<PAGE>
As filed with the Securities and Exchange Commission on October 9, 1998
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
incorporation or organization) Identification No.)
1 SQUARE CHAPTAL, LEVALLOIS-PERRET, FRANCE 92300
(Address of Registrant's Principal Executive Offices) (Zip Code)
---------------------------
1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
FRENCH EMPLOYEE SAVINGS PLAN
(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
(650) 493-9300
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
====================================================================================================================================
<S> <C> <C> <C> <C>
Ordinary Shares, nominal value
one French franc per share (1) 165,000 $6.59 $1,087,350.00(2) $321.00
French Employee Savings Plan 135,000 $6.59 $ 889,650.00(3) $263.00
</TABLE>
- -------------
(1) American Depository Shares evidenced by American Depository Receipts
that are issuable upon deposit of the Ordinary Shares with The Bank of
New York as Depository registered hereby have been registered pursuant
to a separate Registration Statement on Form F-6 (File No. 33-83164).
(2) Estimated in accordance witH Rule 457(h) solely for the purpose of
calculating the registration fee, on the basis of $6.59 per share (85%
of $7.75, which was the average of the bid and ask closing price of the
Registrant's American Depository Shares on October 7, 1998).
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, based on the price at which the
Ordinary Shares issuable pursuant to the French Employee Savings Plan
may be purchased. The estimated purchase price for the Ordinary Shares
to be registered is $6.59 per share (85% of $7.75, the average of the
closing prices of the bid and ask closing price of the Registrant's
American Depository Shares on October 7, 1998).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
- ----------------
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 165,000 shares of the Registrant's Ordinary Shares
to be issued pursuant to the Registrant's 1995 International Employee Stock
Purchase Plan (the "1995 Plan") and 135,000 shares to be issued under the French
Employee Savings Plan (the "Savings Plan"). The Registration Statements on Form
S-8 previously filed with the Securities and Exchange Commission relating to the
1995 Plan (Commission File No. 333-42063) and the Savings Plan (Commission File
No. 333-5672) are 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 10-K for the fiscal year
ended December 31, 1997.
2. The Registrant's Report on Form 10-Q and Form 10-Q/A for the
quarterly period ended March 31, 1998.
3. The Registrant's Report on Form 10-Q for the quarterly period
ended June 30, 1998.
4. 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 6-Ks), pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities and Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered under this registration
statement have been sold or which deregisters all securities then remaining
unsold hereunder, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Registrant maintains liability insurance for its directors and
principal executive officers, including insurance against liabilities under the
Securities Act of 1933 pursuant to a written agreement with each such director
and officer.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. INDEX TO EXHIBITS.
-----------------
Exhibit
Number Description of Document
- ------- ------------------------------------------------------------------------
3.1(1) Statuts or charter of the Registrant (English translation).
4.1(2) 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 1995 International Employee Stock Purchase Plan, amended.
4.3(3) French Employee Savings Plan.
5.1 Opinion of Stibbe, Simont, Monahan, Duhot & Giroux as to the validity of
the Ordinary Shares.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Stibbe, Simont, Monahan, Duhot & Giroux (included in Exhibit
5.1).
24.1 Powers of Attorney (included on signature page).
- --------------
(1) Incorporated by Reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-8 (File No. 333-42063).
(2) Incorporated by Reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8 (File No. 333-5542).
(3) Incorporated by Reference to Exhibit 4.3 to the Registrant's
Registration Statement on Form S-8 (File No. 333-5672).
<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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Paris, France, on October 8, 1998.
BUSINESS OBJECTS S.A.
/s/ Bernard Liautaud,
By: ___________________________________
Bernard Liautaud,
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed on October 8, 1998 by the
following persons in the capacities indicated.
SIGNATURE TITLE DATE
- ------------------------------ ------------------------------ ------------------
/s/ Bernard Liautaud Chairman, President and Chief October 8, 1998
- ------------------------------ Executive Officer (Principal
BERNARD LIAUTAUD Executive Officer)
/s/ Clifton Thomas Weatherford Chief Financial Officer October 8, 1998
- ------------------------------ (Principal Accounting Officer)
CLIFTON THOMAS WEATHERFORD Authorized Representative in
the United States
/s/ Philippe Claude Director October 8, 1998
- ------------------------------
PHILIPPE CLAUDE
/s/ Arnold N. Silverman Director October 8, 1998
- ------------------------------
ARNOLD N. SILVERMAN
/s/ Albert Eisenstat Director October 8, 1998
- ------------------------------
ALBERT EISENSTAT
<PAGE>
Index to Exhibits
-----------------
Exhibit
Number Description of Document
- ------- ------------------------------------------------------------------------
3.1(1) Statuts or charter of the Registrant (English translation).
4.1(2) 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 1995 International Employee Stock Purchase Plan, amended.
4.3(3) French Employee Savings Plan
5.1 Opinion of Stibbe, Simont, Monahan, Duhot & Giroux as to the validity of
the Ordinary Shares.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Stibbe, Simont, Monahan, Duhot & Giroux (included in Exhibit
5.1).
