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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933
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XCELERA INC.
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(Exact name of registrant as specified in its charter)
Cayman Islands None
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(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
P.O. Box 309, Ugland House
South Church Street
Grand Cayman
Cayman Islands, British West Indies None
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(Address of Principal Office) (Zip Code)
Xcelera Inc. 1998 Option Grants
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(Full title of the plan)
Alexander M. Vik
Chief Executive Officer
P.O. Box 309, Ugland House
South Church Street
Grand Cayman
Cayman Islands, British West Indies
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(Name and address of agent for service)
(203) 622-1610
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(Telephone number, including area code of agent for service)
Copy to:
Gareth Griffiths, Esq.
Maples and Calder
Ugland House
South Church Street
Grand Cayman
Cayman Islands, British West Indies
(345) 949-8066
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share(2) price(2) registration fee
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Ordinary Shares,
par value $.01 per
share 18,000,000 (1) $.76 $ 13,680,000 $1,258.56
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(1) This Registration Statement shall also cover any additional shares of
Ordinary Shares which become issuable under the Plan being registered
pursuant to this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of Ordinary Shares.
(2) Calculated pursuant to Rule 457(h) of the rules and regulations under the
Securities Act of 1933 solely for the purpose of calculating the
registration fee, based upon the closing price for the Ordinary Shares as
reported on The American Stock Exchange on December 10, 2002.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement relates to the offer and sale by Xcelera
Inc., a Cayman Islands company (the "Company"), of up to an aggregate of
18,000,000 of its Ordinary Shares, par value $.01 per share (the "Common
Stock"), which may be sold upon exercise of options granted on April 30, 1998 by
the Company to Messrs. Alexander M. Vik, Chairman and Chief Executive Officer of
the Company and Gustav M. Vik, Secretary, Treasurer and a director of the
Company, to purchase, respectively, 12,000,000, and 6,000,000 shares of Common
Stock of the Company at $0.14 per share. The options, which are nontransferable,
are fully vested and have a term of 10 years. Prior to April 30, 2008, the
options will terminate one year after the optionee's status as an officer and
director terminates for any reason. The number of Option Shares and exercise
price are subject to adjustments upon the occurrence of certain events.
The documents containing the information specified in Part 1 of the
Form S-8 Registration Statement under the Securities Act of 1933 (the "1933
Act") are not being filed as part of this Registration Statement in accordance
with the Note to Part I of the Form S-8 registration statement but will be sent
or given to Messrs. Alexander M. Vik and Gustav M. Vik in accordance with Rule
428(b)(1) under the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated into this Registration
Statement by reference:
1. The Company's Annual Report on Form 20-F for the year ended
January 31, 2002;
2. The Company's Current Report on Form 6-K filed on August 2,
2002;
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (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
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.
To the extent that independent public accountants audit and report on
financial statements of the Company issued at future dates, and consent to the
use of their reports thereon, such financial statements shall also be
incorporated by reference in this Registration Statement in reliance upon their
reports and their authority as experts in accounting and auditing.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Company's Articles of Association contain provisions concerning the
indemnification of officers, directors, employees and agents.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit 4(a) The Company's Certificate of Incorporation (incorporated
by reference to Exhibit 1(a) to the Company's Registration
Statement on Form 20-F Registration No._ 1-9129).
Exhibit 4(b) The Company's Memorandum and Articles of Association
(incorporated by reference to Exhibit 1(b) to the Company's
Registration Statement on Form 20-F Registration No. 1-9129).
Exhibit 5 Opinion of Maples and Calder
Exhibit 23(a) Consent of Deloitte & Touche LLP
Exhibit 23(b) Consent of Maples and Calder (included in Exhibit 5)
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
II-1
(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 this Registration
Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(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 the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do 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 Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in this
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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 any employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered herein,
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 Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in that
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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 that Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Greenwich, Connecticut, on December 10, 2002.
XCELERA INC.
By: Alexander M. Vik
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Alexander M. Vik
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities shown on the __ day of December 2002.
Name Title Date
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Alexander M. Vik Chairman of the Board December 9, 2002
- ----------------------------------- and President
Alexander M. Vik (Principal Executive officer)
Michael J. Kugler Director and Executive Vice President December 9, 2002
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Michael J. Kugler
Hans Eirik Olav Director December 9, 2002
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Hans Eirik Olav
Gustav M. Vik Secretary, Treasurer and Director December 9, 2002
- ----------------------------------- (Principal financial and accounting officer)
Gustav M. Vik
Exhibit Index
Exhibit 4(a) The Company's Certificate of Incorporation (incorporated
by reference to Exhibit 1(a) to the Company's Registration
Statement on Form 20-F Registration No. 1-9129) .
Exhibit 4(b) The Company's Memorandum and Articles of Association
(incorporated by reference to Exhibit 1(b) to the Company's
Registration Statement on Form 20-F Registration No. 1-9129) .
Exhibit 5 Opinion of Maples and Calder
Exhibit 23(a) Consent of Deloitte & Touche LLP
Exhibit 23(b) Consent of Maples and Calder (included in Exhibit 5)