As filed with the Securities and Exchange Commission on May 22, 1996
Registration No. 333-
================================================================================
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 (I.R.S. Employer
of incorporation or organization) Identification Number)
28 Pierre Koenig Street
Jerusalem 91530 Israel
011-972-2-793-723
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
_________
ACCENT SOFTWARE INTERNATIONAL LTD.
EMPLOYEE SHARE OPTION PLAN (1995)
(Full title of the Plan)
Prentice-Hall Corporations System, Inc.
375 Hudson Street, 11th Floor
New York, New York 10014
(Name and address of agent for service)
(212) 463-2700
(Telephone number, including area code, of agent for service)
__________
Copies to:
Stephen M. Besen, Esq. Barry P. Levenfeld, Esq.
Weil, Gotshal & Manges 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 Amount to aggregate Offering aggregate Amount of
securities to be registered be registered(1) price per share(2) Offering price(2) registration fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary Shares, nominal value NIS .01 750,000 $49.50 $37,125,000 $12,802
per share
====================================================================================================================
<FN>
(1) This Registration Statement shall also cover any additional shares of
Ordinary Shares which become issuable under the Registrant's 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 May 17, 1996.
</FN>
</TABLE>
<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. 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
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<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 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
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<PAGE>
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.
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<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).*
4.2 - Accent Software International Ltd. Employee Share Option Plan (1995).
5 - Opinion of Yigal Arnon & Co.
23 - Consent of Yigal Arnon & Co. (included in Exhibit 5).
- --------
* Incorporated by reference.
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<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.
(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
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<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.
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<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 22nd day of May,
1996.
ACCENT SOFTWARE INTERNATIONAL LTD.
May 22, 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.
SIGNATURE TITLE DATE
/s/ ROBERT S. ROSENSCHEIN President, Chief May 22, 1996
- -------------------------- Executive Officer and
Robert S. Rosenschein Director
/s/ MITCHELL JOELSON Executive Vice President May 22, 1996
- -------------------------- and Director
Mitchell Joelson
/s/ JEFFREY ROSENSCHEIN Vice President, May 22, 1996
- -------------------------- Engineering, Chief
Jeffrey Rosenschein Scientist, and Director
/s/ MICHAEL SONDHELM Controller May 22, 1996
- -------------------------- (principal financial
Michael Sondhelm and accounting officer)
/s/ ELLIOTT B. BROIDY Director May 22, 1996
- --------------------------
Elliott B. Broidy
/s/ ROGER R. CLOUTIER, II Director May 22, 1996
- --------------------------
Roger R. Cloutier, II
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<PAGE>
Director
- --------------------------
Meldon E. Levine
Director
- --------------------------
Mark A. Tebbe
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<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. Employee Share
Option Plan (1995)
5 - Opinion of Yigal Arnon & Co
23 - Consent of Yigal Arnon & Co. (included in Exhibit 5.).
---------------------
* Incorporated by reference.
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NYFS06...:\45\11045\0004\1680\FRM4116T.30D
EXHIBIT 4.2
LAST AMENDED APRIL 1996
ACCENT SOFTWARE INTERNATIONAL LTD.
----------------------------------
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. Employee Share Option Plan (1995) (the
"Plan").
2. Purpose: The purpose and intent of the Plan is to provide
-------
incentives to employees of Accent Software International Ltd. (the "Company") or
of any parent corporation or subsidiary corporation of the Company (each as
defined in Section 424 of the Internal Revenue Code of 1986, as amended (the
"Code")) ("Affiliates") now existing or subsequently formed or acquired by
providing them with opportunities to purchase shares in the Company, pursuant to
the Plan that was approved by the Board of Directors of the Company.
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 the Company (not
less than two (2) in number), as may be fixed from time to time by the Board of
Directors of the Company. 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, the
Committee shall have full authority in its discretion, from time to time and at
any time, to determine (i) the persons to whom Option Awards (as hereinafter
defined) shall be granted ("Grantees"), (ii) the 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. In determining the number of shares covered by the Option Awards to
be granted to each Grantee, the Committee shall consider, among other things,
the Grantee's salary and the duration of the Grantee's employment by the
Company.
