-----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, HdHEZn5QNEj4tTBSsZtRDawMV4tsxV3bH19qPtYyhEej+VfR2xAq/wzjjbzIfl4p 6FUudwvu4DCj4Mv2i55yAQ== 0000950144-01-509422.txt : 20020411 0000950144-01-509422.hdr.sgml : 20020411 ACCESSION NUMBER: 0000950144-01-509422 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011119 EFFECTIVENESS DATE: 20011119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACADA LTD CENTRAL INDEX KEY: 0001095747 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-73650 FILM NUMBER: 1795193 BUSINESS ADDRESS: STREET 1: 11 GALGALEI HAPLADA ST STREET 2: PO BOX 12175 CITY: HERZLIYA 46722 ISRAE STATE: L3 BUSINESS PHONE: 9729525900 MAIL ADDRESS: STREET 1: JACADA INC 400 PERIMETER CENTER TERRACE STREET 2: SUITE 195 CITY: ATLANTA STATE: GA ZIP: 30346 S-8 1 g72483s-8.txt JACADA LTD. As filed with the Securities and Exchange Commission on November 19, 2001 Registration No. 333- --------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JACADA LTD. ----------- (Exact name of registrant as specified in its charter) Israel N/A - --------------------------------- ------------------------------- (State or other jurisdiction (I.R.S. Employer Identification of incorporation or organization) Number) 11 Galgalei Haplada Street, P. O. Box 12175, Herzliya 46722, Israel - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) JACADA LTD. 1999 SHARE OPTION AND INCENTIVE PLAN (Full Title of the Plan) Robert C. Aldworth Chief Financial Officer 400 Perimeter Center Terrace, Suite 195 Atlanta, Georgia 30346 (770) 352-1310 (telephone) (770) 352-1313 (facsimile) ---------------------------------------- (Name, address, telephone number, including area code, of agent for service) --------- Copies Requested to: Jon H. Klapper, Esq. Smith, Gambrell & Russell, LLP 1230 Peachtree Street, N.E. Suite 3100, Promenade II Atlanta, Georgia 30309-3592 (404) 815-3500 (telephone) (404) 815-3509 (facsimile) --------- CALCULATION OF REGISTRATION FEE
================================================================================================================================ Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of to be Registered Registered Share(1) Price(1) Registration Fee - -------------------------------------------------------------------------------------------------------------------------------- Ordinary Shares, par 1,800,000 value NIS 0.01 per share shares $2.80 $5,040,000 $1,260.00 - --------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) based upon the average of the high and low reported prices of the common stock on the Nasdaq National Market on November 15, 2001. =============================================================================== This Registration Statement covers 1,800,000 additional shares of the par value NIS 0.01 ordinary shares of Jacada Ltd. (the "Company") issuable pursuant to the Jacada Ltd. 1999 Share Option and Incentive Plan, for which a previously filed Registration Statement on Form S-8 is effective. The contents of the Company's earlier Registration Statement on Form S-8, File No. 333-34420, as filed with the Securities and Exchange Commission on April 10, 2000 is incorporated herein by reference. THE COMPANY HAS RECEIVED FROM THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL AN EXEMPTION FROM THE OBLIGATION TO PUBLISH THIS REGISTRATION STATEMENT IN THE MANNER REQUIRED FOR THE PUBLICATION OF A PROSPECTUS PURSUANT TO THE PREVAILING LAWS OF THE STATE OF ISRAEL. NOTHING IN SUCH EXEMPTION SHALL BE CONSTRUED AS AUTHENTICATION OR APPROVAL OF THE RELIABILITY OR ACCURACY OF THE MATTERS CONTAINED IN THIS REGISTRATION STATEMENT OR AS AN EXPRESSION OF OPINION AS TO THE QUALITY OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS REGISTRATION STATEMENT. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed below are hereby incorporated by reference into this Registration Statement, and all documents subsequently filed by the Company pursuant to Section 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 which indicates that all securities offered have been sold or which deregisters 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 such documents: 1. The Company's Annual Report on Form 20-F for the year ended December 31, 2000; 2. The Company's Registration Statement on Form 8-A, as filed with the Commission on October 8, 1999 (Registration No. 333-10892), to register the Company's par value NIS 0.01 ordinary shares under Section 12(b) of the Securities Exchange Act of 1934, as amended, which Registration Statement contains a description of the ordinary shares. ITEM 8. EXHIBITS. The following exhibits are filed with or incorporated by reference into this Registration Statement:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - -------------- ---------------------- 5.1 Opinion of Meitar, Liquornik, Geva & Co. 10.1 The Company's 1999 Share Option and Incentive Plan (incorporated by reference from Registration Statement on Form F-1, filed with the SEC as amended on October 13, 1999). 10.2 Amendment No. 1 to the Company's 1999 Share Option and Incentive Plan. 23.1 Consent of Kost, Forer & Gabbay, a member of Ernst & Young International. 23.2 Consent of Meitar, Liquornik, Geva & Co. (contained in their opinion filed as Exhibit 5.1). 24.1 Powers of Attorney (contained on the signature page to this Registration Statement).
