Registration No. 333- ------------------------------------------------------------------------ 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. 1993 Stock Option Plan, as amended (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 ------------------------------------------------------------------------ Proposed Maximum Title of Amount Offering Proposed Maximum Amount of Securities to to be Price Per Aggregate Registration be Registered Registered Share Offering Price Fee ------------------------------------------------------------------------ Common Stock, $.01 par value 375,000 $3.88(1) $1,455,000.00(1) $429.23(2) ------------------------------------------------------------------------ (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. _________________________________ 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 fiscal 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 and Personal Liability 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. 1993 Stock Option Plan, as amended (4.2) Form of Nonstatutory Stock Option Agreement for Employees for use in connection with Effective Management Systems, Inc. 1993 Stock Option Plan (incorporated by reference to Exhibit 4.2 to Effective Management System, Inc.'s Form S- 8 Registration Statement (Registration No. 33-78658)) (4.3) Form of Nonstatutory Stock Option Agreement for Non- Employee Directors for use in connection with the Effective Management Systems, Inc. 1993 Stock Option Plan (incorporated by reference to Exhibit 4.3 to Effective Management System, Inc.'s Form S-8 Registration Statement (Registration No. 33-78658)) (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: (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.Item 9. 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. 1993 STOCK OPTION PLAN Exhibit No. Exhibit (4.1) Effective Management Systems, Inc. 1993 Stock Option Plan, as amended (4.2) Form of Nonstatutory Stock Option Agreement for Employees for use in connection with Effective Management Systems, Inc. 1993 Stock Option Plan (incorporated by reference to Exhibit 4.2 to Effective Management System, Inc.'s Form S- 8 Registration Statement (Registration No. 33-78658)) (4.3) Form of Nonstatutory Stock Option Agreement for Non- Employee Directors for use in connection with the Effective Management Systems, Inc. 1993 Stock Option Plan (incorporated by reference to Exhibit 4.3 to Effective Management System, Inc.'s Form S-8 Registration Statement (Registration No. 33-78658)) (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)