As filed with the Securities and Exchange Commission on June 27, 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
GIGA INFORMATION GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 06-1422860
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
One Longwater Circle
Norwell, Massachusetts 02061
(781) 982-9500
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
GIGA INFORMATION GROUP, INC.
1997 DIRECTOR OPTION PLAN
(Full Title of Plan)
Robert K. Weiler
Chairman of the Board, Chief Executive Officer and President
Giga Information Group, Inc.
139 Main Street
Cambridge, Massachusetts 02142
(617) 949-4900
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Gerald S. Backman, P.C.
Weil, Gotshal & Manges, LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of Registration
Registered Registered(1) Offering Price Per Aggregate Offering Fee
Share(2) Price(2)
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<S> <C> <C> <C> <C> <C>
Common Stock, par value $.001 per share 250,000 $6.78 $1,695,000 $447.48
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(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 of the Securities Act of 1933.
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NY2:\913651\01\JKZ701!.DOC\47954.0001
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EXPLANATORY NOTE
This Registration Statement registers 250,000 additional shares of
common stock of Giga Information Group, Inc. (the "Company"), par value $0.001
per share, for issuance pursuant to the Company's 1997 Director Option Plan, as
amended. The contents of an earlier Registration Statement on Form S-8 in
respect of the Company's 1997 Director Option Plan, as filed with the Securities
and Exchange commission on September 28, 1998, Registration No. 333-64413, are
hereby incorporated by reference.
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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 Cambridge, State of Massachusetts, on this 27th day of
June, 2000.
GIGA INFORMATION GROUP, INC.
By: /s/ Robert K. Weiler
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Name: Robert K. Weiler
Title: Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Robert K. Weiler and Daniel M.
Clarke acting individually, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and 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 said
attorney-in-fact and agent, or his 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 by the following persons in the
capacities and on the date indicated.
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Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert K. Weiler Chairman of the Board of Directors, June 27, 2000
------------------- President and
Robert K. Weiler Chief Executive Officer
(Principal Executive Officer)
/s/ Daniel M. Clarke Senior Vice President, June 27, 2000
-------------------- Chief Financial Officer,
Daniel M. Clarke Treasurer and Secretary
(Principal Financial and
Accounting Officer)
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Signature Title Date
--------- ----- ----
/s/ A.G.W. Biddle, III Director June 27, 2000
----------------------
A.G.W. Biddle, III
/s/ Neill H. Brownstein Director June 27, 2000
-----------------------
Neill H. Brownstein
/s/ Richard L. Crandall Director June 27, 2000
-----------------------
Richard L. Crandall
/s/Gideon I. Gartner Director June 27, 2000
--------------------
Gideon L. Gartner
/s/ David L. Gilmour Director June 27, 2000
--------------------
David L. Gilmour
/s/ Bernard Goldstein Director June 27, 2000
---------------------
Bernard Goldstein
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
----------- ----------- --------
4(a) - Amended and Restated Certificate of Incorporation filed with the
Secretary of State of the State of Delaware on August 4, 1998
(incorporated by reference to Exhibit 3.1 of the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1998).
4(b) - Amended & Restated By-Laws adopted on July 9, 1998 and effective as
of August 4, 1998 (incorporated by reference to Exhibit 3.6 of
Amendment No. 1 to the Company's Registration Statement on Form S-1
(No. 333-52899), dated as of July 7, 1998).
4(c) - Giga Information Group, Inc. 1997 Director Option Plan (incorporated
by reference to Exhibit 10.22 of the Company's Registration Statement
on Form S-1 (No. 333-52899), dated as of May 15, 1998).
4(d) - Amendment No. 1 to Giga Information Group, Inc. 1997 Director Option
Plan.
5 - Opinion of Weil, Gotshal & Manges LLP.
23(a) - Consent of PricewaterhouseCoopers LLP.
23(b) - Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5).
24 - Power of Attorney (included as part of the signature page to this
Registration Statement and incorporated herein by reference).
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