<PAGE>
As filed with the Securities and Exchange Commission on July 31, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
157/159 rue Anatole France
Levallois-Perret
France 92300
(Address, including zip code, of Registrant's principal executive offices)
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1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
FRENCH EMPLOYEE SAVINGS PLAN, AS AMENDED
1999 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)
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Copy to:
Steven Bernard, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Ordinary Shares, nominal value
one French franc per share (1).............
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1995 International Employee Stock Purchase 200,000 $80.86 $ 16,172,000 (2) $ 4,495.84
Plan.......................................
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French Employee Savings Plan................ 75,000 $80.86 $ 6,064,500 (2) $ 1,685.93
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1999 Stock Option Plan...................... 3,000,000 $95.13 $285,390,000 (3) $79,338.42
==================================================================================================================================
</TABLE>
(1) American Depositary 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 $80.86 per share (85% of
$95.13, which was the average of the bid and ask closing price of the
Registrant's American Depository Shares on July 26, 2000).
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, on the basis of $95.13 per share (the
average of the bid and ask closing price of the Registrant's American
Depository Shares on July 26, 2000.)
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<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 (i) an additional 200,000 shares of the Registrant's Ordinary Shares
to be issued pursuant to the Registrant's 1995 International Employee Stock
Purchase Plan, as amended (the "1995 Plan"), (ii) an additional 75,000 shares to
be issued under the Registrant's French Employee Savings Plan, as amended (the
"Savings Plan"), and (iii) an additional 3,000,000 shares to be issued pursuant
to the Registrant's 1999 Stock Option Plan, as amended (the "1999 Option Plan").
The Registration Statement on Form S-8 previously filed with the Securities and
Exchange Commission relating to the 1995 Plan, the Savings Plan and the 1999
Option Plan (Commission File No. 333-84341) 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, 1999 (which incorporates by reference certain
portions of the Registrant's definitive notice and proxy
statement for its fiscal 1999 Ordinary and Extraordinary Meeting
of Shareholders).
2. The Registrant's Report on Form 10-Q for the quarterly period
ended March 31, 2000.
3. 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 8-Ks), pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities and Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered under this registration
statement have been sold or which deregisters all securities then remaining
unsold hereunder, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
None.
II-1
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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, as amended, pursuant to a written agreement with each of
its directors and officers.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
--------
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------------------- --------------------------------------------------------
<C> <S>
3.1 Statuts or charter of the Registrant as amended on March
31, 2000 (English translation).
4.1 (1) Form of Deposit Agreement, as amended and restated 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
(including Exhibit A ther eto).
4.2 (2) 1995 International Employee Stock Purchase Plan, as
amended.
4.3 (2) French Employee Savings Plan, as amended.
4.4 (2) 1999 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 accountants.
23.2 Consent of Stibbe, Simont, Monahan, Duhot & Giroux
(included in Exhibit 5.1).
24.1 Powers of Attorney (included on signature page).
</TABLE>
(1) Incorporated by Reference to Exhibit 4.0 to the Registrant's Annual Report
on Form 10-K (File No. 000-24720) filed with the Commission on March 30,
2000.
(2) Incorporated by Reference to the Addendum to the Registrant's Definitive
Proxy Statement on Schedule 14A (File No. 000-24720) filed with the
Commission on April 24, 2000.
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, California, on July 28, 2000.
BUSINESS OBJECTS S.A.
By: /s/ Bernard Liautaud
--------------------
Bernard Liautaud,
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bernard Liautaud and Clifton T.
Weatherford and each of them, acting individually, as his attorney-in-fact, with
full power of substitution, for him and in any and all capacities, to sign any
and all amendments to this Registration Statement on this Form S-8 and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-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 on Form S-8 has been signed on July 28, 2000, by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
---------------------------------- ----------------------------------------------- -----------------
<S> <C> <C>
/s/ Bernard Liautaud Chairman of the Board, President and Chief July 28, 2000
---------------------------------- Executive Officer (Principal Executive Officer)
Bernard Liautaud
/s/ Clifton T. Weatherford Chief Financial Officer and Senior Group Vice July 28, 2000
---------------------------------- President (Principal Financial and Accounting
Clifton T. Weatherford Officer)
/s/ Bernard Charles Director July 28, 2000
----------------------------------
Bernard Charles
/s/ Vincent Worms Director July 28, 2000
----------------------------------
Vincent Worms
/s/ Arnold N. Silverman Director July 28, 2000
----------------------------------
Arnold N. Silverman
Director
----------------------------------
Alert Eisenstat
</TABLE>
<PAGE>
Index to Exhibits
-----------------
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------------------- --------------------------------------------------------
<C> <S>
3.1 Statuts or charter of the Registrant as amended on March
31, 2000 (English translation).
4.1 (1) Form of Deposit Agreement, as amended and restated 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
(including Exhibit A thereto).
4.2 (2) 1995 International Employee Stock Purchase Plan, as
amended.
4.3 (2) French Employee Savings Plan, as amended.
4.4 (2) 1999 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 accountants.
23.2 Consent of Stibbe, Simont, Monahan, Duhot & Giroux
(included in Exhibit 5.1).
24.1 Powers of Attorney (included on signature page).
</TABLE>
(1) Incorporated by Reference to Exhibit 4.0 to the Registrant's Annual Report
on Form 10-K (File No. 000-24720) filed with the Commission on March 30,
2000.
(2) Incorporated by Reference to the Addendum to the Registrant's Definitive
Proxy Statement on Schedule 14A (File No. 000-24720) filed with the
Commission on April 24, 2000.
