<PAGE>
As filed with the Securities and Exchange Commission on July 11, 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.
NON-EMPLOYEE SHARE OPTION PLAN (1995)
(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 .01 300,000 $29.8125 $8,943,750 $3,085
per share
<FN>
(1) This Registration Statement shall also cover any additional shares of Ordinary Shares which become issuable under
the Registrant's Non-Employee Share Option Plan (1995) 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 July 10, 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. Non-Employee Share Option
Plan (1995) 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.
II-1
<PAGE>
<PAGE>
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 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. Non-Employee Share
Option Plan (1995).
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 11th day of July, 1996.
ACCENT SOFTWARE INTERNATIONAL LTD.
July 11, 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 July 11, 1996
------------------------------- Executive Officer and
Robert S. Rosenschein Director
/s/ MITCHELL JOELSON Executive Vice President July 11, 1996
------------------------------- and Director
Mitchell Joelson
/s/ JEFFREY ROSENSCHEIN Vice President, July 11, 1996
------------------------------- Engineering, Chief
Jeffrey Rosenschein Scientist, and Director
/s/ MICHAEL SONDHELM Controller July 11, 1996
------------------------------- (principal financial
Michael Sondhelm and accounting officer)
/s/ ELLIOTT B. BROIDY Director July 11, 1996
-------------------------------
Elliott B. Broidy
/s/ ROGER R. CLOUTIER, II Director July 11, 1996
-------------------------------
Roger R. Cloutier, II
II-6
<PAGE>
<PAGE>
Director
-------------------------------
Esther Dyson
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. Non-Employee Share
Option Plan (1995).
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\FRM6036M.210
<PAGE>
EXHIBIT 4.2
-----------
LAST AMENDED JUNE 30, 1996
ACCENT SOFTWARE INTERNATIONAL LTD.
-----------------------------------
NON-EMPLOYEE SHARE OPTION PLAN (1995)
--------------------------------------
A. NAME AND PURPOSE
1. Name: This plan, as amended from time to time, shall
----
be known as the Accent Software International Ltd. Non-Employee Share
Option Plan (1995) (the "Plan").
2. Purpose: The purpose and intent of the Plan is to
-------
provide incentives to certain non-employee directors and consultants
of Accent Software International Ltd. ("Accent") or of any parent
corporation or subsidiary corporation of the Company now existing or
subsequently formed or acquired (Accent and its parent or subsidiary
corporations are collectively referred to as the "Company") by
providing them with opportunities to purchase shares in Accent,
pursuant to the Plan that was approved by the Board of Directors of
Accent.
B. GENERAL TERMS AND CONDITIONS OF THE PLAN
3. Administration:
--------------
3.1 The Plan will be administered by a Share Option
Committee (the "Committee"), which will consist of such number of
Directors of Accent (not less than two (2) in number), as may be fixed
from time to time by the Board of Directors of Accent. The Board of
Directors shall appoint the members of the Committee, may from time to
time remove members from, or add members to, the Committee and shall
fill vacancies in the Committee however caused. All members of the
Committee shall be disinterested persons within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
3.2 The Committee shall select one of its members as its
Chairman and shall hold its meetings at such times and places as it
shall determine. Actions at a meeting of the Committee at which a
majority of its members are present or acts reduced to or approved in
writing by all members of the Committee, shall be the valid acts of
the Committee. The Committee may appoint a Secretary, who shall keep
records of its meetings and shall make such rules and regulations for
the conduct of its business as it shall deem advisable.
3.3 Subject to the general terms and conditions of this
Plan and to the specific limitations set forth herein, the Committee
shall have full authority in its discretion, from time to time and at
any time, to interpret this Plan, with respect to persons to whom
Option Awards are granted who are not Directors of the Company, to
determine (i) the persons to whom Option Awards (as hereinafter
defined) shall be granted ("Grantees"), (ii) the
1<PAGE>
<PAGE>
number of shares to be covered by each Option Award, (iii) the time or
times at which the same shall be granted, (iv) the schedule and
conditions on which such Option Awards may be exercised and on which
such shares shall be paid for, and/or (v) any other matter which is
necessary or desirable for, or incidental to, the administration of
the Plan. All Option Awards granted pursuant to this Plan must be
exercised within five (5) years of the date of grant. Notwithstanding
anything to the contrary contained herein, options granted hereunder
to non-employees serving as Directors of the Company shall only be
granted pursuant to the provisions set forth in paragraph 6.3.
