company, the Board and the Optionees recognize that the
Plan has been prepared both in the French and the English language. The French
version is the version that binds the parties; notwithstanding this, the English
version represents an acceptable translation and, consequently, no official
translation will be required for the interpretation of the Plan.
*
* * *
<PAGE>
BUSINESS OBJECTS S.A.
1994 STOCK OPTION GRANT AGREEMENT
Part I
NOTICE OF STOCK OPTION GRANT
[Optionee's Name and Address]
You have been granted an option to subscribe Common Stock of
the Company, subject to the terms and conditions of the 1994 Stock Option Plan
(the Plan) and this Option Agreement, as follows. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in
this Option Agreement.
Grant Number:
------------------
Date of Grant:
------------------
Vesting Commencement Date:
------------------
Exercise Price per Share: FF
----------------
Total Number of Shares Granted:
------------------
Total Exercise Price: FF
----------------
Type of Option:/1/ [Incentive Stock Option]
[Nonstatutory Stock Option]
Term/Expiration Date:
------------------
Vesting Schedule:
- ----------------
This Option may be exercised, in whole or in part, in
accordance with the following schedule:
[Specific vesting schedule to be inserted]
Termination Period:
- ------------------
This Option may be exercised for ninety (90) days after
termination of the Optionee's employment with the Company or the Affiliated
Company as the case may be. Upon the death or Disability of the Optionee, this
Option may be exercised for such longer period as provided in the Plan. Save as
provided in the Plan, in no event shall this Option be exercised later than the
Term/Expiration Date as provided above.
By your signature and the signature of the Company's
representative below, you and the Company agree that this Option is granted
under and governed by the terms and conditions of the Plan and this Option
Agreement. The Optionee has reviewed the Plan and this Option Agreement in their
entirety, has had the opportunity to obtain the advice of counsel prior to
executing this Option Agreement and fully understands all provisions of the Plan
and Option Agreement. The Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions relating to the Plan and Option Agreement. The Optionee further
agrees to notify the Company upon any change in the residence address indicated
below.
The Company and the Optionee recognize that the Plan and this
Agreement have been prepared both in the French and the English language. The
French version is the version that binds the parties, which is to be signed by
the Optionee and returned to the Company;
- --------------------------------------
/1/ For U.S. beneficiaries only.
<PAGE>
notwithstanding this, the English version represents an acceptable translation
and, consequently, no official translation will be required for the
interpretation of this agreement.
OPTIONEE: BUSINESS OBJECTS S.A.
By:
- ---------------------------------- --------------------------------
Signature
Title:
- ---------------------------------- -----------------------------
Print Name
- ----------------------------------
Residence Address
- ----------------------------------
<PAGE>
BUSINESS OBJECTS S.A.
1994 STOCK OPTION GRANT AGREEMENT
Part II
TERMS AND CONDITIONS
1. Grant of Option. The Plan Administrator of the Company hereby grants
---------------
to the Optionee named in the Notice of Grant attached as Part I of this
Agreement (the "Optionee"), an option (the "Option") to subscribe the number of
Shares, as set forth in the Notice of Grant, at the exercise price per Share set
forth in the Notice of Grant (the "Exercise Price"), subject to the terms and
conditions of the 1994 Stock Option Plan, which is incorporated herein by
reference. Subject to Section 13(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of
this Option Agreement, the terms and conditions of the Plan shall prevail.
If designated in the Notice of Grant as an Incentive Stock Option,
this Option is intended to qualify as an Incentive Stock Option under Section
422 of the Code. However, if this Option is intended to be an Incentive Stock
Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d)
it shall be treated as a Non-statutory Stock Option.
2. Exercise of Option
------------------
(a) Right to Exercise. This Option is exercisable during its term in
-----------------
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement. In the event of
Optionee's death, Disability or other termination of Optionee's employment, the
exercisability of the Option is governed by the applicable provisions of the
Plan and this Option Agreement.
