<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)
-----------------------
1994 STOCK OPTION PLAN, AS AMENDED
(FULL TITLES OF THE PLANS)
-----------------------
CLIFTON THOMAS WEATHERFORD
CHIEF FINANCIAL OFFICER
BUSINESS OBJECTS AMERICAS
2870 ZANKER ROAD
SAN JOSE, CALIFORNIA 95134
(408) 953-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-----------------------
COPY TO:
KENNETH M. SIEGEL, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(650) 493-9300
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered Per Share(2) Offering Price(2) Fee
====================================================================================================================
<S> <C> <C> <C> <C>
Ordinary Shares, nominal value one French 750,000 $7.75 $5,812,500.00 $1,715.00
franc per share (1)
- --------------------------------------------------------------------------------------------------------------------
</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 $7.75 per share (the
average 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
- ----------------
The Registration Statement on Form S-8 is being filed for the purpose of
registering 750,000 shares of the Registrant's Ordinary Shares to be issued
pursuant to the 1994 Stock Option Plan, as amended. The Registration Statement
on Form S-8 previously filed with the Securities and Exchange Commission
relating to the Plan (Commission File No. 333-42061) is incorporated herein by
reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
----------------------------------------
The following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant are
incorporated herein by reference:
1. The Registrant's Annual Report on Form 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-Q), pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities and Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered under this registration
statement have been sold or which deregisters all securities then remaining
unsold hereunder, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.
-2-
<PAGE>
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 1994 Stock Option Plan, as amended.
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. 333-42061).
(2) Incorporated by Reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8 (File No. 333-5542).
-3-
<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 Chief Executive October 8, 1998
- -------------------------------- Officer (Principal Executive Officer)
Bernard Liautaud
/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 S. Silverman Director October 8, 1998
- --------------------------------
Arnold N. Silverman
/s/ Albert Eisenstat Director October 8, 1998
- --------------------------------
Albert Eisenstat
</TABLE>
-4-
<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 1994 Stock Option Plan, as amended.
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. 333-42061).
(2) Incorporated by Reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8 (File No. 333-5542).
-5-
<PAGE>
EXHIBIT 4.2
BUSINESS OBJECTS S.A.
1994 STOCK OPTION PLAN, AMENDED AS OF JUNE 18, 1998
In accordance with the authorization granted by the extraordinary
shareholders' meeting of August 17, 1994 the board of directors decided on
October 27, 1994 in conformity with the provisions of Articles 208-1 et. seq. of
the law No. 66-537 of July 24, 1966 concerning commercial companies, to adopt a
plan for the grant to Beneficiaries (defined below) of options giving rights to
subscribe shares of the Company. In furtherance of such decision the board of
directors has approved and adopted the Business Objects S.A. 1994 Stock Option
Plan which was approved by the shareholders of the Company on June 21, 1995, and
amended in accordance with the resolutions adopted at the extraordinary general
meetings held on June 13, 1996, June 19, 1997 and June 18, 1998.
The terms and conditions of the Business Objects S.A. 1994 Stock Option
Plan, as amended, are set out below.
1. PURPOSES OF THE PLAN
--------------------
The purposes of this Stock Option Plan are:
- to attract and retain the best available personnel for positions of
substantial responsibility;
- to provide additional incentive to Beneficiaries; and
- to promote the success of the Company's business.
Options granted under the Plan to U.S. Beneficiaries are intended to be
Incentive Stock Options or Non-Statutory Stock Options, as determined by the
Administrator at the time of grant of an Option, and shall comply in all
respects with Applicable U.S. Laws in order that they may benefit from available
fiscal advantages.
2. DEFINITIONS. As used herein, the following definitions shall apply:
-----------
(a) "Share" means a share of the Common Stock, as adjusted from time to time in
-----
accordance with Section 11 of the Plan.
(b) "Director" means a member of the Board.
--------
(c) "ADR" means an American Depositary Receipt evidencing an American
---
Depositary Share corresponding to one Share of Common Stock.
(d) "Shareholder Authorization" means the authorizations given by the
-------------------------
shareholders of the Company in an extraordinary general meeting held on
August 17, 1994, June 13, 1996, June 19, 1997, and June 18, 1998 permitting
the Board to grant Stock Options.
(e) "Optionee" means a Beneficiary who holds at least one outstanding Option.
--------
(f) "Common Stock" means shares of common stock of the Company.
------------
(g) "Code" means the United States Internal Revenue Code of 1986, as amended.
----
(h) "Board" means the board of directors of the Company.
-----
(i) "Option Agreement" means a written agreement between the Company and an
----------------
Optionee evidencing the terms and conditions of an individual Option grant.
The Option Agreement is subject to the terms and conditions of the Plan.
1
<PAGE>
(j) "Notice of Grant" means a written notice evidencing certain terms and
---------------
conditions of an individual Option grant. The Notice of Grant is part of
the Option Agreement.
(k) "Beneficiary" means the Chief Executive Officer (President-Directeur
-----------
General) and Managing directors (Directeurs generaux) and any Officers or
other person employed by the Company or any Affiliated Company. Neither
service as a Director nor payment of a director's fee by the Company or an
Affiliated Company shall be sufficient to constitute "employment" by the
Company or an Affiliated Company.
