<PAGE>
As filed with the Securities and Exchange Commission on January 4, 2000
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LANGUAGEWARE.NET (COMPANY) LTD.
--------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Israel N/A
-------- -----
(State or Other (IRS Employer
Jurisdiction of Identification
Incorporation or Organization) Number)
C/O Yigal Arnon & Co., 22 Rivlin Street, Jerusalem 91000, Israel
-----------------------------------------------------------------
011-972-2-623-9200
------------------
(Address of Principal Executive Offices)
EMPLOYEE SHARE OPTION PLAN (1995)
---------------------------------
NON-EMPLOYEE SHARE OPTION PLAN (1998)
-------------------------------------
CEO SHARE OPTION PLAN (1999)
----------------------------
(Full Title of Plan)
<TABLE>
<S> <C>
Todd Oseth Copies to:
Chief Executive Officer and President -------------------------
LanguageWare.net (Company) Ltd. Herbert H. Davis III, Esq.
2864 South Circle Drive, Ste. 500 Rothgerber Johnson & Lyons LLP
Colorado Springs, Colorado 80906 1200 17th Street, Suite 3000
- -------------------------------------------- Denver, Colorado 80202
(Name and Address of Agent for Service) (303) 623-9000
(719) 955-3400
- --------------------------------------------
(Telephone Number of Agent for
Service)
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
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 4,350,000 $0.805(2) $3,501,750(2) $924.46
==========================================================================================================
</TABLE>
(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 December 30,
1999.
<PAGE>
TABLE OF CONTENTS
Page
----
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 - 1
Item 6. Indemnification of Directors and Officers................. II - 2
Item 8. Exhibits.................................................. II - 2
Item 9. Undertakings.............................................. II - 3
SIGNATURES.............................................................. II - 4
EXHIBIT INDEX........................................................... II - 5
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 and Amendment No. 1 to Form
10-K for the year ended December 31, 1998;
(2) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30, and September 30, 1999;
(3) the Company's Current Report on Form 8-K dated October 18, 1999; and
(4) 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.
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.
II-1
<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 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 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)
5 Opinion of Yigal Arnon & Co.
II-2
<PAGE>
23.1 Consent of Luboshitz, Kasierer & Co., a Member Firm of Arthur
Andersen
23.2 Consent of Yigal Arnon & Co. (included in Exhibit 5 hereto)
24 Power of Attorney
________________________
* Incorporated by Reference from Exhibit 4.2 to Form S-8 filed May 22, 1996, SEC
File No. 333-04285.
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.
(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.
II-3
<PAGE>
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
__th day of December, 1999.
LanguageWare.net (Company) Ltd.
/s/ Todd A. Oseth
-------------------------------------------------
Todd A. Oseth, Chief Executive Officer,
President and Director
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.
Signature Title Date
- --------- ----- ----
/s/ Todd A. Oseth President, CEO, Director December 30, 1999
- ----------------- (principal executive
Todd A. Oseth and financial officer)
/s/ Esther Dyson Director December 30, 1999
- ----------------
Esther Dyson
/s/ Robert Kutnick Director December 30, 1999
- ------------------
Robert Kutnick
/s/ Chantal Mestdagh Director December 30, 1999
- --------------------
Chantal Mestdagh
/s/ Francis Vanderhoydonck Director December 30, 1999
- --------------------------
Francis Vanderhoydonck
II-4
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Employee Share Option Plan (1995)*
4.2 Non-Employee Share Option Plan (1998)
4.3 CEO Share Option Plan (1999)
5 Opinion of Yigal Arnon & Co.
23.1 Consent of Luboshitz, Kasierer & Co., a Member Firm of
Arthur Andersen
23.2 Consent of Yigal Arnon & Co. (included in Exhibit 5 hereto)
24 Power of Attorney
________________________
* Incorporated by Reference from Exhibit 4.2 to Form S-8 filed May 22, 1996, SEC
File No. 333-04285.
II-5
<PAGE>
EXHIBIT 4.2
-----------
NON-EMPLOYEE SHARE OPTION PLAN (1998)
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 (1998) (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 committee of the Board of Directors (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
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 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
<PAGE>
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 600,000 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 has been approved by the Board of Directors and the Shareholders 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 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
<PAGE>
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, a non-employee
who serves as a Director of the Company shall be entitled to receive grants of
Option Awards as follows: (i) each of the non-employee Directors of the Company
who was serving as such non-employee Director on January 1, 1997, provided they
are serving as a director of the Company upon the adoption of the Non-Employee
Share Option Plan, shall receive an initial grant of an Option Award to purchase
35,000 Ordinary Shares, which shall vest as to the entire grant upon the date of
grant; (ii) each of all other non-employees 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 25,000 Ordinary Shares of Accent, which shall vest as to the
entire grant six months after the date of grant; (iii) 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 50,000
Ordinary Shares of Accent, which shall vest as to the entire grant one year
after the date of grant; and (iv) upon each anniversary of an initial grant,
provided that such non-employee is still serving as a member of the Board of
Directors, such non-employee Director shall receive an annual Option Award to
purchase 25,000 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 to any eligible director
of the Company shall be 100% of the fair market value of each share as
determined by the Committee on the date of grant. If Accent's share's 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 the date of such grant.