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Atlanta, State of Georgia, on this 19th day of November, 2001 JACADA LTD. By: /s/ Robert C. Aldworth ------------------------------- Robert C. Aldworth Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert C. Aldworth and Gideon Hollander or any of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, including a Registration Statement filed under Rule 462(b) of the Securities Act of 1933, as amended, 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 and about the premises, as fully to all intents and purposes as he or she 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 or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE ---------- ----- ---- /s/ Gideon Hollander Chief Executive Officer and November 19, 2001 - ---------------------------------------- Director Gideon Hollander (Principal Executive Officer) /s/ Robert C. Aldworth Chief Financial Officer November 19, 2001 - ---------------------------------------- (Principal Financial and Robert C. Aldworth Accounting Officer) /s/ Naomi Atsmon Director November 19, 2001 - ---------------------------------------- Naomi Atsmon /s/ Amnon Shoham Director November 19, 2001 - ---------------------------------------- Amnon Shoham /s/ Yossie Hollander Chairman of the Board and November 19, 2001 - ---------------------------------------- Director Yossie Hollander /s/ Ohad Zuckerman Director November 19, 2001 - ---------------------------------------- Ohad Zuckerman
Exhibit Index
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------- ---------------------- 5.1 Opinion of Meitar, Liquornik, Geva & Co. 10.2 Amendment No. 1 to 1999 Share Option and Incentive Plan. 23.1 Consent of Kost, Forer & Gabbay, a member of Ernst & Young International
EX-5.1 3 g72483ex5-1.txt OPINION OF MEITAR, LIQUORNIK, GEVA & CO. EXHIBIT 5.1 [LETTERHEAD OF MEITAR, LIQUORNIK, GEVA & CO.] November 19, 2001 Jacada Ltd. Droyanov House 11 Galgalei Haplada Street Herzliya 46722 Israel Ladies and Gentlemen: We refer to the Registration Statement of Jacada Ltd., an Israeli company (the "Company") on Form S-8 under the Securities Act of 1933, as amended (the "Registration Statement") relating to an additional 1,800,000 Ordinary Shares par value NIS 0.01 (the "Ordinary Shares") to be issued under the Company's 1999 Share Option Plan (the "1999 Plan"). Capitalized terms defined in the Registration Statement and used herein (but not otherwise defined herein) are used herein as so defined. As Israeli counsel to the Company, we have examined originals or copies (certified or otherwise identified to our satisfaction), of such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied solely upon certificates or comparable documents of officers and representatives of the Company. In making our examination of documents executed by parties other than the Company, we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and due execution and delivery by such parties of such documents and the validity and binding effect thereof. Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the all necessary corporate procedures by the Company have been duly taken to authorize the issuance of the Ordinary Shares pursuant to the 1999 Plan as contemplated by the Registration Statement and the Ordinary Shares being registered pursuant to the Registration Statement, when issued and paid for in full in accordance with the 1999 Plan will be validly issued, fully paid and nonassessable. Jacada Ltd. November 19, 2001 Page 2 This opinion is subject to the following qualifications: This opinion is based on the facts existing on the date hereof and of which we are aware without making any special investigation. We express no opinion as to any laws other than the laws of the State of Israel as the same are in force on the date hereof and we have not, for the purpose of giving this opinion, made any investigation of the laws of any other jurisdiction including, without limitation, the laws of the State of New York and of the United States of America. We render no opinion in relation to any representation made or given in the Registration Statement. This opinion is furnished to you solely in connection with the Registration Statement and is not to be used, circulated, quoted or otherwise referred to for any other purpose without our express written permission. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ MEITAR, LIQUORNIK, GEVA & CO. EX-10.2 4 g72483ex10-2.txt AMENDMENT NO. 1 TO 1999 SHARE OPTION AND INCENTIVE EXHIBIT 10.2 AMENDMENT NUMBER ONE TO JACADA LTD. 1999 SHARE OPTION AND INCENTIVE PLAN The 1999 Share Option and Incentive Plan of Jacada Ltd. is hereby amended as follows: Paragraph 6 of the Plan, entitled "Shares Reserved for 1999 Plan," shall be amended by deleting the first sentence of such Paragraph 6 and substituting the following new sentence therefor: 'Subject to adjustment as provided in Paragraph 8 hereof, a total of 3,600,000 Ordinary Shares, NIS 0.01 par value per share, of the Company ("Shares") shall be subject to the 1999 Plan.' All other provisions of the Plan shall continue in full force and effect, and the foregoing amendment shall be effective on the date that such amendment is approved by the Company's shareholders. EX-23.1 5 g72483ex23-1.txt CONSENT OF KOST, FORER & GABBAY EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement (Form S-8), pertaining to the Jacada Ltd. 1999 Share Option and Incentive Plan, of our report dated January 29, 2001 with respect to the consolidated financial statements of Jacada Ltd. included in its Annual Report (Form 20-F) filed with the Securities and Exchange Commission for the year ended December 31, 2000. /s/ KOST, FORER & GABBAY A Member of Ernst & Young International Tel Aviv, Israel November 19, 2001 -----END PRIVACY-ENHANCED MESSAGE-----