<PAGE>
As filed with the Securities and Exchange Commission on June 6, 1996
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
ACCENT SOFTWARE INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in its Charter)
Israel N/A
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
28 Pierre Koenig Street
Jerusalem 91530 Israel
011-972-2-793-723
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
ACCENT SOFTWARE INTERNATIONAL LTD.
FOUNDERS' SHARE OPTION PLAN
(Full Title of Plan)
Prentice-Hall Corporations System, Inc.
375 Hudson Street, 11th Floor
New York, New York 10014
(212) 463-2700
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
STEPHEN M. BESEN, ESQ. BARRY P. LEVENFELD, ESQ.
WEIL, GOTSHAL & MANGES LLP YIGAL ARNON & CO.
767 FIFTH AVENUE 3 DANIEL FRISCH STREET
NEW YORK, NEW YORK 10153 TEL AVIV 64731 ISRAEL
TELEPHONE: (212) 310-8000 TELEPHONE: 011-972-3-692-6868
FACSIMILE: (212) 310-8007 FACSIMILE: 011-972-3-696-2744
_______________
APPROXIMATE DATE OF COMMENCEMENT OF SALES PURSUANT TO THE PLAN: As soon as
reasonably practicable after the effective date of the Registration
Statement
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Unit Price Registration Fee
<S> <C> <C> <C> <C>
Ordinary Shares, nominal value NIS .01 10,000 $47.50 $475,000 $164
per share
<FN>
(1) This Registration Statement shall also cover any additional shares of Ordinary Shares which become issuable under
the Registrant's Founders' Share Option Plan by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without receipt of consideration which results in an increase in the number of
outstanding shares of Ordinary Shares.
(2) Calculated solely for the purpose of determining the registration fee pursuant to Rule 457 under the Securities Act
of 1933, based upon the average of the high and low prices of the Ordinary Shares as quoted on the Nasdaq Small-Cap
Market on June 5, 1996.
/TABLE
<PAGE>
<PAGE>
THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS EXEMPTED THE
COMPANY FROM THE OBLIGATION TO PUBLISH THIS FORM S-8 IN THE MANNER
REQUIRED FOR THE PUBLICATION OF A PROSPECTUS PURSUANT TO THE
PREVAILING LAWS OF THE STATE OF ISRAEL. NOTHING IN SUCH EXEMPTION
SHALL BE CONSTRUED AS AUTHENTICATION OR APPROVAL OF THE RELIABILITY OR
ACCURACY OF THE MATTERS CONTAINED IN THIS FORM S-8 OR AS AN EXPRESSION
OF OPINION AS TO THE QUALITY OF THE SECURITIES WHICH ARE THE SUBJECT
OF THIS FORM S-8
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act"). Such documents are not required to be and are
not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration
Statement (which documents are incorporated by reference in this
Section 10(a) Prospectus), other documents required to be delivered to
eligible employees pursuant to Rule 428(b) or additional information
about the Accent Software International Ltd. Founders' Share Option
Plan and its administrators are available without charge by
contacting:
Accent Software International Ltd.
28 Pierre Koenig Street
Jerusalem 91530 Israel
Attention: Robert Trachtenberg
011-972-2-793-723, ext. 1242
1
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, heretofore filed by Accent Software
International Ltd., a company organized under the laws of the State of
Israel (the "Company"), with the Commission, are incorporated herein
by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.
(b) N/A.
(c) Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-1 filed with the
Commission on May 3, 1996, File Number 33-92754-A.
(d) The Company's Registration Statement on Form 8-A, as
amended, filed with the Commission on July 11, 1995,
File No. 0-26394.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date hereof and prior
to the filing of a post-effective amendment which indicates that all
the securities offered hereby have been sold or which deregisters all
such securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a
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.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Association provide that, to the
fullest extent permitted by the Israeli Companies' Ordinance (New
Version), 1983, as amended (the "Companies' Ordinance"), the Company
may indemnify its directors and officers for (a) any financial
liability imposed upon them for the benefit of a third party by a
judgment, including a settlement or arbitration decision certified by
a court, as a result of an act or omission of such person in his
capacity as a director or officer of the Company, and (b) reasonable
litigation expenses, including legal fees, incurred by such director
or officer or which he is obligated to pay by a court order, in a
proceeding brought against him by or on behalf of the
II-1
<PAGE>
<PAGE>
Company or by others, or in connection with a criminal proceeding in
which he was acquitted, in each case relating to acts or omissions of
such person in his capacity as a director or officer of the Company.
