<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 IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1 SQUARE CHAPTAL, LEVALLOIS-PERRET, FRANCE 92300
(Address of Registrant's Principal Executive Offices) (Zip Code)
-------------
STOCK SUBSCRIPTION WARRANTS
(FULL TITLES OF THE PLANS)
-------------
CLIFTON THOMAS WEATHERFORD
CHIEF FINANCIAL OFFICER
BUSINESS OBJECTS AMERICAS
2870 ZANKER ROAD
SAN JOSE, CALIFORNIA 95134
(408) 953-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------
COPY TO:
KENNETH M. SIEGEL, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(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 70,000 96.66FF $1,248,469.00 (2) $369.00
one French franc per share (1)
</TABLE>
(1) American Depository Shares evidenced by American Depository Receipts that
are issuable upon deposit of the Ordinary Shares registered hereby with The
Bank of New York as Depository 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) for the purpose of calculating the
registration fee, based on the actual price at which the Ordinary Shares
issuable pursuant to the Stock Subscription Warrants may be purchased
(FF96.66 per share) converted into U.S. Dollars using the Key Currency
Cross Rate as of October 7, 1998 as quoted in the Wall Street Journal.
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION.
----------------
Omitted pursuant to the instructions and provisions of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
------------------------------------------------------------
Omitted pursuant to the instructions and provisions of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
----------------------------------------
The following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant are
incorporated herein by reference:
1. The Registrant's Annual Report on Form 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 10-Qs), pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities and Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered under this registration
statement have been sold or which deregisters all securities then remaining
unsold hereunder, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
--------------------------
Not applicable.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
---------------------------------------
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Registrant maintains liability insurance for its directors and
principal executive officers, including insurance against liabilities under the
Securities Act of 1933 pursuant to a written agreement with each such director
and officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
------------------------------------
Not applicable.
ITEM 8. INDEX TO EXHIBITS.
------------------
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 Stock Subscription Warrant for Bernard Charles.
4.3 Stock Subscription Warrant for Philippe Claude.
4.4 Stock Subscription Warrant for Albert Eisenstat.
4.5 Stock Subscription Warrant for Arnold Silverman.
4.6 Stock Subscription Warrant for Vincent Worms.
5.1 Opinion of Stibbe, Simont, Monahan, Duhot & Giroux as to the validity
of the Ordinary Shares.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Stibbe, Simont, Monahan, Duhot & Giroux (included in Exhibit
5.1).
24.1 Powers of Attorney (included on signature page).
- --------------
(1) Incorporated by Reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-8 (File No. 333-42059).
(2) Incorporated by Reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8 (File No. 33-96598).
<PAGE>
ITEM 9. UNDERTAKINGS.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
<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 October 8, 1998.
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 October 8, 1998, by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- -------------------------------- ------------------------------- ------------------
<S> <C> <C>
/s/ Bernard Liautaud Chairman, President and October 8, 1988
- -------------------------------- Chief Executive Officer
Bernard Liautaud (Principal Executive Officer)
/s/ Clifton Thomas Weatherford Chief Financial Officer October 8, 1988
- -------------------------------- (Principal Accounting Officer)
Clifton Thomas Weatherford Authorized Representative in
the United States
/s/ Philippe Claude Director October 8, 1988
- --------------------------------
Philippe Claude
/s/ Arnold N. Silverman Director October 8, 1988
- --------------------------------
Arnold N. Silverman
/s/ Albert Eisenstat Director October 8, 1988
- --------------------------------
Albert Eisenstat
</TABLE>
<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 Stock Subscription Warrant for Bernard Charles.
4.3 Stock Subscription Warrant for Philippe Claude.
4.4 Stock Subscription Warrant for Albert Eisenstat.
4.5 Stock Subscription Warrant for Arnold Silverman.
4.6 Stock Subscription Warrant for Vincent Worms.
5.1 Opinion of Stibbe, Simont, Monahan, Duhot & Giroux as to the validity
of the Ordinary Shares.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Stibbe, Simont, Monahan, Duhot & Giroux (included in Exhibit
5.1).
24.1 Powers of Attorney (included on signature page).
- -------------
(1) Incorporated by Reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-8 (File No. 333-42059).
(2) Incorporated by Reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8 (File No. 33-96598).
<PAGE>
EXHIBIT 4.2
BUSINESS OBJECTS SA
STOCK SUBSCRIPTION WARRANT
1. General
-------
THIS CERTIFIES that, for value received, Bernard Charles, or assigns
as further defined hereunder, is entitled to purchase from Business Objects
S.A., a corporation organized under the laws of the Republic of France,
(hereinafter "the Company"), 25,000 Ordinary Shares of the Company, subject to
adjustment in accordance with section 4 hereof, ("the Warrant Shares"), at an
exercise price (the "Warrant Price") of 96.66 French francs per share, subject
to adjustment in accordance with section 4 hereof, and subject to the vesting
provisions of section 2 hereof. These 25,000 Warrant Shares (collectively "the
Warrant") evidence the resolution approved by the shareholders of Business
Objects S.A. at the meeting held on June 18, 1998 at the Company's registered
office.
2. Exercise period and vesting schedule
------------------------------------
(a) To the extent it has then vested pursuant to Section 2(b) below, this
Warrant shall be exercisable in whole or in part by the holder hereof, provided
however that upon termination of the holder's membership on the Board of
Directors of the Company, this Warrant shall remain exercisable for a period of
ninety days, and shall terminate on the 91st day thereafter.
(b) This Warrant may be exercised up to 8,333 shares on or after June 18,
1999, up to 8,333 shares on or after June 18, 2000, and up to the remaining
8,334 shares on or after June 18, 2001.
