AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1999
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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THE DIALOG CORPORATION PLC
(Exact Name of Registrant as Specified in Its Charter)
ENGLAND AND WALES NONE
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
THE COMMUNICATIONS BUILDING
48 LEICESTER SQUARE
LONDON WC2H 7DB, ENGLAND
(Address, Including Zip Code, of Principal Executive Offices)
NON-QUALIFIED STOCK OPTIONS
THE DIALOG CORPORATION PLC 1997 STOCK OPTION PLAN
THE DIALOG CORPORATION PLC 1998 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
BRIAN HOLLAND, ESQ.
CORPORATE COUNSEL
THE DIALOG CORPORATION
11000 REGENCY PARKWAY
CARY, NORTH CAROLINA 27511
(Name, Address, Including Zip Code, and Telephone Number
of Agent for Service)
COPIES OF CORRESPONDENCE TO:
GREGORY C. SMITH, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
525 UNIVERSITY AVENUE, SUITE 220
PALO ALTO, CALIFORNIA 94301
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered (1) Registered Per Share (2) Price (2) Fee (2
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Ordinary Shares, 18,086,000 (3) $1.56 to $3.73 $30,120,324 $8,374
nominal value 1p per
share,underlying
American Depositary
Shares
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(1) American Depositary Shares (each, an "ADS"), each representing
four Ordinary Shares, nominal value 1p per share (the "Ordinary
Shares"), of The Dialog Corporation plc (the "Registrant"),
issuable upon deposit of the Ordinary Shares, have been
registered on a separate Registration Statement on Form F-6,
filed October 10, 1995 (Registration No. 33-97982).
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended (the "Securities Act"), based on (a) non-
qualified stock options ("NQSOs") to purchase 25,000, 25,000,
26,844 and 16,928 Ordinary Shares, represented by 6,250, 6,250,
6,711 and 4,232 ADSs, respectively, having respective exercise
prices of $10.63, $8.00, $14.90 and $11.81 per ADS, (b) options
to purchase 30,000, 608,500, 119,000, 440,000 and 923,000
Ordinary Shares, represented by 7,500, 152,125, 29,750, 110,000
and 230,750 ADSs, respectively, granted under the Registrant's
1997 Stock Option Plan (the "1997 Stock Option Plan"), having
respective exercise prices of $11.88, $11.00, $11.81, $9.90 and
$8.00 per ADS, (c) options to purchase 176,272, 32,988 and 61,620
Ordinary Shares, represented by 44,068, 8,247 and 15,405 ADSs,
respectively, granted under the Registrant's 1998 Employee Stock
Purchase Plan (the "1998 Stock Purchase Plan"), having respective
exercise prices of $8.65, $10.49 and $8.50 per ADS, and (d)
options or other rights to purchase 15,600,848 Ordinary Shares
available to be granted under the 1997 Stock Option Plan or the
1998 Employee Stock Purchase Plan or pursuant to agreements
granting non-qualified stock options (the average of the high and
low sale prices for an Ordinary Share as reported on the London
Stock Exchange being 98.25p and the noon buying rate in New York
City for cable transfers in British pounds as certified for
customs purposes by the Federal Reserve Bank of New York being
pound sterling 0.627983 per U.S. dollar, each on June 18, 1999).
(3) Plus such additional number of Ordinary Shares as may be issuable
pursuant to the antidilution provisions of the Nonstatutory Stock
Options, the 1997 Stock Option Plan and the 1998 Stock Purchase
Plan, in accordance with Rule 416(a) under the Securities Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 have been or will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by or on behalf of The Dialog Corporation plc
(formerly M.A.I.D plc), a corporation organized under the laws of England
and Wales, pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) Annual Report on Form 20-F (File No. 0-26936) for the fiscal year
ended December 31, 1998, filed with the Commission on June 24,
1999;
(b) The description of the ADSs and the Ordinary Shares which is
contained in the Registrant's Registration Statement (File No.