(b) Method of Exercise. This Option is exercisable by delivery of an
------------------
exercise notice, in the form attached hereto (the "Exercise Notice"), comprising
a share subscription form (bulletin de souscription) which shall state the
election to exercise the Option, the number of Shares in respect of which the
Option is being exercised (the "Exercised Shares"), and such other
representations and agreements as may be required by the Company pursuant to the
provisions of the Plan. The Exercise Notice shall be signed by the Optionee and
shall be delivered in person or by certified mail to the Company or its
designated representative or by facsimile message to be immediately confirmed by
certified mail to the Company. The Exercise Notice shall be accompanied by
payment of the aggregate Exercise Price as to all Exercised Shares. This Option
shall be deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by such aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with all relevant provisions of law
and the requirements of any stock exchange or quotation service upon which the
Shares are then listed. Assuming such compliance, for income tax purposes the
Exercised Shares shall be considered transferred to the Optionee on the date the
Option is exercised with respect to such Exercised Shares.
Upon the issuance of the Shares, the Optionee shall be entitled to
receive such Shares in the form of American Depositary Shares by completing and
signing the appropriate box of the Exercise Notice attached hereto.
3. Method of Payment. Payment of the aggregate Exercise Price shall be
-----------------
by any of the following, or a combination thereof, at the election of the
Optionee:
<PAGE>
(1) wire transfer;
(2) check;
(3) delivery of a properly executed notice together with such
other documentation as the Administrator and the broker, if
applicable, shall require to effect exercise of the Option and
delivery to the Company of the sale or loan proceeds required
to pay the exercise price; or
(4) any combination of the foregoing methods of payment.
4. Non-Transferability of Option. This Option may not be
-----------------------------
transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of the Optionee only by
the Optionee. The terms of the Plan and this Option Agreement shall be binding
upon the executors, administrators, heirs, successors and assigns of the
Optionee.
5. Terms of Option. Subject as provided in the Plan, this Option
---------------
may be exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option Agreement.
6. Entire Agreement; Governing Law. The Plan is incorporated
-------------------------------
herein by reference. The Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee's interest except by means of a writing signed by the
Company and Optionee. This agreement is governed by the laws of the Republic of
France.
Any claim or dispute arising under the Plan or this Agreement
shall be subject to the exclusive jurisdiction of the Tribunal de Grande
Instance of Nanterre.
<PAGE>
CONSENT OF SPOUSE
(to be signed by residents of
California and other community property states)
The undersigned spouse of Optionee has read and hereby
approves the terms and conditions of the Plan and this Option Agreement. In
consideration of the Company's granting his or her spouse the right to subscribe
Shares as set forth in the Plan and this Option Agreement, the undersigned
hereby agrees to be irrevocably bound by the terms and conditions of the Plan
and this Option Agreement and further agrees that any community property
interest shall be similarly bound. The undersigned hereby appoints the
undersigned's spouse as attorney-in-fact for the undersigned with respect to any
amendment or exercise of rights under the Plan or this Option Agreement.
-----------------------------------
Spouse of Optionee
<PAGE>
BUSINESS OBJECTS S. A.
with a registered capital of French Francs 16,492,297
A Societe Anonyme
Registered office: 1 square Chaptal
92300 Levallois-Perret
France
R. C. S.: Nanterre B 379 821 994
OPTION EXERCISE NOTICE AND SUBSCRIPTION FORM
================================================================================
To: Client Services
AST StockPlan, Inc.
Fax to: (718) 921 8319
Then mail
original to: AST StockPlan, Inc.
40 Wall Street
New York, NY 10005
U.S.A.
Phone: (718) 921 8100
From: (Please print clearly)
- --------------------------------------------------------- --------------------
Name Date
Home Address
- ----------------------------------------- ---------------- --------------------
Home Phone Business Phone Business Fax
================================================================================
<PAGE>
BACKGROUND EXPLANATION
Business Objects, S.A. (the "Company") has previously adopted
three stock option plans: the 1991 Option Plan, the 1993 Option Plan, and the
1994 Option Plan (collectively, the "Plans").
The undersigned is the holder of certain options (the
"Options") to purchase the Company's Ordinary Shares (the "Shares"), nominal
value of one French franc, under the Plans. In connection with each stock
option, the undersigned has entered into a stock option agreement or agreements
dated as of various grant dates (the "Grant Dates").
