<PAGE>
As filed with the Securities and Exchange Commission on August 3, 1999
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 WARRANT
--------------------------
(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
- ----------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Registration
Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Ordinary Shares, nominal value 15,000 149.31FF $366,117.40(2) $101.78
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 Warrant may be purchased
(149.31 FF per share) converted into U.S. Dollars using the Key Currency
Cross Rate as of July 29, 1999 as quoted in The Wall Street Journal.
-3-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
- ----------------
This Registration Statement on Form S-8 is being filed for the purpose of
registering 15,000 of the Registrant's Ordinary Shares to be issued to Mr.
Vincent Worms pursuant to a stock subscription warrant.
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, 1998.
2. The Registrant's Reports on Form 10-Q and Form 10-Q/A for the
quarterly period ended March 31, 1999.
3. The description of Registrant's Ordinary Shares, nominal value
one French franc per share, 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 Description of Document
Number
3.1 Statuts or charter of the Registrant as amended on May 4, 1999
(English translation).
4.1(1) Form of Deposit Agreement, as amended on December 30, 1998, among
Business Objects S.A., the Bank of New York, as Depositary, and
holders from time to time of American Depositary Shares issued
thereunder.
4.2 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 4.0 to the Annual Report on Form 10-K
filed with the SEC on March 23, 1999 (File No. 000-24720).
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 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.
(2) That, for the purpose of determining 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 Act and will be governed by the final adjudication of
such issue.
II-2
<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 San Jose, California on July 30, 1999
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 T. 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 July 30, 1999, by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ Bernard Liautaud Chairman, President and Chief Executive July 30, 1999
- -----------------------------
Bernard Liautaud Officer (Principal Executive Officer)
/s/ Clifton T. Weatherford Chief Financial Officer and Senior Group July 30, 1999
- -----------------------------
Clifton T. Weatherford Vice President (Principal Financial and
Accounting Officer)
/s/ Bernard Charles Director July 30, 1999
- -----------------------------
Bernard Charles
/s/ Philippe Claude Director July 30, 1999
- -----------------------------
Philippe Claude
/s/ Vincent Worms Director July 30, 1999
- -----------------------------
Vincent Worms
/s/ Arnold N. Silverman Director July 30, 1999
- -----------------------------
Arnold N. Silverman
Director
- -----------------------------
Albert Eisenstat
</TABLE>
<PAGE>
Index to Exhibits
-----------------
Exhibit Description of Document
Number
3.1 Statuts or charter of the Registrant as amended on May 4, 1999
(English translation).
4.1(1) Form of Deposit Agreement, as amended on December 30, 1998,
among Business Objects S.A., the Bank of New York, as
Depositary, and holders from time to time of American
Depositary Shares issued thereunder.
4.2 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 4.0 to the Annual Report on Form 10-K
filed with the SEC on March 23, 1999 (File No. 000-24720).
<PAGE>
Exhibit 3.1
BUSINESS OBJECTS S.A.
A French societe anonyme
with a share capital of FF. 17 412 069
Registered office : 1 Square Chaptal
92300 Levallois-Perret
Register of Commerce and Companies Nanterre B 379 821 994
________________
UP-DATED BY LAWS
May 4, 1999
<PAGE>
~ I ~
MEMORANDUM AND ARTICLES OF ASSOCIATION
--------------------------------------
TITLE I
-------
FORM - NAME - OBJECTS - REGISTERED OFFICE - DURATION
----------------------------------------------------
Article 1 - FORM
- ----------------
There is, between the owners of the shares hereinafter issued and of
those which could be subsequently issued, a corporation (societe anonyme),
governed by the law of July 24, 1966 on commercial companies and by the present
Memorandum and Articles of Association.
Article 2 - NAME
- ----------------
The name of the company is:
BUSINESS OBJECTS
In all deeds and documents emanating from the company and addressed to
third parties, this name must always be immediately preceded or followed by the
words "Societe anonyme" or the initials "S.A." and by the mention of the amount
of the capital.
Article 3 - OBJECTS
- -------------------
The objects of the company are, directly and indirectly, in France and
abroad:
- all operations relating to the design and the sale of products and
the rendering of services in the computer industries and in connected
industries;
- and generally, any financial, commercial, industrial, civil, real
estate or chattels operations related directly or indirectly to the above
activities and to any similar or connected activities as well as to any social
properties.