(l) "U.S. Beneficiary" means a Beneficiary of the Company or an Affiliated
----------------
Company residing in the United States or otherwise subject to United
States' laws and regulations.
(m) "Exchange Act" means the United States Securities Exchange Act of 1934, as
------------
amended.
(n) "Subsidiary" means a "subsidiary corporation", whether now or hereafter
----------
existing, as defined in Section 424(f) of the Code.
(o) "Administrator" means the board of directors of the Company, as shall
-------------
administer the Plan in accordance with Section 4 of the Plan, it being
specified that pursuant to article 11.3 of the by-laws of the Company, any
board member who is eligible to receive Options is prohibited from voting
on decisions to grant Options if such board member is the Beneficiary of
such Options;
(p) "Disability" means total and permanent disability.
----------
(q) "Incentive Stock Option" means an Option granted only to U.S. Beneficiaries
----------------------
and intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated thereunder.
(r) "Law" means French law no. 66-537 dated July 24, 1966 concerning commercial
---
companies.
(s) "Applicable U.S. Laws" means the legal requirements relating to the
--------------------
administration of stock option plans under state corporate and securities
laws and the Code in force in the United States of America.
(t) "Non-statutory Stock Option" means an Option which does not qualify as an
--------------------------
Incentive Stock Option.
(u) "Officer" means a Beneficiary who is an officer of the Company or an
-------
Affiliated Company within the meaning of Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder.
(v) "Option" means a stock option granted pursuant to the Plan.
------
(w) "Plan" means this 1994 Stock Option Plan, as amended.
----
(x) "Option Exchange Program" means a program whereby outstanding Options are
-----------------------
surrendered in exchange for options with a lower exercise price.
(y) "Continuous Status as a Beneficiary" means that the employment relationship
----------------------------------
with the Company or any Affiliated Company is not interrupted or
terminated. Continuous Status as a Beneficiary shall not be considered
interrupted in the case of (i) any leave of absence approved by the Company
or (ii) transfers between locations of the Company or between the Company
or any Affiliated Company, or any successor. A leave of absence approved by
the Company shall include sick leave, military leave, or any other personal
leave. For purposes of U.S. Beneficiaries and Incentive Stock Options, no
such leave may exceed ninety (90) days, unless reemployment upon expiration
of such leave is guaranteed by statute or contract, including Company
policies. If reemployment upon expiration of a leave of absence approved by
the Company is not so guaranteed, on the 91st day of such leave any
Incentive Stock Option held by a U.S.
2
<PAGE>
Beneficiary shall cease to be treated as an Incentive Stock Option and
shall be treated for U.S. tax purposes as a Non-statutory Stock Option.
(z) "Company" means Business Objects S.A., a corporation organized under the
-------
laws of the Republic of France.
(aa) "Affiliated Company" means a company which conforms with the criteria set
------------------
forth in Article 208-4 of the Law as follows:
- companies of which at least one tenth (1/10) of the share capital or
voting rights is held directly or indirectly by the Company;
- companies which own directly or indirectly at least one tenth (1/10)
of the share capital or voting rights of the Company; and
- companies of which at least fifty percent (50%) of the share capital
or voting rights is held directly or indirectly by a company which
owns directly or indirectly at least fifty percent (50%) of the
share capital or voting rights of the Company.
(bb) "Parent" means a "parent corporation", whether now or hereafter existing,
------
as defined in Section 424(e) of the Code.
(cc) "Fair Market Value" means, as of any date, the French franc value of the
-----------------
U.S. $ value of one ADR corresponding to one Share of Common Stock
calculated on the basis of the noon buying rates reported by the Federal
Reserve Bank of New York (expressed in francs per $1.00).
The Fair Market Value shall be determined as follows:
(i) if the ADRs corresponding to Common Stock are listed on any
established stock exchange or a national market system, including
without limitation the Nasdaq National Market of the National
Association of Securities Dealers, Inc. Automated Quotation
("NASDAQ") System, the Fair Market Value of an ADR shall be the
closing sales price for such ADR (or the closing bid, if no sales
were reported) as quoted on such system or exchange (or the
exchange with the greatest volume of trading ADRs) on the last
market trading day prior to the day of determination, as reported
in The Wall Street Journal or such other source as the
Administrator deems reliable;
(ii) if the ADRs corresponding to Common Stock are quoted on the NASDAQ
System (but not on the Nasdaq National Market thereof) or are
regularly quoted by a recognized securities dealer but selling prices
are not reported, the Fair Market Value of an ADR shall be the mean
between the high bid and low asked prices for the ADRs on the last
market trading day prior to the day of determination, as reported in
The Wall Street Journal or such other source as the Administrator
deems reliable;
(iii) in the absence of an established market for the ADRs or the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.
3. STOCK SUBJECT TO THE PLAN
-------------------------
Subject to the provisions of Section 11 of the Plan, the maximum
aggregate number of Shares which may be optioned and issued under the Plan is
3,750,000 Shares.