(c) This Warrant may be exercised in one or several lots, but at the
latest on the earlier of the two following dates : (i) June 18, 2003, or (ii) in
case of termination of the term of office as Director of the Company, within 90
days following such termination date.
3. Exercise of Warrants. The rights represented by this Warrant may be
--------------------
exercised by the holder hereof, in accordance with section 2 hereof, by (i)
notification of exercise by registered mail to the Company together with a share
subscription form (bulletin de souscription) in the form attached hereto, duly
completed and signed by the holder and (ii) full payment of the Warrant Price
for the shares with respect to which the Warrant is exercised. The Warrant Price
may be paid exclusively in French Francs, in cash or by check or wire transfer.
In the event of the exercise of the rights represented by this Warrant,
confirmations or "attestations d'inscription en compte" shall be delivered to
the holder within a reasonable time. The rights represented by this Warrant
shall be deemed exercised on the date on which the Company receives payment of
the Warrant Price and any applicable taxes (which shall be the sole
responsibility of the holder, and not of the Company), irrespective of the date
of delivery of the notification of exercise.
4. Adjustment of Warrant Shares and Warrant Price. The Warrant Shares and
----------------------------------------------
Warrant Price shall be subject to the following adjustments:
(a) In the event that, while the Warrant has not been exercised in
full, the Company should proceed to (i) an issue of securities with
shareholders' preferential rights of subscription, (ii) an increase of the share
capital by incorporation of reserves, profits or issue premiums, (iii) a
distribution of reserves in cash or in portfolio securities, or (iv) an issue of
securities convertible into shares, the rights
<PAGE>
of the holder shall be preserved, in accordance with articles 171 to 174 of
Decree n/o/ 67-236 of March 23, 1967, it being specified that such preservation
of rights shall be made on the basis of the number of shares that such holder
would have been entitled to, had he exercised the vested part of the Warrant,
and only that part, at the date of the accomplishment of the transaction
concerned.
(b) In the event of share capital reduction motivated by losses, the
rights of the holder in respect of the number of shares to subscribe and
purchase upon exercise of this Warrant will be reduced accordingly, as if the
holder had been shareholder as from the date of issue of the Warrant, and as if
the Warrant had been fully vested as of that date.
5. Non transferability of Warrant.
------------------------------
(a) Except as provided in sub-section (b) below, this Warrant and all
rights hereunder may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or laws of descent or
distribution and may be exercised, during the lifetime of the holder, only by
the holder.
(b) The transfer of this Warrant to the holder's Immediate Family shall
be exempt from the provisions of section 5(a), provided however that the
transferee agrees to be bound by and comply with the provisions of this Warrant,
and signs a consent in the form attached hereto. "Immediate Family" as used
herein shall mean the spouse, a direct descendant or ascendant, a brother or a
sister of Bernard Charles.
(c) This certificate is not transferable by endorsement or any other
means and does not constitute evidence of ownership. If and when allowed,
assignment of all or part of this Warrant may only be completed by notifying the
form of assignment attached hereto, duly completed and signed by the holder.
6. Merger. In the event of merger of the Company, the holder of the
------
Warrant will be notified and given the same information as if he were a
shareholder in order to exercise, if he wishes so, his subscription rights.
Moreover, had he not acquired his full rights, the Board of Directors may, in
its sole discretion and as an exception to section 2 hereof, decide to increase
the number of shares for which he will exercise his right, within the limit of
the total number of shares authorized hereunder.
7. Applicable law. This Warrant is subject to the laws of the Republic of
--------------
France.
IN WITNESS WHEREOF, the undersigned has caused this Warrant to be
executed by its duly authorized officer on June 19, 1998.
BUSINESS OBJECTS SA
By : Bernard Liautaud
Chairman of the Board of Directors
<PAGE>
FORM OF SUBSCRIPTION
[to be signed upon exercise of Warrant]
BUSINESS OBJECTS S.A.
Societe anonyme
with a share capital of 16,904,147 francs
Registered office : 1 square Chaptal
92300 Levallois-Perret
R.C.S. Nanterre B 379 821 994
==================
The undersigned, holder of ------ Share Warrants in total, the issue of which
was authorized and approved by the Extraordinary Shareholders Meeting of June
18, 1998, for a price of FF 96.66 per Warrant Share, hereby elects to purchase
thereunder, ----------------------------- Ordinary Shares of FF 1 nominal value
each of BUSINESS OBJECTS S.A., and herewith makes payment of FF -------------.
The undersigned requests that the confirmation for such Ordinary Shares be
issued in the name of and delivered to ------------------- whose address
is --------------------------------------------.
Made on this ---------- day of ----------------,
_______________________
By :
[above signature, please handwrite "Valid for subscription of ---------------
shares")
<PAGE>
FORM OF ASSIGNMENT
[to be signed upon transfer of Warrant]
The undersigned hereby sells, assigns and/or transfers unto ____________,
who qualifies as an Immediate Family member in its capacity as ______________,
the rights represented by the within Warrant to purchase __________ Ordinary
Shares of Business Objects S.A., to which the within Warrant relates.
