-----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, WnZ7CRPVTl4DH4hPnSLhVkrawqN28+LeULH3kMabN/3eru6ADW3iCm+f+s6Qa94K KQpjUYz/Wxa2IK7AaZHE+w== 0001029869-98-000652.txt : 19980513 0001029869-98-000652.hdr.sgml : 19980513 ACCESSION NUMBER: 0001029869-98-000652 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980512 EFFECTIVENESS DATE: 19980512 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EIS INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000032251 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 061017599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-52423 FILM NUMBER: 98616640 BUSINESS ADDRESS: STREET 1: 555 HERNDON PARKWAY CITY: HERNDON STATE: VA ZIP: 22070 BUSINESS PHONE: 2033514800 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC INFORMATION SYSTEMS INC DATE OF NAME CHANGE: 19940218 S-8 1 FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 12, 1998 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EIS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 06-1017599 (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification Number) 555 Herndon Parkway Herndon, Virginia 20170 (Address and zip code of Principal Executive Offices) AMENDED AND RESTATED STOCK OPTION PLAN (Full title of the Plan) Mr. James E. McGowan President and Chief Executive Officer 555 Herndon Parkway Herndon, Virginia 20170 (Name, address and of agent for service) (703) 478-9808 (Telephone number, including area code, of agent for service) with a copy to S. Donald Gonson, Esq. Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109
CALCULATION OF REGISTRATION FEE ========================================================================================================================== Title of Securities to be Amount to Proposed Maximum Proposed Maximum Amount of Registered be Registered Offering Price Per Share Aggregate Offering Price Registration Fee - -------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value per share 1,223,229 shares $6.06 (1) $7,412,767.74 (1) $2,186.77 ==========================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee and based upon the average of the high and low trading prices of the Registrant's Common Stock, as reported on the Nasdaq National Market on May 6, 1998, in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended. ================================================================================ Statement of Incorporation by Reference --------------------------------------- This Registration Statement on Form S-8 incorporates by reference the contents of a Registration Statement on Form S-8, File No. 33-59754, filed by the Registrant on March 17, 1993, as amended on May 25, 1993, relating to the Registrant's Amended and Restated Stock Option Plan, the Stock Option Plan for E. Kevin Dahill, the Stock Option Plan for Robert L. Schwartz, the 1993 Employee Stock Purchase Plan and the 1993 Stock Option Plan for Non-Employee Directors. -2- 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 Herndon, Commonwealth of Virginia, this the 5th day of May, 1998. EIS International, Inc. By: /s/ James E. McGowan -------------------------- James E. McGowan President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of EIS International, Inc., hereby severally constitute and appoint James E. McGowan, Frederick Foley, and S. Donald Gonson, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names, in the capacities indicated below, the Registration Statement on Form S-8 filed herewith, and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and on our behalf and in our capacities as officers and directors to enable EIS International, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. -3- Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated as of the 5th day of May, 1998. Signature Title /s/ James E. McGowan President, Chief Executive ------------------------ Officer and Director James E. McGowan (Principal Executive Officer) /s/ Frederick C. Foley Chief Financial Officer ------------------------ (Principal Financial Frederick C. Foley Accounting Officer) /s/ Robert Cresci Director ------------------------ Robert Cresci /s/ Robert Jesurum Director ------------------------ Robert Jesurum /s/ Kent M. Klineman Director ------------------------ Kent M. Klineman /s/ Charles McCall Director ------------------------ Charles McCall -4- Exhibit Index Exhibit Number Description - ------ ----------- 4.1 Restated Certificate of Incorporation, as amended.(1) 4.2 By-Laws, as amended.(2) 4.3 Specimen Certificate of Common Stock of the Registrant.(3) 5.1 Opinion of Hale and Dorr LLP. 23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1). 23.2 Consent of KPMG Peat Marwick LLP. 24.1 Power of Attorney (included in the signature pages of this Registration Statement). - ------------------------- (1) Incorporated herein by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 (File No. 33-79814) filed with the Securities and Exchange Commission on June 3, 1994. (2) Incorporated herein by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993. (3) Incorporated herein by reference to Exhibit C to the Registrant's Registration Statement on Form 8-A dated June 22, 1992. -5- EX-5.1 2 OPINION OF HALE AND DORR LLP Exhibit 5.1 ----------- [Hale and Dorr LLP letterhead] May 12, 1998 EIS International, Inc. 555 Herndon Parkway Herndon, Virginia 20170 Re: Amended and Restated Stock Option Plan -- Registration Statement on Form S-8 ------------------------------------------ Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") relating to 1,223,229 shares of Common Stock, $0.01 par value per share (the "Shares"), of EIS International, Inc., a Delaware corporation (the "Company"), issuable under the Company's Amended and Restated Stock Option Plan (the "Plan"). We have examined the Restated Certificate of Incorporation and the Amended and Restated By-Laws of the Company, each as amended to date, the Registration Statement and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. We assume that the appropriate action will be taken, prior to the offer and sale of the Shares to register and qualify the Shares for sale under all applicable state securities or "blue sky" laws. We express no opinion herein as the laws of any state or jurisdiction other than the state laws of the Commonwealth of Massachusetts, the Delaware General Corporation Law statute and the federal laws of the United States of America. Based upon and subject to the foregoing, we are of the opinion that the Shares covered by the Registration Statement have been duly authorized for issuance under the Plan and that the Shares, when issued against payment therefor in accordance with the terms of the Plan and at a price per share in excess of the nominal value per share for such Shares, will be validly issued, fully paid and nonassessable. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matter. Very truly yours, /s/ Hale and Dorr LLP Hale and Dorr LLP EX-23.2 3 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We consent to the use of our report incorporated by reference in the registration statement on Form S-8 of EIS International, Inc. and subsidiaries as listed with the Securities and Exchange Commission on May 11, 1998, relating to the consolidated balance sheets of EIS International, Inc. and subsidiaries as of December 31, 1996 and 1997, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1997, and all related schedules, which report appears in the December 31, 1997, annual report on Form 10-K of EIS International, Inc. and subsidiaries. KPMG Peat Marwick LLP Stamford, Connecticut May 11, 1998 -4- -----END PRIVACY-ENHANCED MESSAGE-----