24.1 Powers of Attorney (included on signature page).
- --------------
(1) Incorporated by Reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-8 (File No. 333-42063).
(2) Incorporated by Reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8 (File No. 333-5542).
(3) Incorporated by Reference to Exhibit 4.3 to the Registrant's
Registration Statement on Form S-8 (File No. 333-5672).
<PAGE>
EXHIBIT 4.2
BUSINESS OBJECTS S.A.
1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN,
AS OF JUNE 18, 1998
The following constitute the provisions of the 1995 International Employee
Stock Purchase Plan of Business Objects S.A, as amended pursuant to the
extraordinary general meetings of shareholders of June 13, 1996, June 19, 1997
and June 18, 1998.
1. Purpose. The purpose of the Plan is to provide employees of the Company and
-------
its Designated Subsidiaries with an opportunity to purchase Common Stock of the
Company through accumulated payroll deductions. It is the intention of the
company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of
the Plan, accordingly, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.
2. Definitions.
-----------
(A) "ADR" shall mean an American Depositary Receipt evidencing
---
American Depositary Shares corresponding to shares of Common Stock.
(B) "ADS" shall mean an American Depositary Share corresponding to
---
shares of Common Stock.
(C) "Board" shall mean the Board of Directors of Business Objects S.A.
-----
(D) "Code" shall mean the Internal Revenue Code of 1986, as amended.
----
(E) "Common Stock" shall mean the Common Stock of the Company.
------------
(F) "Company" shall mean Business Objects S.A., a corporation
-------
organized under the laws of the Republic of France.
(G) "Compensation" shall mean all base straight time gross earnings
------------
and sales commissions, exclusive of payments for overtime, shift premium,
incentive compensation, incentive payments, bonuses and other compensation.
(H) "Custodian" shall mean Banque Paribas, or any successor or
---------
successors thereto.
(I) "Depositary" shall mean the Bank of New York, or any successor or
----------
successors thereto.
(J) "Designated Subsidiaries" shall mean the Subsidiaries which have
-----------------------
been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
(K) "Employee" shall mean any individual who is an Employee of the
--------
Company or a Designated Subsidiary for tax purposes. For purposes of the Plan,
the employment relationship shall be treated as continuing intact while the
individual is on sick leave or other leave of absence approved by the Company or
a Designated Subsidiary. Where the period of leave exceeds 90 days and the
individual's right to reemployment is not guaranteed either by statute or by
contract, the employment relationship will be deemed to have terminated on the
91st day of such leave.
(L) "Enrollment Date" shall mean the first day of each Offering
---------------
Period.
(M) "Exercise Date" shall mean the last day of each Offering Period.
-------------
-1-
<PAGE>
(N) "Fair Market Value" means, as of any date, the French franc value
-----------------
of the U.S. dollar value of of one ADS (or such other fraction of an ADS which
corresponds, on the last Trading Day prior to the first day of the Offering
Period, or on the last Trading Day of the Offering Period, to one Share of
Common Stock) calculated with reference to the noon buying rate reported by the
----
Federal Reserve Bank of New York (expressed in francs per $1.00) on the Exercise
Date.
The U.S. $ value of one ADS (or such other appropriate fraction of an
ADS as determined in the immediately preceding paragraph) corresponding to one
Share of Common Stock shall be determined as follows:
(1) If the ADSs 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
ADS shall be the closing price for such ADS (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 ADSs) on the last Trading Day prior to the first day
of the Offering Period, or on the last Trading Day of the Offering Period, as
reported in The Wall Street Journal or such other source as the Board deems
reliable;
(2) If the ADSs 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 ADS shall be the mean between the high bid and low
asked prices for the ADSs on the last Trading Day prior to the first day of the
Offering Period, or on the last Trading Day of the Offering Period, as reported
in The Wall Street Journal or such other source as the Board deems reliable;
(3) In the absence of an established market for the ADSs or the
Common Stock, the Fair Market Value shall be determined in good faith by the
Board.
(O) "Offering Period" shall mean a period of approximately six (6)
---------------
months, commencing on the first Trading Day on or after April 1 and terminating
on the last Trading Day in the period ending the following September 30, or
commencing on the first Trading Day on or after October 1 and terminating on the
last Trading Day in the period ending the following March 31, at the beginning
of which an option may be granted and at the end of which an option may be
exercised pursuant to the Plan. The duration of Offering Periods may be changed
pursuant to Section 4 of this Plan.
(P) "Plan" shall mean this 1995 International Employee Stock Purchase
----
Plan.
(Q) "Purchase Price" shall mean an amount equal to 85% of the Fair
--------------
Market Value of a share of Common Stock on the last Trading Day prior to the
Enrollment Date or to 85% of the Fair Market Value of a share of Common Stock on
the Exercise Date, whichever is lower.
(R) "Reserves" shall mean the maximum number of shares of Common Stock
--------
which have been authorized for issuance under the Plan pursuant to Section 12
hereof.
(S) "Subsidiary" shall mean a corporation, domestic or foreign, of
----------
which not less than 50% of the voting rights are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.
(T) "Trading Day" shall mean a day on which national stock exchanges
-----------
and the National Association of Securities Dealers Automated Quotation (NASDAQ)
System are open for trading.
