-----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, A3f8k9VyGnrJZ2cWa76Bk4Xbeckt3Pn63jBOjnkd3GvIpBzxmcqkp86U1iPsIg1i hZElL2gmXX6zk++2cYtr+Q== 0000950123-98-011017.txt : 19990101 0000950123-98-011017.hdr.sgml : 19990101 ACCESSION NUMBER: 0000950123-98-011017 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19981231 EFFECTIVENESS DATE: 19981231 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARADIGM GEOPHYSICAL LTD CENTRAL INDEX KEY: 0000931131 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-70047 FILM NUMBER: 98779840 BUSINESS ADDRESS: STREET 1: MERKAZIM HOUSE 32 MASKIT ST STREET 2: P O BOX 2061 CITY: HERZLIA B STATE: L3 ZIP: 46120 BUSINESS PHONE: 2818763473 MAIL ADDRESS: STREET 1: 4 GREENSPOINT PLAZA 16945 NORTHCHASE STREET 2: DRIVE SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77060 S-8 1 PARADIGM GEOPHYSICAL LTD. 1 As filed with the Securities and Exchange Commission on December 31, 1998 Registration No. 333-______ ===================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ PARADIGM GEOPHYSICAL LTD. (Exact name of registrant as specified in its charter) ISRAEL NOT APPLICABLE (State or other jurisdiction of incorporation (I.R.S. Employer Identification Number) or organization)
MERKAZIM HOUSE 32 MASKIT STREET P.O.B. 2061 HERZLIA B, ISRAEL 972-9-970-9300 (Address, including zip code, of registrant's principal executive offices) KEY EMPLOYEE PLAN MAY 1994 STOCK OPTION PLAN 1994 GENERAL STOCK OPTION PLAN 1997 STOCK OPTION PLAN FOR QUALIFYING ISRAEL EMPLOYEES 1997 EXECUTIVE STOCK OPTION PLAN 1997 STOCK OPTION PLAN FOR U.S. EMPLOYEES (FULL TITLES OF THE PLANS) ------------ PARADIGM GEOPHYSICAL CORP. 2401 PORTSMOUTH HOUSTON, TEXAS 77098 713-630-3800 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------ Copies of all communications, including all communications sent to the agent for service, should be sent to: ANDREW C. FREEDMAN, ESQ. AND DAVID EFRATI, ADV. AND RICHARD H. GILDEN, ESQ. IAN ROSTOWSKY, ADV. FULBRIGHT & JAWORSKI L.L.P. EFRATI GALILI & CO. 666 FIFTH AVENUE 6 WISSOTSKY STREET NEW YORK, NEW YORK 10103 TEL AVIV, ISRAEL 62338 (212) 318-3000 011-972-3-605-1010 FACSIMILE: (212) 752-5958 FACSIMILE: 011-972-3-604-0111 ------------ ===================================== 2 CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM AMOUNT OF AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE REGISTRATION TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE OFFERING PRICE FEE ------------------------------------ -------------- ------------------------ -------------- ------------ ORDINARY SHARES, NIS 0.5 PAR VALUE PER SHARE REPRESENTED BY OPTIONS GRANTED 63,336 PURSUANT TO THE KEY EMPLOYEE PLAN .......... SHARES $0.59(2) $37,368 $10.39 ORDINARY SHARES, NIS 0.5 PAR VALUE PER SHARE, REPRESENTED BY OPTIONS GRANTED PURSUANT TO THE MAY 1994 STOCK OPTION 114,678 PLAN........................................ SHARES $2.50(3) $286,695 $79.62 ORDINARY SHARES, NIS 0.5 PAR VALUE PER SHARE, REPRESENTED BY OPTIONS GRANTED PURSUANT TO THE MAY 1994 STOCK OPTION 111,506 PLAN........................................ SHARES $4.00(3) $446,024 $124.00 ORDINARY SHARES, NIS 0.5 PAR VALUE PER SHARE, REPRESENTED BY OPTIONS GRANTED PURSUANT TO THE 1994 GENERAL STOCK OPTION 60,176 PLAN........................................ SHARES $7.00(4) $421,232 $117.10 ORDINARY SHARES, NIS 0.5 PAR VALUE PER SHARE, REPRESENTED BY OPTIONS GRANTED PURSUANT TO THE 1997 STOCK OPTION PLAN FOR 558,486 QUALIFIYING ISRAEL EMPLOYEES................ SHARES $7.00(5) $3,909,402 $1,086.81 ORDINARY SHARES, NIS 0.5 PAR VALUE PER SHARE, REPRESENTED BY OPTIONS GRANTED PURSUANT TO THE 1997 EXECUTIVE STOCK 418,934 OPTION PLAN................................. SHARES $7.00(6) $2,932,538 $815.25 ORDINARY SHARES, NIS 0.5 PAR VALUE PER SHARE, REPRESENTED BY OPTIONS GRANTED PURSUANT TO THE 1997 EXECUTIVE STOCK OPTION PLAN................................. 30,000 $9.00(6) $270,000 $75.06 ORDINARY SHARES, NIS 0.5 PAR VALUE PER SHARE, REPRESENTED BY OPTIONS GRANTED PURSUANT TO THE 1997 STOCK OPTION PLAN FOR 235,500 U.S. EMPLOYEES.............................. SHARES $7.00(7) $1,648,500 $458.28 ORDINARY SHARES, NIS 0.5 PAR VALUE PER SHARE, REPRESENTED BY OPTIONS RESERVED FOR ISSUANCE UNDER THE 1997 STOCK OPTION PLAN FOR QUALIFYING ISRAEL EMPLOYEES, THE 1997 EXECUTIVE STOCK OPTION PLAN, AND THE 1997 707,384 STOCK OPTION PLAN FOR U.S. EMPLOYEES........ SHARES $4.625(8) $3,271,651.00 $909.52 TOTAL MAXIMUM OFFERING AND 2,300,000 N/A $13,223,410.00 $3,676.11 REGISTRATION FEE............................ SHARES