Made this ----- day of -------------
Signature
Name
Address
Signed in the presence of:
<PAGE>
EXHIBIT 4.3
BUSINESS OBJECTS SA
STOCK SUBSCRIPTION WARRANT
1. General
-------
THIS CERTIFIES that, for value received, Philippe Claude, or assigns as
further defined hereunder, is entitled to purchase from Business Objects S.A., a
corporation organized under the laws of the Republic of France, (hereinafter
"the Company"), 10,000 Ordinary Shares of the Company, subject to adjustment in
accordance with section 4 hereof, ("the Warrant Shares"), at an exercise price
(the "Warrant Price") of 96.66 French francs per share, subject to adjustment in
accordance with section 4 hereof, and subject to the vesting provisions of
section 2 hereof. These 10,000 Warrant Shares (collectively "the Warrant")
evidence the resolution approved by the shareholders of Business Objects S.A. at
the meeting held on June 18, 1998 at the Company's registered office.
2. Exercise period and vesting schedule
------------------------------------
(a) To the extent it has then vested pursuant to Section 2(b) below, this
Warrant shall be exercisable in whole or in part by the holder hereof, provided
however that upon termination of the holder's membership on the Board of
Directors of the Company, this Warrant shall remain exercisable for a period of
ninety days, and shall terminate on the 91st day thereafter.
(b) This Warrant may be exercised up to 5,000 shares on or after June 18,
1999, and up to 5,000 shares on or after June 18, 2000.
(c) This Warrant may be exercised in one or several lots, but at the
latest on the earlier of the two following dates : (i) June 18, 2003, or (ii) in
case of termination of the term of office as Director of the Company, within 90
days following such termination date.
3. Exercise of Warrants. The rights represented by this Warrant may be
--------------------
exercised by the holder hereof, in accordance with section 2 hereof, by (i)
notification of exercise by registered mail to the Company together with a share
subscription form (bulletin de souscription) in the form attached hereto, duly
completed and signed by the holder and (ii) full payment of the Warrant Price
for the shares with respect to which the Warrant is exercised. The Warrant Price
may be paid exclusively in French Francs, in cash or by check or wire transfer.
In the event of the exercise of the rights represented by this Warrant,
confirmations or "attestations d'inscription en compte" shall be delivered to
the holder within a reasonable time. The rights represented by this Warrant
shall be deemed exercised on the date on which the Company receives payment of
the Warrant Price and any applicable taxes (which shall be the sole
responsibility of the holder, and not of the Company), irrespective of the date
of delivery of the notification of exercise.
4. Adjustment of Warrant Shares and Warrant Price. The Warrant Shares and
----------------------------------------------
Warrant Price shall be subject to the following adjustments:
(a) In the event that, while the Warrant has not been exercised in full,
the Company should proceed to (i) an issue of securities with shareholders'
preferential rights of subscription, (ii) an increase of the share capital by
incorporation of reserves, profits or issue premiums, (iii) a distribution of
reserves in cash or in portfolio securities, or (iv) an issue of securities
convertible into shares, the rights
<PAGE>
of the holder shall be preserved, in accordance with articles 171 to 174 of
Decree n/o/ 67-236 of March 23, 1967, it being specified that such preservation
of rights shall be made on the basis of the number of shares that such holder
would have been entitled to, had he exercised the vested part of the Warrant,
and only that part, at the date of the accomplishment of the transaction
concerned.
(b) In the event of share capital reduction motivated by losses, the
rights of the holder in respect of the number of shares to subscribe and
purchase upon exercise of this Warrant will be reduced accordingly, as if the
holder had been shareholder as from the date of issue of the Warrant, and as if
the Warrant had been fully vested as of that date.
5. Non transferability of Warrant.
------------------------------
(a) Except as provided in sub-section (b) below, this Warrant and all
rights hereunder may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or laws of descent or
distribution and may be exercised, during the lifetime of the holder, only by
the holder.
(b) The transfer of this Warrant to the holder's Immediate Family shall
be exempt from the provisions of section 5(a), provided however that the
transferee agrees to be bound by and comply with the provisions of this Warrant,
and signs a consent in the form attached hereto. "Immediate Family" as used
herein shall mean the spouse, a direct descendant or ascendant, a brother or a
sister of Philippe Claude.
(c) This certificate is not transferable by endorsement or any other
means and does not constitute evidence of ownership. If and when allowed,
assignment of all or part of this Warrant may only be completed by notifying the
form of assignment attached hereto, duly completed and signed by the holder.
6. Merger. In the event of merger of the Company, the holder of the
------
Warrant will be notified and given the same information as if he were a
shareholder in order to exercise, if he wishes so, his subscription rights.
Moreover, had he not acquired his full rights, the Board of Directors may, in
its sole discretion and as an exception to section 2 hereof, decide to increase
the number of shares for which he will exercise his right, within the limit of
the total number of shares authorized hereunder.
7. Applicable law. This Warrant is subject to the laws of the Republic of
--------------
France.
IN WITNESS WHEREOF, the undersigned has caused this Warrant to be
executed by its duly authorized officer on June 19, 1998.
BUSINESS OBJECTS SA
By: Bernard Liautaud
Chairman of the Board of Directors
<PAGE>
FORM OF SUBSCRIPTION
[to be signed upon exercise of Warrant]
BUSINESS OBJECTS S.A.
Societe anonyme
with a share capital of 16,904,147 francs
Registered office : 1 square Chaptal
92300 Levallois-Perret
R.C.S. Nanterre B 379 821 994
==================
The undersigned, holder of ------ Share Warrants in total, the issue of which
was authorized and approved by the Extraordinary Shareholders Meeting of June
18, 1998, for a price of FF 96.66 per Warrant Share, hereby elects to purchase
thereunder, ----------------------------- Ordinary Shares of FF 1 nominal value
each of BUSINESS OBJECTS S.A., and herewith makes payment of FF -------------.
The undersigned requests that the confirmation for such Ordinary Shares be
issued in the name of and delivered to ------------------- whose address
is --------------------------------------------.