The Company has previously entered into a Deposit Agreement
dated September 22, 1994 with The Bank of New York, amended and reinstated on
May 8, 1996. Pursuant to this Deposit Agreement, Shares are deposited with
Banque Paribas as custodian for The Bank of New York. The Bank of New York then
issues one American Depositary Share ("ADS") for one Share. These ADSs can be
held in a brokerage account or actual certificates can be issued which are
called American Depositary Receipts ("ADRs").
The ADSs are publicly traded on the Nasdaq National Market
system. Alex. Brown & Sons Incorporated ("Alex. Brown") is a market maker in the
ADSs.
Alex. Brown has agreed with the Company to facilitate the
exercise of Options and sale of ADSs by Company employees.
AST StockPlan, Inc. is a stock administration service which
has been retained by the Company to assist in the administration and monitoring
of stock sales and transfers and the exercise of Options.
# # #
Part 1 of this Option Exercise Notice and Subscription Form relates to
information required by the Company, Alex. Brown and AST StockPlan.
Part 2 of this Option Exercise Notice and Subscription Form relates to
other agreements, authorizations and representations required by U.S. and French
law.
<PAGE>
=============================================================
PART 1
=============================================================
- --------------------------------------------------------------------------------
A. OPTIONS TO BE EXERCISED (purchased):
- --------------------------------------------------------------------------------
I hereby give notice effective as of the date set forth on the
signature page, that I wish to exercise the Option or Options granted to me at
the per share exercise prices set forth below, and to subscribe for such Shares.
<TABLE>
<CAPTION>
Plan Grant # Vested Options Granted Total
('91, '93 Date being Exercised Price per Ordinary Exercise Price
or '94) (Ordinary Shares) Share (in French Francs)
(French Francs)
<S> <C> <C> <C> <C>
- --------- ------------- ------------------- X ------------------- = ----------------------
- --------- ------------- ------------------- X ------------------- = ----------------------
- --------- ------------- ------------------- X ------------------- = ----------------------
- --------- ------------- ------------------- X ------------------- = ----------------------
TOTAL NUMBER OF
OPTIONS EXERCISED:
-------------------
TOTAL # OF ADSs
-------------------
TOTAL EXERCISE PRICE DUE TO BUSINESS OBJECTS:
(in French Francs) ----------------------
</TABLE>
- --------------------------------------------------------------------------------
B. METHOD OF PAYMENT:
- --------------------------------------------------------------------------------
______ Cash Exercise - e.g. International Money Order or Eurocheque or Bank
Wire or Bank Draft or Personal check in French Francs. (Complete
Section C1.) I will be responsible to separately pay all applicable
taxes and fees.
______ Cashless Exercise/Same-Day-Sale. I authorize Alex. Brown & Sons to
pay/loan out of my account to Business Objects the sum of (i) the total
exercise amount listed above /1/, and (ii) all applicable taxes and
fees (Complete Sections C2 and D.)
- --------------------------
/1/ I understand that this amount shall be paid in U.S. dollars and will create
a temporary indebtedness owned by the Company. This temporary indebtedness will
be discharged by the issuance of the subscribed shares.
<PAGE>
- --------------------------------------------------------------------------------
C. EXERCISE (purchase) AND/OR SALE INSTRUCTIONS:
- --------------------------------------------------------------------------------
______ 1. Exercise and Hold - No Sale (Cash Exercise only).
_____ Deliver ADSs to my Alex. Brown account number
______________________ and mail me acknowledgment at mailing
address indicated below.
_____ Register shares in a shareholder account opened in my name
with the Company or its authorized intermediary.
_____ Mail an ADR representing my ADSs to me at the mailing address
indicated below.
______ 2. Exercise and Sell - "Same Day Sale." Sell the number of ADSs
per my verbal orders to Alex. Brown. I understand that I must
------
exercise and sell enough ADSs at the market price equal to the
sum of (i) the aggregate option exercise price in Section A,
and (ii) all applicable taxes and fees. Treat the balance of
the ADSs as follows:
_____ Hold the balance of my ADSs in my Alex. Brown account number
___________________ and mail me acknowledgment at mailing
address indicated below.
_____ Mail the balance of my ADSs as an ADR to me at the mailing
address indicated below.