If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unsubscribed Shares which were
subject thereto shall, unless the Plan shall have been terminated, become
available for future grant under the Plan.
3
<PAGE>
4. ADMINISTRATION OF THE PLAN
--------------------------
(a) Procedure
---------
The Plan shall be administered by the Administrator.
(b) Powers of the Administrator. Subject to the provisions of the Law, the
---------------------------
Shareholder Authorization, the Plan and U.S. Applicable Laws, the Administrator
shall have the authority, in its discretion:
(i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(cc) of the Plan;
(ii) to select the Beneficiaries to whom Options may be granted
hereunder;
(iii) to determine whether and to what extent Options are granted
hereunder;
(iv) to determine the number of Shares of Common Stock to be covered by
each Option granted hereunder;
(v) to approve forms of agreement for use under the Plan;
(vi) to determine the terms and conditions, not inconsistent with the
terms and conditions of the Plan, of any Options granted
hereunder. Such terms and conditions include, but are not limited
to, the exercise price, the time or times when Options may be
exercised (which may be based on performance criteria), any
vesting acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Option or the Shares of
Common Stock relating thereto, based in each case on such factors
as the Administrator, in its sole discretion, shall determine;
(vii) to construe and interpret the terms of the Plan and Options granted
pursuant to the Plan;
(viii) to prescribe, amend and rescind rules and regulations relating to
the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax
treatment under foreign tax laws;
(ix) to modify or amend each Option (subject to Section 13(c) of the
Plan), including the discretionary authority to extend the post-
termination exercisability period of Options longer than is
otherwise provided for in the Plan;
(x) to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Option previously
granted by the Administrator;
(xi) to decide and institute an Option Exchange Program;
(xii) to determine the terms and restrictions applicable to Options; and
(xiii) to make all other determinations deemed necessary or advisable for
administering the Plan.
(c) Effect of Administrator's Decision. The Administrator's decisions,
----------------------------------
determinations and interpretations shall be final and binding on all Optionees.
4
<PAGE>
5. LIMITATIONS
-----------
(a) In the case of U.S. Beneficiaries, each Option shall be designated in
the Notice of Grant either as an Incentive Stock Option or as a Non-Statutory
Stock Option. However, notwithstanding such designation, to the extent that the
aggregate Fair Market Value:
(i) of Shares subject to an Optionee's Incentive Stock Options granted by
the Company or any Affiliated Company, which
(ii) become exercisable for the first time during any calendar year (under
all plans of the Company or any Affiliated Company)
exceeds $100,000, such excess Options shall be treated as Non-statutory Stock
Options. For purposes of this Section 5(a), Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the time of the grant.
(b) Neither the Plan nor any Option shall confer upon an Optionee any
right with respect to continuing the Optionee's employment with the Company or
any Affiliated Company, nor shall they interfere in any way with the
Optionee's right or the Company's or Affiliated Company's right, as the case
may be, to terminate such employment at any time, with or without cause.
(c) The following limitations shall apply to grants of Options to
Beneficiaries:
(i) No Beneficiary shall be granted, in any fiscal year of the Company,
Options to subscribe or purchase more than 150,000 Shares.
(ii) Notwithstanding the foregoing, the Company may also make additional
grants of up to 300,000 Shares to newly-hired Beneficiaries.
(iii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as
described in Section 11.
(d) Other than as expressly provided hereunder, including Section 2 (a)(i)
above, no member of the Board of Directors shall be eligible to receive an
Option under the Plan.
6. TERM OF PLAN
------------
The Plan is effective and Options may be granted as of October 27, 1994,
the date of the Plan's adoption by the Board. It shall continue in effect for a
term of five (5) years unless terminated earlier under Section 13 of the Plan,
so that Options may be granted hereunder until August 16, 1999.
7. TERM OF OPTION
--------------
The term of each Option shall be stated in the Notice of Grant, as ten
(10) years from the date of grant in accordance with the Shareholder
Authorization. Notwithstanding the foregoing, Options granted to Beneficiaries
of the United Kingdom subsidiary of the Company or Beneficiaries who are
otherwise residents of the United Kingdom or who are subject to the laws of
the United Kingdom shall have a term of seven (7) years less one day from the
date of grant.
5
<PAGE>
8. OPTION EXERCISE PRICE AND CONSIDERATION
---------------------------------------
(a) Exercise Price
--------------
The per Share exercise price for the Shares to be issued pursuant to
exercise of an Incentive Stock Option or a Non-statutory Stock Option shall be
determined by the Administrator subject to the following:
(A) In the case of an Option granted to a U.S. Beneficiary who, at
the time the Option is granted, owns stock representing more than ten percent
(10%) of the voting rights of all classes of stock of the Company or any
Parent or Subsidiary, to the extent such U.S. Beneficiary is permitted by the
Law to receive Option grants, the per Share exercise price shall be no less
than 110% of the Fair Market Value per Share.
(B) In the case of an Option granted to any Beneficiary other than
a U.S. Beneficiary described in paragraph (A) immediately above, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share.
