SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
ACCENT SOFTWARE INTERNATIONAL LTD.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ISRAEL N/A
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(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER
IDENTIFICATION NO.)
28 PIERRE KOENIG STREET
JERUSALEM, ISRAEL 91530
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES AND IS
EFFECTIVE UPON FILING PURSUANT TO GENERAL INSTRUCTION A(C)(1) PLEASE CHECK THE
FOLLOWING BOX. [_]
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES AND IS TO
BECOME EFFECTIVE SIMULTANEOUSLY WITH THE EFFECTIVENESS OF A CONCURRENT
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PURSUANT TO GENERAL
INSTRUCTION A(C)(2) PLEASE CHECK THE FOLLOWING BOX. [_]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE SECURITIES EXCHANGE
ACT OF 1934:
NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE SECURITIES EXCHANGE
ACT OF 1934:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
UNITS, CONSISTING
OF ONE ORDINARY SHARE, THE NASDAQ SMALLCAP MARKET
NIS .01 PAR VALUE PER SHARE,
AND ONE REDEEMABLE WARRANT,
TO PURCHASE AN ORDINARY SHARE,
EXPIRING ______ ___, 2001
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant hereby incorporates by reference the description
of the Units registered hereby as set forth in the following documents
previously filed or to be filed by the Registrant with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the Securities Act"):
(1) the description set forth under the caption "Description of
Securities," contained in Amendment No. 2 to the Registrant's Registration
Statement on Form S-1 filed with the Commission on November 7, 1996
(Registration No. 333-7637); and
(2) the description set forth under the caption "Description of
Securities" in any subsequent amendment or in the final Prospectus Supplement
relating to the Securities to be filed with the Commission pursuant to Rule
424(b) under the Securities Act.
ITEM 2. EXHIBITS.
I-1 - Form of Units
I-2 - Form of Redeemable Warrant Agreement (included as Exhibit 4.6
to Amendment No. 2 to the Registrant's Registration Statement on
Form S-1 filed with the Commission on November 7, 1996
(Registration No. 333-7637)
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 14, 1996
ACCENT SOFTWARE INTERNATIONAL LTD.
By: /s/ Herbert Zlotogorski
-------------------------------
Name: Herbert Zlotogorski
Title: Senior Vice President
3
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
I-1 - Form of Units
I-2 - Form of Redeemable Warrant Agreement (included as Exhibit 4.6
to Amendment No. 2 to the Registrant's Registration Statement on
Form S-1 filed with the Commission on November 7, 1996
(Registration No. 333-7637)
4
NYFS06...:\45\11045\0006\1324\FRMN116L.080
EXHIBIT I-1
Prior to the close of business on ________, 1997 or such
earlier date as may be consented to by Sands Brothers & Co.,
Ltd. (the "Separation Date"), this Certificate evidencing
NUMBER Unit(s), each consisting of one Ordinary Share nominal value UNITS
NIS .01 per share, and one Redeemable Warrant to purchase
one Ordinary Share may be combined, exchanged or transferred
only as Units. And the Ordinary Shares and the Redeemable
Warrant(s) included in the Unit(s) evidenced by this
Certificate may not be split up, exchanged or transferred
separately. On and prior to the Separation Date, this
Certificate shall evidence the number of Ordinary Shares and
the number of Redeemable Warrants set forth herein. The
Redeemable Warrants evidenced hereby are issued under and
pursuant to that certain warrant agreement (the "Agreement")
dated as of ______, 1996 between the Company, Sands Brothers
& Co., Ltd and American Stock Transfer & Trust Company, as
Warrant Agent, to which Agreement and any instruments
supplemental thereto reference is hereby made for a
description of the rights of the holders of Redeemable
Warrants issued under and pursuant thereto and the terms and
conditions on which such Redeemable Warrants are issued and
are to be held all to the same effect as if the provisions
of the Agreement and all instruments supplemental thereto
were herein set forth, to all of which provisions the holder
of this Certificate by acceptance hereof assents. The
Company will furnish to the holder of this Certificate upon
request and without charge, a copy of the Agreement. The
Agreement provides for adjustment in the number of Ordinary
Shares to be delivered upon the exercise of the Redeemable
Warrants included in the Unit(s) evidenced hereby and to the
exercise price of such Redeemable Warrants in certain events
therein set forth.
ACCENT SOFTWARE INTERNATIONAL LTD.
INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL
THIS CERTIFIES THAT CUSIP M01 575 154
SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
is the owner of
UNITS OF
ACCENT SOFTWARE INTERNATIONAL LTD.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized Attorney, upon surrender of this Certificate, properly
endorsed.
This Certificate is not valid until countersigned and registered by
the Transfer Agent and Registrar. IN WITNESS WHEREOF the Company has
caused the facsimile signatures of its duly authorized officers to
be printed hereon.
Dated:
Countersigned and Registered:
American Stock Transfer & Trust Company
Transfer Agent and Registrant
SECRETARY PRESIDENT
<PAGE>
ACCENT SOFTWARE INTERNATIONAL LTD.
The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- _________ Custodian __________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act __________________________
tenants in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
ORDINARY SHARE AND REDEEMABLE WARRANT EXCHANGE FORM
(To be executed by the Registered Owner to exercise the right to exchange this
Unit Certificate for that number of Ordinary Shares and Redeemable Warrants
evidenced by this Unit Certificate)
The undersigned hereby irrevocably tenders this Unit Certificate in
exchange for that number of Ordinary Shares and Redeemable Warrants of
Accent Software International Ltd. evidenced by this Unit Certificate,
pursuant to and in accordance with the terms and conditions of this
Unit Certificate and the Warrant Agreement.
Please issue the Ordinary Shares and Redeemable Warrant certificates
for which this Unit Certificate is being exchanged in accordance with
the instructions given below.
Dated _______________, 19__ Signature:_____________________________
INSTRUCTIONS FOR REGISTRATION OF ORDINARY SHARES AND REDEEMABLE
WARRANT CERTIFICATES
Name____________________________________________________________________________
(Print in Block Letters)
Address_________________________________________________________________________
ASSIGNMENT
FOR VALUE RECEIVED____________________does hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ----------------------------------------
- ----------------------------------------
________________________________________________________________________________
(Please Print or Typewrite Name and Address, Including Zip Code of Assignee)
_______ Units, each unit comprised of one Ordinary Share of Accent Software
International Ltd. and one Redeemable Warrant, as represented by the within
Certificate, and does hereby irrevocably constitute and appoint
______________________________________________________________________ attorney
to transfer the said Units on the books of Accent Software International Ltd.
with full power of substitution in the premises
Dated _______________, 19__ Signature:___________________________________
__________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER
Signature(s) Guaranteed:
____________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15
REFERENCE IS MADE TO THE WARRANT AGREEMENT REFERRED TO ON THE FRONT SIDE HEREOF
AND THE PROVISIONS OF SUCH WARRANT AGREEMENT SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH ON THE FRONT OF THIS CERTIFICATE.