(1) An additional indeterminable number of shares are also being registered to cover any adjustments required by anti-dilution provisions in the number of shares issuable upon the exercise of options granted under the Key Employee Plan, the May 1994 Stock Option Plan, the 1994 General Stock Option Plan, the 1997 Stock Option Plan for Qualifying Israel Employees, the 1997 Executive Stock Option Plan and the 1997 Stock Option Plan for U.S. Employees. (2) Represents the price at which options may be exercised under the Key Employee Plan. (3) Represents the price at which certain options may be exercised under the May 1994 Stock Option Plan. (4) Represents the price at which options may be exercised under the 1994 General Stock Option Plan. (5) Represents the price at which options may be exercised under the 1997 Stock Option Plan for Qualifying Israel Employees. (6) Represents the price at which options may be exercised under the 1997 Executive Stock Option Plan. (7) Represents the price at which options may be exercised under the 1997 Stock Option Plan for U.S. Employees. (8) The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and is the average of the high and low prices of Paradigm Geophysical Ltd. Ordinary Shares as reported on the Nasdaq National Market on December 25, 1998. 2 3 PART I The document(s) containing the information called for in Part I of Form S-8 will be sent or given to employees awarded options under the Key Employee Plan, the May 1994 Stock Option Plan, the 1994 General Stock Option Plan, the 1997 Stock Option Plan for Qualifying Israel Employees, the 1997 Executive Stock Option Plan, and the 1997 Stock Option Plan for U.S. Employees (collectively referred to as the "Plans"), adopted by Paradigm Geophysical Ltd. (the "Company" or the "Registrant") and are not being filed with or included in this Form S-8 in accordance with the rules and regulations of the Securities and Exchange Commission (the "Commission"). 3 4 PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Company with the Commission are incorporated herein by reference: (i) The Company's prospectus dated June 10, 1998, as filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933. (ii) The description of the Company's Ordinary Shares contained in its Registration Statement on Form 8-A (File No. 0-29538) as filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended, on November 24, 1997 and as may be further amended, modified or superseded by any report or amendment filed with the Commission for the purpose of updating such description. (iii) The Company's Report of Foreign Private Issuers on Form 6-K dated August 3, 1998 and October 28, 1998 and each Form 6-K subsequently submitted to the Commission, in which the Company specifically indicates that such Form 6-K is incorporated by reference into this Form. In addition to the foregoing, all other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that is also incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the shares being offered hereby and certain other legal matters in connection with the offering of such securities will be passed upon for the Company by Efrati Galili & Co., Tel Aviv, Israel, Israeli counsel to the Company. 