0-26936) on Form 8-A filed with the Commission on October 10,
1995, and any amendment or report filed for the purpose o
updating such description.
All documents subsequently filed by the Registrant 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 have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents. Any statement
contained herein or 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 other subsequently filed document that is or is
deemed to be incorporated by reference herein modifies or supersedes such
previous statement. Any statement so modified or superseded shall not be
deemed to constitute a part of this registration statement, except as so
modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 310 of the Companies Act 1985 of Great Britain, as amended
(the "Companies Act"), provides:
(1) This section applies to any provision, whether contained in a
company's articles or in any contract with the company or
otherwise, for exempting any officer of the company or any person
(whether an officer or not) employed by the company as auditor
from, or indemnifying him against, any liability which by virtue
of any rule of law would otherwise attach to him in respect of
any negligence, default, breach of duty or breach of trust of
which he may be guilty in relation to the company.
(2) Except as provided by the following subsection, any such
provision is void.
(3) This section does not prevent a company --
(a) from purchasing and maintaining for any such officer or
auditor insurance against any such liability, or
(b) from indemnifying any such officer or auditor against any
liability incurred by him --
(i) in defending any proceedings (whether civil or
criminal) in which judgment is given in his favour or
he is acquitted, or
(ii) in connection with any application under section 144(3)
or (4) (acquisition of shares by innocent nominee) or
section 727 (general power to grant relief in case of
honest and reasonable conduct) in which relief is
granted to him by the court.
Section 727 of the Companies Act provides:
(1) If in any proceedings for negligence, default, breach of duty or
breach of trust against an officer of a company or a person
employed by a company as auditor (whether he is or is not an
officer of the company) it appears to the court hearing the case
that that officer or person is or may be liable in respect of the
negligence, default, breach of duty or breach of trust, but that
he has acted honestly and reasonably, and that having regard to
all the circumstances of the case (including those connected with
his appointment) he ought fairly to be excused for the
negligence, default, breach of duty or breach of trust, that
court may relieve him, either wholly or partly, from his
liability on such terms as it thinks fit.
(2) If any such officer or person as above-mentioned has reason to
apprehend that any claim will or might be made against him in
respect of any negligence, default, breach of duty or breach of
trust, he may apply to the court for relief; and the court on the
application has the same power to relieve him as under this
section it would have had if it had been a court before which
proceedings against that person for negligence, default, breach
of duty or breach of trust had been brought.
(3) Where a case to which subsection (1) applies is being tried by a
judge with a jury, the judge, after hearing the evidence, may, if
he is satisfied that the defendant or defender ought in pursuance
of that subsection to be relieved either in whole or in part from
the liability sought to be enforced against him, withdraw the
case in whole or in part from the jury and forthwith direct
judgement to be entered for the defendant or defender on such
terms as to costs or otherwise as the judge may think proper.
Article 142 of the Articles of Association of the Registrant provides
that, subject to the provisions of the Companies Act but without prejudice
to any indemnity to which he may otherwise be entitled, every Director,
alternate Director, Secretary or other officer of the Registrant (excluding
the Auditor) shall be entitled to be indemnified out of the assets of the
Registrant against all costs, charges, losses, damages and liabilities
incurred by him in the actual or purported execution or discharge of his
duties or exercise of his powers or otherwise in relation to such duties,
including (without limitation) any liability incurred in defending any
proceedings (whether civil or criminal) which relate to anything done or
omitted or alleged to have been done or omitted by him as an officer or
employee of the Registrant and in which judgment is given in his favor or
in which he is acquitted or in connection with any application in which
relief is granted to him by any court of competent jurisdiction or which
are otherwise disposed of without any finding or admission of any material
breach of duty on his part.