(b) Waiting Period and Exercise Dates
---------------------------------
At the time an Option is granted, the Administrator shall fix the
period within which the Option may be exercised and shall determine any
conditions which must be satisfied before the Option may be exercised. In so
doing, the Administrator may specify that an Option may not be exercised until
the completion of a service period.
(c) Form of Consideration
---------------------
The consideration to be paid for the Shares to be issued upon
exercise of Options, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and shall consist entirely of an amount in
French francs corresponding to the exercise price which may be paid either by:
(1) wire transfer;
(2) check;
(3) delivery of a properly executed notice together with such other
documentation as the Administrator and the broker, if applicable,
shall require to effect exercise of the Option and delivery to the
Company of the sale or loan proceeds required to pay the exercise
price; or
(4) any combination of the foregoing methods of payment.
9. EXERCISE OF OPTION
------------------
(a) Procedure for Exercise; Rights as a Shareholder
------------------------------------------------
Any Option granted hereunder shall be exercisable according to the
terms of the Plan and at such times and under such conditions as determined by
the Administrator and set forth in the Option Agreement.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed exercised when the Company receives: (i)
written notice of exercise (in accordance with the Option Agreement) together
with a share subscription form (bulletin de souscription) from the person
entitled to exercise the Option, and (ii) full payment for the Shares with
respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse.
6
<PAGE>
Upon exercise of any Option in accordance herewith, the Shares
issued to the Optionee shall be assimilated with all other Shares of the
Company and shall be entitled to dividends for the fiscal year in course
during which the Option is exercised.
Granting of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available for purposes of the Plan, by
the number of Shares as to which the Option is outstanding.
(b) Termination of Employment
-------------------------
Upon termination of an Optionee's Continuous Status as a
Beneficiary, other than upon the Optionee's death or Disability, the Optionee
may exercise his or her Option, but only within such period of time as is
specified in the Notice of Grant, and only to the extent that the Optionee was
entitled to exercise it at the date of termination (but in no event later than
the expiration of the term of such Option as set forth in the Notice of
Grant). In the absence of a specified time in the Notice of Grant, the Option
shall remain exercisable for ninety (90) days following the Optionee's
termination of Continuous Status as a Beneficiary. In the case of an Incentive
Stock Option, such period of time shall not exceed ninety (90) days from the
date of termination. If, at the date of termination, the Optionee is not
entitled to exercise his or her entire Option, the Shares covered by the
unexercisable portion of the Option shall revert to the Plan. If, after
termination, the Optionee does not exercise his or her Option within the time
specified by the Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
(c) Disability of Optionee
----------------------
In the event that an Optionee's Continuous Status as a Beneficiary
terminates as a result of the Optionee's Disability, the Optionee may exercise
his or her Option at any time within twelve (12) months from the date of such
termination, but only to the extent that the Optionee was entitled to exercise
it at the date of such termination (but in no event later than the expiration
of the term of such Option as set forth in the Notice of Grant). If, at the
date of termination, the Optionee is not entitled to exercise his or her
entire Option, the Shares covered by the unexercised portion of the Option
shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
(d) Death of Optionee
-----------------
In the event of the death of an Optionee during the term of the
Option, the Option may be exercised at any time within twelve (12) months
following the date of death, by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only
to the extent that the Optionee was entitled to exercise the Option at the
date of death. If, at the time of death, the Optionee was not entitled to
exercise his or her entire Option, the Shares covered by the unexercised
portion of the Option shall immediately revert to the Plan. If, after death,
the Optionee's estate or a person who acquired the right to exercise the
Option by bequest or inheritance does not exercise the Option within the time
specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.
10. NON-TRANSFERABILITY OF OPTIONS
------------------------------
An Option may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.
11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR ASSET
------------------------------------------------------------------------
SALE
----
(a) Changes in capitalization
-------------------------
7
<PAGE>
In the event of the carrying out by the Company of any of the
financial operations pursuant to Article 208-5 of the Law as follows:
- issuance of shares to be subscribed for in cash or by set-off of
existing indebtedness offered exclusively to the shareholders;
- capitalization of reserves, profits, issuance premiums or the
distribution of free shares;
- issuance of bonds convertible or exchangeable into shares offered
exclusively to shareholders;
- distribution of reserves in cash or portfolio securities; and
- capital reduction motivated by losses;
the Administrator shall, in accordance with the conditions provided for in
Articles 174-8 et seq. of the decree n/0/ 67-236 of March 23, 1967 concerning
commercial companies, effect an adjustment of the number and the price of the
Shares subject to Option grants.
(b) Dissolution or Liquidation
--------------------------
In the event of the proposed dissolution or liquidation of the
Company, to the extent that an Option has not been previously exercised, it
will terminate immediately prior to the consummation of such proposed action.
The Administrator may, in the exercise of its sole discretion in such
instances, declare that any Option shall terminate as of a date fixed by the
Administrator and give each Optionee the right to exercise his or her Option
as to which the Option would not otherwise be exercisable.