3.4 The Committee may from time to time adopt such rules
and regulations for carrying out the Plan as it may deem best. No
member of the Board of Directors or of the Committee shall be liable
for any action or determination made in good faith with respect to the
Plan or any Option Award granted thereunder.
3.5 The interpretation and construction by the Committee of
any provision of the Plan or of any Option Award thereunder shall be
final and conclusive unless otherwise determined by the Board of
Directors.
4. Eligible Grantees:
-----------------
4.1 [Reserved.]
4.2 Subject to this limitation and any restriction imposed
by applicable law, Option Awards may be granted to any director
("Director") or consultant of the Company, provided that such director
or consultant is not an employee of the Company. The grant of an
Option Award to a Grantee hereunder, shall neither entitle such
Grantee to participate, nor disqualify him from participating, in any
other grant of options pursuant to this Plan or any other share
incentive or share option plan of the Company or any of its
subsidiaries.
5. Reserved Shares: Accent has reserved 300,000
---------------
authorized but unissued Ordinary Shares (nominal value NIS 0.01 per
share) of Accent for purposes of the Plan, subject to adjustment as
provided in paragraph 10 hereof. Any shares under the Plan, in respect
of which the right hereunder of a Grantee to purchase the same shall
for any reason terminate, expire or otherwise cease to exist, shall
again be available for grant through Option Awards under the Plan.
6. Option Awards:
-------------
6.1 The Committee shall award to Grantees options to
purchase shares in Accent available under the Plan ("Option Awards")
in accordance with the provisions of Sections 6.3 and 6.4 below.
Option Awards may be granted at any time after this Plan
2<PAGE>
<PAGE>
has been approved by the Board of Directors of Accent (or prior to
this Plan being so approved, provided that the grant of such Option
Awards is made subject to such approval) and the shares reserved for
the Plan effectively created. The date of grant of each Option Award
shall be the date specified by the Committee at the time such award is
made.
6.2 The instrument granting an Option Award shall state,
inter alia, the number of shares covered thereby, the dates when it
may be exercised (subject to Section 8.1), the option price, the
schedule on which such shares may be paid for and such other terms and
conditions as the Committee at its discretion may prescribe, provided
that they are consistent with this Plan.
6.3 Subject to the general terms and conditions of this
Plan: (i) each non-employee who is serving as a Director at the time
of the adoption of this Plan shall receive an initial grant of an
Option Award to purchase 15,000 Ordinary Shares of Accent, of which
the right to purchase 7,500 Ordinary Shares shall vest upon grant, and
the right to purchase the balance of 7,500 Ordinary Shares shall vest
one year after the date of grant; (ii) each non-employee who becomes a
member of the Board of Directors at any time after the adoption of
this Plan shall receive an initial grant of an Option Award to
purchase 15,000 Ordinary Shares of Accent, which shall vest as to the
entire grant one year after the date of grant; and (iii) upon each
anniversary of an initial grant, provided the Grantee is still serving
as a member of the Board of Directors, the Grantee shall receive an
annual Option Award to purchase 3,000 Ordinary Shares of Accent, which
shall vest as to the entire grant six months after the date of grant.
6.4 The Committee may in its discretion grant Option Awards
to any consultant of the Company.
7. Option Prices:
-------------
7.1 The price per share covered by each Option Award shall
be 100% of the fair market value of each share as determined by the
Committee on the date of grant. If Accent's shares are publicly
traded on a securities market in the United States or in Israel, then
the fair market value of such shares on the date of grant shall be
equal to the closing sale price of such shares on the trading date
immediately preceding the date of such grant.
8. Exercise of Option Award:
------------------------
8.1 Option Awards shall be exercisable pursuant to the
terms under which they were awarded and subject to the terms and
conditions of this Plan.
3<PAGE>
<PAGE>
8.2 An Option Award, or any part thereof, shall be
exercisable by the Grantee's signing and returning to Accent at its
principal office a "Notice of Exercise" and a Share Incentive
Agreement (the "Agreement") in such form and substance as may be
prescribed by the Committee from time to time.
8.3 Anything herein to the contrary notwithstanding, but
without derogating from the provisions of paragraph 9 hereof, if any
Option Award, or any part thereof, has not been exercised and the
shares covered thereby not paid for within five (5) years after the
date of grant, such Option Award, or such part thereof, and the right
to acquire such shares shall terminate, all interests and rights of
the Grantee in and to the same shall expire.
