As filed with the Securities and Exchange Commission on January 4, 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
LANGUAGEWARE.NET (COMPANY) LTD.
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(Exact Name of Registrant as Specified in its Charter)
Israel N/A
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(State or Other (IRS Employer
Jurisdiction of Identification
Incorporation or Organization) Number)
C/O Yigal Arnon & Co., 22 Rivlin Street, Jerusalem 91000, Israel
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011-972-2-623-9200
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(Address of Principal Executive Offices)
EMPLOYEE SHARE OPTION PLAN (1995)
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NON-EMPLOYEE SHARE OPTION PLAN (1998)
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CEO SHARE OPTION PLAN (1999)
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(Full Title of Plan)
Todd Oseth Copies to:
Chief Executive Officer and President -------------------------
LanguageWare.net (Company) Ltd. Herbert H. Davis III, Esq.
2864 South Circle Drive, Ste. 500 Rothgerber Johnson & Lyons LLP
Colorado Springs, Colorado 80906 1200 17th Street, Suite 3000
- -------------------------------------------- Denver, Colorado 80202
(Name and Address of Agent for Service) (303) 623-9000
(719) 955-3400
- --------------------------------------------
(Telephone Number of Agent for
Service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Proposed Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share Price Fee
Ordinary Shares 4,350,000 $0.805(2) $3,501,750(2) $924.46
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this Registration Statement also covers an indeterminate number of
shares which by reason of certain events specified in the plan may become
subject to the plan.
(2) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
proposed maximum offering price per share and the proposed maximum aggregate
offering price are estimated solely for purposes of calculating the registration
fee and are based upon the average of the bid and ask prices of the Ordinary
Shares as quoted on the NASDAQ Over-the Counter Bulletin Board on December 30,
1999.
TABLE OF CONTENTS
Page
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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.............. II - 1
Item 3. Incorporation of Documents by Reference................... II - 1
Item 5. Interests of Named Experts and Counsel.................... II - 1
Item 6. Indemnification of Directors and Officers................. II - 2
Item 8. Exhibits.................................................. II - 2
Item 9. Undertakings.............................................. II - 3
SIGNATURES.............................................................. II - 4
EXHIBIT INDEX........................................................... II - 5
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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The following documents, all of which were previously filed
LanguageWare.net (Company) Ltd. (the "Company") (No. 0-26394) with the
Commission pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act"), are hereby incorporated by reference:
(1) the Company's Annual Report on Form 10-K and Amendment No. 1 to Form
10-K for the year ended December 31, 1998;
(2) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30, and September 30, 1999;
(3) the Company's Current Report on Form 8-K dated October 18, 1999; and
(4) the description of the ordinary shares of the Company, par value NIS
0.01 (the "Company Stock"), contained in the Company's Registration Statement on
Form 8-A, filed by the Company under Section 12 of the Exchange Act.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated in this Registration Statement by reference
and to be a part hereof from the date of filing such documents. Any statement
contained herein or in a document, all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or replaces such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 5. Interests of Named Experts and Counsel
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The legality of the Company Stock registered pursuant to this Registration
Statement will be passed upon for the Company by the law firm of Yigal Arnon &
Co., 22 Rivlin Street, Jerusalem 91000, Israel, which has served as special
counsel to the Company in the preparation of this Registration Statement. No
members of this law firm have a substantial interest in the Company or are
employed on a contingent basis by the Company.
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Item 6. Indemnification of Directors and Officers
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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 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 8. Exhibits
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The Company hereby undertakes that it will submit or has submitted any of
the plans intended to be qualified under Section 401 of the Internal Revenue
Code and any amendment thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan.
The following exhibits are attached to this registration statement:
4.1 Employee Share Option Plan (1995)*
4.2 Non-Employee Share Option Plan (1998)
4.3 CEO Share Option Plan (1999)
5 Opinion of Yigal Arnon & Co.
II-2
23.1 Consent of Luboshitz, Kasierer & Co., a Member Firm of Arthur
Andersen
23.2 Consent of Yigal Arnon & Co. (included in Exhibit 5 hereto)
24 Power of Attorney
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* Incorporated by Reference from Exhibit 4.2 to Form S-8 filed May 22, 1996, SEC
File No. 333-04285.
Item 9. Undertakings
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(a) Rule 415 Offering
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The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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) Filings Incorporating Subsequent Exchange Act Documents by Reference
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The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
(h) Filing of Registration Statement on Form S-8
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Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Colorado Springs and the State of Colorado, on this
__th day of December, 1999.
LanguageWare.net (Company) Ltd.
/s/ Todd A. Oseth
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Todd A. Oseth, Chief Executive Officer,
President and Director
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.
Signature Title Date
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/s/ Todd A. Oseth President, CEO, Director December 30, 1999
- ----------------- (principal executive
Todd A. Oseth and financial officer)
/s/ Esther Dyson Director December 30, 1999
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Esther Dyson
/s/ Robert Kutnick Director December 30, 1999
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Robert Kutnick
/s/ Chantal Mestdagh Director December 30, 1999
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Chantal Mestdagh
/s/ Francis Vanderhoydonck Director December 30, 1999
- --------------------------
Francis Vanderhoydonck
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Employee Share Option Plan (1995)*
4.2 Non-Employee Share Option Plan (1998)
4.3 CEO Share Option Plan (1999)
5 Opinion of Yigal Arnon & Co.
23.1 Consent of Luboshitz, Kasierer & Co., a Member Firm of
Arthur Andersen
23.2 Consent of Yigal Arnon & Co. (included in Exhibit 5 hereto)
24 Power of Attorney
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* Incorporated by Reference from Exhibit 4.2 to Form S-8 filed May 22, 1996, SEC
File No. 333-04285.
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