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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 No Option Award may be granted pursuant to this Plan to any
person serving as a member of the Committee at the time of the grant.
4.2 Subject to this limitation and any restriction imposed by
applicable law, Option Awards may be granted to any officer, key employee or
other employee of the Company or an Affiliate, whether or not a director of the
Company or Affiliate ("Employee"). 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. Trustee: The Option Awards and/or shares in the Company which
-------
will be issued upon the exercise of the Option Awards may be held in trust, by a
trustee (the "Trustee"). The Trustee shall hold the same pursuant to the
Company's instructions from time to time. The Trustee shall not use the voting
rights vested in such shares and shall not exercise such rights in any way
whatsoever, except in cases when, at its discretion and after consulting with
the Committee, the Trustee believes that the said rights should be exercised for
the protection of the Grantees as a minority among the Company's shareholders.
6. Reserved Shares: The Company has reserved 500,000 authorized but
---------------
unissued Ordinary Shares (nominal value NIS 0.01 per share) of the Company for
purposes of the Plan, subject to adjustment as provided in paragraph 11 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.
7. Option Awards:
-------------
7.1 The Committee in its discretion may award to Grantees options to
purchase shares in the Company available under the Plan ("Option Awards"). The
Plan is intended to be a Section 102 Employee Option Plan within the meaning of
the Israel Income Tax Ordinance (New Version). The Option Awards granted under
the Plan are intended to be either incentive share options ("Incentive Options")
within the meaning of Section 422 of the Code, or options ("Non-Qualified
Options"). The Company makes no warranty, however, as to the qualification of
any Option Award as an Incentive Option. Option Awards may be granted at any
time after this Plan has been approved by the Board of Directors of the Company
(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
2
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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.
7.2 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 9.1), 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.
8. Option Prices:
-------------
8.1 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, or such other percentage as determined by the Committee;
provided, however, that in the case of an Incentive Option granted to an
Employee who, at the time such Incentive Option is granted, owns shares
possessing more than ten percent (10%) of the total combined voting power of all
classes of shares of the Company or any subsidiary corporation or parent
corporation, the purchase price for each share shall be not less than one
hundred ten percent (110%) of the fair market value per share at the date the
Option Award is granted. In determining the share ownership of an Employee for
any purpose under the Plan, the rules of Section 424(d) of the Code shall be
applied, and the Committee may rely on representations of fact made to it by the
Employee and believed by it to be true.
9. Exercise of Option Award:
------------------------
9.1 Option Awards shall be exercisable pursuant to the terms under
which they were awarded and subject to the terms and conditions of this Plan;
provided, however, that in no event shall an Incentive Option be exercisable
after the expiration of ten (10) years from the date such Option Award is
granted; provided, further, that in the case of an Incentive Option granted to a
-------- -------
person who, at the time such Incentive Option is granted, owns shares possessing
more than ten percent (10%) of the total combined voting power of all classes of
shares of the Company or of any subsidiary corporation or parent corporation of
the Company, such Incentive Option shall not be exercisable after the expiration
of five (5) years from the date such Incentive Option is granted.
9.2 An Option Award, or any part thereof, shall be exercisable by
the Grantee's signing and returning to the Company at its principal office (and
to the Trustee, where applicable), 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.
9.3 Anything herein to the contrary notwithstanding, but without
derogating from the provisions of paragraph 10 hereof, if any Option Award, or
any part thereof, has not been exercised and the shares covered thereby not paid
for within ten (10) years after the date of grant (or any other period set forth
in the instrument granting such Option Award pursuant to Section 7), 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, and, in the event that in connection therewith any shares are held in
trust as aforesaid, such trust shall expire and the Trustee shall thereafter
hold such shares in an unallocated pool until instructed by the Company that
some or all of such shares are again to be held in trust for one or more
Grantees.
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<PAGE>
9.4 Except as otherwise provided under the Code, to the extent that
the aggregate fair market value of shares for which Incentive Options (under all
share option plans of the Company and of any parent corporation or subsidiary
corporation of the Company) are exercisable for the first time by an Employee
during any calendar year exceeds one hundred thousand dollars ($100,000), such
Option Awards shall be treated as Non-Qualified Options. For purposes of this
limitation, (a) the fair market value of shares is determined as of the time the
Option Award is granted and (b) options will be taken into account in the order
in which they were granted.