4 5 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 96 of the Companies Ordinance (New Version),1983, as amended (the "Companies Ordinance") permits a company's Articles of Association to provide that (i) the company may insure a director or officer for the breach of his duty of care or fiduciary duty to the extent he acted in good faith and had a reasonable basis to believe that the act would not prejudice the company as well as for monetary liabilities charged against him as a result of an act or omission he committed in connection with his serving as an officer or director of the company; and (ii) the company may indemnify an officer or director in connection with his service as officer or director, for monetary liability incurred pursuant to a judgment including a settlement or arbitration decision approved by a court, in an action brought against him by a third party as well as for reasonably legal expenses incurred in an action brought against him by or on behalf of the company or others, or as a result of a criminal charge of which he was acquitted. (1) Article 108 of the Registrant's Amended Articles of Association provides: Subject to the provisions of the Companies Ordinance, the Company may: (a) enter into a contract for the insurance of the liability, in whole or in part, of any of its officers with respect to any of the following: 1. a breach of duty of care to the Company or to any other person; 2. a breach of fiduciary duty to the Company, provided that the officer has acted in good faith and had reasonable grounds to assume that the act would not harm the good of the Company; 3. a financial liability which shall be imposed on such officer in favor of any other person, in respect of an act performed by him by virtue of his being an Officer of the Company; (b) indemnify an officer of the Company with respect to any of the following; 1. a financial liability imposed on him in favor of any other person by any judgment, including a judgment given as a result of a settlement or an arbitrator's award which has been confirmed by a court, in respect of an act performed by him by virtue of his being an officer of the Company; 2. reasonable litigation expenses, including lawyer's fees and expenses, expended by an officer or which were imposed on an officer by a court in proceedings filed against him by the Company or in its name, or by any other person, or in a criminal charge on which he 5 6 was acquitted, in respect of an act performed by him by virtue of his being an officer of the Company. These provisions are specifically limited in their scope by the Companies Ordinance, which provides that a company may not indemnify an officer or director nor enter into an insurance contract which would provide coverage for any monetary liability incurred as a result of the following: (a) a breach by the director or officer of his fiduciary duty unless he acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; (b) a breach by the director or officer of his duty of care if such breach was done intentionally or in disregard of the circumstances of the breach or its consequences; (c) any act or omission done with the intent to derive an illegal personal benefit; or (d) any fine levied against the director or officer as a result of a criminal offense. (2) Under his employment agreement with the Company, Mr. Eldad Weiss is entitled to reimbursement for all legal expenses relating to the lawsuit filed by Mr. Eitan Zucker against the Company and Mr. Weiss, up to a maximum of $50,000. The Company has also agreed to consult with and receive the permission of Mr. Weiss prior to making any strategic decision in the defense strategy, change in legal representation and/or any settlement and/or appeal of the lawsuit. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 Key Employee Plan (incorporated by reference to exhibit number 10.4 to the Company's Registration Statement on Form F-1, as amended, File No. 333-7926) 4.2 May 1994 Stock Option Plan (incorporated by reference to exhibit number 10.5 to the Company's Registration Statement on Form F-1, as amended, File No. 333-7926) 4.3 1994 General Stock Option Plan (incorporated by reference to exhibit number 10.6 to the Company's Registration Statement on Form F-1, as amended, File No. 333- 7926) 4.4 1997 Stock Option Plan for Qualifying Israel Employees (incorporated by reference to exhibit 10.8 to the Company's Registration Statement on Form F-1, as amended, File No. 333-7926) 4.5 1997 Executive Stock Option Plan (incorporated by reference to exhibit number 10.7 to the Company's Registration Statement on Form F-1, as amended, File No. 333- 7926) 6 7 4.6 1997 Stock Option Plan for U.S. Employees (incorporated by reference to exhibit number 10.9 to the Company's Registration Statement on Form F-1, as amended, File No. 333-7926) 5 Opinion of Efrati Galili & Co. 23.1 Consent of Kost Levary & Forer 23.2 Consent of Ernst & Young LLP 23.3 Consent of Blick Rothenberg 23.4 Consent of Efrati Galili & Co. (contained in their opinion constituting Exhibit 5). 