(c) Merger or Asset Sale
--------------------
In the event of a merger of the Company with or into another
corporation, or the sale of substantially all of the assets of the Company,
each outstanding Option shall be assumed or an equivalent option or right
shall be substituted by the successor corporation or an affiliated company of
the successor corporation. The Administrator may, in lieu of such assumption
or substitution, provide for the Optionee the right to exercise the Option as
to the corresponding Shares as to which it would not otherwise be exercisable.
If the Administrator makes an Option exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Administrator
shall notify the Optionee that the Option shall be fully exercisable for a
period of fifteen (15) days from the date of such notice, and the Option will
terminate upon the expiration of such period. For the purposes of this
paragraph, the Option shall be considered assumed if, following the merger or
sale of assets, the Option or right confers the right to purchase, for each
Share of Optioned Stock subject to the Option immediately prior to the merger
or sale of assets, the consideration (whether stock, cash, or other securities
or property) received in the merger or sale of assets by holders of Common
Stock for each Share held on the effective date of the transaction (and if
holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the merger or sale of assets
was not solely common stock of the successor corporation, or its Parent, the
Administrator may, with the consent of the successor corporation, provide for
the consideration to be received upon the exercise of the Option for each
Share of Option Stock subject to the Option, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per
share consideration received by holders of Common Stock in the merger or sale
of assets.
12. DATE OF GRANT
-------------
The date of grant of an Option shall be, for all purposes, the date on
which the Administrator makes the determination granting such Option, or such
other later date as is determined by the Administrator. Notice of the
determination shall be provided to each Optionee within a reasonable time after
the date of such grant.
8
<PAGE>
13. AMENDMENT AND TERMINATION OF THE PLAN
-------------------------------------
(a) Amendment and Termination
-------------------------
The Administrator may at any time amend, alter, suspend or terminate
the Plan.
(b) Shareholder Approval
--------------------
The Company shall obtain shareholder approval of any Plan amendment
to the extent necessary and desirable to comply with Section 422 of the Code
(or any successor rule or statute or other applicable law, rule or regulation,
including the requirements of any exchange or quotation system on which the
Common Stock is listed or quoted). Such shareholder approval, if required,
shall be obtained in such a manner and to such a degree as is required by the
applicable law, rule or regulation.
(c) Effect of Amendment or Termination
----------------------------------
No amendment, alteration, suspension or termination of the Plan shall
impair the rights of any Optionee, unless mutually agreed otherwise between the
Optionee and the Administrator, which agreement must be in writing and signed by
the Optionee and the Company.
14. CONDITIONS UPON ISSUANCE OF SHARES
----------------------------------
(a) Legal Compliance
----------------
Shares shall not be issued pursuant to the exercise of an Option
unless the exercise of such Option and the issuance and delivery of such
Shares shall comply with all relevant provisions of law including, without
limitation, the Law, the Securities Act of 1933, as amended, the Exchange Act,
the rules and regulations promulgated thereunder, Applicable U.S. Laws and the
requirements of any stock exchange or quotation system upon which the Shares
may then be listed or quoted.
(b) Investment Representations
--------------------------
As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of any
such exercise that the Shares are being subscribed only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required.
15. LIABILITY OF COMPANY
--------------------
(a) Inability to Obtain Authority
-----------------------------
The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel
to be necessary to the lawful issuance of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue such Shares as
to which such requisite authority shall not have been obtained.
16. LAW AND JURISDICTION AND LANGUAGE
---------------------------------
This Plan shall be governed by and construed in accordance with the
laws of the Republic of France. The Tribunal de Grande Instance of Nanterre
shall be exclusively competent to determine any claim or dispute arising in
connection herewith.
The Company, the Board and the Optionees recognize that the Plan has
been prepared both in the French and the English language. The French version
is the version that binds the parties; notwithstanding this, the
9
<PAGE>
English version represents an acceptable translation and, consequently, no
official translation will be required for the interpretation of the Plan.
*
* * *
10
<PAGE>
BUSINESS OBJECTS S.A.
1994 STOCK OPTION GRANT AGREEMENT
PART I
NOTICE OF STOCK OPTION GRANT
[Optionee's Name and Address]
You have been granted an option to subscribe Common Stock of the
Company, subject to the terms and conditions of the 1994 Stock Option Plan
(the Plan) and this Option Agreement, as follows. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in
this Option Agreement.
Grant Number: __________________
Date of Grant: __________________
Vesting Commencement Date: __________________
Exercise Price per Share: FF _______________
Total Number of Shares Granted: __________________
Total Exercise Price: FF _______________
Type of Option:/1/ [Incentive Stock Option]
[Nonstatutory Stock Option]
Term/Expiration Date: __________________
Vesting Schedule:
- ----------------
This Option may be exercised, in whole or in part, in accordance
with the following schedule:
[Specific vesting schedule to be inserted]
Termination Period:
- ------------------
This Option may be exercised for ninety (90) days after termination of
the Optionee's employment with the Company or the Affiliated Company as the case
may be. Upon the death or Disability of the Optionee, this Option may be
exercised for such longer period as provided in the Plan. Save as provided in
the Plan, in no event shall this Option be exercised later than the
Term/Expiration Date as provided above.
