As filed with the Securities and Exchange Commission on July 12, 1999
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
___________
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)
___________________
GENESYS TELECOMMUNICATIONS LABORATORIES, INC.
1997 STOCK INCENTIVE PLAN
OPTIONS GRANTED PURSUANT TO
WRITTEN COMPENSATION AGREEMENTS
PLATO SOFTWARE CORPORATION
1998 SHARE OPTION PLAN
NEXT AGE TECHNOLOGIES, INC. 1998 EQUITY INCENTIVE PLAN
(Full title of the plans)
___________________
Ori Sasson
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)
_________________
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 Price Fee
---------- ------------- --------- ----- ---
1997 Stock Incentive Plan
Common Stock, $0.001 par value: 4,835,686 shares $ 25.91(2) $125,292,624.30(2) 34,831.35(2)
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share Price Fee
---------- ------------- --------- ----- ---
Options Granted Pursuant to
Written Compensation Agreements
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Common Stock, $0.001 par value
Allen, Vince 60,000 shares $ 11.4375(3) $ 686,250.00(3) $ 190.78(3)
Ang, Edmund 100,000 shares $ 11.4375(3) $ 1,143,750.00(3) $ 317.96(3)
Antonov, Vadim 60,000 shares $ 12.0000(3) $ 720,000.00(3) $ 200.16(3)
Beardsley, Joan 100,000 shares $ 11.4375(3) $ 1,143,750.00(3) $ 317.96(3)
Beardsley, Joan 25,000 shares $ 11.4375(3) $ 285,937.50(3) $ 79.49(3)
Brennan, Christopher 50,000 shares $ 12.0000(3) $ 600,000.00(3) $ 166.80(3)
Brennan, Christopher 300,000 shares $ 12.0000(3) $ 3,600,000.00(3) $ 1,000.80(3)
Carr, John 30,000 shares $ 12.0000(3) $ 360,000.00(3) $ 100.80(3)
Cornelison, Gary Lee 50,000 shares $ 11.4375(3) $ 571,875.00(3) $ 158.98(3)
Dadd, Cyril 110,000 shares $ 11.4375(3) $ 1,258,125.00(3) $ 349.76(3)
Danziger, Elliot 60,000 shares $ 11.4375(3) $ 686,250.00(3) $ 190.78(3)
Heyden, Wesley 100,000 shares $ 12.0000(3) $ 1,200,000.00(3) $ 333.60(3)
Hunt, Don 300,000 shares $ 11.4375(3) $ 3,431,250.00(3) $ 953.89(3)
Hunt, Don 50,000 shares $ 11.4375(3) $ 571,875.00(3) $ 158.98(3)
Marks, Andrew 50,000 shares $ 11.4375(3) $ 571,875.00(3) $ 158.98(3)
Nederloff, Ad 300,000 shares $ 11.4375(3) $ 3,431,250.00(3) $ 953.89(3)
Samanta, Chanchal 100,000 shares $ 20.2500(3) $ 2,025,000.00(3) $ 562.95(3)
Sasson, Ori 900,000 shares $ 14.75(3) $ 13,275,000.00(3) $ 3,690.45(3)
Schreffler, David 125,000 shares $ 11.4375(3) $ 1,429,687.50(3) $ 397.45(3)
Talbott, Nicholas 60,000 shares $ 11.4375(3) $ 686,250.00(3) $ 190.78(3)
Woll, Richard 50,000 shares $ 11.4375(3) $ 571,875.00(3) $ 158.98(3)
Plato Software Corporation
1998 Share Option Plan
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Common Stock, $0.001 par value 42,500 shares $ 0.40(4) $ 17,000.00(4) $ 4.73(4)
Next Age Technologies, Inc. 25,608 shares $ 25.91(2) $ 663,503.28(2) $ 184.45(2)
1998 Equity Incentive Plan
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Total $45,654.75
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1997 Stock Incentive Plan, the
options granted pursuant to the Written Compensation Agreement, the Plato
Software Corporation 1998 Share Option Plan or the Next Age Technologies,
Inc. 1998 Equity Incentive 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
outstanding shares of Common Stock of Genesys Telecommunications
Laboratories, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, (the "1933 Act") on the basis of the
average of the high and low selling prices per share of Common Stock of
Genesys Telecommunications Laboratories, Inc. on July 6, 1999, as reported
on the Nasdaq National Market.
(3) Calculated on the basis of the exercise price payable per option share.
(4) Calculated on the basis of the weighted average exercise price of the
option shares being registered.
2
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, 1998 filed with the SEC on September 28, 1998,
pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "1934 Act");
(b) The Registrant's Quarterly Reports on Form 10-Q for the periods
ended September 30, 1998, December 31, 1998 and March 31, 1999,
filed with the SEC on November 16, 1998, February 16, 1999 and
May 17, 1999, respectively;
(c) The Registrant's Report on Form 8-K filed with the SEC on January
14, 1999; and
(d) The Registrant's Registration Statement No. 00-022605 on Form 8-A
filed with the SEC 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.
II-1
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; (6) with respect to certain
transactions, or the approval of transactions, in which a director has a
material financial interest; and (7) 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 Stockholders. Reference is made to Registrant's Registration
Statement No. 00-022605 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 1997 Stock Incentive Plan.
99.2* Form of Notice of Grant of Stock Option.
99.3* Form of Stock Option Agreement.
99.4* Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
99.5* Form of Addendum to Stock Option Agreement (Involuntary Termination Following Change in Control).
99.6* Form of Addendum to Stock Option Agreement (Involuntary Termination Following Corporate Transaction).