(U) "Trust" shall mean the trust created by the Business Objects S.A.
-----
Employee Benefits Trust Agreement, attached hereto as Exhibit C.
(V) "Trustee" shall mean the trustee or trustees of the Trust.
-------
-2-
<PAGE>
3. Eligibility.
-----------
(A) Any Employee (as defined in Section 2(k)), who shall be employed
by the Company or a Designated Subsidiary on a given Enrollment Date shall be
eligible to participate in the Plan.
(B) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) to the extent,
immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital stock of the Company and/or hold outstanding options to
purchase such stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of the capital stock of the Company or of
any Subsidiary, or (ii) to the extent his or her rights to purchase stock under
all employee stock purchase plans of the Company and its Subsidiaries would
accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of
stock (determined with reference to the fair market value of the ADSs at the
time such option is granted) for each calendar year in which such option is
outstanding at any time.
4. Offering Periods. The Plan shall be implemented by consecutive
----------------
Offering Periods with a new Offering Period commencing on the first Trading Day
on or after April 1 and October 1 each year, or on such other date as the Board
shall determine, and continuing thereafter until terminated in accordance with
Section 19 hereof. The Board shall have the power to change the duration of
Offering Periods (including the commencement dates thereof) with respect to
future offerings without shareholder approval if such change is announced at
least fifteen (15) days prior to the scheduled beginning of the first Offering
Period to be affected thereafter.
5. Participation.
-------------
(A) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the form
of Exhibit A to this Plan and filing it with the Company's or a Designated
Subsidiary's payroll office prior to the applicable Enrollment Date.
(B) Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last payroll in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10 hereof.
6. Payroll Deductions.
------------------
(A) At the time a participant files his or her subscription agreement,
he or she shall elect to have payroll deductions made on each pay day during the
Offering Period in an amount, together with amounts contributed under the
Company's Plan d'Epargne d'Entreprise (the "Employee Savings Plan"), not to
exceed ten percent (10%) of the Compensation which he or she receives on each
pay day during the Offering Period.
(B) All payroll deductions made for a participant shall be credited to
his or her account under the Plan and will be withheld in whole percentages
only. After the last payday in an Offering Period such payroll deductions shall
be transferred to the Trust as soon as practicable. Funds may be advanced by a
Designated Subsidiary to the Trust, or by the Trust to the Company, as necessary
or convenient under any applicable law or regulation. A participant may not
make any additional payments into his or her account, either with the Company, a
Designated Subsidiary, or the Trust.
(C) A participant may discontinue his or her participation in the Plan
as provided in Section 10 hereof, or may increase or decrease the rate of his or
her payroll deductions during the Offering Period by filing with the Company or
a Designated Subsidiary a new subscription agreement authorizing a change in
payroll deduction rate. The Board or board of directors of a Subsidiary, as the
case may be, may, in its discretion, limit the number of participation rate
changes during any Offering Period. The change in rate shall be effective with
the first full payroll period following five (5) business days after the
Company's or Designated Subsidiary's receipt of the new subscription agreement
unless the Company or Designated Subsidiary elects to process a given change in
participation more quickly. A participant's subscription agreement shall remain
in effect for successive Offering Periods unless terminated as provided in
Section 10 hereof.
-3-
<PAGE>
(D) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's
payroll deductions may be decreased to 0% at such time during any Offering
Period which is scheduled to end during the current calendar year (the "Current
Offering Period") in which the aggregate of all payroll deductions which were
previously used to purchase stock under the Plan in a prior Offering Period
which ended during that calendar year plus all payroll deductions accumulated
with respect to the Current Offering Period equal $21,250. Payroll deductions
shall recommence at the rate provided in such participant's subscription
agreement at the beginning of the first Offering Period which is scheduled to
end in the following calendar year, unless terminated by the participant as
provided in Section 10 hereof.
(E) At the time the option is exercised, in whole or in part, or at
the time some or all of the Company's Common Stock issued under the Plan is
disposed of, the participant must make adequate provision for the Company's or
Designated Subsidiary's federal, state, or other tax withholding obligations, if
any, which arise upon the exercise of the option or the disposition of the
Common Stock. At any time, the Company or Designated Subsidiary may, if
required by the laws of the country of residence of the participant, withhold
from the participant's compensation the amount necessary for the Company or
Designated Subsidiary to meet applicable withholding obligations, including any
withholding required to make available to the Company or Designated Subsidiary
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee.
7. Grant of Option. On the Enrollment Date of each Offering Period, each
---------------
eligible Employee participating in such Offering Period shall be granted an
option to purchase on the Exercise Date of such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company's Common
Stock (in the form of ADSs) determined by dividing such Employee's payroll
deductions accumulated and transferred to the Trust on or prior to such Exercise
Date by the applicable Purchase Price; provided that in no event shall an
Employee be permitted to purchase during each Offering Period more than 5,000
shares of Common Stock, subject to adjustment as provided in Section 18 hereof;
and provided further, that such purchase shall be subject to the limitations set
forth in Sections 3(b) and 12 hereof. Exercise of the option shall occur as
provided in Section 8 hereof, unless the participant has withdrawn pursuant to
Section 10 hereof, and shall expire on the last day of the Offering Period.