The Registrant has obtained directors and officers insurance providing
indemnification for certain of the Registrant's directors, officers,
affiliates, partners or employees for certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
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4.1 New Articles of Association of The Dialog Corporation plc
(formerly M.A.I.D plc)
4.2 Memorandum of Association of The Dialog Corporation plc
(formerly M.A.I.D plc) (filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form F-1 (File no.
33-97786) filed October 4, 1995 and incorporated herein by
reference)
4.3 Form of Deposit Agreement among The Dialog Corporation plc
(formerly M.A.I.D plc), The Bank of New York, as depositary,
and owners and holders from time to time of the American
Depositary Receipts issued thereunder (including as an
exhibit the form of American Depositary Receipt) (filed as
Exhibit 4.1 to the Registrant's Amendment No. 2 to
Registration Statement on Form F-1 (File no. 33-97786) filed
November 11, 1995 and incorporated herein by reference)
5.1 Opinion of Theodore Goddard regarding the legality of the
securities being registered
23.1 Consent of PricewaterhouseCoopers, independent accountants
23.2 Consent of Theodore Goddard (included in Exhibit 5.1 hereto)
24.1 Power of Attorney (included on the signature page hereto)
99.1 The Dialog Corporation plc 1997 Stock Option Plan
99.2 The Dialog Corporation plc 1998 Employee Stock Purchase Plan
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 of 1933;
(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 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(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 herein.
(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) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
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 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 Act and will be governed by the final
adjudication of such issue.
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 London, England, on this 22nd day of June,
1999.
THE DIALOG CORPORATION plc
By: /s/ David G. Mattey
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David G. Mattey
Chief Financial Officer
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.
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Daniel M. Wagner and David G. Mattey and each of them, jointly and
severally, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his 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 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 or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Daniel M. Wagner President and Chief Executive June 22, 1999
------------------------- Officer (Principal Executive
Daniel M. Wagner Officer), Director
/s/ David G. Mattey Chief Financial Officer June 22, 1999
------------------------- (Principal Financial and
David G. Mattey Accounting Officer), Director
/s/ Michael S. Mander Director June 22, 1999
-------------------------
Michael S. Mander
/s/ Ian J. Barton Director June 22, 1999
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Ian J. Barton
Director June ___, 1999
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Marmaduke J. Hussey
/s/ Stephen Maller Director June 22, 1999
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Stephen Maller
/s/ Jason Molle Director June 22, 1999
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Jason Molle
Director June ___, 1999
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Ciaran G. Morton
Director June ___, 1999
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Patrick Sommers
/s/ Richard Swank Director June 22, 1999
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Richard Swank
/s/ Allen L. Thomas Deputy Chairman June 22, 1999
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Allen L. Thomas
EXHIBIT INDEX
Exhibit No. Description
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4.1 New Articles of Association of The Dialog Corporation plc
(formerly M.A.I.D plc)
4.2 Memorandum of Association of The Dialog Corporation plc
(formerly named M.A.I.D plc) (filed as Exhibit 3.2 to the
Registrant's Registration Statement on Form F-1 (File no.
33-97786) filed October 4, 1995 and incorporated herein by
reference)
4.3 Form of Deposit Agreement among The Dialog Corporation plc
(formerly M.A.I.D plc), The Bank of New York, as depositary,
and owners and holders from time to time of the American
Depositary Receipts issued thereunder (including as an
exhibit the form of American Depositary Receipt) (filed as
Exhibit 4.1 to the Registrant's Amendment No. 2 t
Registration Statement on Form F-1 (File no. 33-97786) filed
November 11, 1995 and incorporated herein by reference)
5.1 Opinion of Theodore Goddard regarding the legality of the
securities being registered
23.1 Consent of PricewaterhouseCoopers, independent accountants
23.2 Consent of Theodore Goddard (included in Exhibit 5.1 hereto)
24.1 Power of Attorney (included on the signature page hereof)
99.1 The Dialog Corporation plc 1997 Stock Option Plan
99.2 The Dialog Corporation plc 1998 Employee Stock Purchase Plan