By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement. You have
reviewed the Plan and this Option Agreement in their entirety, had the
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understand all provisions of the Plan and Option Agreement.
You hereby agree to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions relating to the Plan and
Option Agreement. You further agree to notify the Company upon any change in the
residence address indicated above. You acknowledge and agree that this Option
and its vesting schedule does not constitute an express or implied promise of
continued employment and shall not interfere in any way with your right or the
Company's right to terminate your employment at any time.
_________________________
/1/ For U.S. beneficiaries only.
<PAGE>
The Company and the Optionee recognize that the Plan and this
Agreement have been prepared both in the French and the English language. The
French version is the version that binds the parties, which is to be signed by
the Optionee and returned to the Company; notwithstanding this, the English
version represents an acceptable translation and, consequently, no official
translation will be required for the interpretation of this agreement.
OPTIONEE: BUSINESS OBJECTS S.A.
__________________________ By:_______________________
Signature
__________________________ Title:______________________
Print Name
__________________________
Residence Address
__________________________
<PAGE>
BUSINESS OBJECTS S.A.
1994 STOCK OPTION GRANT AGREEMENT
PART II
TERMS AND CONDITIONS
1. Grant of Option. The Plan Administrator of the Company hereby grants
---------------
to the Optionee named in the Notice of Grant attached as Part I of this
Agreement (the "Optionee"), an option (the "Option") to subscribe the number
of Shares, as set forth in the Notice of Grant, at the exercise price per
Share set forth in the Notice of Grant (the "Exercise Price"), subject to the
terms and conditions of the 1994 Stock Option Plan, which is incorporated
herein by reference. Subject to Section 13(c) of the Plan, in the event of a
conflict between the terms and conditions of the Plan and the terms and
conditions of this Option Agreement, the terms and conditions of the Plan
shall prevail.
If designated in the Notice of Grant as an Incentive Stock Option,
this Option is intended to qualify as an Incentive Stock Option under Section
422 of the Code. However, if this Option is intended to be an Incentive Stock
Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d)
it shall be treated as a Non-statutory Stock Option.
2. Exercise of Option
------------------
(a) Right to Exercise. This Option is exercisable during its term in
-----------------
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement. In the event of
Optionee's death, Disability or other termination of Optionee's employment, the
exercisability of the Option is governed by the applicable provisions of the
Plan and this Option Agreement.
(b) Method of Exercise. This Option is exercisable by delivery of an
------------------
exercise notice, in the form attached hereto (the "Exercise Notice"), comprising
a share subscription form (bulletin de souscription) which shall state the
election to exercise the Option, the number of Shares in respect of which the
Option is being exercised (the "Exercised Shares"), and such other
representations and agreements as may be required by the Company pursuant to the
provisions of the Plan. The Exercise Notice shall be signed by the Optionee and
shall be delivered in person or by certified mail to the Company or its
designated representative or by facsimile message to be immediately confirmed by
certified mail to the Company. The Exercise Notice shall be accompanied by
payment of the aggregate Exercise Price as to all Exercised Shares. This Option
shall be deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by such aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with all relevant provisions of law
and the requirements of any stock exchange or quotation service upon which the
Shares are then listed. Assuming such compliance, for income tax purposes the
Exercised Shares shall be considered transferred to the Optionee on the date the
Option is exercised with respect to such Exercised Shares.
Upon the issuance of the Shares, the Optionee shall be entitled to
receive such Shares in the form of American Depositary Shares by completing and
signing the appropriate box of the Exercise Notice attached hereto.
3. Method of Payment. Payment of the aggregate Exercise Price shall be
-----------------
by any of the following, or a combination thereof, at the election of the
Optionee :
(1) wire transfer;
(2) check;
<PAGE>
(3) delivery of a properly executed notice together with such
other documentation as the Administrator and the broker, if
applicable, shall require to effect exercise of the Option
and delivery to the Company of the sale or loan proceeds
required to pay the exercise price; or
(4) any combination of the foregoing methods of payment.
4. Non-Transferability of Option. This Option may not be transferred in
-----------------------------
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of the Optionee only by the Optionee. The
terms of the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
5. Terms of Option. Subject as provided in the Plan, this Option may be
---------------
exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option Agreement.
6. Entire Agreement; Governing Law. The Plan is incorporated herein by
-------------------------------
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the laws of the Republic of France.
Any claim or dispute arising under the Plan or this Agreement shall be
subject to the exclusive jurisdiction of the Tribunal de Grande Instance of
Nanterre.
<PAGE>
CONSENT OF SPOUSE
(TO BE SIGNED BY RESIDENTS OF
CALIFORNIA AND OTHER COMMUNITY PROPERTY STATES)
The undersigned spouse of Optionee has read and hereby approves the
terms and conditions of the Plan and this Option Agreement. In consideration of
the Company's granting his or her spouse the right to subscribe Shares as set
forth in the Plan and this Option Agreement, the undersigned hereby agrees to be
irrevocably bound by the terms and conditions of the Plan and this Option
Agreement and further agrees that any community property interest shall be
similarly bound. The undersigned hereby appoints the undersigned's spouse as
attorney-in-fact for the undersigned with respect to any amendment or exercise
of rights under the Plan or this Option Agreement.
