-----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, Dda0M0NIcrcHj7q8QY2wzzE/J/tUlrLFrzS5NiRVRQTf7PW1J6A9nx8Nn0ocpb4N XJK+VTk6aSQSAB9bMQhswA== /in/edgar/work/20000725/0000950144-00-009046/0000950144-00-009046.txt : 20000921 0000950144-00-009046.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950144-00-009046 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000725 EFFECTIVENESS DATE: 20000725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESHARE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001034956 STANDARD INDUSTRIAL CLASSIFICATION: [7374 ] IRS NUMBER: 581378534 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42220 FILM NUMBER: 678707 BUSINESS ADDRESS: STREET 1: 5051 PEACHTREE CORNERS CIRCLE CITY: NORCROSS STATE: GA ZIP: 30092-2500 BUSINESS PHONE: 7702394000 MAIL ADDRESS: STREET 1: 5051 PEACHTREE CORNERS CIRCLE CITY: NORCROSS STATE: GA ZIP: 30092-2500 FORMER COMPANY: FORMER CONFORMED NAME: ESHARE TECHNOLOGIES INC/GA DATE OF NAME CHANGE: 19991020 FORMER COMPANY: FORMER CONFORMED NAME: MELITA INTERNATIONAL CORP DATE OF NAME CHANGE: 19970304 S-8 1 s-8.txt ESHARE COMMUNICATIONS, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 25, 2000 REGISTRATION NO. 333-_______ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- ESHARE COMMUNICATIONS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) GEORGIA 58-1378534 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 5051 PEACHTREE CORNERS CIRCLE NORCROSS, GEORGIA 30092-2500 (770) 239-4000 (Address of registrant's principal executive offices, including zip code and telephone number, including area code) --------------------------- ESHARE COMMUNICATIONS, INC. 2000 STOCK OPTION PLAN (Full title of the Plan) ALEKSANDER SZLAM COPY TO: CHIEF EXECUTIVE OFFICER JOHN FRANKLIN SMITH, ESQ. ESHARE COMMUNICATIONS, INC. LARRY W. SHACKELFORD, ESQ. 5051 PEACHTREE CORNERS CIRCLE MORRIS, MANNING & MARTIN, L.L.P. NORCROSS, GEORGIA 30092-2500 1600 ATLANTA FINANCIAL CENTER (770) 239-4000 3343 PEACHTREE ROAD, N.E. ATLANTA, GEORGIA 30326 (404) 233-7000 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------------- CALCULATION OF REGISTRATION FEE
==================================================================================================================================== Proposed Proposed Maximum Amount to be Maximum Offering Aggregate Offering Price Title of Securities to be Registered Registered Price Per Share(1) (1) Amount of Registration Fee(1) - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value per share 3,387,511 shares $6.1235 $20,743,445 $5,476.27 ====================================================================================================================================
--------------- (1) Computed in accordance with Rule 457(c) and (h) of the Securities Act of 1933, based on the high and low prices of the common stock offered hereby on the Nasdaq National Market on July 24, 2000. (2) The proposed maximum aggregate offering price of the Common Stock offered hereunder is based on (i) 3,310,663 shares subject to options previously granted at a weighted average exercise price of $6.13 per share and (ii) 76,848 shares not subject to outstanding options but reserved for issuance at an assumed exercise price of $6.0312 per share. 2 EXPLANATORY STATEMENT Pursuant to General Instruction E to Form S-8, the contents of the Registrant's Registration Statement on Form S-8 (Registration No. 333-41503) originally filed with the Securities and Exchange Commission on December 4, 1998 (the "Prior Registration Statement") are incorporated herein by reference, except for Items 3 and 8 of Part II of the Prior Registration Statement. This Registration Statement covers 3,387,511 shares which, together with the 2,553,782 shares available under the Prior Registration Statement constitute the 5,941,293 shares issuable under the Registrant's 1997 Stock Option Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) the Registrant's Annual Report on form 10-K for the year ended December 31, 1999, filed with the Commission on March 30, 2000; (b) the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, filed with the Commission on May 15, 2000; and (c) the description of the Common Stock, no par value per share of the Registrant ("Common Stock") included in the Registrant's Registration Statement on Form 8-A, filed with the Commission on May 22, 1997. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Shares of Common Stock offered hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof. The Company hereby undertakes to provide without charge to each person to whom this Prospectus has been delivered, upon the written or oral request of any such person, a copy of any and all of the foregoing documents incorporated herein by reference (other than exhibits to such documents which are not specifically incorporated by reference into the information that this Prospectus incorporates). Written or telephone requests should be directed to Richard Dobb, Esq., General Counsel, eShare Communications, Inc., 5051 Peachtree Corners Circle, Norcross, Georgia 30092, telephone number (770) 239-4000. ITEM 8. EXHIBITS. The following exhibits are filed with or incorporated by reference into this Registration Statement pursuant to Item 601 of Regulation S-K:
Exhibit No. Description ----------- ----------- 3.1 Amended and Restated Articles of Incorporation of eShare Communications, Inc. (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Company's Registration Statement on Form S-1, File No. 33-22855) dated March 28, 1997. 3.2 Amended and Restated Bylaws of eShare Communications, Inc. (incorporated by reference to Exhibit 3.4 to Amendment No. 1 to the Company's Registration Statement on Form S-1, File Number 33-22855) dated March 28, 1997.
-2- 3 5.1 Opinion of Morris, Manning & Martin, L.L.P. as to the legality of the securities being registered. 10.1 Amendment No. 2 to the Registrant's 1997 Stock Option Plan. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Morris, Manning & Martin, L.L.P. (included in Exhibit 5.1). 24.1 Power of Attorney (included on page 5 of this Registration Statement).
