-----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, I7BinEc7SLTKOgi2AlacpMfxkFy6YIhwIMBHscn8w4TMS968f4KFCFNCWkF3jzfN yvbuWsqbFqjjUOn1mFJIDQ== 0000910662-04-000193.txt : 20040312 0000910662-04-000193.hdr.sgml : 20040312 20040312161801 ACCESSION NUMBER: 0000910662-04-000193 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20040312 EFFECTIVENESS DATE: 20040312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAGIC SOFTWARE ENTERPRISES LTD CENTRAL INDEX KEY: 0000876779 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 330477418 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-113552 FILM NUMBER: 04666349 BUSINESS ADDRESS: STREET 1: 5 HAPLADA STREET CITY: OR YEHUDA ISRAEL STATE: L3 ZIP: 602 BUSINESS PHONE: 97235389322 MAIL ADDRESS: STREET 1: 5 HAPLADA STREET CITY: OR YEHUDA ISRAEL STATE: L3 ZIP: 602 S-8 1 magics8031204.txt S-8 OF MARCH 12, 2004 As filed with the Securities and Exchange Commission on Registration No. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- MAGIC SOFTWARE ENTERPRISES LTD. (Exact name of registrant as specified in its charter) Israel None (State or other jurisdiction of incorporation or organization) (I.R.S. Employer IdentificationNo.) 5 HaPlada Street, Or-Yehuda, Israel 60218 (Address of Principal Executive Offices) (Zip Code) 2000 EMPLOYEE STOCK OPTION PLAN, AS AMENDED (Full title of the plan) Magic Software Enterprises Inc. Attn: Oren Inbar, Chief Executive Officer 1642 Kaiser Avenue Irvine, California 92714 (Name and address of agent for service) (949) 250-1718 (Telephone number, including area code, of agent for service) Copies to: Steven J. Glusband, Esq. Amit Birk Adv. Carter, Ledyard & Milburn Magic Software Enterprises Ltd. 2 Wall Street 5 Haplada Street New York, New York 10005 Or-Yehuda 60218, Israel (212) 732-3200 972-3-538-9322 CALCULATION OF REGISTRATION FEE =========================== ================== ==================== ==================== ================ Proposed maximum Title of securities to be Amount to be Proposed maximum aggregate offering Amount of registered registered offering price per price registration share fee =========================== ================== ==================== ==================== ================ - --------------------------- ------------------ -------------------- -------------------- ---------------- Ordinary Shares, par value NIS 0.1 per share.... 1,000,000 shares $5.99 (1) $5,990,000 $758.93 (2) - --------------------------- ------------------ -------------------- -------------------- ---------------- - --------------------------- ------------------ -------------------- -------------------- ---------------- Total................. 1,000,000 shares $5.99 (1) $5,990,000 $758.93 (2) - --------------------------- ------------------ -------------------- -------------------- ----------------
(1) Calculated pursuant to Rule 457(h) and (c) on the basis of the average of the high and low prices ($6.11 and $5.87) of an ordinary share as quoted on the Nasdaq National Market System on March 5, 2004. (2) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as follows: proposed maximum aggregate offering price multiplied by .0001267. This Registration Statement shall become effective immediately upon filing as provided in Rule 462 under the Securities Act of 1933. 2 EXPLANATORY NOTE The purpose of this Registration Statements is to register additional Ordinary Shares for issuance under the Registrant's 2000 Employee Stock Option Plan, as amended and restated. In accordance with General Instruction E of Form S-8, the contents of the Registrant's Registration Statement on Form S-8 (File No. 333-104377) filed with the Securities and Exchange Commission (the "Commission") on March 8, 2001, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below. 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 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 Or Yehuda, Israel on March 8, 2004. MAGIC SOFTWARE ENTERPRISES LTD. By: /s/ Menachem Hasfari ----------------------------------- Menachem Hasfari Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Menachem Hasfari and David Assia, and each of them severally, his true and lawful attorney-in-fact, and agent each with power to act with or without the other, and with full power of substitution and resubstitution, to execute in the name of such person, in his capacity as a director or officer of Magic Software Enterprises Ltd., any and all amendments to this Registration Statement on Form S-8 and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or their substitutes, 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 on March 8, 2004, by the following persons in the capacities indicated. 4 Signature Title --------- ----- /s/David Assia Chairman of the Board of Directors and -------------------------------- Director David Assia /s/ Menachem Hasfari Chief Executive Officer -------------------------------- Menachem Hasfari /s/Guy Bertsein Acting Chief Financial Officer -------------------------------- Guy Bertsein /s/ Dan Goldstein Director -------------------------------- Dan Goldstein /s/Jacob Tanenbaum Director -------------------------------- Jacob Tanenbaum /s/Gad Goldstein Director -------------------------------- Gad Goldstein /s/ Naamit Salomon Director - ---------------------------------- Naamit Salomon /s/Yigal Berman Outside Director -------------------------------- Yigal Berman /s/ Shlomit Golan Outside director -------------------------------- Shlomit Golan Magic Software Enterprises Inc. Authorized Representative in the /s/ Oren Inbar United States -------------------------------- Oren Inbar 5 EXHIBIT INDEX Exhibit No. 5 Opinion of Amit Birk, Adv. 23.1 Consent of Amit Birk, Adv. (included in Exhibit (5)) 23.2 Consent of Kost, Forer, Gabbay & Kasierer 23.3 Consent of BDO Shlomo Ziv & Co 23.4 Consent of Blick Rothenberg 23.5 Consent of Levy Cohen & Co. 23.6 Consent of Grant Thornton International 24 Power of Attorney (see page 4 above) 6 EX-5 3 ex5.txt LEGALITY EXHIBIT 5 LEGAL DEPARTMENT MAGIC www.magicsoftware.com ================================================================================ March 