As filed with the Securities and Exchange Commission on July 11, 1996
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ACCENT SOFTWARE INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in its Charter)
Israel N/A
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
28 Pierre Koenig Street
Jerusalem 91530 Israel
011-972-2-793-723
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
ACCENT SOFTWARE INTERNATIONAL LTD.
NON-EMPLOYEE SHARE OPTION PLAN (1995)
(Full Title of Plan)
Prentice-Hall Corporations System, Inc.
375 Hudson Street, 11th Floor
New York, New York 10014
(212) 463-2700
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
STEPHEN M. BESEN, ESQ. BARRY P. LEVENFELD, ESQ.
WEIL, GOTSHAL & MANGES LLP YIGAL ARNON & CO.
767 FIFTH AVENUE 3 DANIEL FRISCH STREET
NEW YORK, NEW YORK 10153 TEL AVIV 64731 ISRAEL
TELEPHONE: (212) 310-8000 TELEPHONE: 011-972-3-692-6868
FACSIMILE: (212) 310-8007 FACSIMILE: 011-972-3-696-2744
_______________
APPROXIMATE DATE OF COMMENCEMENT OF SALES PURSUANT TO THE PLAN: As soon as
reasonably practicable after the effective date of the Registration
Statement
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Unit Price Registration Fee
Ordinary Shares, nominal value NIS .01 300,000 $29.8125 $8,943,750 $3,085
per share
<FN>
(1) This Registration Statement shall also cover any additional shares of Ordinary Shares which become issuable under
the Registrant's Non-Employee Share Option Plan (1995) by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without receipt of consideration which results in an increase
in the number of outstanding shares of Ordinary Shares.
(2) Calculated solely for the purpose of determining the registration fee pursuant to Rule 457 under the Securities Act
of 1933, based upon the average of the high and low prices of the Ordinary Shares as quoted on the Nasdaq Small-Cap
Market on July 10, 1996.
THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS EXEMPTED THE
COMPANY FROM THE OBLIGATION TO PUBLISH THIS FORM S-8 IN THE MANNER
REQUIRED FOR THE PUBLICATION OF A PROSPECTUS PURSUANT TO THE
PREVAILING LAWS OF THE STATE OF ISRAEL. NOTHING IN SUCH EXEMPTION
SHALL BE CONSTRUED AS AUTHENTICATION OR APPROVAL OF THE RELIABILITY OR
ACCURACY OF THE MATTERS CONTAINED IN THIS FORM S-8 OR AS AN EXPRESSION
OF OPINION AS TO THE QUALITY OF THE SECURITIES WHICH ARE THE SUBJECT
OF THIS FORM S-8
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act"). Such documents are not required to be and are
not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this Registration
Statement (which documents are incorporated by reference in this
Section 10(a) Prospectus), other documents required to be delivered to
eligible employees pursuant to Rule 428(b) or additional information
about the Accent Software International Ltd. Non-Employee Share Option
Plan (1995) and its administrators are available without charge by
contacting:
Accent Software International Ltd.
28 Pierre Koenig Street
Jerusalem 91530 Israel
Attention: Robert Trachtenberg
011-972-2-793-723, ext. 1242
1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, heretofore filed by Accent Software
International Ltd., a company organized under the laws of the State of
Israel (the "Company"), with the Commission, are incorporated herein
by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.
(b) N/A.
(c) Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-1 filed with the
Commission on May 3, 1996, File Number 33-92754-A.
(d) The Company's Registration Statement on Form 8-A, as
amended, filed with the Commission on July 11, 1995,
File No. 0-26394.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date hereof and prior
to the filing of a post-effective amendment which indicates that all
the securities offered hereby have been sold or which deregisters all
such securities then remaining unsold shall be deemed to be
incorporated by reference into 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.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Association provide that, to the
fullest extent permitted by the Israeli Companies' Ordinance (New
Version), 1983, as amended (the "Companies' Ordinance"), the Company
may indemnify its directors and officers for (a) any financial
liability imposed upon them for the benefit of a third party by a
judgment, including a settlement or arbitration decision certified by
a court, as a result of an act or omission of such person in his
capacity as a director or officer of the Company, and (b) reasonable
litigation expenses, including legal fees, incurred by such director
or officer or which he is obligated to pay by a court order, in a
proceeding brought against him by or on behalf of the Company or by
others, or in connection with a criminal proceeding in which he was
acquitted, in each case relating to acts or omissions of such person
in his capacity as a director or officer of the Company.
