As filed with the Securities and Exchange Commission on November 12, 1999
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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SIMWARE INC.
(Exact name of registrant as specified in its charter)
Canada Not Applicable
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
2 Gurdwara Road
Ottawa, Ontario K2G 1A2
(Address of Principal Executive Offices) (zip code)
SIMWARE INC. STOCK OPTION PLAN
SIMWARE INC. EMPLOYEE SHARE PURCHASE PLAN
(Full title of the plans)
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MICHAEL R. PECKHAM
Vice-President, Finance and Administration
Simware Corp.
945 Concord Street, Suite 213
Framingham, MA 01701
(Name and address of agent for service)
(508) 620-4772
(Telephone number, including area code, of agent for service)
-----------
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
RICHARD H. GILDEN, ESQ.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
(212) 318-3000
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<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
- ------------------------------------- --------------------- ------------------------- ------------------------- ==================
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered <F1> offering price per aggregate offering registration fee
share <F2> price <F2>
- ------------------------------------- --------------------- ------------------------- ------------------------- ==================
Common Shares, without par value 815,000 shares <F3> $3.72 $3,031,800 $843.00
===================================== ===================== ========================= ========================= ==================
Common Shares, without par value 22,300 shares <F4> $3.72 $82,956 $24.00
===================================== ===================== ========================= ========================= ==================
<FN>
<F1> Plus such additional indeterminable number of shares as may be required
pursuant to the Simware Inc. Stock Option Plan and the Simware Inc.
Employee Share Purchase Plan in the event of a stock dividend, stock
split, recapitalization or other similar change in the Common Shares.
<F2> The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee and is $3.72, the average of the high
and low prices of the Common Stock as reported on the Nasdaq National
Market on November 8, 1999.
<F3> Represents the number of additional Common Shares that may be purchased upon exercise of options granted under the Simware
Inc. Stock Option Plan.
<F4> Represents shares issued under the Simware Inc. Employee Share Purchase
Plan.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8
(Registration No. 333-1246) of Simware Inc., as filed with the Securities and
Exchange Commission on February 9, 1996 are incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Ottawa, Ontario, Canada, on this 9th day of November, 1999.
SIMWARE INC.
By: /s/ Glen M. Brownlee
Glen M. Brownlee
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below and on the following page constitutes and appoints each of William
G. Breen and Michael R. Peckham as his true and lawful attorney-in-fact and
agent, each acting alone, 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, including post-effective
amendments, and to file the same, with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange Commission, granting
unto each 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, and hereby ratifies and confirms all that any said attorney-in-fact
and agent, each acting alone, 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, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ William G. Breen Chairman of the Board of Directors November 9, 1999
- --------------------
William G. Breen
/s/ Glen N. Brownlee President and Chief Executive Officer, November 9, 1999
- -------------------- and a Director
Glen N. Brownlee (Principal Executive Officer)
/s/ Michael R. Peckham Vice-President, Finance and November 9, 1999
- ---------------------- Administration, Chief Financial
Michael R. Peckham Officer and Secretary (Principal
Financial and Accounting Officer)
II-2
<PAGE>
/s/ Jack A. Avery Director November 9, 1999
- -----------------
Jack A. Avery
/s/ Douglas C. Cameron Director November 9, 1999
- ------------------------
Douglas C. Cameron
/s/ Paul N. Hyde Director November 9, 1999
- ----------------
Paul N. Hyde
/s/ Andrew Katz Director November 9, 1999
- ---------------
Andrew Katz
/s/ Jean-Pierre Soubliere Director November 9, 1999
- ------------------------
Jean-Pierre Soubliere
Authorized Representative in the
United States:
SIMWARE CORP.
By: /s/ Michael R. Peckham November 9, 1999
----------------------
Name: Michael R. Peckham
Title: Vice-President, Finance
and Administration
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
- ------- -----------
4(a)* -- Simware Inc. Stock Option Plan
4(b)* -- Form of Stock Option Agreement
4(c)** -- Amendment No. 1 to Simware Inc. Stock Option Plan
4(d) -- Amendment No. 2 to Simware Inc. Stock Option Plan
4(e)** -- Amendment to Form of Stock Option Agreement
4(f)* -- Simware Inc. Employee Share Purchase Plan
5 -- Opinion of Fraser Milner.
23.1 -- Consent of Deloitte & Touche L.L.P.
23.2 -- Consent of Fraser Milner (included in Exhibit 5)
24 -- Power of Attorney (included in signature page)
- --------
* Incorporated by reference from the Registration Statement on Form S-8 (No.
333-1246) of Simware Inc., previously filed with the Securities and
Exchange Commission on February 9, 1996.
** Incorporated by reference from the Registration Statement on Form S-8 (No.
333-08398) of Simware Inc., previously filed with the Securities and
Exchange Commission on February 27, 1998.
<PAGE>
EXHIBIT 4(d)
Amendment No. 2 to Simware Inc. Stock Option Plan
The Simware Inc. Stock Option Plan is hereby amended in the following respect:
Section 4(a) of the Simware Inc. Stock Option Plan is hereby amended to
read as follows:
"the maximum number of Shares
that may be issued upon the
exercise of Options granted
pursuant to the Plan shall not
exceed 1,550,000 Shares;"
<PAGE>
EXHIBIT 5
[ Letterhead of Fraser Milner]
Simware Inc.
2 Gurdwara Road
Ottawa, Ontario
Canada, K2E 1A2
November 8, 1999
Dear Sir or Madam:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1993, as amended (the "Act"), on behalf of Simware Inc. (the
"Company"), relating to an additional 815,000 of the Company's Common Shares,
without par value, to be issued under the Company's Stock Option Plan and 22,300
of the Company's Common Shares, without par value, to be issued under the
Company's Employee Share Purchase Plan (collectively, the "Shares"), as set
forth in the Registration Statement (the "Plans").
We are solicitors qualified to practice law in the Province of Ontario
and, accordingly, the opinions expressed herein are related solely to the laws
of the Province of Ontario and the federal laws of Canada applicable thereto.
As counsel for the Company, we have examined such corporate records,
other documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares
pursuant to the Plans, and that the Shares being registered pursuant to the
Registration Statement, when issued and paid for under the Plans in accordance
with the terms of the Plans, will be, duly authorized, validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Interests of Named Experts and Counsel" in the Registration Statement. This
consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Act.
Very truly yours,
FRASER MILNER
/s/ FRASER MILNER
<PAGE>
EXHIBIT 23.1
[Letterhead of Deloitte & Touche]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of Simware Inc. of our report dated May 27, 1999 on our audit of the
consolidated financial statements of Simware Inc. which is included in the
Annual Report on Form 20-F of Simware Inc. for the fiscal year ended April 30,
1999.
/s/ DELOITTE & TOUCHE
DELOITTE & TOUCHE
Chartered Accountants
Ottawa, Ontario
November 8, 1999