8. Exercise of Option. With respect to each Exercise Date, the Company
------------------
shall issue shares of Common Stock to the Trust in accordance with Section 1.3
of the Trust, sufficient to meet its obligations to participating Employees
under the Plan. Unless a participant withdraws from the Plan as provided in
Section 10 hereof, notice of exercise of his or her option shall be deemed to
have been given by the participant and his or her option for the purchase of
shares of Common Stock (in the form of ADSs) shall be exercised automatically by
the Trustee on the Exercise Date, and the maximum number of full shares subject
to such option shall be purchased for such participant by the Trustee at the
applicable Purchase Price with the accumulated payroll deductions in his or her
account with the Trust, and transferred to the Custodian to be deposited by the
Custodian with the Depositary as ADSs; provided, however, no shares shall be
purchased which would result in the Employee receiving a fractional ADS; any
payroll deductions accumulated in a participant's account which are not
sufficient to purchase a full ADS shall be retained in the participant's account
for use in the subsequent Offering Period, subject to earlier withdrawal by the
participant as provided in Section 10 hereof. Any other monies left over in a
participant's account (whether due to withdrawal by the participant from the
Plan pursuant to Section 10, termination of the Plan in accordance with Section
19, or otherwise) after the Exercise Date shall be returned to the participant.
During a participant's lifetime, a participant's option to purchase ADSs
hereunder is exercisable only by him or her.
9. Delivery. As promptly as practicable after each Exercise Date on which
--------
a purchase of shares occurs, the Trustee shall arrange the delivery of ADSs to
the Depositary by the Custodian representing the shares purchased upon exercise
of options by the Trustee for the participating Employees.
10. Withdrawal; Termination of Employment.
-------------------------------------
(A) A participant may withdraw all but not less than all the payroll
deductions credited to his or her account with the Company or Designated
Subsidiary at any time prior to the transfer of funds made pursuant to Section
6(b) by giving written notice to the Company or Designated Subsidiary in the
form of Exhibit B to this Plan. All of the participant's payroll deductions
credited to his or her account will be paid to such participant promptly after
receipt of notice of withdrawal and such participant's option for the Offering
Period will be automatically terminated, and no further payroll deductions for
the purchase of ADSs will be made during the Offering Period. If a participant
withdraws from an Offering Period, payroll deductions will not resume at the
beginning of
-4-
<PAGE>
the succeeding Offering Period unless the participant delivers to the Company or
Designated Subsidiary a new subscription agreement.
(B) Upon a participant's ceasing to be an Employee (as defined in
Section 2(k) hereof) for any reason, he or she will be deemed to have elected to
withdraw from the Plan and the payroll deductions credited to such participant's
account during the Offering Period but not yet used to exercise the option will
be returned to such participant or, in the case of his or her death, to the
person or persons entitled thereto under Section 14 hereof, and such
participant's option will be automatically terminated; provided, however, that
any payroll deductions held by the Trust in an individual account for an
Employee shall be subject to the terms of such Trust. The preceding sentence
notwithstanding, a participant who receives payment in lieu of notice of
termination of employment shall be treated as continuing to be an Employee for
the participant's customary number of hours per week of employment during the
period in which the participant is subject to such payment in lieu of notice.
(C) A participant's withdrawal from an Offering Period will not have
any effect upon his or her eligibility to participate in any similar plan which
may hereafter be adopted by the Company or a Designated Subsidiary or in
succeeding Offering Periods which commence after the termination of the Offering
Period from which the participant withdraws.
11. Interest. No interest shall accrue on the payroll deductions of a
--------
participant in the Plan.
12. Stock.
-----
(A) The maximum number of shares of the Company's Common Stock
authorized for sale under the Plan shall be 218,132 shares, subject to
adjustment upon changes in capitalization of the Company as provided in Section
18 hereof. Capital increases to meet the Company's obligations under the Plan
shall be determined and approved at extraordinary shareholders' meeting to be
held at the same time as the annual shareholders' meetings of the Company, as
necessary.
(B) The Board shall from time to time reserve and issue to the Trust a
number of shares sufficient to meet its obligations under the current Offering
Period of the Plan. If on a given Exercise Date the number of shares with
respect to which options are to be exercised exceeds the number of shares then
available under the Plan, the Company shall distribute all of the shares
remaining available for purchase under the Plan to the Trust, which shall make a
pro rata allocation to the participating Employees.
(C) The participant will have no interest or voting rights in shares
covered by his or her option until such option has been exercised.
(D) ADSs to be delivered to a participant under the Plan will be
registered in the name of the participant or in the name of the participant and
his or her spouse, or in street name to be deposited with a broker.
13. Administration.
--------------
(A) Administrative Body. The Plan shall be administered by the Board
-------------------
(or a committee thereof) or the board of directors of a participating Subsidiary
(or a committee thereof), as the case may be. Such board or committee shall
have full and exclusive discretionary authority to construe, interpret and apply
the terms of the Plan, to determine eligibility and to adjudicate all disputed
claims filed under the Plan with respect to any Employee of such Company or
Subsidiary; provided, however, that any such construction, interpretation,
application, determination and/or adjudication shall be subject to any terms,
constructions, conditions, provisions, interpretations, determinations,
adjudications, or decisions as may be adopted or made by the Board from time to
time. Every finding, decision and determination made by the Board or its
committee shall, to the full extent permitted by law, be final and binding upon
all parties.