Made on this ---------- day of ----------------,
_______________________
By :
[above signature, please handwrite "Valid for subscription of ---------------
shares")
<PAGE>
FORM OF ASSIGNMENT
[to be signed upon transfer of Warrant]
The undersigned hereby sells, assigns and/or transfers unto ______________,
who qualifies as an Immediate Family member in its capacity as ______________,
the rights represented by the within Warrant to purchase __________ Ordinary
Shares of Business Objects S.A., to which the within Warrant relates.
Made this ----- day of -------------
Signature
Name
Address
Signed in the presence of:
<PAGE>
EXHIBIT 4.4
BUSINESS OBJECTS SA
STOCK SUBSCRIPTION WARRANT
1. General
-------
THIS CERTIFIES that, for value received, Albert Eisenstat, or assigns as
further defined hereunder, is entitled to purchase from Business Objects S.A., a
corporation organized under the laws of the Republic of France, (hereinafter
"the Company"), 15,000 Ordinary Shares of the Company, subject to adjustment in
accordance with section 4 hereof, ("the Warrant Shares"), at an exercise price
(the "Warrant Price") of 96.66 French francs per share, subject to adjustment
in accordance with section 4 hereof, and subject to the vesting provisions of
section 2 hereof. These 15,000 Warrant Shares (collectively "the Warrant")
evidence the resolution approved by the shareholders of Business Objects S.A. at
the meeting held on June 18, 1998 at the Company's registered office.
2. Exercise period and vesting schedule
------------------------------------
(a) To the extent it has then vested pursuant to Section 2(b) below, this
Warrant shall be exercisable in whole or in part by the holder hereof, provided
however that upon termination of the holder's membership on the Board of
Directors of the Company, this Warrant shall remain exercisable for a period of
ninety days, and shall terminate on the 91st day thereafter.
(b) This Warrant may be exercised up to 5,000 shares on or after June 18,
1999, up to 5,000 shares on or after June 18, 2000, and up to the remaining
5,000 shares on or after June 18, 2001.
(c) This Warrant may be exercised in one or several lots, but at the
latest on the earlier of the two following dates : (i) June 18, 2003, or (ii) in
case of termination of the term of office as Director of the Company, within 90
days following such termination date.
3. Exercise of Warrants. The rights represented by this Warrant may be
--------------------
exercised by the holder hereof, in accordance with section 2 hereof, by (i)
notification of exercise by registered mail to the Company together with a share
subscription form (bulletin de souscription) in the form attached hereto, duly
completed and signed by the holder and (ii) full payment of the Warrant Price
for the shares with respect to which the Warrant is exercised. The Warrant Price
may be paid exclusively in French Francs, in cash or by check or wire transfer.
In the event of the exercise of the rights represented by this Warrant,
confirmations or "attestations d'inscription en compte" shall be delivered to
the holder within a reasonable time. The rights represented by this Warrant
shall be deemed exercised on the date on which the Company receives payment of
the Warrant Price and any applicable taxes (which shall be the sole
responsibility of the holder, and not of the Company), irrespective of the date
of delivery of the notification of exercise.
4. Adjustment of Warrant Shares and Warrant Price. The Warrant Shares and
----------------------------------------------
Warrant Price shall be subject to the following adjustments:
(a) In the event that, while the Warrant has not been exercised in full,
the Company should proceed to (i) an issue of securities with shareholders'
preferential rights of subscription, (ii) an increase of the share capital by
incorporation of reserves, profits or issue premiums, (iii) a distribution of
reserves in cash or in portfolio securities, or (iv) an issue of securities
convertible into shares, the rights
<PAGE>
of the holder shall be preserved, in accordance with articles 171 to 174 of
Decree n/o/ 67-236 of March 23, 1967, it being specified that such preservation
of rights shall be made on the basis of the number of shares that such holder
would have been entitled to, had he exercised the vested part of the Warrant,
and only that part, at the date of the accomplishment of the transaction
concerned.
(b) In the event of share capital reduction motivated by losses, the
rights of the holder in respect of the number of shares to subscribe and
purchase upon exercise of this Warrant will be reduced accordingly, as if the
holder had been shareholder as from the date of issue of the Warrant, and as if
the Warrant had been fully vested as of that date.
5. Non transferability of Warrant.
------------------------------
(a) Except as provided in sub-section (b) below, this Warrant and all
rights hereunder may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or laws of descent or
distribution and may be exercised, during the lifetime of the holder, only by
the holder.
(b) The transfer of this Warrant to the holder's Immediate Family shall
be exempt from the provisions of section 5(a), provided however that the
transferee agrees to be bound by and comply with the provisions of this Warrant,
and signs a consent in the form attached hereto. "Immediate Family" as used
herein shall mean the spouse, a direct descendant or ascendant, a brother or a
sister of Albert Eisenstat.
(c) This certificate is not transferable by endorsement or any other
means and does not constitute evidence of ownership. If and when allowed,
assignment of all or part of this Warrant may only be completed by notifying the
form of assignment attached hereto, duly completed and signed by the holder.
6. Merger. In the event of merger of the Company, the holder of the
------
Warrant will be notified and given the same information as if he were a
shareholder in order to exercise, if he wishes so, his subscription rights.
Moreover, had he not acquired his full rights, the Board of Directors may, in
its sole discretion and as an exception to section 2 hereof, decide to increase
the number of shares for which he will exercise his right, within the limit of
the total number of shares authorized hereunder.
7. Applicable law. This Warrant is subject to the laws of the Republic of
--------------
France.