MAILING ADDRESS:
(Name)
-------------------------------
(Address) -------------------------------
-------------------------------
<PAGE>
- --------------------------------------------------------------------------------
D. USE OF PROCEEDS FROM SALE (to be paid in U.S. $):
- --------------------------------------------------------------------------------
______ Credit my Alex. Brown money market fund account.
______ Mail proceeds from above sale to address listed below. (*)
(a U.S. $ check takes several weeks to clear internationally)
______ Wire proceeds to my bank account using the wire instructions listed
below. (**) (there will be a US $30.00 wire charge)
(*) For Mailing:
(Name)
-----------------------------------
(Address) -----------------------------------
-----------------------------------
(**) For Wiring Proceeds:
(Bank Name)
-----------------------------------
(Bank Address)
-----------------------------------
(Bank Code #)
-----------------------------------
(Bank Account #)
-----------------------------------
<PAGE>
===============================================================
PART 2
===============================================================
- --------------------------------------------------------------------------------
E. ADS DELIVERY NOTICE:
- --------------------------------------------------------------------------------
I elect to have the Shares delivered in the form of American Depositary
Shares and instruct the Company to deposit them with The Bank of New York
pursuant to the Deposit Agreement, unless I have elected to have my Shares
registered in a shareholder account opened in my name with the Company or its
authorized intermediary.
- --------------------------------------------------------------------------------
F. REPRESENTATIONS AND WARRANTIES:
- --------------------------------------------------------------------------------
In connection with the exercise of the Option(s), I hereby represent,
warrant, covenant, acknowledge and agree as follows:
I have received and reviewed the Company's registration
statement on Form S-8 relating to the Plan(s).
I have received, read and understood the Plan(s) and the
Option Agreement(s) and agree to abide by and be bound by their terms and
conditions.
My investment in the Company represented by the Shares is
highly speculative in nature and is subject to a high degree of risk of loss in
whole or in part. The amount of such investment is within my risk capital means
and is not so great in relation to my total financial resources as would
jeopardize my or my family's personal financial needs in the event such
investment is lost in whole or in part.
The Company has made no warranties or representations to me
with respect to the income tax consequences of the transactions contemplated
hereby and I am in no manner relying on the Company or its representatives for
an assessment of such tax consequences. I understand that I may suffer adverse
tax consequences as a result of my subscription or disposition of the Shares. I
have had the opportunity to consult with my tax consultant in connection with
the exercise of the options or disposition of the Shares.
Any sale of ADSs shall be made through my Alex Brown & Sons
account.
I authorize Business Objects to withhold from the sales
proceeds income tax and/or social charges, if any, which I am liable for in
connection with the exercise of the options or the disposition of the Shares. In
the absence of sales proceeds, or in the event sales proceeds are not sufficient
to cover my personal income tax and/or social charges liability, I will
reimburse Business Objects for any and all amounts paid by Business Objects on
my behalf.
<PAGE>
- --------------------------------------------------------------------------------
G. RIGHTS AS SHAREHOLDER:
- --------------------------------------------------------------------------------
Until the issuance (as evidenced by the appropriate entry on the books
of the Company or of an authorized intermediary on behalf of the Company) of the
Shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Shares, notwithstanding the exercise
of the Option. (No adjustment will be made for rights in respect of which the
record date is prior to the issuance date for the Shares, except as provided in
the Plans.)
- --------------------------------------------------------------------------------
H. ENTIRE AGREEMENT; GOVERNING LAW:
- --------------------------------------------------------------------------------
The Plan(s) and Option Agreement(s) are incorporated herein by
reference. This Exercise Notice and Subscription Form, the Plan(s) and the
Option Agreement(s) constitute the entire agreement of the parties with respect
to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and the undersigned with respect to
the subject matter hereof, and may not be modified adversely to the Optionee's
interest except by means of a writing signed by the Company and me. This
agreement is governed by the laws of the Republic of France.
I hereby understand that the instructions contained in this Option
Exercise Notice and Subscription Form are standing until changed in writing. I
also understand that all original forms needed for opening an account must be
received by Alex. Brown & Sons prior to sending out the proceeds.
NOTE: Above signature, please print: "Valid for subscription to ______ /2/
shares"
- ------------------------------------------- ----------------------------
Employee Signature Date
- ------------------------------------------- ----------------------------
Approved by Stock Administration Service Date
- ---------------------------
/2/ Insert total number of options being exercised from page 3.