Directly and indirectly on its behalf or on behalf of third parties,
either alone, or with third parties, by way of creation of new companies,
contributions, partnership, subscription, purchase of securities or of social
rights, merger, association, or by way of subleasing of any properties or
rights.
<PAGE>
Article 4 - REGISTERED OFFICE
- -----------------------------
The registered office of the company is at:
1 Square Chaptal
92300 Levallois-Perret
It may be transferred to any other place within the same district
(departement) or any adjacent district by decision of the board of directors
subject to the ratification of this decision by the next ordinary general
meeting of the shareholders.
It may be transferred to any other place pursuant to a resolution of
the extraordinary general meeting of the shareholders.
Article 5 - DURATION
- --------------------
The duration of the company shall be of ninety nine (99) years from
the date of registration with the Register of Commerce and Companies, except in
the event of early dissolution or extension decided by the extraordinary meeting
of the shareholders.
*** *** ***
***
<PAGE>
TITLE II
--------
CAPITAL AND SHARES
------------------
Article 6 - CAPITAL
- -------------------
The capital of the company is of FF. 17 412 069;
It is divided into 17 412 069 shares of FF. 1 each.
Mr. Albert Eisenstat is a recipient of special advantages resulting from
the grant of 12,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 19, 1997. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF55.328 per share corresponding to
the estimated value of a share as of April 25, 1997.
Mr. Albert Eisenstat is a recipient of special advantages resulting from
the grant of one warrant entitling to the subscription of 12,000 shares, by the
shareholder meeting held on June 21, 1995. The special advantages consist in (i)
the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF72.7875 per share corresponding to
the estimated value of a share as of April 25, 1995.
Mr. Vincent Worms is a recipient of special advantages resulting from
the grant of 12,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 19, 1997. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF55.328 per share corresponding to
the estimated value of a share as of April 25, 1997.
Mr. Philippe Claude is a recipient of special advantages resulting from
the grant of 12,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 19, 1997. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF55.328 per share corresponding to
the estimated value of a share as of April 25, 1997.
Mr. Arnold Silverman is a recipient of special advantages resulting from
the grant of 12,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 19, 1997. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of
<PAGE>
a fixed exercise price of FF55.328 per share corresponding to the estimated
value of a share as of April 25, 1997.
Mr. Arnold Silverman is a recipient of special advantages resulting from
the grant of 30,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on April 6, 1994. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF5.518 per share corresponding to the
estimated value of a share as of January 31, 1993.
Mr. Bernard Charles is a recipient of special advantages resulting from
the grant of 25,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 18, 1998. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF 96.66 per share corresponding to
the estimated value of a share as of June 18, 1998.
Mr. Albert Einsenstat is a recipient of special advantages resulting
from the grant of 15,000 warrants each entitling to the subscription of one
share, by the shareholder meeting held on June 18, 1998. The special advantages
consist in (i) the granting of such warrants without payment as consideration
and (ii) the implementing of a fixed exercise price of FF 96.66 per share
corresponding to the estimated value of a share as of June 18, 1998.
Mr. Arnold Silverman is a recipient of special advantages resulting from
the grant of 15,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 18, 1998. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF 96.66 per share corresponding to
the estimated value of a share as of June 18, 1998.
Mr. Philippe Claude is a recipient of special advantages resulting from
the grant of 10,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 18, 1998. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF 96.66 per share corresponding to
the estimated value of a share as of June 18, 1998.
Mr. Vincent Worms is a recipient of special advantages resulting from
the grant of 5,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 18, 1998. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF 96.66 per share corresponding to
the estimated value of a share as of June 18, 1998.
Mr. Vincent Worms is a recipient of special advantages resulting from
the grant of 15,000 warrants giving the right to subscribe to 15,000 shares by
the shareholder
<PAGE>
meeting held on May 4, 1999. The special advantages consist in (i) the granting
of such warrants without payment as consideration and (ii) the implementing of a
fixed exercise price of FF 149.31 per share corresponding to the estimated value
of a share as of May 3, 1999.
Article 7 - FORM OF THE SHARES - TRANSFER OF SHARES
- ---------------------------------------------------
The shares must be in the registered form. The shares are entered into
accounts according to the provisions provided by law and regulations.
