-----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, J30ZzVbF5jeaCKxuLRq99sAALZhnE9yZij8IkzNvZzBYKyaJAIWL/4qj8dv/+wlH /YcDX740j/2t03vtJ7av1Q== 0000950144-98-007223.txt : 19980609 0000950144-98-007223.hdr.sgml : 19980609 ACCESSION NUMBER: 0000950144-98-007223 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980608 EFFECTIVENESS DATE: 19980608 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MELITA INTERNATIONAL CORP CENTRAL INDEX KEY: 0001034956 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 581378534 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-56299 FILM NUMBER: 98644033 BUSINESS ADDRESS: STREET 1: 5051 PEACHTREE CORNERS 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 S-8 1 MELITA INTERNATIONAL CORPORATION 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 1998 REGISTRATION NO. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- MELITA INTERNATIONAL CORPORATION (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) --------------------------- MELITA INTERNATIONAL CORPORATION 1997 STOCK OPTION PLAN (Full title of the Plan) ALEKSANDER SZLAM COPY TO: CHIEF EXECUTIVE OFFICER JOHN FRANKLIN SMITH, ESQ. MELITA INTERNATIONAL CORPORATION 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 Maximum Proposed Maximum Amount to be Offering Price Aggregate Offering Title of Securities to be Registered Registered Per Share(1) Price(1) Amount of Registration Fee(1) - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value per share 1,203,782 shares $13.97 $16,816,834.54 $4,960.97 ===================================================================================================================================
-------------------------- (1) Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee on the basis of the average of the high and low sales prices of the Registrant's Common Stock on June 1, 1998. 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 1,203,782 shares which, together with the 1,350,000 shares available under the Prior Registration Statement constitute the 2,553,782 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, 1997, filed with the Commission on March 31, 1998; (b) the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, filed with the Commission on May 15, 1998; 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 Registraion Statement 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 Registration Statement and to be a part hereof. The Company hereby undertakes to provide without charge to each person to whom this Registration Statement 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 Registration Statement incorporates). Written or telephone requests should be directed to Richard Dobb, Esq., General Counsel, Melita International Corporation, 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 ----------- ----------- 4.1 Amended and Restated Articles of Incorporation of Melita International Corporation (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-1, File No. 33-22855) dated March 6, 1997 4.2 Amended and Restated Bylaws of Melita International Corporation (incorporated by reference to Exhibit 3.4 to the Company's Registration Statement on Form S-1, File Number 33-22855) dated March 6, 1997
-2- 3 5.1 Opinion of Morris, Manning & Martin, L.L.P. as to the legality of the securities being registered 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 6 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 8th day of June, 1998. MELITA INTERNATIONAL CORPORATION 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 signatures appears below constitutes and appoints Aleksander Szlam and Mark B. Adams, 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 June 8, 1998 - ------------------------------ and Chief Executive Officer Aleksander Szlam (Principal Executive Officer) /s/ Mark B. Adams Vice President-Finance and Chief June 8, 1998 - ------------------------------ Financial Officer (Principal Mark B. Adams Financial and Accounting Officer) /s/ Donald L. House Director June 8, 1998 - ------------------------------ Donald L. House /s/ Don W. Hubble Director June 8, 1998 - ------------------------------ Don W. Hubble
-5- EX-5.1 2 OPINION OF MORRIS, MANNING & MARTIN 1 EXHIBIT 5.1 [MORRIS, MANNING & MARTIN LETTERHEAD] June 8, 1998 Melita International Corporation 5051 Peachtree Corners Circle Norcross, Georgia 30092-2500 Re: Registration Statement on Form S-8 Gentlemen: We have acted as counsel for Melita International Corporation, 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 1,203,782 additional shares of the Company's common stock, no par value per share ("Shares"), issuable pursuant to the Melita International Corporation 1997 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 5.1 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-23.1 3 CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 30, 1998 included in Melita International Corporation's Form 10-K for the year ended December 31, 1997 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Atlanta, Georgia June 3, 1998 -----END PRIVACY-ENHANCED MESSAGE-----