<PAGE>
Exhibit 5.1
Business Objects S.A.
1 Square Chaptal
92300 Levallois-Perret
December 5, 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 1,000,000 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, registered with the Commercial Registry of Nanterre under N(degree) B
379 821 904 (the "Company"), to be issued upon exercise of the options granted
pursuant to the thirteenth resolution of the extraordinary meeting of the
shareholders of the Company held on June 19, 1997 and to the terms and
conditions of the Company's 1994 Stock Option Plan as amended, we, as French
attorneys, have examined copies of the following documents:
(i) a certified copy of the text of the eleventh and thirteenth
resolutions of the extraordinary meeting of the shareholders of the
Company held on June 19, 1997, relating respectively to:
- the modalities pursuant to which the board of directors shall
determine the subscription price of the Shares to be issued upon
the exercise of the options;
- the authorization granted to the board of directors to grant to the
Chief Executive Officer (President Directeur General), Managing
Directors (Directeurs Generaux) and any Officers or other
persons employed by the Company and its affiliates as defined in
article 208-4 of the law N(degrees) 66-537 of July 24, 1966 (the
"Beneficiaries"), options to purchase or subscribe to the
Shares, thus bringing from 2,000,000 to 3,000,000 the maximum
number of shares which may be issued pursuant to the 1994 Stock
Option Plan as amended;
(ii) a copy of the results of the vote at such meeting established by
Banque Paribas;
(iii) the report presented by the board of directors to the extraordinary
shareholders' meeting held on June 19, 1997 in connection with the
above-mentioned eleventh and thirteenth resolutions;
(iv) the special reports prepared by the statutory auditors of the
Company, dated June 4, 1997, in connection with the above-mentioned
eleventh and thirteenth resolutions;
<PAGE>
Business Objects S.A.
December 5, 1997
Page 2
(v) a copy of the 1994 Stock Option Plan as amended from time to time and
in particular as amended pursuant to the resolutions adopted by the
shareholders of the Company at the extraordinary shareholders meeting
held on June 19, 1997 (the "Amended Plan");
(vi) a certified copy of the up-dated by-laws ("Statuts") of the Company
dated as of April 1, 1997.
In the context of such examination we have assumed:
(a) that the options shall be granted by the board of directors under the
Amended Plan in accordance with the terms and conditions of said
Amended Plan, the shareholders' authorizations referred to in
paragraph (i) above, the Statuts and applicable law;
(b) that the Beneficiaries to the benefit of whom the Shares will be
issued pursuant to the Amended Plan will have validly adhered to the
terms and conditions of the Amended Plan;
(c) that the definitive terms and conditions of the issue of the Shares,
including the issue price, will have been determined by the board of
directors in accordance with the terms of the shareholders'
authorization granted at the meeting of the shareholders of the
Company referred to in paragraph (i) above;
(d) that the meetings of the board of directors, and that the meetings of
the shareholders resolving on questions relating to the Amended Plan
have been or will be (i) validly convened and held, and (ii) duty
recorded in the corporate registries of the Company, and that none of
the resolutions adopted therein have been or will be superseded by
resolutions to the contrary;
(e) the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity with the originals of
all documents submitted to us as copies, and the accuracy of all
statements contained therein;
(f) that the above listed documents, where relevant, have been signed by
persons having all necessary powers to this effect.
Upon the basis of such examination on 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 upon exercise of any of the new
<PAGE>
Business Objects S.A.
December 5, 1997
Page 3
options which the board of directors was authorized to grant pursuant to the
thirteenth resolution of the extraordinary shareholders' meeting held on June
19, 1997, to the extent said Shares are issued in compliance with the Amended
Plan, the Statuts and the then applicable law, and are fully paid up in
accordance with the terms of the Amended Plan, will be validly issued fully paid
up and nonassessable.
We express no opinion as to the 1994 Stock Option Plan or any amendments
thereto, other than as relates to the issue of up to 1,000,000 new ordinary
shares pursuant to the shareholders' authorization referred to in paragraph (i)
above.
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 hereby consent to filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Respectfully submitted,
Remy Bricard
<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 December 5, 1997 pertaining to the 1994 Stock Option Plan
as amended of Business Objects, S.A. 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 5, 1997
