As filed with the Securities and Exchange Commission on November 12, 1999
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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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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CALCULATION OF REGISTRATION FEE
- ------------------------------------- --------------------- ------------------------- ------------------------- ==================
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>
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.
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
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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
/s/ Jack A. Avery Director November 9, 1999
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Jack A. Avery
/s/ Douglas C. Cameron Director November 9, 1999
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Douglas C. Cameron
/s/ Paul N. Hyde Director November 9, 1999
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Paul N. Hyde
/s/ Andrew Katz Director November 9, 1999
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Andrew Katz
/s/ Jean-Pierre Soubliere Director November 9, 1999
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Jean-Pierre Soubliere
Authorized Representative in the
United States:
SIMWARE CORP.
By: /s/ Michael R. Peckham November 9, 1999
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Name: Michael R. Peckham
Title: Vice-President, Finance
and Administration
II-3
INDEX TO EXHIBITS
Exhibit
No. Description
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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)
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* 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.