<PAGE>
As filed with the Securities and Exchange Commission on October 12, 2000
Registration No. 333-33342
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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VOXWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3934824
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Lawrenceville Office Park
P.O. Box 5363
Princeton, New Jersey 08543
(609) 514-4100
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Voxware, Inc. 1994 Stock Option Plan, as amended.
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BATHSHEBA J. MALSHEEN
VOXWARE, INC.
Lawrenceville Office Park
P.O. Box 5363
Princeton, New Jersey 08540
(609) 514-4100
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
-------------------
Copies of all communications, including
all communications sent to the agent for service, should be sent to:
PAUL JACOBS, ESQ.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
(212) 318-3000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Proposed maximum Proposed maximum Amount of
Title of Securities Amount to be offering price per aggregate offering registration
to be registered Registered unit (1) price (1) fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par
value per share 800,000 shares $1.6172 $1,293,760 $341.55
=================================================================================================================
</TABLE>
(1) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee, based on the average of the high and low prices of the
Common Stock as reported on the Nasdaq National Market on October 10, 2000.
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Instruction E of
Form S-8, promulgated pursuant to the Securities Act of 1933, as amended, to
register an additional 800,000 shares of Common Stock of Voxware, Inc. issuable
pursuant to its 1994 Stock Option Plan, as amended, and includes the
Registration Statement facing page, this page, the signature page, an exhibit
index, an exhibit 5 legal opinion and an accountant's consent. Pursuant to
Instruction E, the content of Voxware's Registration Statement on Form S-8
(No. 333-33342), including the exhibits thereto, are incorporated by reference
into this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Princeton, State of New Jersey on October 12, 2000.
VOXWARE, INC.
By: /s/ Bathsheba J. Malsheen
------------------------------------------
Bathsheba J. Malsheen
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints BATHSHEBA J. MALSHEEN and NICHOLAS
NARLIS, or either of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Bathsheba J. Malsheen President, Chief Executive
----------------------------------- Officer and Director October 12, 2000
Bathsheba J. Malsheen (principal executive officer)
/s/ Nicholas Narlis Vice President, Chief Financial
----------------------------------- Officer, Treasurer and Secretary October 12, 2000
Nicholas Narlis (principal financial officer and
principal accounting officer)
/s/ David B. Levi
----------------------------------- Director October 12, 2000
David B. Levi
/s/ Eli Porat
----------------------------------- Director October 12, 2000
Eli Porat
</TABLE>
II-1
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INDEX TO EXHIBITS
Exhibit
No. Description Page No.
------- ----------- --------
4.1 Voxware, Inc. 1994 Stock Option Plan, as amended
5 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Fulbright & Jaworski L.L.P.(included in Exhibit 5)
24 Power of Attorney (included in signature page)
II-2