IN WITNESS WHEREOF, the undersigned has caused this Warrant to be
executed by its duly authorized officer on June 19, 1998.
BUSINESS OBJECTS SA
By : Bernard Liautaud
Chairman of the Board of Directors
<PAGE>
FORM OF SUBSCRIPTION
[to be signed upon exercise of Warrant]
BUSINESS OBJECTS S.A.
Societe anonyme
with a share capital of 16,904,147 francs
Registered office : 1 square Chaptal
92300 Levallois-Perret
R.C.S. Nanterre B 379 821 994
==================
The undersigned, holder of ------ Share Warrants in total, the issue of which
was authorized and approved by the Extraordinary Shareholders Meeting of June
18, 1998, for a price of FF 96.66 per Warrant Share, hereby elects to purchase
thereunder, ----------------------------- Ordinary Shares of FF 1 nominal value
each of BUSINESS OBJECTS S.A., and herewith makes payment of FF --------------.
The undersigned requests that the confirmation for such Ordinary Shares be
issued in the name of and delivered to ------------------- whose address
is --------------------------------------------.
Made on this ---------- day of ----------------,
_______________________
By :
[above signature, please handwrite "Valid for subscription of ---------------
shares")
<PAGE>
FORM OF ASSIGNMENT
[to be signed upon transfer of Warrant]
The undersigned hereby sells, assigns and/or transfers unto ___________,
who qualifies as an Immediate Family member in its capacity as ______________,
the rights represented by the within Warrant to purchase __________ Ordinary
Shares of Business Objects S.A., to which the within Warrant relates.
Made this ----- day of -------------
Signature
Name
Address
Signed in the presence of:
<PAGE>
EXHIBIT 4.5
BUSINESS OBJECTS SA
STOCK SUBSCRIPTION WARRANT
1. General
-------
THIS CERTIFIES that, for value received, Arnold Silverman, or assigns as
further defined hereunder, is entitled to purchase from Business Objects S.A., a
corporation organized under the laws of the Republic of France, (hereinafter
"the Company"), 15,000 Ordinary Shares of the Company, subject to adjustment in
accordance with section 4 hereof, ("the Warrant Shares"), at an exercise price
(the "Warrant Price") of 96.66 French francs per share, subject to adjustment in
accordance with section 4 hereof, and subject to the vesting provisions of
section 2 hereof. These 15,000 Warrant Shares (collectively "the Warrant")
evidence the resolution approved by the shareholders of Business Objects S.A. at
the meeting held on June 18, 1998 at the Company's registered office.
2. Exercise period and vesting schedule
------------------------------------
(a) To the extent it has then vested pursuant to Section 2(b) below, this
Warrant shall be exercisable in whole or in part by the holder hereof, provided
however that upon termination of the holder's membership on the Board of
Directors of the Company, this Warrant shall remain exercisable for a period of
ninety days, and shall terminate on the 91st day thereafter.
(b) This Warrant may be exercised up to 5,000 shares on or after June 18,
1999, up to 5,000 shares on or after June 18, 2000, and up to the remaining
5,000 shares on or after June 18, 2001.
(c) This Warrant may be exercised in one or several lots, but at the
latest on the earlier of the two following dates : (i) June 18, 2003, or (ii) in
case of termination of the term of office as Director of the Company, within 90
days following such termination date.
3. Exercise of Warrants. The rights represented by this Warrant may be
--------------------
exercised by the holder hereof, in accordance with section 2 hereof, by (i)
notification of exercise by registered mail to the Company together with a share
subscription form (bulletin de souscription) in the form attached hereto, duly
completed and signed by the holder and (ii) full payment of the Warrant Price
for the shares with respect to which the Warrant is exercised. The Warrant Price
may be paid exclusively in French Francs, in cash or by check or wire transfer.
In the event of the exercise of the rights represented by this Warrant,
confirmations or "attestations d'inscription en compte" shall be delivered to
the holder within a reasonable time. The rights represented by this Warrant
shall be deemed exercised on the date on which the Company receives payment of
the Warrant Price and any applicable taxes (which shall be the sole
responsibility of the holder, and not of the Company), irrespective of the date
of delivery of the notification of exercise.
4. Adjustment of Warrant Shares and Warrant Price. The Warrant Shares and
----------------------------------------------
Warrant Price shall be subject to the following adjustments:
(a) In the event that, while the Warrant has not been exercised in full,
the Company should proceed to (i) an issue of securities with shareholders'
preferential rights of subscription, (ii) an increase of the share capital by
incorporation of reserves, profits or issue premiums, (iii) a distribution of
reserves in cash or in portfolio securities, or (iv) an issue of securities
convertible into shares, the rights
<PAGE>
of the holder shall be preserved, in accordance with articles 171 to 174 of
Decree n/o/ 67-236 of March 23, 1967, it being specified that such preservation
of rights shall be made on the basis of the number of shares that such holder
would have been entitled to, had he exercised the vested part of the Warrant,
and only that part, at the date of the accomplishment of the transaction
concerned.
(b) In the event of share capital reduction motivated by losses, the
rights of the holder in respect of the number of shares to subscribe and
purchase upon exercise of this Warrant will be reduced accordingly, as if the
holder had been shareholder as from the date of issue of the Warrant, and as if
the Warrant had been fully vested as of that date.
5. Non transferability of Warrant.
------------------------------
(a) Except as provided in sub-section (b) below, this Warrant and all
rights hereunder may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or laws of descent or
distribution and may be exercised, during the lifetime of the holder, only by
the holder.