7.2 The price per share covered by each Option Award to any consultant of the
Company shall be determined by the Committee in its discretion on the date of
the 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.
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.
<PAGE>
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 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.
<PAGE>
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 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 the Grantee.
12. ACT OF 1933; ISRAEL SECURITIES LAW, 1967: By the 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
<PAGE>
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.
13. TERM AND AMENDMENT OF THE PLAN:
13.1 The Plan was adopted by the Board of Directors of Accent on April 23,
1998, and shall expire on April 23, 2008 (except as to Option Awards outstanding
on that date). This Plan was approved by a majority of Accent's shareholders on
May 28, 1998, 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 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 ursuant 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.
<PAGE>
EXHIBIT 4.3
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CEO SHARE OPTION PLAN (1999)
A. NAME AND PURPOSE
1. Name: This plan, as amended from time to time, shall be known as the
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Accent Software International Ltd. CEO Share Option Plan (1999) (the "Plan").
2. Purpose: The purpose and intent of the Plan is to provide
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incentives to the CEO 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 him 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:
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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.
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.
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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:
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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 Chief Executive Officer of the Company
or an Affiliate, whether or not a Director of the Company or Affiliate ("CEO").
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
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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 2,000,000 authorized but
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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:
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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
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:
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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,
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however, that in the case of an Incentive Option granted to a CEO who, at the
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time
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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 a CEO 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 CEO and believed by it to be true..
9. Exercise of Option Award:
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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
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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
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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.
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 a CEO 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:
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10.1 In General: Subject to the provisions of paragraph 10.2 hereof, if a
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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
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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
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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
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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 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:
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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: By his exercise of an Option Award hereunder,
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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.
14. Term and Amendment of the Plan:
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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
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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
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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
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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
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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.
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EXHIBIT 5
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YIGAL ARNON & CO.
ADVOCATES AND NOTARY
December 30, 1999
LanguageWare.net (Company) Ltd.
22 Rivlin Street
Jerusalem 91000, Israel
Dear Sir or Madam:
Re: Employee Share Option Plan (1995)
Non-Employee Share Option Plan (1998)
CEO Share Option Plan (1999)
We have acted as Israeli counsel to LanguageWare.net (Company) 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
4,350,000 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), Non-Employee Share Option Plan (1998) and CEO
Share Option Plan (1999).
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 Company and such matters of law as we
have considered necessary or appropriate for the purpose of giving this opinion.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic originals of all documents submitted to us as copies.
Upon the basis of such examination, we are of the opinion that, when issued upon
the exercise of the options described above and upon full payment by the option
holders of the exercise price, and when any necessary permits have been issued
by such Israeli governmental agencies as may have jurisdiction over such
matters, the Shares will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to this firm in the aforesaid Form S-8.
Sincerely,
/s/ Yigal Arnon & Co.
Yigal Arnon & Co.
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this form S-8 of our report dated March 26, 1999 included in Accent
Software International Ltd. Form 10-K for the year ended December 31, 1998. It
should be noted that we have not audited any financial statements of the
company, subsequent to December 31, 1998 or performed any audit procedures
subsequent to the date of our report.
/s/ LUBOSHITZ, KASIERER
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LUBOSHITZ, KASIERER
Member Firm of Arthur Andersen
Tel Aviv, Israel
December 29, 1999
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EXHIBIT 24
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POWER OF ATTORNEY
Each person executing this Power of Attorney hereby appoints Todd Oseth, as
his attorney-in-fact to execute and to file such amendments to this Form S-8
Registration Statement as such attorneys-in-fact, or either of them, may deem
appropriate or withdraw from the registration process this Registration
Statement.
Signature Title Date
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/s/ Todd A. Oseth President, CEO, Director December 30, 1999
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Todd A. Oseth and financial officer)
/s/ Esther Dyson Director December 30, 1999
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Esther Dyson
/s/ Robert Kutnick Director December 30, 1999
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Robert Kutnick
/s/ Chantal Mestdagh Director December 30, 1999
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Chantal Mestdagh
/s/ Francis Vanderhoydonck Director December 30, 1999
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Francis Vanderhoydonck