The Company's Articles of Association provide that, to the
fullest extent permitted by the Companies' Ordinance, the Company may
procure directors' and officers' liability insurance for (a) breach of
the duty of care by any director or offer owed to the Company or to
any other person, (b) breach of fiduciary duty by any officer or
director owed to the Company, provided such person acted in good faith
and had reasonable cause to assume that the action would not prejudice
the interests of the Company and (c) any financial liability imposed
upon any director or officer for the benefit of a third party by
reason of an act or omission of such person in his capacity as a
director or officer of the Company. The Company has obtained
directors' and officers' liability insurance that insures the
Company's directors and officers against such liabilities.
Under the Companies' Ordinance, the Company may not
indemnify or procure insurance coverage for the liability of its
Office Holders (as defined in the Companies' Ordinance) in respect of
any monetary obligation imposed by reason of (a) an act or omission
which constitutes a breach of fiduciary duty, except to the extent
described above, (b) a willful breach of the duty of care or reckless
disregard of the circumstances or consequences of such breach, (c) an
act or omission done with the intent to unlawfully realize personal
gain or (d) a fine or penalty imposed for a criminal offense.
The Companies' Ordinance defines an "Office Holder" to
include a director, general manager, chief executive officer,
executive vice president, vice president, other managers directly
subordinate to the general manager, and any person assuming the
responsibilities of the foregoing positions without regard to such
person's title.
In addition, pursuant to the Companies' Ordinance,
indemnification of, and procurement of insurance coverage for, an
Office Holder of the Company is permitted if it is approved by the
Company's Audit Committee and Board of Directors. In certain
circumstances, the Companies' Ordinance also requires approval of such
indemnification and insurance by the Company's shareholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
II-2
<PAGE>
<PAGE>
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
4.1 - Form of Ordinary Share Certificate (filed as Exhibit
4.1 to the Company's Registration Statement No.
33-92754).(1)
4.2 - Accent Software International Ltd. Share Purchase
Option.
5 - Opinion of Yigal Arnon & Co.
23 - Consent of Yigal Arnon & Co. (included in Exhibit 5).
__________________
(1) Incorporated by reference.
II-3
<PAGE>
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement;
(2) that, for the purpose of determining any liability
under the Securities Act, 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; and
(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.
II-4
<PAGE>
<PAGE>
(c) Insofar as indemnification for liabilities arising
under the Securities Act 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 Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
II-5
<PAGE>
<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 New York,
State of New York, on this 6th day of June, 1996.
ACCENT SOFTWARE INTERNATIONAL LTD.
June 6, 1996 By: /s/ ROBERT S. ROSENSCHEIN
-------------------------------------
Name: Robert S. Rosenschein
Title: President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ROBERT S. ROSENSCHEIN President, Chief June 6, 1996
------------------------------- Executive Officer and
Robert S. Rosenschein Director
/s/ MITCHELL JOELSON Executive Vice President June 6, 1996
------------------------------- and Director
Mitchell Joelson
/s/ JEFFREY ROSENSCHEIN Vice President, June 6, 1996
------------------------------- Engineering, Chief
Jeffrey Rosenschein Scientist, and Director
/s/ MICHAEL SONDHELM Controller June 6, 1996
------------------------------- (principal financial
Michael Sondhelm and accounting officer)
/s/ ELLIOTT B. BROIDY Director June 6, 1996
-------------------------------
Elliott B. Broidy
/s/ ROGER R. CLOUTIER, II Director June 6, 1996
-------------------------------
Roger R. Cloutier, II
II-6
<PAGE>
<PAGE>
Director
-------------------------------
Meldon E. Levine
Director
-------------------------------
Mark A. Tebbe
</TABLE>
II-7
<PAGE>
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
4.1 - Form of Ordinary Share Certificate (filed as Exhibit
4.1 to the Company's Registration Statement No.
33-92754).*
4.2 - Accent Software International Ltd. Share Purchase
Option.
5 - Opinion of Yigal Arnon & Co.
23 - Consent of Yigal Arnon & Co. (included in Exhibit 5).