(b) The transfer of this Warrant to the holder's Immediate Family shall
be exempt from the provisions of section 5(a), provided however that the
transferee agrees to be bound by and comply with the provisions of this Warrant,
and signs a consent in the form attached hereto. "Immediate Family" as used
herein shall mean the spouse, a direct descendant or ascendant, a brother or a
sister of Arnold Silverman.
(c) This certificate is not transferable by endorsement or any other
means and does not constitute evidence of ownership. If and when allowed,
assignment of all or part of this Warrant may only be completed by notifying the
form of assignment attached hereto, duly completed and signed by the holder.
6. Merger. In the event of merger of the Company, the holder of the
------
Warrant will be notified and given the same information as if he were a
shareholder in order to exercise, if he wishes so, his subscription rights.
Moreover, had he not acquired his full rights, the Board of Directors may, in
its sole discretion and as an exception to section 2 hereof, decide to increase
the number of shares for which he will exercise his right, within the limit of
the total number of shares authorized hereunder.
7. Applicable law. This Warrant is subject to the laws of the Republic of
--------------
France.
IN WITNESS WHEREOF, the undersigned has caused this Warrant to be
executed by its duly authorized officer on June 19, 1998.
BUSINESS OBJECTS SA
By : Bernard Liautaud
Chairman of the Board of Directors
<PAGE>
FORM OF SUBSCRIPTION
[to be signed upon exercise of Warrant]
BUSINESS OBJECTS S.A.
Societe anonyme
with a share capital of 16,904,147 francs
Registered office : 1 square Chaptal
92300 Levallois-Perret
R.C.S. Nanterre B 379 821 994
===================
The undersigned, holder of ------ Share Warrants in total, the issue of which
was authorized and approved by the Extraordinary Shareholders Meeting of June
18, 1998, for a price of FF 96.66 per Warrant Share, hereby elects to purchase
thereunder, ----------------------------- Ordinary Shares of FF 1 nominal value
each of BUSINESS OBJECTS S.A., and herewith makes payment of FF -------------.
The undersigned requests that the confirmation for such Ordinary Shares be
issued in the name of and delivered to ------------------- whose address
is --------------------------------------------.
Made on this ---------- day of ----------------,
_______________________
By :
[above signature, please handwrite "Valid for subscription of ---------------
shares")
<PAGE>
FORM OF ASSIGNMENT
[to be signed upon transfer of Warrant]
The undersigned hereby sells, assigns and/or transfers unto _____________,
who qualifies as an Immediate Family member in its capacity as ______________,
the rights represented by the within Warrant to purchase __________ Ordinary
Shares of Business Objects S.A., to which the within Warrant relates.
Made this ----- day of -------------
Signature
Name
Address
Signed in the presence of:
<PAGE>
EXHIBIT 4.6
BUSINESS OBJECTS SA
STOCK SUBSCRIPTION WARRANT
1. General
-------
THIS CERTIFIES that, for value received, Vincent Worms, or assigns as
further defined hereunder, is entitled to purchase from Business Objects S.A., a
corporation organized under the laws of the Republic of France, (hereinafter
"the Company"), 5,000 Ordinary Shares of the Company, subject to adjustment in
accordance with section 4 hereof, ("the Warrant Shares"), at an exercise price
(the "Warrant Price") of 96.66 French francs per share, subject to adjustment in
accordance with section 4 hereof, and subject to the vesting provisions of
section 2 hereof. These 5,000 Warrant Shares (collectively "the Warrant")
evidence the resolution approved by the shareholders of Business Objects S.A. at
the meeting held on June 18, 1998 at the Company's registered office.
2. Exercise period and vesting schedule
------------------------------------
(a) To the extent it has then vested pursuant to Section 2(b) below, this
Warrant shall be exercisable in whole or in part by the holder hereof, provided
however that upon termination of the holder's membership on the Board of
Directors of the Company, this Warrant shall remain exercisable for a period of
ninety days, and shall terminate on the 91st day thereafter.
(b) This Warrant may be fully exercised on or after June 18, 1999.
(c) This Warrant may be exercised in one or several lots, but at the
latest on the earlier of the two following dates : (i) June 18, 2003, or (ii) in
case of termination of the term of office as Director of the Company, within 90
days following such termination date.
3. Exercise of Warrants. The rights represented by this Warrant may be
--------------------
exercised by the holder hereof, in accordance with section 2 hereof, by (i)
notification of exercise by registered mail to the Company together with a share
subscription form (bulletin de souscription) in the form attached hereto, duly
completed and signed by the holder and (ii) full payment of the Warrant Price
for the shares with respect to which the Warrant is exercised. The Warrant Price
may be paid exclusively in French Francs, in cash or by check or wire transfer.
In the event of the exercise of the rights represented by this Warrant,
confirmations or "attestations d'inscription en compte" shall be delivered to
the holder within a reasonable time. The rights represented by this Warrant
shall be deemed exercised on the date on which the Company receives payment of
the Warrant Price and any applicable taxes (which shall be the sole
responsibility of the holder, and not of the Company), irrespective of the date
of delivery of the notification of exercise.
4. Adjustment of Warrant Shares and Warrant Price. The Warrant Shares and
----------------------------------------------
Warrant Price shall be subject to the following adjustments:
(a) In the event that, while the Warrant has not been exercised in full,
the Company should proceed to (i) an issue of securities with shareholders'
preferential rights of subscription, (ii) an increase of the share capital by
incorporation of reserves, profits or issue premiums, (iii) a distribution of
reserves in cash or in portfolio securities, or (iv) an issue of securities
convertible into shares, the rights of the holder shall be preserved, in
accordance with articles 171 to 174 of Decree n/o/ 67-236 of March 23, 1967, it
being specified that such preservation of rights shall be made on the basis of
the number of shares that such holder would have been entitled to, had he
exercised the vested part of the Warrant, and only that part, at the date of the
accomplishment of the transaction concerned.
