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As filed with the Securities and Exchange Commission on July 18, 2000
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LANGUAGEWARE.NET (COMPANY) LTD.
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(Exact Name of Registrant as Specified in its Charter)
Israel N/A
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(State or Other (IRS Employer
Jurisdiction of Identification
Incorporation or Organization) Number)
102 South Tejon, Suite 320, Colorado Springs, Colorado 80903
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(719)955-3400
(Address of Principal Executive Offices)
EMPLOYEE SHARE OPTION PLAN (1995)
NON-EMPLOYEE SHARE OPTION PLAN (1998)
CEO SHARE OPTION PLAN (1999)
LANGUAGEWARE.NET (COMPANY) LTD. STAR+GLOBE SHARE OPTION PLAN (2000)
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(Full Title of Plan)
Todd A. Oseth Copies to:
Chief Executive Officer and President Herbert H. Davis III, Esq.
LanguageWare.net (Company) Ltd. Rothgerber Johnson & Lyons LLP
102 South Tejon, Suite 320 1200 17th Street, Suite 3000
Colorado Springs, Colorado 80903 Denver, Colorado 80202
---------------------------------------- (303) 623-9000
(Name and Address of Agent for Service)
(719) 955-3400
(Telephone Number of Agent for
Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Proposed Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share Price Fee
<S> <C> <C> <C> <C>
Ordinary Shares 13,266,639 $0.75(2) $9,949,979(2) $2,626.79
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, as amended, this Registration Statement also covers an indeterminate
number of shares which by reason of certain events specified in the plan may
become subject to the plan.
(2) Pursuant to Rule 457 under the Securities Act of 1933, as amended,
the proposed maximum offering price per share and the proposed maximum aggregate
offering price are estimated solely for purposes of calculating the registration
fee and are based upon the average of the bid and ask prices of the Ordinary
Shares as quoted on the NASDAQ Over-the Counter Bulletin Board on July 14, 2000.
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TABLE OF CONTENTS
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Page
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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT...................................................II-1
Item 3. Incorporation of Documents by Reference....................................................II-1
Item 5. Interests of Named Experts and Counsel.....................................................II-2
Item 6. Indemnification of Directors and Officers..................................................II-2
Item 8. Exhibits...................................................................................II-3
Item 9. Undertakings...............................................................................II-3
SIGNATURES...................................................................................................II-5
EXHIBIT INDEX................................................................................................II-7
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, all of which were previously filed
LanguageWare.net (Company) Ltd. (the "Company") (No. 0-26394) with the
Commission pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act"), are hereby incorporated by reference:
(1) the Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(2) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
(3) the Company's Current Report on Form 8-K filed with the SEC on
January 25, 2000, as amended on March 29, 2000;
(4) the Company's Current Report on Form 8-K filed with the SEC on
February 22, 2000, as amended on February 25, 2000;
(5) the description of the ordinary shares of the Company, par value
NIS 0.01 (the "Company Stock"), contained in the Company's Registration
Statement on Form 8-A, filed by the Company under Section 12 of the Exchange
Act.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated in this Registration Statement by reference
and to be a part hereof from the date of filing such documents. Any statement
contained herein or in a document, all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or replaces such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Company Stock registered pursuant to this
Registration Statement will be passed upon for the Company by the law firm of
Yigal Arnon & Co., 22 Rivlin Street, Jerusalem 91000, Israel, which has served
as special counsel to the Company in the preparation of this Registration
Statement. No members of this law firm have a substantial interest in the
Company or are employed on a contingent basis by the Company.
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 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.
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ITEM 8. EXHIBITS
The Company hereby undertakes that it will submit or has submitted any
of the plans intended to be qualified under Section 401 of the Internal Revenue
Code and any amendment thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan.
The following exhibits are attached to this registration statement:
4.1 Employee Share Option Plan (1995)*
4.2 Non-Employee Share Option Plan (1998)**
4.3 CEO Share Option Plan (1999)**
4.4 Languageware.net (Company) Ltd. Star+Globe Share Option Plan
(2000)***
5 Opinion of Yigal Arnon & Co.
23.1 Consent of BDO Seidman, LLP
23.2 Consent of BDO Shlomo Ziv & Co.
23.3 Consent of BDO International
23.4 Consent of Yigal Arnon & Co. (included in Exhibit 5 hereto)
24 Power of Attorney (included on signature page)
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* Incorporated by Reference from Exhibit 4.2 to Form S-8 filed May 22, 1996, SEC
File No. 333-04285.
** Incorporated by Reference from Exhibit 4.2 and 4.3, respectively, to Form S-8
filed January 3, 2000, SEC File No. 333-94019.
*** Incorporated by Reference from Exhibit 10.6(i) to Form 10-K filed March 30,
2000, SEC File No. 000-26394.
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this 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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(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.
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(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
(h) Filing of Registration Statement on Form S-8
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Colorado Springs and the State of Colorado, on this
18th day of July, 2000.
LANGUAGEWARE.NET (COMPANY) LTD.
/s/ Todd A. Oseth
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Todd A. Oseth, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Todd A. Oseth and Thomas B. Foster and
each one of them, acting individually and without the other, as his or her
attorney-in-fact, each with full power of substitution, for him and his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that such attorneys-in-fact and
agents or any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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/s/ Todd A. Oseth
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Todd A. Oseth Director, President July 18, 2000
and CEO (Principal
Executive Officer)
/s/ Thomas B. Foster
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Thomas B. Foster Chief Financial Officer July 18, 2000
(Principal Accounting and
Financial Officer)
/s/ Fred A. Snow
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Fred A. Snow Director, Chairman July 18, 2000
of the Board
/s/ Esther Dyson
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Esther Dyson Director July 18, 2000
/s/ Francis Vanderhoydonck
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Francis Vanderhoydonck Director July 18, 2000
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/s/ Thomas Denys
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Thomas Denys Director July 18, 2000
/s/ Juzar Motiwalla
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Juzar Motiwalla Director July 18, 2000
/s/ Harold L. Covert
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Harold L. Covert Director July 18, 2000
/s/ Daniel Forcart
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Daniel Forcart Director July 18, 2000
/s/ John O'Neil
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John O'Neil Director July 18, 2000
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Employee Share Option Plan (1995)*
4.2 Non-Employee Share Option Plan (1998)**
4.3 CEO Share Option Plan (1999)**
4.4 Languageware.net (Company) Ltd. Star+Globe Share
Option Plan (2000)***
5 Opinion of Yigal Arnon & Co.
23.1 Consent of BDO Seidman, LLP
23.2 Consent of BDO Shlomo Ziv & Co.
23.3 Consent of BDO International
23.4 Consent of Yigal Arnon & Co. (included in Exhibit 5 hereto)
24 Power of Attorney (included on signature page)
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* Incorporated by Reference from Exhibit 4.2 to Form S-8 filed May 22, 1996, SEC
File No. 333-04285.
** Incorporated by Reference from Exhibit 4.2 and 4.3, respectively, to Form S-8
filed January 3, 2000, SEC File No. 333-94019.
*** Incorporated by Reference from Exhibit 10.6(i) to Form 10-K filed March 30,
2000, SEC File No. 000-26394.
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