The Company's Articles of Association provide that, to the
fullest extent permitted by the Companies' Ordinance, the Company may
procure directors' and officers' liability insurance for (a) breach of
the duty of care by any director or offer owed to the Company or to
any other person, (b) breach of fiduciary duty by any officer or
director owed to the Company, provided such person acted in good faith
and had reasonable cause to assume that the action would not prejudice
the interests of the Company and (c) any financial liability imposed
upon any director or officer for the benefit of a third party by
reason of an act or omission of such person in his capacity as a
director or officer of the Company. The Company has obtained
directors' and officers' liability insurance that insures the
Company's directors and officers against such liabilities.
Under the Companies' Ordinance, the Company may not
indemnify or procure insurance coverage for the liability of its
Office Holders (as defined in the Companies' Ordinance) in respect of
any monetary obligation imposed by reason of (a) an act or omission
which constitutes a breach of fiduciary duty, except to the extent
described above, (b) a willful breach of the duty of care or reckless
disregard of the circumstances or consequences of such breach, (c) an
act or omission done with the intent to unlawfully realize personal
gain or (d) a fine or penalty imposed for a criminal offense.
The Companies' Ordinance defines an "Office Holder" to
include a director, general manager, chief executive officer,
executive vice president, vice president, other managers directly
subordinate to the general manager, and any person assuming the
responsibilities of the foregoing positions without regard to such
person's title.
In addition, pursuant to the Companies' Ordinance,
indemnification of, and procurement of insurance coverage for, an
Office Holder of the Company is permitted if it is approved by the
Company's Audit Committee and Board of Directors. In certain
circumstances, the Companies' Ordinance also requires approval of such
indemnification and insurance by the Company's shareholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
4.1 - Form of Ordinary Share Certificate (filed as Exhibit
4.1 to the Company's Registration Statement No.
33-92754).(1)
4.2 - Accent Software International Ltd. Non-Employee Share
Option Plan (1995).
5 - Opinion of Yigal Arnon & Co.
23 - Consent of Yigal Arnon & Co. (included in Exhibit 5).
_________________________
(1) Incorporated by reference.
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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:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement;
(2) that, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(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) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(c) Insofar as indemnification for liabilities arising
under the Securities Act 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 Commission such indemnification is against public
policy as expressed in the Securities 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 Securities Act and
will be governed by the final adjudication of such issue.
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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 New York,
State of New York, on this 11th day of July, 1996.
ACCENT SOFTWARE INTERNATIONAL LTD.
July 11, 1996 By: /s/ ROBERT S. ROSENSCHEIN
-------------------------------------
Name: Robert S. Rosenschein
Title: President and Chief Executive
Officer
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 dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ ROBERT S. ROSENSCHEIN President, Chief July 11, 1996
------------------------------- Executive Officer and
Robert S. Rosenschein Director
/s/ MITCHELL JOELSON Executive Vice President July 11, 1996
------------------------------- and Director
Mitchell Joelson
/s/ JEFFREY ROSENSCHEIN Vice President, July 11, 1996
------------------------------- Engineering, Chief
Jeffrey Rosenschein Scientist, and Director
/s/ MICHAEL SONDHELM Controller July 11, 1996
------------------------------- (principal financial
Michael Sondhelm and accounting officer)
/s/ ELLIOTT B. BROIDY Director July 11, 1996
-------------------------------
Elliott B. Broidy
/s/ ROGER R. CLOUTIER, II Director July 11, 1996
-------------------------------
Roger R. Cloutier, II
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Director
-------------------------------
Esther Dyson
Director
-------------------------------
Meldon E. Levine
Director
-------------------------------
Mark A. Tebbe
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EXHIBIT INDEX
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EXHIBIT
NUMBER Description
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4.1 - Form of Ordinary Share Certificate (filed as Exhibit
4.1 to the Company's Registration Statement No.
33-92754).*
4.2 - Accent Software International Ltd. Non-Employee Share
Option Plan (1995).
5 - Opinion of Yigal Arnon & Co.
23 - Consent of Yigal Arnon & Co. (included in Exhibit 5).
---------------------
* Incorporated by reference.
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