___________________________________
Spouse of Optionee
<PAGE>
BUSINESS OBJECTS S. A.
with a registered capital of French Francs 16,904,147
A Societe Anonyme
Registered office: 1 square Chaptal
92300 Levallois-Perret
France
R. C. S.: Nanterre B 379 821 994
OPTION EXERCISE NOTICE AND SUBSCRIPTION FORM
<TABLE>
<CAPTION>
=======================================================================================================================
To: Client Services
AST StockPlan, Inc.
Fax to: (212) 659 2319
Then mail
original to: AST StockPlan, Inc.
250 Broadway, 14th Floor, New York,
NY 10007
U.S.A.
<S> <C> <C>
Phone: (212) 659 2200 or (888) 980 6456
(1) (212) 659 2319
From: (Please print clearly)
__________________________________________________________________________________ _________________________
Name Date
Home Address
____________________________________________________________ ____________________ _________________________
Home Phone Business Phone Business Fax
=======================================================================================================================
</TABLE>
<PAGE>
BACKGROUND EXPLANATION
Business Objects, S.A. (the "Company") has previously adopted three
stock option plans: the 1991 Option Plan, the 1993 Option Plan, and the 1994
Option Plan (collectively, the "Plans").
The undersigned is the holder of certain options (the "Options") to
purchase the Company's Ordinary Shares (the "Shares"), nominal value of one
French franc, under the Plans. In connection with each stock option, the
undersigned has entered into a stock option agreement or agreements dated as of
various grant dates (the "Grant Dates").
The Company has previously entered into a Deposit Agreement dated
September 22, 1994 with The Bank of New York, amended and reinstated on May 8,
1996. Pursuant to this Deposit Agreement, Shares are deposited with Banque
Paribas as custodian for The Bank of New York. The Bank of New York then issues
one American Depositary Share ("ADS") for one Share. These ADSs can be held in a
brokerage account or actual certificates can be issued which are called American
Depositary Receipts ("ADRs").
The ADSs are publicly traded on the Nasdaq National Market system.
Alex. Brown & Sons Incorporated ("Alex. Brown") is a market maker in the ADSs.
Alex. Brown has agreed with the Company to facilitate the exercise of
Options and sale of ADSs by Company employees.
AST StockPlan, Inc. is a stock administration service which has been
retained by the Company to assist in the administration and monitoring of stock
sales and transfers and the exercise of Options.
# # #
Part 1 of this Option Exercise Notice and Subscription Form relates to
information required by the Company, Alex. Brown and AST StockPlan.
Part 2 of this Option Exercise Notice and Subscription Form relates to
other agreements, authorizations and representations required by U.S. and French
law.
<PAGE>
================================================================================
PART I
================================================================================
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
A. OPTIONS TO BE EXERCISED (purchased):
- -------------------------------------------------------------------------------------------------------------------
I hereby give notice effective as of the date set forth on the signature page, that I wish to exercise the Option or Options
granted to me at the per share exercise prices set forth below, and to subscribe for such Shares.
Plan Grant # Vested Options Granted Total
('91, '93 Date being Exercised Price per Ordinary Exercise Price
or '94) (Ordinary Shares) Share (in French Francs)
(French Francs)
<S> <C> <C> <C> <C> <C> <C>
_________ ______________ _________________ X ___________________ = ________________________
_________ ______________ _________________ X ___________________ = ________________________
_________ ______________ _________________ X ___________________ = ________________________
_________ ______________ _________________ X ___________________ = ________________________
TOTAL NUMBER OF
OPTIONS EXERCISED: -----------------
TOTAL # OF ADSs -----------------
</TABLE>
TOTAL EXERCISE PRICE DUE TO BUSINESS OBJECTS: -----------------
(in French Francs)
- --------------------------------------------------------------------------------
B. METHOD OF PAYMENT:
- --------------------------------------------------------------------------------
______ Cash Exercise - e.g. International Money Order or Eurocheque or Bank Wire
or Bank Draft or Personal check in French Francs. (Complete Section C1.)
I will be responsible to separately pay all applicable taxes and fees.
______ Cashless Exercise/Same-Day-Sale. I authorize Alex. Brown & Sons to
pay/loan out of my account to Business Objects the sum of (i) the total
exercise amount listed above /1/, and (ii) all applicable taxes and fees
(Complete Sections C2 and D.)
____________________
/1/ I understand that this amount shall be paid in U.S. dollars and will create
a temporary indebtedness owed by the Company. This temporary indebtedness
will be discharged by the issuance of the subscribed shares.
<PAGE>
- --------------------------------------------------------------------------------
C. EXERCISE (purchase) AND/OR SALE INSTRUCTIONS:
- --------------------------------------------------------------------------------
______ 1. Exercise and Hold - No Sale (Cash Exercise only).
_____ Deliver ADSs to my Alex. Brown account number
______________________ and mail me acknowledgment at mailing
address indicated below.
_____ Register shares in a shareholder account opened in my name
with the Company or its authorized intermediary.