-3- 4 SIGNATURES Pursuant to the requirements of the Securities Act, 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 Norcross, State of Georgia, on this the 25th day of July, 2000. ESHARE COMMUNICATIONS, INC. By: /s/ Aleksander Szlam -------------------------------------------------- Aleksander Szlam Chairman of the Board and Chief Executive Officer -4- 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Aleksander Szlam and James Tito, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign a Registration Statement relating to the registration of shares of common stock on Form S-8 and to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the 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 required or necessary to be done in and about the premises, 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 any of them, or their or his substitute, could lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. /s/ Aleksander Szlam Chairman of the Board July 25, 2000 - ------------------------------------ and Chief Executive Officer Aleksander Szlam (Principal Executive Officer) /s/ George W. Landgrebe Chief Operating Officer and July 25, 2000 - ------------------------------------ Chief Financial Officer George W. Landgrebe (Principal Financial and Accounting Officer) /s/ James Tito President and July 25, 2000 - ------------------------------------ Vice Chairman of the Board James Tito /s/ Donald L. House Director July 25, 2000 - ------------------------------------ Donald L. House /s/ Andrew J. Filipowski Director July 25, 2000 - ------------------------------------ Andrew J. Filipowski /s/ Jack Pellicci Director July 25, 2000 - ------------------------------------ Jack Pellicci
-5- EX-5.1 2 ex5-1.txt OPINION OF MORRIS, MANNING & MARTIN, L.L.P. 1 EXHIBIT 5.1 July 25, 2000 eShare Communications, Inc. 5051 Peachtree Corners Circle Norcross, Georgia 30092-2500 Re: Registration Statement on Form S-8 Gentlemen: We have acted as counsel for eShare Communications, Inc., a Georgia corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8, of a proposed offering of up to 3,387,511 additional shares of the Company's common stock, no par value per share ("Shares"), issuable pursuant to the eShare Communications, Inc. 1998 Stock Option Plan (the "Plan"). We have examined and are familiar with the originals or copies of certified or otherwise identified to our satisfaction of such documents, corporate records, and other instruments relating to the incorporation of the Company and to the authorization and issuance of Shares under the Plan as would be necessary and advisable for purposes of rendering this opinion. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued as contemplated by the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this Opinion as Exhibit 5 to the Company's registration statement on Form S-8. Very truly yours, MORRIS, MANNING & MARTIN, L.L.P. /s/ Morris, Manning & Martin, L.L.P. EX-10.1 3 ex10-1.txt AMENDMENT NO.2 TO 1997 STOCK OPTION PLAN 1 EXHIBIT 10.1 AMENDMENT NO. 2 TO ESHARE TECHNOLOGIES, INC. 1997 STOCK OPTION PLAN The eShare Technologies, Inc. 1997 Stock Option Plan (the "Plan") is hereby amended as follows: 1. Increase in Authorized Shares. Section 3 of the Plan is hereby amended as follows: SECTION 3. SHARES SUBJECT TO OPTIONS The initial number of Shares reserved for issuance under this Plan shall be 3,350,000 Shares of Common Stock, less the number of Shares (a) which have been issued pursuant to exercised grants made under the eShare Technologies, Inc. 1992 Discounted Stock Option Plan (the "1992 Plan"), or (b) which are subject to options granted which remain outstanding under the 1992 Plan. The number of shares of Common Stock available for issuance under the Plan shall be automatically adjusted on the first day of each fiscal year, beginning with the 1998 fiscal year, by a number of Shares such that the total number of shares reserved for issuance under this Plan equals the sum of (i) the aggregate number of Shares previously issued under this Plan and the 1992 Plan; (ii) the aggregate number of Shares subject to then outstanding or authorized options under this Plan and the 1992 Plan; and (iii) 5% of the number of shares of Common Stock outstanding on the last day of the preceding fiscal year. Notwithstanding the foregoing, not more than 750,000 of the Shares available for grant each year shall be available for issuance pursuant to ISOs, such that not more than 7,500,000 shares resulting from such automatic adjustments may ever be issued pursuant to ISOs during the term of the Plan. Such Shares shall be reserved, to the extent that the Company deems appropriate, from authorized but unissued Shares, and from Shares which have been reacquired by the Company. Furthermore, any Shares subject to an Option which remain unissued after the cancellation, expiration or exchange of such Option thereafter shall again become available for use under this Plan, and any Shares subject to an option granted under the 1992 Plan which remain unissued after the cancellation, expiration or exchange of such option thereafter shall become available for use under this Plan. Notwithstanding the above, any Surrendered Shares which remain after the surrender of an Option under Section 11 shall not again become available for use under this Plan. 2. Effective Date. The effective date of this Amendment shall be April 17, 2000. 3. Miscellaneous. (a) Capitalized terms not otherwise defined herein shall have the meanings given them in the Plan. (b) Except as specifically amended hereby, the Plan shall remain in full force and effect. 2 IN WITNESS WHEREOF, the Company has caused this Amendment No. 2 to the eShare Technologies, Inc. 1997 Stock Option Plan to be executed on the Effective Date. ESHARE TECHNOLOGIES, INC. By: /s/ Aleksander Szlam ------------------------------------- Aleksander Szlam, Chairman and CEO Attest: /s/ Anna Phillips - -------------------------------------- Print Name: Anna Phillips --------------------------- Print Title: Assistant Secretary -------------------------- EX-23.1 4 ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our reports (and to all references to our firm) included in or made part of this Form S-8 Registration Statement. Arthur Andersen LLP Atlanta, Georgia July 19, 2000 -----END PRIVACY-ENHANCED MESSAGE-----