---------------------
* Incorporated by reference.
II-8
NYFS06...:\45\11045\0004\2556\FRM6036N.330
<PAGE>
Option to Purchase 10,000 Shares
--------------------------------
KIVUN COMPUTERS COMPANY (1988) LIMITED
SHARE PURCHASE OPTION
-----------------------
EFFECTIVE 23 MARCH 1993
THIS CERTIFIES that HAIM S. CHASEMAN, I.D. No. ________ (herein
called the "Holder") shall, subject to his fulfilling the
provisions set out hereinafter, become entitled to purchase from
KIVUN COMPUTERS COMPANY (1988) LIMITED, an Israeli corporation
(hereinafter called the "Company") during the periods hereinafter
specified, up to 10,000 (ten thousand) shares (the "Shares") of
the Company's Ordinary Shares, NIS .01 par value, as now
constituted ("Ordinary Shares") for a price in New Israel Shekels
(NIS) equal to $0.3611 per Share. The Shares have not been
registered for public trading in any market. This option is
issued pursuant to an employment agreement between the Company
and the Holder, and vesting of the option, as well as the
exercise thereof, is subject to the terms specified herein, as
follows:
1. This option shall be deemed to have vested in the Holder
with respect to 2,500 (two thousand five hundred) shares as
of November 1, 1993. On November 1st of each of the next
three consecutive years, commencing November 1, 1994, during
which Holder has been a full-time employee of the Company,
this option shall vest in the Holder with respect to an
additional 2,500 (two thousand five hundred) shares until
the total of 10,000 (ten thousand) shares has vested.
2. Notwithstanding the aforesaid, if a public offering of the
Company's shares is effected, all Options shall immediately
vest and the Holder may exercise his rights under all
Options within 60 (sixty) days of the date that the
Registration Statement has become effective. After said 60
day (sixty-day) period, this Option shall lapse, and the
Holder shall have no right to purchase shares hereunder.
3. Subject to the provisions of section 2 above, the rights
represented by this Option, once vested, may be exercised at
any time, in whole or in part, and on more than one
occasion, by (i) surrender of this Option (with one of the
purchase forms at the end hereof properly executed) at the
principal executive office of the Company (or such other
office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder
and (ii) payment to the Company of the exercise price for
the number of Shares specified in the above mentioned
purchase form together with applicable share issuance taxes,
if any. This Option shall be deemed to have been exercised
immediately prior to the close of business on the date the
Option is surrendered and payment is made in accordance with
the foregoing provisions of this Paragraph 3. Provided
however that if the Company delays the date of exercise as
provided in Paragraph 7, this Option shall be deemed to have
been exercised
<PAGE>
<PAGE>
immediately prior to the close of business on the exercise
date specified by the Company as provided in Paragraph 7.
The certificates for the Shares so purchased shall be
delivered to the Holder within a reasonable time, not
exceeding 10 (ten) days, after the rights represented by
this Option shall have been so exercised.
In the event that the Option is exercised for less than the
total number of Shares that may be purchased, the Company
shall return the Option to the Holder, upon surrender, with
a notation of the number of Shares still available for
purchase under the Option (including those not yet vested).
4. The Company covenants and agrees that all Ordinary Shares
which may be issued upon exercise hereof against payment of
the above specified issue price will, upon issuance, be duly
and validly issued, fully paid and non-assessable and no
personal liability will attach to the Holder thereof. The
Company further covenants and agrees that, during the
periods within which this Option may be exercised, the
Company will at all times have authorized and reserved a
sufficient number of Ordinary Shares for issuance upon
exercise of this Option.
5. This Option shall not entitle the Holder to any voting
rights or other rights as a shareholder of the Company.
6. This Option shall be governed by and construed in accordance
with the laws of the State of Israel.
7. Notwithstanding anything herein to the contrary, if the
Holder elects to exercise an Option and if, at such time,
the shares of the Company are publicly traded, the Company
may delay the effective date of exercise if there is
material information regarding the Company which should be
disclosed to the Holder prior to such exercise, and such
Holder will not acknowledge that he has exercised this
Option without any representation of the Company as to its
business, financial condition or otherwise and such
information has not been disclosed to the public generally.