8.4 Each payment for shares under an Option Award shall be
in respect of a whole number of shares, shall be effected in cash, by
a cashier's or certified check payable to the order of Accent, by
cashless exercise, or, with respect to persons to whom Option Awards
are granted who are not Directors of the Company, such other method of
payment acceptable to Accent as determined by the Committee, and shall
be accompanied by a notice stating the number of shares being paid for
thereby.
9. Termination of Service as a Director or Consultant:
--------------------------------------------------
9.1 If a Director Grantee should, for any reason (other
than by reason of death or disability) cease to be a Director of
Accent, all of his rights, if any, in respect of all Option Awards
granted to him under the Plan which are not yet exercisable on the
date of the cessation of the directorship shall terminate and all of
his rights in respect of such Option Awards which are exercisable on
the date of the cessation of the directorship, but are not exercised
within 90 days after such cessation of the directorship, shall
terminate upon the expiration of such 90 day period. In the event of
the resignation or dismissal of a Director, the Director shall, for
the purposes of this paragraph 9.1, be deemed to have ceased to be a
Director of the Company upon the delivery to the Company of notice of
resignation or the delivery to the Director of notice of dismissal, as
the case may be, irrespective of the effective date of such
resignation or dismissal.
9.2 If a Director Grantee should cease to be a Director of
Accent by reason of death or disability, all outstanding Option Awards
shall be deemed fully vested, and the successor in interest of the
Grantee may exercise such Option Awards in accordance with their
terms.
9.3 If a non-director consultant Grantee should, for any
reason (other than by reason of death or disability) cease to be a
consultant of the Company, all of his rights, if any, in
4<PAGE>
<PAGE>
respect of all Option Awards granted to him under the Plan which are
not yet exercisable on the date of the cessation of the consultancy
shall terminate and, unless otherwise determined by the Board of
Directors of Accent, all of his rights in respect of such Option
Awards which are exercisable on the date of the cessation of the
consultancy, but are not exercised within 90 days after such cessation
of the consultancy, shall terminate upon the expiration of such 90 day
period. In the event of the resignation of a consultant or the
termination of a consultancy, the consultant shall, for the purposes
of this paragraph 9.3, be deemed to have ceased to be a consultant of
the Company upon the delivery to the Company or notice of resignation
or the delivery to the consultant of notice of termination of the
consultancy, as the case may be, irrespective of the effective date of
such resignation or discharge. In the event the consultancy of a non-
director consultant Grantee is terminated by the Company for cause,
such Grantee shall not be entitled to exercise the Option Awards
subsequent to the time of delivery of the notice of discharge.
9.4 If a non-director consultant Grantee should die, or be
unable to continue to be employed by the Company by reason of becoming
incapacitated while in the employ of the Company as a result of an
accident or illness or other cause which is approved by the Committee,
such Grantee shall, subject to approval of the Committee (which shall
not be unreasonably withheld), continue to enjoy rights under the Plan
on such terms and conditions as the Committee in its discretion may
determine.
10. Adjustments. Upon the happening of any of the
-----------
following described events, a Grantee's rights to purchase shares
under the Plan shall be adjusted as hereinafter provided:
10.1 In the event the Ordinary Shares of Accent shall be
subdivided or combined into a greater or smaller number of shares or
if, upon a merger, consolidation, reorganization, recapitalization or
the like, the Ordinary Shares of Accent shall be exchanged for other
securities of Accent or of another corporation, each Grantee shall be
entitled, subject to the conditions herein stated, to purchase such
number of Ordinary Shares or amount of other securities of Accent or
such other corporation as were exchangeable for the number of Ordinary
Shares of Accent which such Grantee would have been entitled to
purchase except for such action, and appropriate adjustments shall be
made in the purchase price per share to reflect such subdivision,
combination or exchange.
10.2 In the event that Accent shall issue any of its
Ordinary Shares or other securities as bonus shares (stock dividend)
upon or with respect to any shares which shall at the time be subject
to a right of purchase by a Grantee hereunder, each Grantee upon
exercising such right shall be entitled to
5<PAGE>
<PAGE>
receive (for the purchase price payable upon such exercise), the
shares as to which he or she is exercising such right and, in addition
thereto (at no additional cost), such number of shares of the class or
classes in which such bonus shares (stock dividend) were declared, and
such amount of shares and the amount of cash in lieu of fractional
shares, as is equal to the shares which he would have received had he
been the holder of the shares as to which he is exercising his right
at all times between the date of the granting of such right and the
date of its exercise.
10.3 Upon the happening of any of the foregoing events, the
class and aggregate number of Ordinary Shares issuable pursuant to the
Plan (as set forth in paragraph 5, hereof), in respect of which Option
Awards have not yet been granted, shall also be appropriately adjusted
to reflect the events specified in paragraphs 10.1 and 10.2 above.