(B) Rule 16b-3 Limitations. Notwithstanding the provisions of
----------------------
Subsection (a) of this Section 13, in the event that Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
any successor provision ("Rule 16b-3") provides specific requirements for the
administrators of plans of this type, and Rule 16b-3 or such successor provision
is applicable to the Plan, the Plan shall be administered only by such a body
and in such a manner as shall comply with the applicable requirements
-5-
<PAGE>
of Rule 16b-3. Unless permitted by Rule 16b-3, no discretion concerning
decisions regarding the Plan shall be afforded to any committee or person that
is not "disinterested" as that term is used in Rule 16b-3.
14. Designation of Beneficiary.
--------------------------
(A) A participant, except for a participant who is an Employee of
Business Objects U.K., may file a written designation of a beneficiary who is to
receive any ADSs and cash, if any, from the participant's account under the Plan
in the event of such participant's death subsequent to an Exercise Date on which
the option is exercised but prior to delivery to such participant of such ADSs
and cash. In addition, a participant may file a written designation of a
beneficiary who is to receive any cash from the participant's account under the
Plan in the event of such participant's death prior to exercise of the option.
If a participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.
(B) Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant and
in the absence of a beneficiary validly designated under the Plan who is living
at the time of such participant's death, the Company shall cause such ADSs
and/or cash to be delivered to the executor or administrator of the estate of
the participant, or if no such executor or administrator has been appointed (to
the knowledge of the Company), the Company, in its discretion, may cause such
ADSs and/or cash to be delivered to the spouse or to any one or more dependents
or relatives of the participant, or if no spouse, dependent or relative is known
to the Company, then to such other person as the Company may designate.
15. Transferability. Neither payroll deductions credited to a
---------------
participant's account nor any rights with regard to the exercise of an option or
to receive ADSs under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof.
16. Use of Funds. All payroll deductions received or held by the Company
------------
or Subsidiary under the Plan for its Employees may be used by the Company or
such Subsidiary, as the case may be, for any corporate purpose, and the Company
or Subsidiary shall not be obligated to segregate such payroll deductions.
Notwithstanding the preceding sentence, all payroll deductions transferred to
and held by the Trust shall be used solely by the Trust as specified in the
Trust agreement attached hereto as Exhibit C.
17. Reports. Individual accounts will be maintained for each
-------
participating Employee by the Company or the Designated Subsidiary as well as
the Trust. Statements of account will be given to participating Employees at
least annually, which statements will set forth the amounts of payroll
deductions, the Purchase Price, the number of ADSs purchased and the remaining
cash balance, if any, for the period covered by such statement.
18. Adjustments Upon Changes in Capitalization.
------------------------------------------
(A) Changes in Capitalization. Subject to any required action by the
-------------------------
shareholders of the Company, the Reserves shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of shares of Common Stock effected without receipt of consideration by
the Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration". Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an option.
(B) Dissolution or Liquidation. In the event of the proposed
--------------------------
dissolution or liquidation of the Company, the Offering Period and the Plan will
terminate immediately prior to the consummation of such proposed action and any
and all accumulated payroll deductions will be returned to the participating
Employees in accordance with Section 19(a), unless otherwise provided by the
Board.
-6-
<PAGE>
(C) Merger or Asset Sale. In the event of a proposed sale of all or
--------------------
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each option under the Plan shall be assumed or
an equivalent option shall be substituted by such successor corporation or a
parent or subsidiary of such successor corporation, unless the Board determines,
in the exercise of its sole discretion and in lieu of such assumption or
substitution, to shorten the Offering Period then in progress by setting a new
Exercise Date (the "New Exercise Date") or to cancel each outstanding right to
purchase and refund all sums collected from participants during the Offering
Period then in progress. If the Board shortens the Offering Period then in
progress in lieu of assumption or substitution in the event of a merger or sale
of assets, the Board shall notify each participant in writing, at least ten (10)
business days prior to the New Exercise Date, that the Exercise Date for his
option has been changed to the New Exercise Date and that his option will be
exercised automatically on the New Exercise Date, unless prior to such date he
has withdrawn from the Offering Period as provided in Section 10 hereof. For
purposes of this paragraph, an option granted under the Plan shall be deemed to
be assumed if, following the sale of assets or merger, the option confers the
right to purchase, for each share of option stock subject to the option
immediately prior to the sale of assets or merger, the consideration (whether
stock, cash or other securities or property) received in the sale of assets or
merger by holders of Common Stock for each share of Common Stock held on the
effective date of the transaction (and if such holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding shares of Common Stock); provided, however, that if such
consideration received in the sale of assets or merger was not solely common
stock of the successor corporation or its parent (as defined in Section 424(e)
of the Code), the Board may, with the consent of the successor corporation,
provide for the consideration to be received upon exercise of 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
and the sale of assets or merger.
