As filed with the Securities and Exchange Commission
on May 12, 1998
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
EIS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1017599
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
555 Herndon Parkway
Herndon, Virginia 20170
(Address and zip code of Principal Executive Offices)
AMENDED AND RESTATED STOCK OPTION PLAN
(Full title of the Plan)
Mr. James E. McGowan
President and Chief Executive Officer
555 Herndon Parkway
Herndon, Virginia 20170
(Name, address and of agent for service)
(703) 478-9808
(Telephone number, including area code, of agent for service)
with a copy to
S. Donald Gonson, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount to Proposed Maximum Proposed Maximum Amount of
Registered be Registered Offering Price Per Share Aggregate Offering Price Registration Fee
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Common Stock,
$0.01 par value per share 1,223,229 shares $6.06 (1) $7,412,767.74 (1) $2,186.77
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(1) Estimated solely for the purpose of calculating the registration fee and
based upon the average of the high and low trading prices of the
Registrant's Common Stock, as reported on the Nasdaq National Market on
May 6, 1998, in accordance with Rules 457(c) and 457(h) of the Securities
Act of 1933, as amended.
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Statement of Incorporation by Reference
---------------------------------------
This Registration Statement on Form S-8 incorporates by reference the
contents of a Registration Statement on Form S-8, File No. 33-59754, filed by
the Registrant on March 17, 1993, as amended on May 25, 1993, relating to the
Registrant's Amended and Restated Stock Option Plan, the Stock Option Plan for
E. Kevin Dahill, the Stock Option Plan for Robert L. Schwartz, the 1993 Employee
Stock Purchase Plan and the 1993 Stock Option Plan for Non-Employee Directors.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Herndon, Commonwealth of Virginia, this the 5th day
of May, 1998.
EIS International, Inc.
By: /s/ James E. McGowan
--------------------------
James E. McGowan
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of EIS International, Inc.,
hereby severally constitute and appoint James E. McGowan, Frederick Foley, and
S. Donald Gonson, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names, in
the capacities indicated below, the Registration Statement on Form S-8 filed
herewith, and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and on our behalf and in our
capacities as officers and directors to enable EIS International, Inc. to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated as of the 5th day of May, 1998.
Signature Title
/s/ James E. McGowan President, Chief Executive
------------------------ Officer and Director
James E. McGowan (Principal Executive Officer)
/s/ Frederick C. Foley Chief Financial Officer
------------------------ (Principal Financial
Frederick C. Foley Accounting Officer)
/s/ Robert Cresci Director
------------------------
Robert Cresci
/s/ Robert Jesurum Director
------------------------
Robert Jesurum
/s/ Kent M. Klineman Director
------------------------
Kent M. Klineman
/s/ Charles McCall Director
------------------------
Charles McCall
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Exhibit Index
Exhibit
Number Description
- ------ -----------
4.1 Restated Certificate of Incorporation,
as amended.(1)
4.2 By-Laws, as amended.(2)
4.3 Specimen Certificate of Common Stock
of the Registrant.(3)
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in
Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included in the signature pages of
this Registration Statement).
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(1) Incorporated herein by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-3 (File No. 33-79814) filed with the
Securities and Exchange Commission on June 3, 1994.
(2) Incorporated herein by reference to Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993.
(3) Incorporated herein by reference to Exhibit C to the Registrant's
Registration Statement on Form 8-A dated June 22, 1992.
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