10.4 The Committee shall determine the specific adjustments
to be made under this paragraph 10, and its determination shall be
conclusive.
11. Assignability and Sale of Shares and Option Awards:
--------------------------------------------------
11.1 No shares purchasable hereunder which were not fully
paid for, shall be assignable or transferable by the Grantee. For
avoidance of doubt, the foregoing shall not be deemed to restrict the
transfer of a Grantee's rights in respect of Option Awards or shares
purchasable pursuant to the exercise thereof upon the death of such
Grantee to his estate or other successors by operation of law or will,
whose rights therein shall be governed by paragraph 9.2 hereof.
11.2 No Option Award may be transferred other than by will
or by the laws of descent and distribution, and during the Grantee's
lifetime an Option Award may be exercised only by him.
12. Securities Act of 1933; Israel Securities Law, 1967:
---------------------------------------------------
By his exercise of an Option Award hereunder, the Grantee agrees not
to sell, transfer or otherwise dispose of any of the shares so
purchased by him except in compliance with the United States
Securities Act of 1933, as amended, and the rules and regulations
thereunder and the Grantee further agrees that all certificates
evidencing any of such shares shall be appropriately legended to
reflect such restriction. Accent does not obligate itself to register
any shares under the United States Securities Act of 1933, as amended.
However, the securities being offered and/or issued hereby have been
issued in compliance with the Israel Securities Law, 1967.
6<PAGE>
<PAGE>
13. Term and Amendment of the Plan:
------------------------------
13.1 The Plan was adopted by the Board of Directors of
Accent on May 15, 1995, and shall expire on May 14, 2005 (except as to
Option Awards outstanding on that date). This Plan was approved by a
majority of Accent's shareholders on May 15, 1995 in accordance with
Regulation 240.16b-3(b) promulgated under the Exchange Act.
13.2 The Board of Directors may, at any time and from time
to time, terminate or amend the Plan in any respect except that,
without the prior approval of the Shareholders of Accent: (i) the
total number of Ordinary Shares which may be issued under the Plan may
not be increased (except by adjustment pursuant to paragraph 10
hereof); (ii) the provisions of paragraph 4.2 regarding the
eligibility may not be modified; and (iii) the provisions of paragraph
6.3 shall not be amended more than once in any six-month period other
than to comport with changes in the United States Internal Revenue
Code or the Employee Retirement Income Security Act of the United
States or the rules thereunder. In no event may any action of the
Company alter or impair the rights of a Grantee, without his consent,
under any Option Award previously granted to him.
14. Continuance of Status: Neither the Plan nor the
---------------------
Agreement shall impose any obligation on Accent or a subsidiary
thereof (to the extent there shall be one or more), to continue any
Grantee as a Director or as a consultant, and nothing in the Plan or
in any Option Award granted pursuant thereto shall confer upon any
Grantee any right to continue as a Director of or consultant to the
Company, as the case may be, or restrict the right of the
Shareholders, other directors or the Company, to remove the Director
as provided for in Accent's Articles of Association or to terminate
the consultancy.
15. Governing Law: The Plan and all instruments issued
-------------
thereunder or in connection therewith, shall be governed by, and
interpreted in accordance with, the laws of the State of Israel.
16. Application of Funds: The proceeds received by Accent
--------------------
from the sale of shares pursuant to Option Awards granted under the
Plan will be used for general corporate purposes of the Company.
17. Tax Consequences: Any tax consequences arising from
----------------
the grant or exercise of any Option Award, from the payment for shares
covered thereby or from any other event or act (of the Company or the
Grantee) hereunder, shall be borne solely by the Grantee.
Furthermore, the Grantee shall agree to indemnify the Company and hold
it harmless against and from any and all liability for any such tax or
interest or penalty thereon, including without limitation, liabilities
relating to the necessity to withhold, or to have withheld, any such
tax from any payment made to the Grantee.
7
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<PAGE>
EXHIBIT 5
---------
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
July 10, 1996
Accent Software International Ltd.
28 Pierre Koenig Street
Jerusalem 93469
Israel
Dear Sir or Madam:
Re: Accent Software International Ltd.
Non-Employee Share Option Plan (1995)
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 300,000 Ordinary Shares of
the Company (the "Shares"), which may be issued upon the exercise of
options which have been granted under the Company's Non-Employee Share
Option Plan (1995).
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,
Yigal Arnon & Co.
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