The ownership of the registered shares is evidenced by their
registration in registered accounts.
The shares entered into accounts are freely transferred by transfer
from one account to another.
Prior approval of the transferee is required only for partly paid-up
shares.
All costs resulting from the transfer shall be borne by the
transferee.
Shares with payments in arrears are not admitted to transfer.
Article 8 - RIGHTS AND OBLIGATIONS ATTACHED TO THE SHARES
- ---------------------------------------------------------
The rights and obligations attached to a share follow the share to any
transferee to whom it may be transferred and the transfer includes all the
payable and unpaid dividends and dividends to be payable, as well as, as the
case may be, the corresponding share in the reserve funds and provisions.
The ownership of the a share shall imply ipso facto the acceptance of
the present Memorandum and Articles of Association and of the decision of the
general meetings.
In addition to the right to vote which is attached by law to the
shares, each share carries a right to a share of corporate assets, of profits,
and of liquidation surplus, proportional to the number and nominal value of the
existing shares.
Each time it shall be necessary to hold a certain number of shares in
order to exercise a right, it will up be to the shareholder(s) missing such
number to take the necessary actions to group a sufficient number of shares.
The heirs, creditors, eligible parties or other representatives of a
shareholder cannot, for any reason whatsoever, request the affixing of the
assets of the company, or ask for their sharing or auction sale, or to interfere
in any manner in the management of the company ; they have, in order to exercise
their rights, to refer themselves to the inventories and to the resolutions of
the shareholders meetings.
<PAGE>
The company may require the repurchase, subject to the conditions set
forth in article 269-8 of the law of 24th July 1966, either of all of its shares
with a preferential dividend and no voting right, or of a category of such
shares, each category being determined by the date at which it has been issued.
Article 9 - PAYING UP OF THE SHARES
- -----------------------------------
The amount to be paid in cash for the subscription of the shares
issued with respect to an increase of capital shall be payable according to the
terms stipulated by the extraordinary general meeting of the shareholders.
The initial payment shall not be less than one half of the nominal
value of the shares at the time of the subscription ; it shall include the whole
issuing premium, if any.
The remainder, which shall be paid-up in one or several times within a
period of five years as from the date of completion of such increase of capital,
shall be called upon by the board of directors.
Each shareholder shall be notified of the amount to be paid and of the
date at which this amount shall fall due fifteen days at least before that date.
The shareholder who will not have paid at due date the amounts due on
his share(s) shall, automatically and without formal notice, owe to the company
an interest calculated day per day commencing on due date at the legal rate in
commercial matters increased by three points, without prejudice to the personal
proceedings that the company may institute against the defaulting shareholder
and to the acts of enforcement provided by law.
*** *** ***
***
<PAGE>
TITLE III
---------
MANAGEMENT OF THE COMPANY
-------------------------
Article 10 - BOARD OF DIRECTORS
- -------------------------------
The company is managed by a board of directors composed of individuals
or legal entities, the number of which is determined by the ordinary general
meeting of the shareholders within the limits of the law.
A legal entity must, at the time of its appointment, designate an
individual who will be its permanent representative on the board of directors.
The term of office of a permanent representative is the same as that of the
director he represents. When a legal entity dismisses its permanent
representative, it must at the same time provide for its replacement. The same
applies in case of death or resignation of the permanent representative.
Each director must own at least one share during his term of office.
If, at the time of his appointment, a director does not own the
required number of shares or if, during his term of office, he ceases to be the
owner thereof, he shall have a period of three months to purchase such number of
shares, in default of which he shall be automatically deemed to have resigned.
The directors are appointed for a term of three years. A year
corresponds to the period of time between two successive annual ordinary general
meetings of shareholders. The duties of a director shall terminate at the close
of the ordinary general meeting of shareholders which acts on the accounts of
the preceding financial year and is held in the year during which the term of
office of said director comes to an end.
The members of the board are renewed in rotation so that the renewal
be as equal as possible and in any case complete for each period of three years.
Renewal takes place according to seniority. However, when required, the ordinary
general meeting may resolve that the order of renewal will be set by a toss
drawn in a board meeting.
The directors may always be re-elected ; they may be revoked at any
time by decision of the general meeting of the shareholders.
In case of death or resignation of one or several directors, the board
of directors may make provisional appointments between two meetings of
shareholders.