24 Power of Attorney (included in signature page). 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; 7 8 (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 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 Securities Act of 1933 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 of the registrant in connection with the securities being registered, the registrant 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 the Securities Act of 1933 and will be governed by the final adjudication of such issue. 8 9 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 Herzlia, Israel on the 30 day of December, 1998. PARADIGM GEOPHYSICAL LTD. By: /s/Eldad Weiss Eldad Weiss President and Chief Executive Officer 9 10 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eldad Weiss and Brian W. Berman, or either of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any registration statement relating to the offering hereunder pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully 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 by the following persons in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- /s/Jacob Dunietz Chairman of the Board December 30, 1998 - -------------------------- Jacob Dunietz /s/Eldad Weiss President, Chief Executive Officer December 30, 1998 - -------------------------- and Director Eldad Weiss (Principal Executive Officer) /s/Brian W. Berman Chief Financial Officer December 30, 1998 - -------------------------- (Principal Financial and Accounting Brian W. Berman Officer) /s/Ofer Nemirovsky Director December 30, 1998 - -------------------------- Ofer Nemirovsky /s/Samuel H. Schwartz Director December 30, 1998 - -------------------------- Samuel H. Schwartz /s/ Erel Margalit Director December 30, 1998 - -------------------------- Erel Margalit /s/Elie Barr Director December 30, 1998 - -------------------------- Elie Barr /s/Amos Nur Director December 30, 1998 - -------------------------- Amos Nur AUTHORIZED REPRESENTATIVE IN THE UNITED STATES: PARADIGM GEOPHYSICAL CORP. By: /s/Eldad Weiss -------------------------- Name: Eldad Weiss Title: Chief Executive Officer
10 11 INDEX TO EXHIBITS Exhibit No Description -- ----------- 4.1 Key Employee Plan (incorporated by reference to exhibit number 10.4 to the Company's Registration Statement on Form F-1, as amended, File No. 333- 7926.) 4.2 May 1994 Stock Option Plan (incorporated by reference to exhibit number 10.5 to the Company's Registration Statement on Form F-1, as amended, File No. 333-7926.) 4.3 1994 General Stock Option Plan (incorporated by reference to exhibit number 10.6 to the Company's Registration Statement on Form F-1, as amended, File No. 333-7926.) 4.4 1997 Stock Option Plan for Qualifying Israel Employees (incorporated by reference exhibit number 10.8 to the Company's Registration Statement on Form F-1, as amended, File No. 333-7926.) 4.5 1997 Executive Stock Option Plan (incorporated by reference to exhibit number 10.7 to the Company's Registration Statement on Form F-1, as amended, File No. 333-7926.) 4.6 1997 Stock Option Plan for U.S. Employees (incorporated by reference to exhibit number 10.9 to the Company's Registration Statement on Form F-1, as amended, File No. 333-7926.) 5 Opinion of Efrati Galili & Co. 23.1 Consent of Kost Levary & Forer 23.2 Consent of Ernst & Young LLP 23.3 Consent of Blick Rothenberg 23.4 Consent of Efrati Galili & Co. (contained in their opinion constituting Exhibit 5). 