-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LyxmHASJPRJIV6BqscKJ0pUB5qjiuQb7c7Cc36d05g88mJH/YYosWyuI7weF3bvF QAamaoc9yTsmdI7GGK0itw== 0000950109-96-003386.txt : 19960525 0000950109-96-003386.hdr.sgml : 19960525 ACCESSION NUMBER: 0000950109-96-003386 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960524 EFFECTIVENESS DATE: 19960612 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATAWARE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000875942 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 061232140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-04487 FILM NUMBER: 96572175 BUSINESS ADDRESS: STREET 1: 222 THIRD ST CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6176210820 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 24, 1996 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DATAWARE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 06-1232140 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 222 THIRD STREET, CAMBRIDGE, MASSACHUSETTS 02142 (Address of Principal Executive Offices) 1993 DIRECTOR STOCK OPTION PLAN (Full title of the plan) KURT MUELLER Chief Executive Officer Dataware Technologies, Inc. 222 Third Street Cambridge, Massachusetts 02142 (617) 621-0820 (Name, address and telephone number of agent for service) with copies to: MATTHEW C. DALLETT Palmer & Dodge LLP One Beacon Street Boston, Massachusetts 02108 (617) 573-0303 CALCULATION OF REGISTRATION FEE
Title of each class of securities to Amount to be Proposed Proposed maximum Amount of be registered registered maximum offering aggregate offering registration fee price per share(1) price(1) - --------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value 70,000 shares(2) $6.75 $472,500 $162.93 - ---------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and based on the average of the high and low prices of the Registrant's Common Stock on May 20, 1996 as reported by the Nasdaq National Market System. (2) This Registration Statement registers an additional 70,000 shares issuable under the Registrant's 1993 Director Stock Option Plan (the "Plan"). The Registrant has previously registered 60,000 shares under the Plan (Registration No. 33-70500). ================================================================================ Exhibit Index Appears on Page 6 Page 1 of 8 Sequential Pages STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION STATEMENT. Pursuant to Instruction E to Form S-8, the contents of the Registrant's Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on October 19, 1993 (File No. 33-70500) relating to the registration of 60,000 shares of the Registrant's Common Stock, $0.01 par value per share (the "Common Stock"), authorized for issuance under the Registrant's 1993 Director Stock Option Plan (the "Plan"), are incorporated by reference in their entirety in this Registration Statement, except as to the items set forth below. This Registration Statement provides for the registration of an additional 70,000 shares of the Registrant's Common Stock to be issued under the Plan. -2- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Commission (File No. 0-21860) are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1995. (b) All other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the annual report referred to in (a) above. (c) The description of the Registrant's Common Stock contained in its Registration Statement on Form 8-A (File No. 0-21860) filed on May 25, 1993, including any amendment or report filed for the purpose of updating such description. All documents filed after the date of this Registration Statement by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereunder have been sold or which deregisters all shares of Common Stock remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the Common Stock offered hereby will be passed upon for the Company by Palmer & Dodge LLP, Boston, Massachusetts. Matthew C. Dallett, the Assistant Secretary of the Company, is a partner of Palmer & Dodge LLP. ITEM 8. EXHIBITS. See Exhibit Index on page 6. -3- 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 the City of Cambridge, Commonwealth of Massachusetts, on this 23rd day of May, 1996. DATAWARE TECHNOLOGIES, INC. (Registrant) By: /s/ Kurt Mueller ----------------- Kurt Mueller, Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Dataware Technologies, Inc., hereby severally constitute and appoint Kurt Mueller, Jeffrey O. Nyweide and Matthew C. Dallett, and each of them singly, our true and lawful attorneys- in-fact, with full power to them in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including any post- effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in- fact may do or cause to be done by virtue hereof. 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 this 23rd day of May, 1996: Signature Capacity - --------- -------- /s/ Kurt Mueller Chief Executive Officer and Director - ----------------- (Principal Executive Officer) Kurt Mueller /s/ Christopher E. Lorch Controller - ------------------------- (Principal Financial Officer and Principal Christopher E. Lorch Accounting Officer) -4- /s/ Stephen H. Beach Director - --------------------- Stephen H. Beach /s/ David Dominik Director - ------------------ David Dominik /s/ Barton L. Faber Director - -------------------- Barton L. Faber /s/ William R. Lonergan Director - ------------------------ William R. Lonergan /s/ Jeffrey O. Nyweide Director and President - ----------------------- Jeffrey O. Nyweide Director - ----------------------- Jochen Tschunke -5- EXHIBIT INDEX ------------- EXHIBIT NUMBER DESCRIPTION - ------ ----------- 4.1 Restated Certificate of Incorporation of Dataware Technologies, Inc., as amended. Filed as an exhibit to Registration Statement No. 33-70498 and incorporated by reference. 4.2 By-Laws of Dataware Technologies, Inc., as amended. Filed as an exhibit to the Company's report on Form 10-Q for the period ended March 31, 1995 and incorporated by reference. 5 Opinion of Palmer & Dodge LLP as to the legality of the securities registered hereunder. 23.1 Consent of Coopers & Lybrand LLP, independent certified public accountants. 23.2 Consent of Palmer & Dodge LLP (contained in Opinion of Palmer & Dodge LLP filed as Exhibit 5). 24 Power of Attorney (set forth on the Signature Page to this Registration Statement) *Incorporated by reference -6- EX-5 2 OPINION OF PALMER & DODGE Exhibit 5 [Opinion of Palmer & Dodge LLP] May 23, 1996 Dataware Technologies, Inc. 222 Third Street Cambridge, Massachusetts 02142 We are rendering this opinion in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by Dataware Technologies, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on or about the date hereof. The Registration Statement relates to 70,000 shares of the Company's Common Stock, $.01 par value, (the "Shares") offered pursuant to the provisions of the Company's 1993 Director Stock Option Plan (the "Plan"). We have acted as your counsel in connection with the preparation of the Registration Statement and are familiar with the proceedings taken by the Company in connection with the authorization, issuance and sale of the Shares. We have examined all such documents as we consider necessary to enable us to render this opinion. Based upon the foregoing, we are of the opinion that, when issued in accordance with the terms of the Plan and the options or other rights granted thereunder, the Shares will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as a part of the Registration Statement. Very truly yours, /s/ Palmer & Dodge LLP -7- EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 for the 1993 Director Stock Option Plan, of our report dated February 13, 1996, except for the information in Note N, for which the date is February 28, 1996, on our audit of the consolidated financial statements of Dataware Technologies, Inc. as of December 31, 1994 and 1995, and for each of the three years in the period ended December 31, 1995, which report is included in the Annual Report on Form 10-K. Coopers & Lybrand L.L.P. Boston, Massachusetts May 23, 1996 -8- -----END PRIVACY-ENHANCED MESSAGE-----