The appointment(s) so made have to be ratified by the next general
meeting of shareholders.
<PAGE>
Should the meeting of the shareholders not ratify these provisional
appointments, this shall not affect the validity of the prior resolutions and
acts of the board of directors.
When the number of directors falls below the minimum required by law,
the remaining director(s) must immediately convene the ordinary general meeting
of the shareholders, in order to complete the membership of the board of
directors.
The director appointed in replacement of another director, whose term
of office has not come to its end shall remain in office only for the remaining
term of office of his predecessor.
A salaried employee of the company may be appointed as a director. His
employment contract shall correspond to a position actually held. In such case,
he shall not lose the benefit of his employment contract.
The number of directors bound to the company by an employment contract
may not exceed one third of the directors in office.
The number of directors who are more than seventy (70) years old may
not exceed one third of the directors in office. Should such quota be reached
during the director's term of office, the appointment of the oldest director
would be automatically terminated at the close of the nearest general meeting of
the shareholders.
Article 11 - MEETING OF THE BOARD
- ---------------------------------
11.1. The board of directors shall meet as often as required for the
interest of the company.
11.2. The meetings of the board of directors are convened by the
president. The convening may be made by any means, in oral or written form.
Moreover directors, representing one third at least of the members of
the board, may convene the board. In such case, they shall indicate the agenda
of the meeting.
When a work-committee (comite d'entreprise) has been formed, the
representatives of such committee, appointed in accordance with the provisions
of the Labor Code, shall be convened to all the meetings of the board of
directors.
The meetings of the board are held at the registered office or at any
other place, in France or abroad.
11.3. The board of directors may not transact business validly unless
at least half of its members are present.
<PAGE>
The resolutions of the board of directors shall be carried out at the
majority of the directors, present or represented.
It is specified that any and all decisions to grant options to
subscribe or to buy stock to a director holding an employment contract, to the
president or to the general manager of the Company, if this latter is a
director, pursuant to authority granted by the extraordinary general meeting,
pursuant to the provisions set forth in articles 208-1 and the following of the
Law of July 24, 1966 on commercial companies shall be adopted by the affirmative
vote of the majority of the directors present or represented at the Board
meeting, the interested director, and any other director to whom options to
subscribe or to buy stock may be granted, being conclusively refrained from
voting.
11.4. Any director may give to another director, by letter, cable or
telex, a proxy to be represented at a meeting of the board. However, each
director may only dispose of one proxy during each meeting.
11.5. The copies or extracts of the minutes of the board of directors
are validly certified by the president of the board of directors, a general
manager, the director temporarily delegated in the duties of president or by a
representative duly authorized for that purpose.
Article 12 - POWERS OF THE BOARD
- --------------------------------
The board of directors is vested with the most extensive powers to act
under all circumstances on behalf of the company, and to make any decisions
relating to all acts of administration and disposition. The board shall exercise
these powers within the limits of the purposes of the company, and of the powers
expressly granted by law to the general meetings of the shareholders.
Article 13 - GENERAL MANAGEMENT OF THE COMPANY
- ----------------------------------------------
The board of directors shall elect a president, who must be an
individual, from among its members. It shall determine his term of office, which
cannot exceed that of his office as director and may dismiss him at any time.
The board sets his remuneration.
The president of the board is responsible for the general management
of the company.
The president is vested with the most extensive powers to act under
all circumstances on behalf of the company within the limits of the goals of the
company, except for those powers expressly granted by law to the meetings of
shareholders and those specially reserved to the board of directors.
<PAGE>
The president of the board cannot be more than sixty five (65) years
old. Should the president reach this age limit during his term of office as
president, his office would automatically terminate. Subject to this provision,
the president of the board may always be reelected.
Article 14 - GENERAL MANAGER (Directeur General)
- ----------------------------
Upon proposal of the president, the board of directors may appoint one
or several individuals to assist the president as general manager. The general
manager(s) may be revoked at any time by the board of directors upon proposal of
the president.
In agreement with the president, the board of directors shall
determine the scope and the duration of the powers delegated to the general
manager. The board sets his remuneration. When a general manager is a director,
his term of office may not exceed that of his directorship.
As regards third parties, general managers have the same powers as the
president. The general managers are, among others, vested with the powers to
bring a matter to court.