The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves in the event the Company effects
one or more reorganizations, recapitalization, rights offerings or other
increases or reductions of shares of its outstanding Common Stock, and in the
event of the Company being consolidated with or merged into any other
corporation.
19. Amendment or Termination.
------------------------
(A) The Board, but not the board of directors of a Subsidiary, may at
any time and for any reason terminate or amend the Plan. Except as provided in
Section 18 hereof, no such termination can affect options previously granted,
provided that an Offering Period may be terminated by the Board on any Exercise
Date if the Board determines that the termination of the Plan is in the best
interests of the Company and its shareholders. In the event that an Offering
Period is terminated (or the Plan is terminated during an Offering Period), any
and all accumulated payroll deductions shall be returned to the participating
Employees. Except as provided in Section 18 hereof, no amendment may make any
change in any option theretofore granted which adversely affects the rights of
any participant. To the extent necessary to comply with Rule 16b-3 or under
Section 423 of the Code (or any successor rule or provision or any other
applicable law or regulation), the Company shall obtain shareholder approval in
such a manner and to such a degree as required.
(B) Without shareholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's or Designated Subsidiary's processing of properly completed
withholding elections, establish reasonable waiting and adjustment periods
and/or accounting and crediting procedures to ensure that amounts applied toward
the purchase of Common Stock for each participant properly correspond with
amounts withheld from the participant's Compensation, and establish such other
limitations or procedures as the Board (or its committee) determines in its sole
discretion advisable which are consistent with the Plan.
20. Notices. All notices or other communications by a participant to the
-------
Company or Designated Subsidiary under or in connection with the Plan shall be
deemed to have been duly given when received in the form specified by the
Company or Designated Subsidiary at the location, or by the person, designated
by the Company or Designated Subsidiary for the receipt thereof.
-7-
<PAGE>
21. Conditions Upon Issuance. Neither ADSs nor ADRs shall be issued by
------------------------
the Depositary with respect to an option unless the exercise of such option and
the issuance and delivery of such ADSs or ADRs pursuant thereto, as well as the
issuance of shares from the Company to the Trust and the transfer of shares from
the Trust to the Custodian, shall comply with all applicable provisions of law,
domestic or foreign, including, without limitation, the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, French Law No. 66-537 of July 24, 1966
relating to commercial companies, and the requirements of any stock exchange
upon which the ADSs may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.
As a condition to the exercise of an option, the Company or Trustee may
require the person exercising such option to represent and warrant at the time
of any such exercise that the ADSs are being purchased only for investment and
without any present intention to sell or distribute such ADSs if, in the opinion
of counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.
22. Term of Plan. The Plan shall become effective upon the earlier to
------------
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 19 hereof.
23. Governing Law and Jurisdiction. This Plan shall be governed by and
------------------------------
construed in accordance with the laws of the State of California, except for
that body of law pertaining to conflicts of laws.
-8-
<PAGE>
Exhibit A
---------
BUSINESS OBJECTS S.A.
---------------------
1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
PARTICIPATION AGREEMENT
[U.S. Employees Only]
_____ Original Application Enrollment Date: __________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)
1. _____________________________________ hereby elects to participate in the
Business Objects S.A. 1995 International Employee Stock Purchase Plan (the
"International Employee Stock Purchase Plan") and to purchase ADSs of the
Company in accordance with this Participation Agreement and the
International Employee Stock Purchase Plan.
2. I hereby authorize the Company or any Designated Subsidiary of which I am
an Employee to make payroll deductions from each paycheck in the amount of
____% of my Compensation on each payday (together with amounts contributed
under the Employee Savings Plan, not to exceed 10%) during the Offering
Period in accordance with the International Employee Stock Purchase Plan.
(Please note that only whole percentages are permitted.)
3. I understand that said payroll deductions shall be accumulated for the
purchase of ADSs at the applicable Purchase Price determined in accordance
with the International Employee Stock Purchase Plan. I understand that if
I do not withdraw from an Offering Period, any accumulated payroll
deductions will be used by the Trustee to automatically exercise my option.
4. I have received a copy of the complete "International Employee Stock
Purchase Plan." I understand that my participation in the International
Employee Stock Purchase Plan is in all respects subject to the terms of the
Plan. I understand that the grant of the option by the Company under this
Participation Agreement may be subject to obtaining shareholder approval of
the International Employee Stock Purchase Plan, any Exhibit thereto and/or
any amendment thereto.
