As filed with the Securities and Exchange Commission on August 23, 2000
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
LERNOUT & HAUSPIE SPEECH PRODUCTS N.V.
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(Exact name of registrant as specified in its charter)
BELGIUM NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer Identification
Incorporation or organization) Number)
Flanders Language Valley 50, B-8900 Ieper, BELGIUM
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(Address of Principal Executive Offices)
2000 STOCK OPTION PLAN
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(Full title of the Plan)
GASTON BASTIAENS
PRESIDENT
LERNOUT & HAUSPIE SPEECH PRODUCTS USA, INC.
52 THIRD AVENUE
BURLINGTON, MASSACHUSETTS 01803-4414
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(Name and address of agent for service)
(781) 203-5000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be regi- offering price per aggregate offering Amount of
registered stered (1) share (3) price registration fee
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Common Stock, no par 2,000,000(2) $33.84 $67,680,000 $17,868
value
(1) Such presently indeterminable number of additional shares of Common Stock
are registered hereunder as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split, stock combination, or other similar changes in the Common Stock.
(2) Represents 2,000,000 shares of Common Stock that may be issued upon
exercise of warrants granted under the 2000 Stock Option Plan.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, on the basis of
the average high and low prices for the Registrant's Common Stock on the
National Association of Securities Dealers National Market System on August
21, 2000.
Pursuant to General Instruction E of Form S-8, the contents of the Registrant's
Registration Statement on Form S-8 (Registration No. 333-39258) are hereby
incorporated by reference. This Registration Statement also serves as Post-
Effective Amendment No. 1 to Registration Statement No. 333-39258 relating to an
aggregate of: (i) 852,405 shares of Common Stock issuable under the 1994 Dragon
Rollover stock Option Plan; (ii) 775,146 shares of Common Stock issuable under
the 1999 Dragon Rollover Stock Incentive Plan; (iii) 19,562 shares of Common
Stock issuable under the U.K. Dragon Rollover Company Share Option Plan, all of
which were assumed by Lernout & Hauspie Speech Products N.V. upon consummation
of the merger of Dragon Systems, Inc. with and into L&H Holdings USA, Inc.; and
(iv) 3,000,000 shares of Common Stock that may be issued upon exercise of
warrants granted under the 2000 Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
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4.01 Specimen Registered Certificate of Common Stock--Filed as Exhibit 4.01 to the Registrant's Registration
Statement on Form F-1 (File No. 33-97928) (the "F-1 Registration Statement).*
4.02 Specimen Bearer Certificate of Common Stock--Filed as Exhibit 4.02 to the Registrant's F-1 Registration
Statement.*
4.03 Description of Capital Stock (included in the Registrant's Restated Articles of Association).*
5.01 Legal Opinion of Loeff Claeys Verbeke (filed herewith).
23.01 Consent of Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren (filed herewith).
23.02 Consent of Ernst & Young Reviseurs d'Entreprises (filed herewith).
23.03 Consent of Deloitte & Touche LLP (filed herewith).
23.04 Consent of Arthur Andersen LLP (filed herewith).
23.05 Consent of Loeff Claeys Verbeke (included in Exhibit 5.01 hereto).
99.1 Registrant's 2000 Stock Option Plan.*
99.2 Amendment No. 1 to Registrant's 2000 Stock Option Plan (filed herewith).
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* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
1933 Act, reference is made to the documents previously filed with the
Commission, which are incorporated by reference herein.
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 Boston, Commonwealth of Massachusetts, on the 22nd
day of August, 2000.
LERNOUT & HAUSPIE SPEECH PRODUCTS N.V.
By: /s/ Gaston Bastiaens
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Gaston Bastiaens, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gaston Bastiaens, Jo Lernout and Pol Hauspie, and
each of them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or 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 and about the
premises, 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, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
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
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/s/ Jo Lernout Co-Chairman and August 22, 2000
- -------------------------- Managing Director
Jo Lernout
/s/ Pol Hauspie Co-Chairman and August 22 , 2000
- -------------------------- Managing Director
Pol Hauspie
/s/ Nico Willaert Vice Chairman and August 22, 2000
- -------------------------- Managing Director
Nico Willaert
/s/ Gaston Bastiaens President, Principal August 22, 2000
- -------------------------- Executive Officer,
Gaston Bastiaens Authorized United States
Representative And Director
/s/ Carl Dammekens Senior Vice President August 22, 2000
- -------------------------- of Finance, Principal
Carl Dammekens Accounting Officer and
Principal Financial Officer
- -------------------------- Director August , 2000
Fernand Cloet
/s/ Marc De Pauw Director August 17, 2000
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Marc De Pauw
/s/ Hubert Detremmerie Director August 22, 2000
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Hubert Detremmerie
- -------------------------- Director August , 2000
Jan Coene
RVD SECURITIES N.V. Director August , 2000
By: ----------------------
Erwin Vandendriessche
/s/ Dirk Cauwelier Director August 22, 2000
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Dirk Cauwelier
- -------------------------- Director August , 2000
Alex Vieux
/s/ Gerard Van Acker Director August 22, 2000
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Gerard Van Acker
- -------------------------- Director August , 2000
Bernard Vergnes
/s/ Francis Vanderhoydonck Director August 18, 2000
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Francis Vanderhoydonck
/s/ Roel Pieper Director August 22, 2000
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Roel Pieper
- -------------------------- Director August , 2000
Albert J. Fitzgibbons, III
INDEX TO EXHIBITS
EXHIBIT
NUMBER
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4.01 Specimen Registered Certificate of Common Stock--Filed as Exhibit 4.01
to the Registrant's Registration Statement on Form F-1 (File No.
33-97928) (the "F-1 Registration Statement).*
4.02 Specimen Bearer Certificate of Common Stock--Filed as Exhibit 4.02 to
the Registrant's F-1 Registration Statement.*
4.03 Description of Capital Stock (included in the Registrant's Restated
Articles of Association).*
5.01 Legal Opinion of Loeff Claeys Verbeke (filed herewith).
23.01 Consent of Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren (filed
herewith).
23.02 Consent of Ernst & Young Reviseurs d'Entreprises S.C.C. (filed
herewith).
23.03 Consent of Deloitte & Touche LLP (filed herewith).
23.04 Consent of Arthur Andersen LLP (filed herewith).
23.05 Consent of Loeff Claeys Verbeke (included in Exhibit 5.01 hereto).
99.1 Registrant's 2000 Stock Option Plan.*
99.2 Amendment No. 1 to Registrant's 2000 Stock Option Plan (filed
herewith).
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* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
1933 Act, reference is made to the documents previously filed with the
Commission, which are incorporated by reference herein.