24 Power of Attorney (included in signature page). 11 EX-5 2 OPINION OF EFRATI GALILI & CO. 1 EXHIBIT 5 December 29, 1998 Paradigm Geophysical Ltd. Merkazim House 32 Maskit Street Herzlia 46120 Israel Dear Sirs: We refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), on behalf of Paradigm Geophysical Ltd. (the "Company"), relating to 2,300,000 of the Company's Ordinary Shares, NIS 0.5 nominal per share (the "Shares"), to be issued under the Key Employee Plan, the May 1994 Stock Option Plan, the 1994 General Stock Option Plan, the 1997 Stock Option Plan for Qualifying Israel Employees, the 1997 Executive Stock Option Plan, and the 1997 Stock Option Plan for U.S. Employees (collectively referred to as the "Plans"), being registered pursuant to the Registration Statement. As counsel for the Company, we have examined originals and copies, certified or otherwise identified to our satisfaction, of such corporate records, other documents of the Company and questions of law as we have deemed necessary or appropriate for the purposes of this opinion. In our examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as copies. Upon the basis of such examination, we advise you that in our opinion, all necessary corporate proceedings of the Company have been duly taken to authorize the issuance of the Shares and that the Shares being registered pursuant to the Registration Statement, when issued under the applicable Plans in accordance with the terms of such Plans, will be duly authorized, validly issued, fully paid and non-assessable. In giving this opinion, no opinion is expressed as to the laws of any jurisdiction other than the State of Israel. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our firm's name as used in the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act. Very truly yours, Efrati Galili & Co. 12 EX-23.1 3 CONSENT OF KOST LEVARY & FORER 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Key Employee Plan, the May 1994 Stock Option Plan, the 1994 General Stock Option Plan, the 1997 Stock Option Plan for Qualifying Israel Employees, the 1997 Executive Stock Option Plan, and the 1997 Stock Option Plan for U.S. Employees (collectively referred to as the "Plans"), of our report included in the Company's registration statement on Form F-1, as filed with the Commission on November 10, 1997 (File No. 333-7926) and as amended on November 21, 1997, April 7, 1998, May 13, 1998, June 2, 1998, June 4, 1998 and June 5, 1998, under the Securities Act of 1933. Kost, Levary & Forer Certified Public Accountants (Isr.) Tel Aviv, Israel December 28, 1998 13 EX-23.2 4 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Key Employee Plan, the May 1994 Stock Option Plan, the 1994 General Stock Option Plan, the 1997 Stock Option Plan for Qualifying Israel Employees, the 1997 Executive Stock Option Plan, and the 1997 Stock Option Plan for U.S. Employees, of our report dated September 30, 1997, with respect to the consolidated financial statements of CogniSeis Development, Inc., included in the Company's registration statement (Form F-1 No. 333-7926) and the related prospectus of Paradigm Geophysical Ltd. filed with the Securities and Exchange Commission. Ernst & Young LLP Houston, Texas December 28, 1998 14 EX-23.3 5 CONSENT OF BLICK ROTHENBERG 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Key Employee Plan, the May 1994 Stock Option Plan, the 1994 General Stock Option Plan, the 1997 Stock Option Plan for Qualifying Israel Employees, the 1997 Executive Stock Option Plan, and the 1997 Stock Option Plan for U.S. Employees (collectively referred to as the "Plans"), of our report dated November 5, 1997, with respect to the Financial Statements of Paradigm Geophysical (UK) Ltd., included in the Company's registration statement on Form F-1, as filed with the Commission on November 10, 1997 (File No. 333-7926) and as amended on November 21, 1997, April 7, 1998, May 13, 1998, June 2, 1998, June 4, 1998 and June 5, 1998, under the Securities Act of 1933. Blick Rothenberg December 30, 1998 15 -----END PRIVACY-ENHANCED MESSAGE-----