5. ADSs purchased for me under the Employee Stock Purchase Plan should be
issued in the name(s) of (Employee or Employee and Spouse Only):
__________________________________________
6. I understand that if I dispose of any ADSs received by me pursuant to the
Plan within 2 years after the Enrollment Date (the first day of the
Offering Period during which I purchased such ADSs), I will be treated for
United States federal income tax purposes (if subject to such taxes) as
having received ordinary income at the time of such disposition in an
amount equal to the excess of the fair market value of the ADSs at the time
such ADSs were purchased by me over the price which I paid for the ADSs. I
-
hereby agree to notify the Company in writing within 30 days after the date
---------------------------------------------------------------------------
of any disposition of ADSs and I will make adequate provision for Federal,
--------------------------------------------------------------------------
state or other tax withholding obligations, if any, which arise upon the
------------------------------------------------------------------------
disposition of the ADSs. The Company or any of its Subsidiaries may, but
-----------------------
will not be obligated to, withhold from my compensation the amount
necessary to meet any applicable withholding obligation including any
withholding necessary to make available to the Company or any of its
Subsidiaries any tax deductions or benefits attributable to sale or early
disposition of ADSs by me. If I dispose of such ADSs at any time after the
expiration of the 2-year holding period, I understand that I will be
treated for United States federal income tax purposes as having received
income only at the time of such disposition, and that such income will be
taxed as ordinary income only to the extent of an amount equal to the
lesser of (1) the
-9-
<PAGE>
excess of the fair market value of the ADSs at the time of such disposition
over the purchase price which I paid for the ADSs, or (2) 15% of the fair
market value of the ADSs on the first day of the Offering Period. The
remainder of the gain, if any, recognized on such disposition will be taxed
as capital gain.
7. I hereby agree to be bound by the terms of the International Employee Stock
Purchase Plan. The effectiveness of this Participation Agreement is
dependent upon my eligibility to participate in the International Employee
Stock Purchase Plan.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and ADSs due me under the Employee
Stock Purchase Plan:
NAME: (Please print) _________________________________________________
(First) (Middle) (Last)
___________________________ _____________________________________
Relationship to Employee (Address)
_____________________________________
(Address)
NAME: (Please print) _________________________________________________
(First) (Middle) (Last)
___________________________ _____________________________________
Relationship to Employee (Address)
_____________________________________
(Address)
Employee's Social
Security Number: _____________________________________
Employee's Address: _____________________________________
_____________________________________
I UNDERSTAND THAT THIS PARTICIPATION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated: ___________________ _____________________________________
Signature of Employee
_____________________________________
Spouse's Signature
(If beneficiary other than spouse)
-10-
<PAGE>
Exhibit A-1
-----------
BUSINESS OBJECTS S.A.
---------------------
1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
PARTICIPATION AGREEMENT
[Non-U.S. Employees]
_____ Original Application Enrollment Date: __________
_____ Change in Payroll Deduction Rate
1. _____________________________________ hereby elects to participate in the
Business Objects S.A. 1995 International Employee Stock Purchase Plan (the
"International Employee Stock Purchase Plan").
2. I hereby authorize the Company or any Designated Subsidiary of which I am
an Employee to make payroll deductions from each paycheck in the amount of
____% of my Compensation on each payday (together with amounts contributed
under the Company's Employee Savings Plan, not to exceed 10%) during the
Offering Period in accordance with the International Employee Stock
Purchase Plan. (Please note that only whole percentages are permitted.)
3. I understand that said payroll deductions shall be accumulated in order to
exercise the option(s) granted to me pursuant to the International Employee
Stock Purchase Plan and to purchase ADSs representing shares of Common
Stock at the applicable Purchase Price determined in accordance with the
International Employee Stock Purchase Plan. I understand that if I do not
elect to withdraw from an Offering Period, any accumulated payroll
deductions will be used by the Trustee to automatically exercise my option.
4. I have received a copy of the complete International Employee Stock
Purchase Plan. I understand that my participation in the International
Employee Stock Purchase Plan is in all respects subject to the terms of the
Plan. I understand that the grant of the option by the Company under this
Participation Agreement may be subject to obtaining shareholder approval of
the International Employee Stock Purchase Plan, any Exhibit thereto and/or
any amendment thereto.
5. ADSs purchased for me under the Employee Stock Purchase Plan should be
issued in the name of (Employee Only): ____________________________________
6. I understand that, notwithstanding any other provision of this
Participation Agreement or the International Employee Stock Purchase Plan:
(A) neither the International Employee Stock Purchase Plan nor this
Participation Agreement shall form any part of any contract of
employment between the Company or any Designated Subsidiary and any
Employees of any such company, and it shall not confer on any
participant any legal or equitable rights (other than those
constituting the Options themselves) against the Company or any
Designated Subsidiary, directly or indirectly, or give rise to any
cause of action in law or in equity against the Company or any
subsidiary;
(B) the benefits to participants under the Plan shall not form any part of
their wages, pay or remuneration or count as wages, pay or
remuneration for pension fund or other purposes;
(C) in no circumstances shall any Employee on ceasing to hold his or her
office or employment by virtue of which he or she is or may be
eligible to participate in the International Employee Stock Purchase
Plan be entitled to any compensation for any loss of any right or
benefit or prospective
-11-
<PAGE>
right or benefit under the Plan, which he might otherwise have
enjoyed, whether such compensation is claimed by way of damages for
wrongful dismissal or other breach of contract or by way of
compensation for loss of office or otherwise."
(D) the Company expressly retains the right to terminate the International
Employee Stock Purchase Plan at any time and that I will have no right
to continue to receive option grants under the International Employee
Stock Purchase Plan in such event.