<PAGE>
(b) In the event of share capital reduction motivated by losses, the
rights of the holder in respect of the number of shares to subscribe and
purchase upon exercise of this Warrant will be reduced accordingly, as if the
holder had been shareholder as from the date of issue of the Warrant, and as if
the Warrant had been fully vested as of that date.
5. Non transferability of Warrant.
------------------------------
(a) Except as provided in sub-section (b) below, this Warrant and all
rights hereunder may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or laws of descent or
distribution and may be exercised, during the lifetime of the holder, only by
the holder.
(b) The transfer of this Warrant to the holder's Immediate Family shall
be exempt from the provisions of section 5(a), provided however that the
transferee agrees to be bound by and comply with the provisions of this Warrant,
and signs a consent in the form attached hereto. "Immediate Family" as used
herein shall mean the spouse, a direct descendant or ascendant, a brother or a
sister of Vincent Worms.
(c) This certificate is not transferable by endorsement or any other
means and does not constitute evidence of ownership. If and when allowed,
assignment of all or part of this Warrant may only be completed by notifying the
form of assignment attached hereto, duly completed and signed by the holder.
6. Merger. In the event of merger of the Company, the holder of the
------
Warrant will be notified and given the same information as if he were a
shareholder in order to exercise, if he wishes so, his subscription rights.
Moreover, had he not acquired his full rights, the Board of Directors may, in
its sole discretion and as an exception to section 2 hereof, decide to increase
the number of shares for which he will exercise his right, within the limit of
the total number of shares authorized hereunder.
7. Applicable law. This Warrant is subject to the laws of the Republic of
--------------
France.
IN WITNESS WHEREOF, the undersigned has caused this Warrant to be
executed by its duly authorized officer on June 19, 1998.
BUSINESS OBJECTS SA
By : Bernard Liautaud
Chairman of the Board of Directors
<PAGE>
FORM OF SUBSCRIPTION
[to be signed upon exercise of Warrant]
BUSINESS OBJECTS S.A.
Societe anonyme
with a share capital of 16,904,147 francs
Registered office : 1 square Chaptal
92300 Levallois-Perret
R.C.S. Nanterre B 379 821 994
==================
The undersigned, holder of ------ Share Warrants in total, the issue of which
was authorized and approved by the Extraordinary Shareholders Meeting of June
18, 1998, for a price of FF 96.66 per Warrant Share, hereby elects to purchase
thereunder, ----------------------------- Ordinary Shares of FF 1 nominal value
each of BUSINESS OBJECTS S.A., and herewith makes payment of FF --------------.
The undersigned requests that the confirmation for such Ordinary Shares be
issued in the name of and delivered to ------------------- whose address
is --------------------------------------------.
Made on this ---------- day of ----------------,
_______________________
By :
[above signature, please handwrite "Valid for subscription of ---------------
shares")
<PAGE>
FORM OF ASSIGNMENT
[to be signed upon transfer of Warrant]
The undersigned hereby sells, assigns and/or transfers unto ______________,
who qualifies as an Immediate Family member in its capacity as ______________,
the rights represented by the within Warrant to purchase __________ Ordinary
Shares of Business Objects S.A., to which the within Warrant relates.
Made this ----- day of -------------
Signature
Name
Address
Signed in the presence of:
<PAGE>
EXHIBIT 5.1
Business Objects S.A.
European Headquarters
1 Square Chaptal
92309 Levallois-Perret
France
September 22, 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 70,000 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 fifteenth resolution of the
meeting of the shareholders of the Company held on June 18, 1998,
(a) deciding inter alia the issue of 25,000 warrants, each warrant
entitling to the subscription of 1 share of FF. 1 nominal value at a
price of FF. 96.66, per share, corresponding to the closing price of
one American Depositary Share of the Company on NASDAQ on June 17,
1998, times the noon buying rate for French Francs as quoted by the
Federal Reserve Bank of New York on such date, including the issuing
premium, and the reservation of the granting of said warrants
without payment to the benefit of Mr. Bernard Charles, (b)
authorizing the increase in share capital by an amount of FF. 25,000
to be fully paid up upon subscription, either in cash or by
compensation, corresponding to the issuance of 25,000 new shares of
FF. 1 nominal value each, to which the exercise of the warrants
entitles, and, accordingly, canceling the preferential subscription
right to the 25,000 new shares to be issued upon exercise of the
warrants and (c) approving the special advantages granted to the
holder consisting in (i) the granting of such warrants without
payment as consideration and (ii) the implementing of a fixed
exercise price of FF. 96.66 per share;
<PAGE>
ii. a certified copy of the results of the vote at such meeting for the
fifteenth resolution established by Banque Paribas;
iii. a certified copy of the text of the sixteenth resolution of the
meeting of the shareholders of the Company held on June 18, 1998,
(a) deciding inter alia the issue of 15,000 warrants, each warrant
entitling to the subscription of 1 share of FF. 1 nominal value at a
price of FF. 96.66, per share, corresponding to the closing price of
one American Depositary Share of the Company on NASDAQ on June 17,
1998, times the noon buying rate for French Francs as quoted by the
Federal Reserve Bank of New York on such date, including the issuing
premium, and the reservation of the granting of said warrants
without payment to the benefit of Mr. Albert Eisenstat, (b)
authorizing the increase in share capital by an amount of FF. 15,000
to be fully paid up upon subscription, either in cash or by
compensation, corresponding to the issuance of 15,000 new shares of
FF. 1 nominal value each, to which the exercise of the warrants
entitles, and, accordingly, canceling the preferential subscription
right to the 15,000 new shares to be issued upon exercise of the