Any general manager cannot be more than sixty-five (65) years old.
Should a general manager reach this age limit during his term of office as
general manager, his duties would automatically terminate. This term may be
prolonged however until the next meeting of the board during which the new
general manager will be appointed.
The board may appoint two general managers should the share capital be
of at least five hundred thousand (500,000) francs. Five general managers may be
appointed should the share capital be of at least ten million (10,000,000)
francs, provided that at least three of them are directors.
Article 15 - AGREEMENTS SUBJECT TO AUTHORIZATION
- ------------------------------------------------
15.1. Any sureties, endorsements and guarantees granted by the company
must be authorized by the board of directors as provided by law.
15.2. Any agreement to be entered into between the company and one of
its directors or general manager(s), whether directly or indirectly or through
an intermediary, must be submitted for the prior authorization of the board of
directors.
Such prior authorization is also required for agreements between the
company and another enterprise, should one of the directors or general managers
of the company be owner, partner with unlimited liability, manager, director,
general manager, member of the management committee (directoire) or supervisory
council (conseil de surveillance) of said enterprise.
<PAGE>
Such prior authorization shall be sought as provided by law.
Article 16 - PROHIBITED AGREEMENTS
- ----------------------------------
Directors, other than legal entities, are forbidden to contract, in
any form whatsoever, loans from the company, to secure an overdraft from it, as
a current account or otherwise, and to have the company guarantee or secure
their commitments toward third parties.
The same prohibition applies to general managers and to the permanent
representatives of legal entities which are directors. It also applies to
spouses, ascendants and descendants of the persons referred to in this article,
as well as to all interposed persons.
Article 17 - STATUTORY AUDITORS (Commissaires aux comptes)
- -------------------------------
Audits of the company shall be carried out, as provided by law, by one
or more statutory auditors legally entitled to be elected as such. When the
conditions provided by law are met, the company must appoint at least two
supervisory auditors.
Each statutory auditor shall be appointed by the ordinary general
meeting.
One or more deputy statutory auditors, who may be called to replace
the regular statutory auditors in the case of death, disability, resignation or
refusal to act of the latter, shall be appointed by an ordinary general meeting.
Should the general ordinary meeting of the shareholders fail to elect
a statutory auditor, any shareholder can claim in court that one be appointed,
provided that the President of the board of directors be duly informed. The term
of office of the statutory auditor appointed in court will end upon the
appointment of the statutory auditor(s) by the general ordinary meeting of the
shareholders.
*** *** ***
***
<PAGE>
TITLE IV
--------
MEETINGS OF SHAREHOLDERS
------------------------
Article 18
- ----------
The general meetings of shareholders shall be convened and held as
provided by law.
The meetings of shareholders are held at the registered office or at
any other place mentioned in the convening notices.
The right to take part in a general meeting of shareholders is subject
to the registration of the shareholder in the books of the company, at least one
business day prior to the date of the meeting.
A shareholder who cannot attend the meeting in person may choose
either :
- to give a proxy to another shareholder or to his/her spouse, or
- to vote by mail, or
- to send to the company a proxy without any indication of the name of
the representative;
within the terms and conditions provided by law and these by-laws.
To be taken into account, the proxies and the forms of vote by mail
must be deposited with the company at least one business day prior to the date
of the meeting.
Meetings of shareholders are presided over by the president of the
board of directors or in his absence, by a director specially authorized for
that purpose by the board. If no president has been appointed, the meeting
elects its president.
The two members of the meeting having the greatest number of votes and
who accept that role, are appointed as scrutineers. The officers of the meeting
appoint a secretary, who may be a non-shareholder.
An attendance sheet is drawn up, in accordance with the law.
The ordinary general meeting of the shareholders, upon first convening
notice, may transact business validly only if the shareholders present, or
represented, hold at least one fourth of the voting shares. Upon second
convening notice, the general meeting may transact business validly whatever the
number of shareholders present or represented.
<PAGE>
The resolutions of the ordinary general meeting shall be carried out
at the majority vote of the shareholders, present or represented.
The extraordinary general meetings of the shareholders, upon first
convening notice, may transact business validly only if the shareholders
present, or represented by proxy, hold at least one third of the voting shares.