7. I understand that I may be subject to taxation as a result of my
participation under the International Employee Stock Purchase Plan. I have
consulted any tax advisors in connection with my participation under the
International Employee Stock Purchase Plan that I deem advisable, and have
not relied on the Company for tax advice.
8. I hereby agree to be bound by the terms of the International Employee Stock
Purchase Plan. The effectiveness of this Participation Agreement is
dependent upon my eligibility to participate in the International Employee
Stock Purchase Plan.
I UNDERSTAND THAT THIS PARTICIPATION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Employee's Taxpayer
Identification Number: ___________________________________
Employee's Address: ___________________________________
___________________________________
___________________________________
Dated: ___________________ ___________________________________
Signature of Employee
-12-
<PAGE>
EXHIBIT B
---------
BUSINESS OBJECTS S.A.
---------------------
1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the Business Objects
S.A. 1995 International Employee Stock Purchase Plan which began on
___________ 19____ (the "Enrollment Date") hereby notifies the Company or
Designated Subsidiary that he or she hereby withdraws from the Offering Period.
He or she hereby directs the Company or Designated Subsidiary to pay to the
undersigned as promptly as practicable all the payroll deductions credited to
his or her account with the Company or Designated Subsidiary with respect to
such Offering Period. The undersigned understands and agrees that his or her
Option for such Offering Period will be automatically terminated. The
undersigned understands further that no further payroll deductions will be made
for the purchase of ADSs in the current Offering Period and the undersigned
shall be eligible to participate in succeeding Offering Periods only by
delivering to the Company or Designated Subsidiary a new Participation
Agreement.
Name and Address of Participant:
_______________________________
_______________________________
_______________________________
Signature:
_______________________________
Date: _________________________
-13-
<PAGE>
EXHIBIT 5.1
Business Objects S.A.
European Headquarters
1 Square Chaptal
92309 Levallois-Perret
France
October 2, 1998
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 1,050,000 ordinary
shares (the "Shares"), nominal value one French franc per ordinary share, of
Business Objects S.A., a societe anonyme organized under the laws of the
Republic of France (the "Company"), we, as your French Counsel, have examined
copies of the following documents:
i. a certified copy of the text of the seventeenth resolution of the
meeting of the shareholders of the Company held on June 18, 1998,
relating inter alia to the authorization granted to the board of
directors to grant to the Chief Executive Officers (President
Directeurs Generaux), 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/o/ 66-537 of
July 24, 1966 (the "Beneficiaries"), options to subscribe for the
750,000 shares pursuant to the terms and conditions of the Company's
1994 Stock Option Plan;
ii. a certified copy of the results of the vote at such meeting for the
seventeenth resolution established by Banque Paribas;
iii. a certified copy of the text of the eigteenth resolution of the
meeting of the shareholders of the Company held on June 18, 1998,
deciding inter alia the issue of 135,000 ordinary new shares and
reservation of subscription to said shares to the benefit of the
salaried employees of the Company having adhered or to adhere to the
Savings Plans;
iv. a certified copy of the results of the vote at such meeting for the
eighteenth resolution established by Banque Paribas;
<PAGE>
v. a certified copy of the tenth resolution of the meeting of the
shareholders of the Company held on June 18, 1998 deciding inter
alia the issue of 165,000 ordinary new shares pursuant to the 1995
International Employee Stock Purchase Plan and reservation of
subscription to said shares to the benefit of Business Objects SA
Employee Benefits Trust;
vi. a certified copy of the results of the vote at such meeting for the
tenth resolutions established by Banque Paribas;
vii. the up-dated by-laws ("statuts") of the Company dated as of June 18,
1998 (the "Statuts"),
together with such other corporate documents and such questions of law, as we
have considered necessary or appropriate for the purpose of this opinion.
In the context of such examination we have assumed the genuiness of
all signatures and the authenticity of all documents submitted to us as
originals and the confirmity with the originals of all documents submitted to us
as copies.
Upon the basis of such examination and subject to any matter not
disclosed to us by the parties concerned, we advise you that, in our opinion,
any Shares to be issued upon exercise of any of the option granted under the
1994 Stock Option Plan or pursuant to the implementation of either of 1995
Employee Stock Purchase Plans, to the extent they are issued in compliance with
the provisions of the relevant Plans, the Statuts and the then applicable law,
and are fully paid up in accordance with the provisions of the relevant Plans,
will be validly issued, fully paid up and nonassessable.
The foregoing opinion is limited to the laws of the Republic of
France, and we are expressing no opinion as to the effect of the laws under any
other jurisdiction.
We have relied as to certain matters on information obtained from
officials of the Company and other sources believed by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons the consent of whom is required under Section 7
of the Act.
Very truly yours,
/s/ Olivier Edwards /s/ Patrick Bonvarlet
--------------------------- ----------------------------
Olivier Edwards Patrick Bonvarlet
<PAGE>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1995 International Employee Stock Purchase Plan, As
Amended, and the French Employee Savings Plan of Business Objects, S.A. of our
report dated January 23, 1998, with respect to the consolidated financial
statements and schedule of Business Objects, S.A. included in its Annual Report
(Form 10-K) for the year ended December 31, 1997 filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
New York, New York
October 9, 1998