8th , 2004 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Magic Software Enterprises Ltd. ------------------------------- Ladies and Gentlemen: As counsel for Magic Software Enterprises Ltd., an Israeli company (the "Company"), I have reviewed the Company's 2000 Employee Stock Option Plan, as amended, (the "Plan"), and the authorization to issue up to 1,000,000 additional Ordinary Shares, par value NIS 0.1 per share, of the Company (the "Shares") upon exercise of options under the Plan. I have also examined originals, or copies certified or otherwise identified to my satisfaction, of such corporate records and such other documents, as I have deemed relevant as a basis for my opinion hereinafter expressed. Based on the foregoing, I am of the opinion that the Shares have been duly and validly authorized for issuance and, when paid for in accordance with the terms of the Plan, the options granted thereunder will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Company's Form S-8 Registration Statement relating to the Plan. Very truly yours, /s/ Amit Birk Amit Birk, Adv. - -------------------------------------------------------------------------------- Magic Software Enterprises Ltd. 5 HaPlada Street, Or-Yehuda 60218 Israel Tel: (972-3) 538-9292 Fax: (972-3) 538-9393 EX-23.2 4 ex232.txt CONSENTS OF KOST EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Magic Software Enterprises Ltd. We hereby consent to the incorporation by reference, in the Registration Statement on Form S-8 of Magic Software Enterprises Ltd. (the "Company") relating to the registration of an additional 1,000,000 Ordinary Shares, par value NIS 0.1 per share, of the Company authorized for issuance under its 2000 Employee Stock Option Plan, of our report dated March 18, 2003, relating to the consolidated balance sheets of the Company and its subsidiaries as of December 31, 2002, and the related consolidated statements of operations, changes in shareholders' equity and cash flows for each of the two years in the period ended December 31, 2002, which report appears in the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2002. /s/ KOST, FORER,GABBAY & KASIERER KOST, FORER, GABBAY & KASIERER Certified Public Accountants (Israel) Tel Aviv, Israel March 8, 2004 EX-23.3 5 ex233.txt CONSENTS OF BDO EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS ------------------------------- The Board of Directors Magic Software Enterprises Ltd. We hereby consent to the incorporation by reference, in the Registration Statement on Form S-8 of Magic Software Enterprises Ltd. (the "Company") relating the registration of an additional 1,000,000 Ordinary Shares, par value NIS 0.1 per share, of the Company authorized for issuance under its 2000 Employee Stock Option Plan, of our report dated June 16, 2001, relating to the consolidated balance sheets of the Company and its subsidiaries as of December 31, 2000 and the related consolidated statements of income, changes in shareholders' equity and cash flows for the year then ended, which report appears in the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2001 and 2002. /s/ Ziv Haft By: Ziv Haft A member of BDO Certified Public Accountants March 8 2004 EX-23.4 6 ex234.txt CONSENTS OF BLICK ROTHEBERG EXHIBIT 23.4 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Magic Software Enterprises (UK) Limited We hereby consent to the incorporation by reference, in the Registration Statement on Form S-8 of Magic Software Enterprises Ltd. (the "Company") relating to the registration of an additional 1,000,000 Ordinary Shares, par value NIS 0.1 per share, of the Company authorised for issuance under its 2000 Employee Stock Option Plan, of our report dated 29 January, 2002 relating to the balance sheet of Magic Software Enterprises (U.K.) Limited, a wholly-owned subsidiary of the Company, as of December 31, 2001, and the related statements of operations and changes in shareholders' equity for each of the two years ended December 31, 2001, which report appears in the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2002. /s/ Blick Rothenberg Blick Rothenberg Chartered Accountants March 12, 2004 EX-23.5 7 ex235.txt CONSENTS OF LEVY COHEN EXHIBIT 23.5 Consent of Independant Auditors The Board of Directors Magic Software Enterprises (UK) Limited We hereby consent to the incorporation by reference, in the Registration Statement on Form S-8 of Magic Software Enterprises Ltd. (the "Company") relating to the registration of an additional 1,000,000 Ordinary Shares, par value NIS 0.1 per share, of the Company authorised for issuance under its 2000 Employee Stock Option Plan, of our report dated 20 January, 2003 relating to the balance sheet of Magic Software Enterprises (UK) Limited, a wholly owned subsidiary of the Company, as of December 31, 2002, and the related statements of operations and changes in shareholders' equity for the year ended December 31, 2002, which report appears in the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2002. Yours sincerely LEVY COHEN & CO. /s/ LEVY COHEN & CO. Registered Auditors 8 March 2004 EX-23.6 8 ex236.txt CONSENTS OF GRANT THORNTON EXHIBIT 23.6 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Magic Software Enterprises Ltd. We hereby consent to the incorporation by reference, in the Registration Statement on Form S-8 (File No. 333-104377) of Magic Software Enterprises Ltd. (the "Company")relating to the registration of an additional 1,000,000 Ordinary Shares, par value NIS 0.1 per share, of the Company authorized for issuance under its 2000 Employee Stock Option Plan, of our reports dated January 24, 2002 and January 24, 2003, relating to the balance sheets of Magic Software Japan K.K., a wholly-owned subsidiary of the Company, as of December 31, 2001 and 2002, and the related statements of operations and changes in shareholders' equity for each of the two years ended December 31, 2002, which report appears in the Company's Annual Reports on Form 20-F for the fiscal years ended December 31, 2001 and 2002. /s/ASG Audit Corporation Tokyo, Japan March 8, 2004 -----END PRIVACY-ENHANCED MESSAGE-----