Upon second convening notice, the extraordinary general meeting may transact
business validly only if the shareholders present or represented by proxy hold
at least one fourth of the voting shares.
The resolutions of the extraordinary general meeting shall be carried
out at a two third majority vote of the shareholders, present or represented.
The copies or extracts of the minutes of the meeting are certified by
the president of the board of directors, by a director acting as general
manager, or by the secretary of the meeting.
The ordinary and extraordinary meetings of shareholders exercise their
respective powers as provided by law.
*** *** ***
***
<PAGE>
TITLE V
-------
RESULTS OF THE COMPANY
----------------------
Article 19 - FINANCIAL YEAR
- ---------------------------
Each fiscal year is of one year beginning on January 1 and ending on
December 31.
Article 20 - PROFITS - LEGAL RESERVE FUNDS
- ------------------------------------------
Out of the profit of a fiscal year, reduced by prior losses if any, an
amount equal to at least 5 % thereof is first deducted in order to form the
legal reserve fund provided by law. This deduction is no longer required when
the legal reserve fund amounts to one tenth of the capital of the company.
Distributable profit is the profit of a fiscal year, reduced by prior
losses and by the deduction provided for in the preceding paragraph and
increased by the profits carried forward.
Article 21 - DIVIDENDS
- ----------------------
If there results a distributable profit from the accounts of the
fiscal year, as approved by the general meeting, the general meeting may decide
to allocate it to one or several reserve funds, the appropriation or use of
which it shall determine, or to carry it forward or to distribute it as
dividends.
Furthermore, after having established the existence of reserves which
it may dispose of, the general meeting may decide the distribution of amounts
paid out of such reserves. In such case, the payments shall be made. However,
the dividends shall be set off by priority on the distributable profit of the
financial year.
The general meeting shall determine the terms of payment of dividends;
failing such determination, these terms shall be determined by the board of
directors.
However, the dividends must be declared payable no more than nine
months following the close of the financial year.
The general meeting deciding upon the accounts of a fiscal year will
be entitled to grant to each shareholder, for all or part of the distributed
dividends, an option between payment in cash or in shares.
Similarly, should the ordinary general meeting resolve the
distribution of interim dividends pursuant to article 347 of the law of 24th
July 1966, it will be entitled
<PAGE>
to grant to each shareholder an interim dividend and, for all or part of the
said interim dividend, an option between payment in cash or in shares.
The offer of payment in shares, the price and the conditions as to the
issuing of such shares, together with the request for payment in shares and the
conditions of the completion of the capital increase will be governed by the law
and regulations.
When a balance sheet, drawn up during, or at the end of the fiscal
year, and certified by the statutory auditor(s), shows that the company, since
the close of the preceding fiscal year, after having made the necessary
depreciations and provisions and after deduction of the prior losses, if any, as
well as of the amounts which are to be allocated to the reserve fund provided by
law or by the by-laws, has made profits, the board of directors may resolve the
distribution of interim dividends prior to the approval of the accounts of the
fiscal year, and may determine the amount thereof and the date of such
distribution. The amount of such interim dividends cannot exceed the amount of
the profits as defined in this paragraph. In this case, the option described in
the preceding paragraph shall not be available.
*** *** ***
***
<PAGE>
TITLE VI
--------
DISSOLUTION - LIQUIDATION
-------------------------
Article 22 - PREMATURE DISSOLUTION
- ----------------------------------
The extraordinary general meeting may at any time declare the
dissolution of the company before the expiration of its stated duration under
the present Memorandum and Articles of Association.
Article 23 - LOSS OF ONE HALF OF THE CAPITAL OF THE COMPANY
- -----------------------------------------------------------
If, as a consequence of losses showed by the company's accounts, the
net assets (capitaux propres) of the company are reduced below one half of the
capital of the company, the board of directors must, within four months from the
approval of the accounts showing this loss, convene an extraordinary general
meeting of shareholders in order to decide whether the company ought to be
dissolved before its statutory term.
If the dissolution is not declared, the capital must, at the latest at
the end of the second fiscal year following the fiscal year during which the
losses were established and subject to the legal provisions concerning the
minimum capital of societes anonymes, be reduced by an amount at least equal to
the losses which could not be charged on reserves, if during that period the net
assets have not been restored up to an amount at least equal to one half of the
capital.