_____ Mail an ADR representing my ADSs to me at the mailing address
indicated below.
______ 2. Exercise and Sell - "Same Day Sale." Sell the number of ADSs per my
verbal orders to Alex. Brown. I understand that I must
------
exercise and sell enough ADSs at the market price equal to
the sum of (i) the aggregate option exercise price in Section
A, and (ii) all applicable taxes and fees. Treat the balance
of the ADSs as follows:
_____ Hold the balance of my ADSs in my Alex. Brown account number
___________________ and mail me acknowledgment at mailing
address indicated below.
_____ Mail the balance of my ADSs as an ADR to me at the mailing
address indicated below.
MAILING ADDRESS:
(Name) _________________________
(Address) _________________________
_________________________
<PAGE>
- --------------------------------------------------------------------------------
D. USE OF PROCEEDS FROM SALE (to be paid in U.S. $):
- --------------------------------------------------------------------------------
______ Credit my Alex. Brown money market fund account.
______ Mail proceeds from above sale to address listed below. (*)
(a U.S. $ check takes several weeks to clear internationally)
______ Wire proceeds to my bank account using the wire instructions listed
below. (**)
(there will be a US $30.00 wire charge)
(*) For Mailing:
(Name) _________________________
(Address) _________________________
_________________________
(**) For Wiring Proceeds:
(Bank Name) _________________________
(Bank Address)_________________________
(Bank Code #) _________________________
(Bank Account #) _________________________
<PAGE>
================================================================================
PART 2
================================================================================
- --------------------------------------------------------------------------------
E. ADS DELIVERY NOTICE:
- --------------------------------------------------------------------------------
I elect to have the Shares delivered in the form of American Depositary
Shares and instruct the Company to deposit them with The Bank of New York
pursuant to the Deposit Agreement, unless I have elected to have my Shares
registered in a shareholder account opened in my name with the Company or its
authorized intermediary.
- --------------------------------------------------------------------------------
F. REPRESENTATIONS AND WARRANTIES:
- --------------------------------------------------------------------------------
In connection with the exercise of the Option(s), I hereby represent,
warrant, covenant, acknowledge and agree as follows:
I have received and reviewed the Company's registration statement on
Form S-8 relating to the Plan(s).
I have received, read and understood the Plan(s) and the Option
Agreement(s) and agree to abide by and be bound by their terms and conditions.
My investment in the Company represented by the Shares is highly
speculative in nature and is subject to a high degree of risk of loss in whole
or in part. The amount of such investment is within my risk capital means and is
not so great in relation to my total financial resources as would jeopardize my
or my family's personal financial needs in the event such investment is lost in
whole or in part.
The Company has made no warranties or representations to me with respect to
the income tax consequences of the transactions contemplated hereby and I am in
no manner relying on the Company or its representatives for an assessment of
such tax consequences. I understand that I may suffer adverse tax consequences
as a result of my subscription or disposition of the Shares. I have had the
opportunity to consult with my tax consultant in connection with the exercise of
the options or disposition of the Shares.
Any sale of ADSs shall be made through my Alex Brown & Sons account.
I authorize Business Objects to withhold from the sales proceeds income tax
and/or social charges, if any, which I am liable for in connection with the
exercise of the options or the disposition of the Shares. In the absence of
sales proceeds, or in the event sales proceeds are not sufficient to cover my
personal income tax and/or social charges liability, I will reimburse Business
Objects for any and all amounts paid by Business Objects on my behalf.
<PAGE>
- --------------------------------------------------------------------------------
G. RIGHTS AS SHAREHOLDER:
- --------------------------------------------------------------------------------
Until the issuance (as evidenced by the appropriate entry on the books of
the Company or of an authorized intermediary on behalf of the Company) of the
Shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Shares, notwithstanding the exercise
of the Option. (No adjustment will be made for rights in respect of which the
record date is prior to the issuance date for the Shares, except as provided in
the Plans.)
- --------------------------------------------------------------------------------
H. ENTIRE AGREEMENT; GOVERNING LAW:
- --------------------------------------------------------------------------------
The Plan(s) and Option Agreement(s) are incorporated herein by reference.
This Exercise Notice and Subscription Form, the Plan(s) and the Option
Agreement(s) constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the undersigned with respect to the subject matter
hereof, and may not be modified adversely to the Optionee's interest except by
means of a writing signed by the Company and me. This agreement is governed by
the laws of the Republic of France.
I hereby understand that the instructions contained in this Option Exercise
Notice and Subscription Form are standing until changed in writing. I also
understand that all original forms needed for opening an account must be
received by Alex. Brown & Sons prior to sending out the proceeds.
NOTE: ABOVE SIGNATURE, PLEASE PRINT: "VALID FOR SUBSCRIPTION TO __________/2/
SHARES"
______________________________________ ___________________________
Employee Signature Date
________________________________________ ___________________________
Approved by Stock Administration Service Date
_________________________
/2/ Insert total number of options being exercised from page 3.
<PAGE>
EXHIBIT 5.1
Business Objects S.A.
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 1994 Stock Option Plan, As Amended 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
San Jose, California
October 9, 1998
1