99.7* Form of Stock Issuance Agreement.
99.8* Form of Addendum to Stock Issuance Agreement (Involuntary Termination Following Change in Control).
99.9* Form of Addendum to Stock Issuance Agreement (Involuntary Termination Following Corporate
Transaction).
99.10* Form of Notice of Grant of Automatic Stock Option (Initial 30,000-Share Grant).
99.11* Form of Notice of Grant of Automatic Stock Option (Initial 20,000-Share Grant).
99.12* Form of Notice of Grant of Automatic Stock Option (Annual Grant).
II-2
99.13* Form of Automatic Stock Option Agreement.
99.14 Form of Written Compensation Agreement.
99.15 Form of Notice of Grant of Stock Option (Options granted pursuant to Written Compensation Agreements).
99.16 Form of Stock Option Agreement (Options granted pursuant to Written Compensation Agreements).
99.17 Form of Option Agreement under the Plato Software Corporation 1998 Share Option Plan.
99.18 Form of Stock Option Assumption for options granted under the Plato Software Corporation 1998 Share
Option Plan.
99.19 Next Age Technologies, Inc. 1998 Equity Incentive Plan.
99.20 Form of Stock Option Grant Notice under the Next Age Technologies, Inc. 1998 Equity Incentive Plan.
99.21 Form of Option Agreement under the Next Age Technologies, Inc. 1998 Equity Incentive Plan.
99.22 Form of Stock Option Assumption for options granted under the Next Age Technologies, Inc. 1998 Equity
Incentive Plan.
* Exhibits 99.2 through 99.13, respectively are incorporated herein by
reference to Exhibits 99.2 through 99.13, of Registrant's Registration
Statement No. 333-3373 on Form S-8 which was filed with the Commission on
August 15, 1997.
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 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 Registrant's 1997
Stock Incentive Plan, the options granted pursuant to Written Compensation
Agreements, the Plato Software Corporation 1998 Share Option Plan or the Next
Age Technologies, Inc. 1998 Equity Incentive 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 6th day of July, 1999.
GENESYS TELECOMMUNICATIONS LABORATORIES, INC.
By: /s/ Ori Sasson
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Ori Sasson
Chief Executive Officer and Director
POWER OF ATTORNEY
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KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Genesys
Telecommunications Laboratories, Inc., a California corporation, do hereby
constitute and appoint Ori Sasson, the lawful attorney-in-fact and agent with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorney and agent 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, 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/ Ori Sasson Chief Executive Officer and July 6, 1999
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Ori Sasson Director
(Principal Executive Officer)
II-4
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.
/s/ Alec Miloslavsky Vice Chairman of the Board, Chief July 6, 1999
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Alec Miloslavsky Technical Officer and Director
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.
/s/ Bruce Dunlevie Director July 6, 1999
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Bruce Dunlevie
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.
/s/ Paul D. Levy Director July 6, 1999
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Paul D. Levy
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.
/s/ Gregory Shenkman Director July 6, 1999
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Gregory Shenkman
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.
/s/ Christopher D. Brennan Chief Financial (Principal July 6, 1999
- -------------------------------------
Christopher D. Brennan Financial and Accounting Officer)
EXHIBIT INDEX
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Number Exhibit
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4.0 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 00-022605 on Form 8-A which is
incorporated herein by reference pursuant to Item 3(b).
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 1997 Stock Incentive Plan.
99.2* Form of Notice of Grant of Stock Option.
99.3* Form of Stock Option Agreement.
99.4* Form of Addendum to Stock Option Agreement (Limited Stock
Appreciation Right).
99.5* Form of Addendum to Stock Option Agreement (Involuntary
Termination Following Change in Control).
99.6* Form of Addendum to Stock Option Agreement (Involuntary Termination
Following Corporate Transaction).
99.7* Form of Stock Issuance Agreement.
99.8* Form of Addendum to Stock Issuance Agreement (Involuntary
Termination Following Change in Control).
99.9* Form of Addendum to Stock Issuance Agreement (Involuntary
Termination Following Corporate Transaction).
99.10* Form of Notice of Grant of Automatic Stock Option (Initial
30,000-Share Grant).
99.11* Form of Notice of Grant of Automatic Stock Option (Initial
20,000-Share Grant).
99.12* Form of Notice of Grant of Automatic Stock Option (Annual Grant).
99.13* Form of Automatic Stock Option Agreement.
99.14 Form of Written Compensation Agreement (Options granted pursuant
to Written Compensation Agreements).
99.15 Form of Notice of Grant of Stock Option (Options granted pursuant to
Written Compensation Agreements).
99.16 Form of Stock Option Agreement (Options granted pursuant to Written
Compensation Agreements).
99.17 Form of Option Agreement under the Plato Software Corporation 1998
Share Option Plan.
99.18 Form of Stock Option Assumption Agreement for options granted under
the Plato Software Corporation 1998 Share Option Plan.
99.19 Next Age Technologies, Inc. 1998 Equity Incentive Plan.
99.20 Form of Stock Option Grant Notice under the Next Age Technologies,
Inc. 1998 Equity Incentive Plan.
99.21 Form of Option Agreement under the Next Age Technologies, Inc. 1998
Equity Incentive Plan.
99.22 Form of Stock Option Assumption Agreement for options granted under
the Next Age Technologies, Inc. 1998 Equity Incentive Plan.
* Exhibits 99.2 through 99.13, respectively are incorporated herein by
reference to Exhibits 99.2 through 99.13, of Registrant's Registration
Statement No. 333-3373 on Form S-8 which was filed with the Commission
on August 15, 1997.