9.5 Each payment for shares under an Option Award shall be in
respect of a whole number of shares, shall be effected in cash or by a cashier's
or certified check payable to the order of the Company, or such other method of
payment acceptable to the Company as determined by the Committee, and shall be
accompanied by a notice stating the number of shares being paid for thereby.
10. Termination of Employment:
-------------------------
10.1 In General: Subject to the provisions of paragraph 10.2 hereof,
----------
if a Grantee should, for any reason, cease to be employed by the Company, 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 employment
shall terminate and, unless otherwise determined by the Board of Directors of
the Company, all of his rights in respect of such Option Awards which are
exercisable on the date of the cessation of employment, but are not exercised
within 90 days after such cessation of employment, shall terminate upon the
expiration of such 90 day period. In the event of resignation or discharge of a
Grantee from the employ of the Company or a subsidiary thereof, his or her
employment shall, for the purposes of this paragraph 10.1, be deemed to have
ceased upon the delivery to the Company of notice of resignation or the delivery
to the employee of notice of discharge, as the case may be, irrespective of the
effective date of such resignation or discharge. In the event the employment of
a 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.
10.2 Death, Disability, Retirement: Anything herein to the contrary
-----------------------------
notwithstanding: If a Grantee should die, or if a Grantee is 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, or if a Grantee should retire, 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.
11. 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.
11.1 In the event the Ordinary Shares of the Company 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 the Company shall be exchanged for other securities of the
Company 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 the Company or such other corporation as were
exchangeable for the number of Ordinary Shares of the Company which such Grantee
would have been entitled to purchase except for such action, and
4
<PAGE>
appropriate adjustments shall be made in the purchase price per share to reflect
such subdivision, combination or exchange.
11.2 In the event that the Company 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
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.
11.3 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 6, hereof), in respect of which Option Awards have not yet
been granted, shall also be appropriately adjusted to reflect the events
specified in paragraphs 11.1 and 11.2 above.
11.4 The Committee shall determine the specific adjustments to be
made under this paragraph 11, and its determination shall be conclusive.
12. Assignability and Sale of Shares:
--------------------------------
12.1 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 10.2 hereof.
12.2 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.
13. 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. The Company 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.
5
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14. Term and Amendment of the Plan:
------------------------------
14.1 The Plan was adopted by the Board of Directors of the Company
on May 15, 1995, and shall expire on May 14, 2005 (except as to Option Awards
outstanding on that date). This Plan was approved on May 15, 1995 by a majority
of the Company's shareholders in accordance with Regulation 240.16b-3(b)
promulgated under the Exchange Act.
14.2 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 the Company: (i) the total number of Ordinary
Shares which may be issued under the Plan may not be increased (except by
adjustment pursuant to paragraph 11 hereof) and (ii) the provisions of paragraph
4.1 regarding the eligibility may not be modified. 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.
15. Continuance of Employment: Neither the Plan nor the Agreement
-------------------------
shall impose any obligation on the Company or a subsidiary thereof (to the
extent there shall be one or more), to continue any Grantee in its employ, and
nothing in the Plan or in any Option Award granted pursuant thereto shall confer
upon any Grantee any right to continue in the employ of the Company or a
subsidiary thereof, or restrict the right of the Company or a subsidiary
thereof, to terminate such employment at any time.
16. 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.
17. Application of Funds: The proceeds received by the Company from
--------------------
the sale of shares pursuant to Option Awards granted under the Plan will be used
for general corporate purposes of the Company or any subsidiary thereof.
18. 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 corporation that employs the Grantee or the
Grantee) hereunder, shall be borne solely by the Grantee. Furthermore, the
Grantee shall agree to indemnify the corporation that employs the Grantee and
the Trustee and hold them 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.
6
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
May 20, 1996
Accent Software International Ltd.
28 Pierre Koenig Street
Jerusalem 93469
Israel
Dear Sir or Madam:
Re: ACCENT SOFTWARE INTERNATIONAL LTD.
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 750,000 Ordinary Shares of the Company (the "Shares"), which may
be issued upon the exercise of options which have been granted under the
Company's 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
this 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.
