-----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, QzMCgmNtrQMN6V/G2nSXpIAFROydWn4gg9j1jdSO8EklLGh80pvrU5h033hKjdd9 X8vTSBMqNiwpgdOcleUrgQ== 0000927016-00-001654.txt : 20000508 0000927016-00-001654.hdr.sgml : 20000508 ACCESSION NUMBER: 0000927016-00-001654 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000505 EFFECTIVENESS DATE: 20000505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATAWARE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000875942 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 061232140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-36400 FILM NUMBER: 620740 BUSINESS ADDRESS: STREET 1: ONE CANAL PARK STREET 2: SUITE 3300 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6176210820 MAIL ADDRESS: STREET 1: 222 THIRD STREET STREET 2: SUITE 3300 CITY: CAMBRIDGE STATE: MA ZIP: 02142 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on May 5, 2000 REGISTRATION NO. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ____________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DATAWARE TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation or Organization) 06-1232140 (I.R.S. Employer Identification No.) ONE CANAL PARK, CAMBRIDGE, MASSACHUSETTS 02141 (Address of Principal Executive Offices) (Zip Code) EQUITY INCENTIVE PLAN (Full Title of the Plan) MICHAEL GONNERMAN VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER Dataware Technologies, Inc. One Canal Park Cambridge, Massachusetts 02141 (617) 621-0820 (Name and Address of Agent for Service) with copies to: MATTHEW C. DALLETT Palmer & Dodge LLP One Beacon Street Boston, Massachusetts 02108 (617) 573-0303
CALCULATION OF REGISTRATION FEE ====================================================================================================================== Title Of Proposed Proposed Securities Amount Maximum Maximum Amount Of To Be To Be Offering Aggregate Registration Registered Registered Price Per Share(1) Offering Price(1) Fee - ---------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 2,000,000 shares(2) $3.375 $6,750,000 $1,782 ======================================================================================================================
(1) Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(h) and based upon the average of the high and low sale prices on May 1, 2000 as reported by the Nasdaq National Market System. (2) This Registration Statement registers an additional 2,000,000 shares under the Equity Incentive Plan, under which 3,293,827 shares have previously been registered (SEC File Nos. 33-70498, 33-79824, 333-28545 and 333- 56693). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Statement Regarding Incorporation by Reference of Information from Effective - ---------------------------------------------------------------------------- Registration Statement - ---------------------- This Registration Statement registers additional securities of the same class as other securities for which registration statements filed on Form S-8 relating to the Equity Incentive Plan are already effective. Pursuant to General Instruction E to Form S-8, the Registrant incorporates by reference into this Registration Statement the contents of the Registrant's Registration Statement on Form S-8 (Registration No. 33-70498) as filed with the Commission on October 19, 1993, Post-Effective Amendment No. 1 thereto as filed with the Commission on March 14, 1994, the Registrant's Registration Statement on Form S-8 (Registration No. 333-28545) as filed with the Commission on June 5, 1997, and the Registrant's Registration Statement on Form S-8 (Registration No. 333-56693) as filed with the Commission on June 12, 1998, including exhibits thereto. ITEM 8. EXHIBITS. See Exhibit Index on page 4. 2 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 Cambridge, Commonwealth of Massachusetts, on this 5th day of May, 2000. DATAWARE TECHNOLOGIES, INC. By: /s/ Michael Gonnerman --------------------- Michael Gonnerman Vice President, Chief Financial Officer and Treasurer POWER OF ATTORNEY We, the undersigned officers and directors of Dataware Technologies, Inc. hereby severally constitute and appoint David Mahoney, Michael Gonnerman, and Matthew C. Dallett, and each of them singly, our true and lawful attorneys-in- fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including any post- effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in- fact may 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 below by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE - --------- ----- ---- /s/ David Mahoney President and Chief May 5, 2000 - ------------------------ Executive Officer David Mahoney (Principal Executive Officer) /s/ Michael Gonnerman Vice President, Chief Financial May 5, 2000 - ------------------------ Officer and Treasurer Michael Gonnerman (Principal Financial and Principal Accounting Officer) /s/ Jeffrey O. Nyweide Director May 5, 2000 - ------------------------ Jeffrey O. Nyweide /s/ Stephen H. Beach Director May 5, 2000 - ------------------------ Stephen H. Beach /s/ William R. Lonergan Director May 5, 2000 - ----------------------- William R. Lonergan
3 EXHIBIT INDEX -------------
EXHIBIT NUMBER DESCRIPTION - --------- ----------- 4.1.1 Restated Certificate of Incorporation, as amended through April 14, 1997. Filed as Exhibit 3.1 to Dataware's Current Report on Form 8-K on April 17, 1997, and incorporated herein by reference. 4.1.2 Certificate of Amendment to Restated Certificate of Incorporation, as amended through April 13, 2000. Filed as Exhibit 4.1.2 to Dataware's Form S-3 (File No. 333-75855) on May 5, 2000, and incorporated herein by reference. 4.2 By-laws of Dataware, as amended through February 9, 1999. Filed as Exhibit 3.2 to Dataware's Form 10-K for the year ended December 31, 1998, and incorporated herein by reference. 4.3 Rights Agreement dated July 8, 1996, by and between American Stock Transfer & Trust Company as Rights Agent and the Registrant (the "Rights Agreement"). Filed as Exhibit 4 to Dataware's Current Report on Form 8-K (File No. 0-21860) on July 18, 1996, and incorporated herein by reference. 4.4 First Amendment to the Rights Agreement, dated April 14, 1997. Filed as Exhibit 4.1 to Dataware's Current Report on Form 8-K on April 17, 1997, and incorporated herein by reference. 5 Opinion of Palmer & Dodge LLP as to the legality of the securities registered hereunder. 23.1 Consent of PricewaterhouseCoopers LLP, independent accountants. 23.2 Consent of Palmer & Dodge (contained in Opinion of Palmer & Dodge filed as Exhibit 5). 24 Power of Attorney (set forth on the Signature Page to this Registration Statement).
4 EX-5 2 OPINION OF PALMER & DODGE LLP Exhibit 5 PALMER & DODGE LLP One Beacon Street, Boston, MA 02108-3190 Telephone: (617) 573-0100 Facsimile: (617) 227-4420 May 5, 2000 Dataware Technologies, Inc. One Canal Park Cambridge, Massachusetts 02141 We are rendering this opinion in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by Dataware Technologies, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), on or about the date hereof. The Registration Statement relates to 2,000,000 shares of the Company's Common Stock, $.01 par value (the "Shares"), offered pursuant to the provisions of the Company's Equity Incentive Plan (the "Plan"). We have acted as your counsel in connection with the preparation of the Registration Statement and are familiar with the proceedings taken by the Company in connection with authorization, issuance and sale of the Shares. We have examined all such documents as we consider necessary to enable us to render this opinion. Based upon the foregoing, we are of the opinion that when issued in accordance with the terms of the Plan and the options or other rights granted thereunder, the Shares will be duly authorized, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as a part of the Registration Statement. Very truly yours, /s/ Palmer & Dodge LLP Palmer & Dodge LLP EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 8, 2000 relating to the financial statements and financial statement schedule of Dataware Technologies, Inc., which appears on page 20, in Dataware Technologies, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts May 5, 2000 -----END PRIVACY-ENHANCED MESSAGE-----