In the absence of the meeting of shareholders, or in the case where
this meeting has not been able to validly act, any interested party may
institute legal proceedings to dissolve the company.
Article 24 - EFFECT OF THE DISSOLUTION OF THE COMPANY
- -----------------------------------------------------
The company is in liquidation as soon as it is dissolved for any
reason whatsover. It continues to exist as a legal entity for the needs of this
liquidation until the liquidation is completed.
During the period of the liquidation, the general meeting shall retain
the same powers it exercised during the life of the company.
The shares shall remain transferable until the completion of the
liquidation proceedings.
The dissolution of the company is only valid vis a vis third parties
as from the date at which it is published at the register of commerce.
<PAGE>
Article 25 - APPOINTMENT OF LIQUIDATORS - POWERS
- ------------------------------------------------
Upon the expiration of the term of existence of the company or in the
case of its premature dissolution, the meeting of the shareholders shall decide
the method of liquidation and appoint one or several liquidators whose powers it
will determine. The liquidators will exercise their duties according to the law.
The appointment of the liquidator(s) terminates the offices of the directors.
Article 26 - LIQUIDATION - CLOSING
- ----------------------------------
After payment of the liabilities, the remaining assets shall be used
first for the payment to the shareholders of the amount paid for their shares
and not amortized.
The balance, if any, shall be divided among all the shareholders.
The shareholders shall be convened at the end of the liquidation in
order to decide on the final accounts, to discharge the liquidator from
liability for his acts of management and the performance of his office, and to
take notice of the closing of the liquidation.
The closing of the liquidation is published as provided by law.
*** *** ***
***
<PAGE>
TITLE VII
---------
NOTIFICATIONS
-------------
Article 27 - NOTIFICATIONS
- --------------------------
All notifications provided for in the present Memorandum and Articles
of Associations shall be made either by registered mail with acknowledgment of
receipt or by process server. Simultaneously a copy of the notification shall be
sent to the recipient by ordinary mail.
*** *** ***
***
<PAGE>
Exhibit 4.2
BUSINESS OBJECTS SA
STOCK SUBSCRIPTION WARRANT
1. General
-------
THIS CERTIFIES that, for value received, 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"), 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") corresponding to the Euro value or French franc value of
the closing price of one American Depositary Share of the Company as reported on
the Nasdaq National Market on May 3, 1999 (US$24.0625).
Subject to adjustment in accordance with section 4 hereof, the Warrant
Price is 22.76 Euros per share based on the noon spot buying rate published by
the Federal Reserve Bank of New York on the same date (1 euro = 1.0571US$) and
149.31 French francs per share based on the legal conversion rate of Euro into
French francs.
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 May 4, 1999 at the Company's registered office.
2. Exercise period and vesting schedule
------------------------------------
(a) 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 May 4, 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) May 4, 2004, 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 Euros (or French Francs if exercised no later than
December 31, 2001), 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.
<PAGE>
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 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 Warrant 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 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.
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 17,412,069 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/Euros --------per Warrant Share, hereby elects to
purchase thereunder, ----------------------------- Ordinary Shares of --------
nominal value each of BUSINESS OBJECTS S.A., and herewith makes payment of
FF/Euros -----------------.
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>
[LETTERHEAD]
[STIBBE SIMONT MONAHAN DUHOT & GIROUX]
Exhibit 5.1
Business Objects S.A.
European Headquarters
1 Square Chaptal
92309 Levallois-Perret
France
July 29, 1999
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 15,000 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 May 4, 1999, (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. 149.31 per
share including the issue premium, corresponding to the closing price of one
American Depositary Share of the Company on NASDAQ on May 3, 1999, converted
into French Francs in accordance with the provisions of the said seventeenth
resolution, 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. 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. 149.31 per share;
<PAGE>
ii. a certified copy of the results of the vote at such meeting for the
seventeenth resolution established by Banque Paribas;
iii. the special statutory auditor's report ("rapport du commissaire aux
avantages particuliers");
iv. an "attestation d'inscription en compte" for the warrants held by Mr.
Vincent Worms 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 May 4, 1999, 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 May 4,
1999, 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/Jean-Marc Franceschi
Olivier Edwards Jean-Marc Franceschi
-2-
<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 Warrant, of our report dated
January 29, 1999, 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, 1998, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
July 29, 1999
