As filed with the Securities and Exchange Commission on March 9, 1998
Registration No. 333-________________
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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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GENESYS TELECOMMUNICATIONS LABORATORIES, INC.
(Exact name of issuer as specified in its charter)
CALIFORNIA 94-3120525
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1155 MARKET STREET SAN FRANCISCO, CALIFORNIA 94103
(Address of principal executive offices) (Zip Code)
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FORTE ADVANCED MANAGEMENT SOFTWARE, INC.
1996 STOCK PLAN
(Full title of the plans)
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GREGORY SHENKMAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GENESYS TELECOMMUNICATIONS LABORATORIES, INC.
1155 MARKET STREET SAN FRANCISCO, CALIFORNIA 94103
(Name and address of agent for service)
(415) 437-1100
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
- ------------------- ------------- ------------ ------------- ------------
1996 Stock Plan
- -------------------
Options to Purchase
Common Stock 90,349 N/A N/A N/A
Common Stock 90,349 $12.00 $1,084,188.00 $319.84
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Forte Advanced Management
Software, Inc. 1996 Stock Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) Calculated solely for purposes of this offering under rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the weighted average
exercise price of the options.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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Genesys Telecommunications Laboratories, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1997 filed with the Commission on September 29, 1997
pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "1934 Act").
(b) (1) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended September 30, 1997 and December 31, 1997, filed
with the Commission on November 14, 1997 and February 17, 1998,
respectively.
(2) The Registrant's report on Form 8-K filed with the Commission
on January 15, 1998.
(c) The Registrant's Registration Statement No. 000-22605 on Form 8-A
filed with the Commission on May 27, 1997, pursuant to Section 12
of the 1934 Act, in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and 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 by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document 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 herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes 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 4. Description of Securities
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Not Applicable.
Item 5. Interests of Named Experts and Counsel
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Not Applicable.
Item 6. Indemnification of Directors and Officers
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The Registrant's Restated Articles of Incorporation, as amended, and
Amended and Restated Bylaws provide for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the
California Corporations Code. This is intended to eliminate the personal
liability of a director for monetary damages in an action brought by or in the
right of the Registrant for breach of a director's duties to the Registrant or
its shareholders, except for liability: (1) for acts or omissions that involve
intentional misconduct or a knowing
and culpable violation of law; (2) for acts or omissions that a director
believes to be contrary to the best interests of the Registrant or its
shareholders or that involve the absence of good faith on the part of the
director; (3) for any transaction from which a director derived an improper
personal benefit; (4) for acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
Registrant or its shareholders; (5) with respect to certain transactions, or the
approval of transactions, in which a director has a material financial interest;
and (6) with respect to approval of certain improper distributions to
shareholders or certain loans or guarantees.
In addition, the Registrant has entered into separate Indemnification
Agreements with each of its directors and officers. These agreements require
the Registrant to indemnify its officer and directors to the fullest extent
permitted by law, including circumstances in which indemnification would
otherwise be discretionary. Among other things, the agreements require the
Registrant to indemnify directors and officers against certain liabilities that
may arise by reason of their status or service as directors and officers and to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
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Number Exhibit
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4.0 Instruments Defining Rights of Shareholders. Reference is made to
Registrant's Registration Statement No. 000-22605 on Form 8-A, which
is incorporated herein by reference pursuant to Item 3(c).
5.0 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP, Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
5.
24.0 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Forte Advanced Management Software, Inc. 1996 Stock Plan.
99.2 Form of Stock Option Agreement.
99.3 Form of Notice of Exercise.
99.4 Form of Stock Option Assumption Agreement.
Item 9. Undertakings
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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 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii)
--------
shall not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new
II-2
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 Forte 1996 Stock Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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.
C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 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 1933 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, as amended, 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 San Francisco, State of California, on this
9th day of March, 1998.
GENESYS TELECOMMUNICATIONS LABORATORIES, INC.
By: /s/ Gregory Shenkman
--------------------------------------------
Gregory Shenkman
President and Chief Executive Officer
POWER OF ATTORNEY
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KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and director/s of Genesys Telecommunications
Laboratories, Inc., a California corporation, do hereby constitute and appoint
Gregory Shenkman and Alec Miloslavsky, and each of them, the lawful attorneys-
in-fact and agents with full power and authority to do any and all acts and
things and to execute any and all instruments which said attorneys and agents
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and the undersigned hereby ratifies and confirms that said
attorneys and agents shall do or cause to be done by virtue hereof. This Power
of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
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/ Gregory Shenkman
- ---------------------------- President, Chief Executive Officer March 9, 1998
Gregory Shenkman and Director (Principal Executive
Officer)
/s/ Alec Miloslavsky
- ---------------------------- Vice Chairman, Chief Technical March 9, 1998
Alec Miloslavsky Officer and Director
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Signature Title Date
- --------- ----- ----
/s/ James Jordan
- --------------------------- Chairman of the Board and Director March 9, 1998
James Jordan
/s/ Michael J. McCloskey
- --------------------------- Vice President, Finance and March 9, 1998
Michael J. McCloskey International, Chief Financial
Officer and Secretary (Principal
Financial and Accounting Officer)
/s/ Bruce Dunlevie
- --------------------------- Director March 9, 1998
Bruce Dunlevie
/s/ Paul D. Levy
- --------------------------- Director March 9, 1998
Paul D. Levy
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EXHIBIT INDEX
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Number Exhibit
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4.0 Instruments Defining Rights of Shareholders. Reference is made to
Registrant's Registration Statement No. 000-22605 on Form 8-A, which
is incorporated herein by reference pursuant to Item 3(c) of this
Registration Statement.
5.0 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP, Independent Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
5.
24.0 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Forte Advanced Management Software, Inc. 1996 Stock Plan.
99.2 Form of Stock Option Agreement.
99.3 Form of Notice of Exercise.
99.4 Form of Stock Option Assumption Agreement.