warrants and (c) approving the special advantages granted to the
holder consisting in (i) the granting of such warrants without
payment as consideration and (ii) the implementing of a fixed
exercise price of FF. 96.66 per share;
iv. a certified copy of the results of the vote at such meeting for the
sixteenth resolution established by Banque Paribas;
v. a certified copy of the text of the seventeenth resolution of the
meeting of the shareholders of the Company held on June 18, 1998,
(a) deciding inter alia the issue of 15,000 warrants, each warrant
entitling to the subscription of 1 share of FF. 1 nominal value at a
price of FF. 96.66, per share, corresponding to the closing price of
one American Depositary Share of the Company on NASDAQ on June 17,
1998, times the noon buying rate for French Francs as quoted by the
Federal Reserve Bank of New York on such date, including the issuing
premium, and the reservation of the granting of said warrants
without payment to the benefit of Mr. Arnold Silverman, (b)
authorizing the increase in share capital by an amount of FF. 15,000
to be fully paid up upon subscription, either in cash or by
compensation, corresponding to the issuance of 15,000 new shares of
FF. 1 nominal value each, to which the exercise of the warrants
entitles, and, accordingly, canceling the preferential subscription
right to the 15,000 new shares to be issued upon exercise of the
warrants and (c) approving the special advantages granted to the
holder consisting in (i) the granting of such warrants without
payment as consideration and (ii) the implementing of a fixed
exercise price of FF. 96.66 per share;
<PAGE>
vi. a certified copy of the results of the vote at such meeting for the
seventeenth resolution established by Banque Paribas;
vii. a certified copy of the text of the eighteenth resolution of the
meeting of the shareholders of the Company held on June 18, 1998,
(a) deciding inter alia the issue of 10,000 warrants, each warrant
entitling to the subscription of 1 share of FF. 1 nominal value at a
price of FF. 96.66, per share, corresponding to the closing price of
one American Depositary Share of the Company on NASDAQ on June 17,
1998, times the noon buying rate for French Francs as quoted by the
Federal Reserve Bank of New York on such date, including the issuing
premium, and the reservation of the granting of said warrants
without payment to the benefit of Mr. Philippe Claude, (b)
authorizing the increase in share capital by an amount of FF. 10,000
to be fully paid up upon subscription, either in cash or by
compensation, corresponding to the issuance of 10,000 new shares of
FF. 1 nominal value each, to which the exercise of the warrants
entitles, and, accordingly, canceling the preferential subscription
right to the 10,000 new shares to be issued upon exercise of the
warrants and (c) approving the special advantages granted to the
holder consisting in (i) the granting of such warrants without
payment as consideration and (ii) the implementing of a fixed
exercise price of FF. 96.66 per share;
viii. a certified copy of the results of the vote at such meeting for the
eighteenth resolution established by Banque Paribas;
ix. a certified copy of the text of the nineteenth resolution of the
meeting of the shareholders of the Company held on June 18, 1998,
(a) deciding inter alia the issue of 5,000 warrants, each warrant
entitling to the subscription of 1 share of FF. 1 nominal value at a
price of FF. 96.66, per share, corresponding to the closing price of
one American Depositary Share of the Company on NASDAQ on June 17,
1998, times the noon buying rate for French Francs as quoted by the
Federal Reserve Bank of New York on such date, including the issuing
premium, and the reservation of the granting of said warrants
without payment to the benefit of Mr. Vincent Worms, (b) authorizing
the increase in share capital by an amount of FF. 5,000 to be fully
paid up upon subscription, either in cash or by compensation,
corresponding to the issuance of 5,000 new shares of FF. 1 nominal
value each, to which the exercise of the warrants entitles, and,
accordingly, canceling the preferential subscription right to the
5,000 new shares to be issued upon exercise of the warrants and (c)
approving the special advantages granted to the holder consisting in
(i) the granting of such warrants without payment as consideration
and (ii) the implementing of a fixed exercise price of FF. 96.66 per
share;
<PAGE>
x. a certified copy of the results of the vote at such meeting for the
nineteenth resolution established by Banque Paribas;
xi. the special statutory auditor's report ("rapport du commissaire aux
avantages particuliers")
xii. an "attestation d'inscription en compte" for the warrants held by
each one of Messrs. Charles, Eisenstat, Silverman, Claude and Worms
respectively, established by Banque Paribas
together with such other corporate documents and such questions of law, as we
have considered necessary or appropriate for the purpose of this opinion.
In the context of such examination we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals and the conformity with the originals of all documents submitted to us
as copies.
Upon the basis of such examination and subject to any matter not
disclosed to us by the parties concerned, we advise you that, in our opinion,
any Shares to be issued pursuant to the exercise of the warrants, to the extent
they are:
- issued in compliance with the provisions of the corresponding
resolution of the meeting of the shareholders of the Company held on
June 18, 1998, the Statuts and the then applicable law, and
- fully paid up in accordance with the provisions of the
corresponding resolution of the meeting of the shareholders of the
Company held on June 18, 1998, the Statuts and the then applicable
law,
will be validly issued and fully paid up.
The foregoing opinion is limited to the laws of the Republic of
France, and we are expressing no opinion as to the effect of the laws under any
other jurisdiction.
We have relied as to certain matters on information obtained from
officials of the Company and other sources believed by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/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 Stock Subscription Warrants 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
San Jose, California
October 9, 1998
