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As filed with the Securities and Exchange Commission on July 3, 2001
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Sideware Systems Inc.
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(Exact Name of Registrant as Specified in Its Charter)
British Columbia, Canada
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(State or Other Jurisdiction of Incorporation or Organization)
N.A.
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(I.R.S. Employer Identification No.)
1810 Samuel Morse Drive
Reston, Virginia 20190 - 5316
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(Address of Principal Executive Offices)
Sideware Systems Inc. Stock Option Plan (2001)
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(Full Title of the Plan)
National Registered Agents, Inc.
1090 Vermont Avenue, Suite 910
Washington, D.C. 20005
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(Name and Address of Agent For Service)
(202) 371-8090
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Maximum Amount Of
Securities To To Be Maximum Offering Aggregate Offering Registration
Be Registered Registered Price Per Share Price Fee
Common Shares, 7,000,000 $1.00 $7,000,000 $1,750.00
without par value,
subject to
outstanding options
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by
reference into this registration statement:
(a) our annual report on Form 10-K for the year
ended December 31, 2000, as filed with the Commission on
March 23, 2001;
(b) our first amendment to the Form 10-K/A, as
filed with the Commission on May 8, 2001;
(c) our second amendment to the Form 10-K/A, as
filed with the Commission on June 18, 2001;
(d) our quarterly report on Form 10-Q for the
quarterly period ended March 31, 2001, as filed with the
Commission on May 14, 2001;
(e) our first amendment to the Form 10-Q/A for
the quarterly period ended March 31, 2001, as filed with
the Commission on June 18, 2001.
In addition, all documents subsequently filed 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 into this registration
statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Subject to the provisions of the Company Act British
Columbia (the "Act"), the directors shall cause the Company to
indemnify a director or former director of the Company and the
directors may cause the Company to indemnify a director or
former director of a corporation of which the Company is or was
a shareholder and in either case the heirs and personal
representatives of any former director against all costs,
charges and expenses, including an amount to settle an action or
satisfy a judgment, actually and reasonably incurred by him or
them including an amount paid to settle an action or satisfy a
judgment in a civil, criminal or administrative action or
proceeding to which he is or they are made a party by reason of
his being or having been a director including any action brought
by the Company. Each director on being elected or appointed
shall be deemed to have contracted with the Company on the terms
of this indemnity.
Subject to the provisions of the Act, the directors
may cause the Company to indemnify any officer, employee or
agent of the Company or of a corporation of which the
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Company is or was shareholder (notwithstanding that he is also a
director) and his heirs and personal representatives against all
costs, charges and expenses whatsoever incurred by him or them and
resulting from his acting as an officer, employee or agent of
the Company or the corporation. In addition, the Company shall
indemnify the Secretary or an Assistant Secretary of the Company
(if he shall not be a full-time employee of the Company and
notwithstanding that he is also a director) and his respective
heirs and legal representatives against all costs, charges and
expenses whatsoever incurred by him or them and arising out of
the functions assigned to the Secretary by the Act or Articles.
Each such officer, employee or agent on being elected or
appointed shall be deemed to have contracted with the Company on
the terms of this indemnity.
The failure of a director or officer of the Company to
comply with the provisions of the Act or of the Memorandum or
the Articles of the Company shall not invalidate any indemnity
to which he is entitled under the Articles.
The directors may cause the Company to purchase and
maintain insurance for the benefit of any person who is or was
serving as a director, officer, employee or agent of the Company
or as a director, officer, employee or agent of any corporation
of which the Company is or was a shareholder and his heirs or
personal representatives against any liability incurred by him
as a director, officer, employee or agent.
Effective June 13, 2001 we have entered into indemnity
agreements with each of our directors, under which we have agreed
to indemnify our directors in respect of all liabilities
(including legal and other professional fees), which our
directors may incur as a result of acting as an officer or
director of Sideware or any of its subsidiaries. The indemnity
agreements do not apply if:
(a) the director was not acting honestly and in good faith with
a view to the best interests of Sideware or its subsidiary,
as the case may be; or
(b) in the case of a criminal or administrative action or
proceeding, the director did not have reasonable grounds
for believing that his conduct was lawful.
Under the indemnity agreements we are also required to pay any
costs incurred by the directors in defending any proceedings
brought against them, and we can be required to pay reasonably
anticipated defence costs in advance.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
The Exhibits to this registration statement are listed
in the Index to Exhibits on page 5.
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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;
(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) 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 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.
(c) Insofar as the 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
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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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Exhibit Index
Exhibit Number Exhibit
Exhibit
4.1 Sideware Systems Inc. Stock Option Plan (2001)
5.1 Opinion of Miller Thomson, Barristers & Solicitors
23.1 Consent of KPMG LLP
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SIGNATURES
In accordance with 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 of
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 Vancouver, British Columbia, on
July 3, 2001
SIDEWARE SYSTEMS INC.
By:
"Grant Sutherland"
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W. Grant Sutherland
Director
POWER OF ATTORNEY
Each person whose individual signature appears below
hereby authorizes W. Grant Sutherland, as attorney-in-fact, with
full power of substitution, to execute in the name and on behalf
of such person, individually and in each capacity stated below,
and to file, any and all amendments to this registration
statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
"Grant Sutherland" Director July 3, 2001
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W. Grant Sutherland
"James Speros" Director, President, July 3, 2001
- ------------------- Chief Executive Officer
James L. Speros
"Edward White" Director July 3, 2001
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Edward A. White
"Peter Kozicki" Director July 3, 2001
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Peter Kozicki
"Kenneth Thornton" Director, July 3, 2001
- ------------------- Chairman of the Board
Kenneth Thornton of Directors
"Stewart Walchli" Chief Financial Officer July 3, 2001
- ------------------- Principal Financial Officer
Stewart Walchli Principal Accounting Officer
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