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
__________________
Effective Management Systems, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1292200
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12000 West Park Place
Milwaukee, Wisconsin 53224
(Address of principal executive offices) (Zip Code)
Effective Management Systems, Inc. 1998 Employee Stock Purchase Plan
(Full title of the plan)
Michael D. Dunham With a copy to:
President
Effective Management Systems, Inc. Phillip J. Hanrahan
12000 West Park Place Foley & Lardner
Milwaukee, Wisconsin 53224 777 East Wisconsin Avenue
(414) 359-9800 Milwaukee, Wisconsin 53202
(Name, address and telephone number, (414) 271-2400
including area code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
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Common Stock, 100,000
$.01 par value shares $3.88(1) $388,000(1) $114.46(2)
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(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933,
as amended (the "Securities Act"), solely for the purpose of
calculating the registration fee based on the average of the high and
low prices for Effective Management Systems, Inc. Common Stock as
reported on The Nasdaq Stock Market on July 16, 1998.
(2) The registration fee has been calculated pursuant to Section 6(b) of
the Securities Act as follows: .000295 times the Proposed Maximum
Aggregate Offering Price.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Effective
Management Systems, Inc. (the "Company") are hereby incorporated herein by
reference to File No.: 000-23438
(a) The Company's Annual Report on Form 10-K for the year ended
November 30, 1997.
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended February 28 and May 31, 1998.
(c) The description of the common stock, $.01 par value, of the
Company contained in Item 1 of the Company's Registration Statement on
Form 8-A, dated as of February 10, 1994, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, after the date of filing of this Registration Statement and
prior to such time as the Company files a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in 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.
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in
the defense of a proceeding and (ii) in proceedings in which the director
or officer is not successful in defense thereof, unless it is determined
that the director or officer breached or failed to perform his duties to
the Company and such breach or failure constituted: (a) a willful failure
to deal fairly with the Company or its shareholders in connection with a
matter in which the director or officer had a material conflict of
interest; (b) a violation of the criminal law unless the director or
officer had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful; (c) a transaction
from which the director or officer derived an improper personal profit; or
(d) willful misconduct. It should be noted that the Wisconsin Business
Corporation Law specifically states that it is the public policy of
Wisconsin to require or permit indemnification in connection with a
proceeding involving securities regulation, as described therein, to the
extent required or permitted as described above. Additionally, under the
Wisconsin Business Corporation Law, directors of the Company are not
subject to personal liability to the Company, its shareholders or any
person asserting rights on behalf thereof for certain breaches or failures
to perform any duty resulting solely from their status as directors except
in circumstances paralleling those in subparagraphs (a) through (d)
outlined above.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-laws is not exclusive of any other
rights to which a director or officer may be entitled.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4.1) Effective Management Systems, Inc. 1998 Employee Stock
Purchase Plan
(4.2) Form of Payroll Deduction Authorization for Employees for
use in connection with the Effective Management Systems,
Inc. 1998 Employee Stock Purchase Plan
(4.3) Form of Beneficiary Designation for Employees for use in
connection with the Effective Management Systems, Inc. 1998
Employee Stock Purchase Plan
(4.4) Article 4 of the Restated Articles of Incorporation of
Effective Management Systems, Inc. (incorporated by
reference to Exhibit 3.1 to Effective Management Systems,
Inc.'s Form SB-2 Registration Statement (Registration No.
33-73354))
(5) Opinion of Foley & Lardner
(23.1) Consent of Ernst & Young LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes to:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement 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, as amended, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of the securities at that
time to 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) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, 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 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 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 Act and will be governed by the final adjudication of
such issue.
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 Milwaukee and State of
Wisconsin, on this 30th day of June, 1998.
EFFECTIVE MANAGEMENT SYSTEMS, INC.
By: /s/Michael D. Dunham
Michael D. Dunham
President
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. Each person whose signature
appears below constitutes and appoints Michael D. Dunham and Thomas M.
Dykstra, and each of them individually, his true and lawful attorneys-in-
fact and agents, with full power of substitution and revocation, for him
and in 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 other 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 do and perform each and every
act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
/s/ Michael D. Dunham President and Director June 30, 1998
Michael D. Dunham (Principal Executive Officer)
/s/ Jeffrey J. Fossum Chief Financial Officer and June 30, 1998
Jeffrey J. Fossum Assistant Treasurer (Principal
Financial and Accounting Officer)
/s/ Helmut M. Adam Director June 30, 1998
Helmut M. Adam
/s/ Thomas M. Dykstra Director June 30, 1998
Thomas M. Dykstra
/s/ Scott J. Mermel Director June 30, 1998
Scott J. Mermel
/s/ Robert E. Weisenberg Director June 30, 1998
Robert E. Weisenberg
EXHIBIT INDEX
EFFECTIVE MANAGEMENT SYSTEMS, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
Exhibit Exhibit
No.
(4.1) Effective Management Systems, Inc. 1998 Employee Stock
Purchase Plan
(4.2) Form of Payroll Deduction Authorization for Employees for use
in connection with the Effective Management Systems, Inc.
1998 Employee Stock Purchase Plan
(4.3) Form of Beneficiary Designation for Employees for use in
connection with the Effective Management Systems, Inc. 1998
Employee Stock Purchase Plan
(4.4) Article 4 of the Restated Articles of Incorporation of
Effective Management Systems, Inc. (incorporated by reference
to Exhibit 3.1 to Effective Management Systems, Inc.'s
Form SB-2 Registration Statement (Registration No. 33-73354)
(5) Opinion of Foley & Lardner
(23.1) Consent of Ernst & Young LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent amendments
(included in the signature page to this Registration
Statement)