The Company may delay such exercise until such time as
counsel for the Company shall have advised the Company that
such information may properly be disclosed to the public or
until such time as the Board of Directors shall have
determined that disclosure of such information shall not
adversely affect a proposed transaction of the Company. The
Company may also delay such exercise until such time as
counsel for the Company shall have advised the Company that
such exercise should not be permitted unless there is
effective a registration statement covering the shares
issuable upon exercise of the Option, in which case the
exercise of the Option will be delayed until such time as
the Shares issuable upon exercise of the Options shall have
been included in a registration
<PAGE>
<PAGE>
statement which has become effective. The Company shall not
be liable to any Holder for any loss or expense which may
result from or relate to any delay of such exercise by the
Company under this paragraph 7.
8. This Option shall not be transferred, sold, assigned, or
charged ("Transferred"), except that it may be Transferred
to a company in which the Holder holds at least 90% (ninety
percent) of the issued and outstanding equity and voting
rights both at the date of transfer and the date of exercise
of the Option.
9. In the event that the outstanding Ordinary Shares of the
Company are, at any time, increased or decreased or changed
into or exchanged for a different number or kind of share or
other security of the Company or of another corporation
through reorganisation, merger, consolidation, liquidation,
recapitalisation, stock split, combination of shares, or
stock dividends payable with respect to such Ordinary
Shares, appropriate adjustments in the number and kind of
such securities then subject to this Option shall be made
effective as of the date of such occurrence so that the
position of the Holder upon exercise will be the same as it
would have been had it owned immediately prior to the
occurrence of such events the Ordinary Shares subject to
this Option. Such adjustment shall be made successively
whenever any event listed above shall occur, and the Company
will notify Holders of Options of each such adjustment.
IN WITNESS WHEREOF, Kivun Computers Company (1988) Limited has
caused this Option to be signed by its duly authorized officers
under its corporate stamp effective 23 March 1993.
KIVUN COMPUTERS COMPANY (1988) LIMITED
(Corporate Stamp) By:
--------------------------------
Attest:
--------------------------------
<PAGE>
<PAGE>
PURCHASE FORM
---------------
(To be signed only upon exercise of Option)
The undersigned, the Holder of the foregoing Option, hereby
irrevocably elects to exercise the purchase rights represented by
such Option for, and to purchase thereunder, shares of NIS
.01 par value Ordinary Shares, and herewith makes payment of $
therefore, and requests that the certificates for Ordinary
Shares be issued in the name(s) of, and delivered to ____________
____________________________________, whose address(es) is(are)
_________________________________________________________________
Dated this _____ day of __________ 199_.
NYFS06...:\45\11045\0004\2556\OPT5316T.500
<PAGE>
YIGAL ARNON & CO.
ADVOCATES AND NOTARY
JERUSALEM TEL AVIV
31 Hillel Street 3 Daniel Frisch Street
P.O. Box 69 P.O. Box 33777
Jerusalem 91000 Israel Tel Aviv 64731 Israel
June 2, 1996
Accent Software International Ltd.
28 Pierre Koenig Street
Jerusalem 93469
Israel
Dear Sir or Madam:
Re: Accent Software International Ltd.
Founders' Share Option Plan
We have acted as Israeli counsel to Accent Software International
Ltd., a company organized under the laws of the State of Israel (the
"Company"). As such, we have participated in the preparation of the
Company's registration statement on Form S-8 (the "Registration
Statement") relating to the registration of 10,000 Ordinary Shares of
the Company (the "Shares"), which may be issued upon the exercise of
options which have been granted under the Company's Founders' Share
Option Plan.
We have examined copies of the Memorandum of Association and the
Articles of Association, as amended, of the Company and such corporate
records, instruments, agreements and other documents relating to the
Company and such matters of law as we have considered necessary or
appropriate for the purpose of giving this opinion. In such
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the
conformity to authentic originals of all documents submitted to us as
copies.
Upon the basis of such examination, we are of the opinion that,
when issued upon the exercise of the options described above and upon
full payment by the option holders of the exercise price, and when any
necessary permits have been issued by such Israeli governmental
agencies as may have jurisdiction over such matters, the Shares will
be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm in the
aforesaid Form S-8.
Sincerely,
/s/ Yigal Arnon & Co.
Yigal Arnon & Co.
NYFS06...:\45\11045\0004\2556\LTR5316R.550
