-----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, BG20/qwLezoDD6AZ9LgdHnB//09ORzFBwKHr4kdqLrLgH59rhQeoQXg39wBeb5ou 9qnDt9FlOhJtVokKzHlbbg== /in/edgar/work/20000804/0000927016-00-002734/0000927016-00-002734.txt : 20000921 0000927016-00-002734.hdr.sgml : 20000921 ACCESSION NUMBER: 0000927016-00-002734 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000804 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATAWARE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000875942 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 061232140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21860 FILM NUMBER: 686334 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 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): AUGUST 4, 2000 DATAWARE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-21860 06-1232140 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) ONE CANAL PARK, CAMBRIDGE, MASSACHUSETTS 02141 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (617) 621-0820 ITEM 5. OTHER EVENTS. ------------ Dataware Technologies, Inc. (the "Company") is offering 162,305 shares of the Company's Common Stock, $0.01 par value per share (the "Shares"), in a privately-negotiated transaction, at a price of $2.83417 per share. The shares are covered by the Company's Registration Statement on Form S-3 (the "Registration Statement") (File No. 333-37248) which the Securities and Exchange Commission previously declared effective. In order to furnish an exhibit for incorporation by reference into the Registration Statement, the Company hereby files as Exhibit 5.2 to the Registration Statement an opinion of Palmer & Dodge LLP, counsel to the Company, regarding the validity of the Shares. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. ------------------------------------------------------------------ (c) Exhibits: -------- Exhibit No. Description -------- ----------- 5.2 Opinion of Palmer & Dodge LLP. Filed herewith. 23.3 Consent of Palmer & Dodge LLP (included as part of their opinion filed herewith). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 4, 2000 DATAWARE TECHNOLOGIES, INC. By: /s/ Michael Gonnerman --------------------------------------- Michael Gonnerman Vice President, Chief Financial Officer and Treasurer EXHIBIT INDEX Exhibit No. Description -------- ----------- 5.2 Opinion of Palmer & Dodge LLP. Filed herewith. 23.3 Consent of Palmer & Dodge LLP (included as part of their opinion filed herewith). EX-5.2 2 0002.txt OPINION OF PALMER & DODGE, LLP. Exhibit 5.2 [Palmer & Dodge LLP Letterhead] August 4, 2000 Dataware Technologies, Inc. One Canal Park Cambridge, MA 02141 Reference is made to our opinion dated May 17, 2000 and included as Exhibit 5.1 to the Registration Statement on Form S-3 (Commission File No. 333-37248) (the "Registration Statement") filed on May 17, 2000 by Dataware Technologies, Inc. (the "Company"), a Delaware corporation, with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). We are rendering this supplemental opinion in connection with the prospectus supplement (the "Prospectus Supplement") and base prospectus (the "Base Prospectus") filed on or about August 4, 2000 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to 162,305 shares of the Company's Common Stock, $0.01 par value per share (the "Shares"), which Shares are covered by the Registration Statement. We understand that the Shares are to be offered and sold in the manner described in the Prospectus Supplement. We have acted as your counsel in connection with the preparation of the Registration Statement, the Prospectus Supplement and the Base Prospectus. We are familiar with the proceedings of the Board of Directors of the Company in connection with the authorization, issuance and sale of the Shares. We have examined such other documents as we consider necessary to render this opinion. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and delivered by the Company against payment therefore as contemplated by the Prospectus Supplement, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as a part of the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Base Prospectus. Very truly yours, /s/ Palmer & Dodge LLP Palmer & Dodge LLP -----END PRIVACY-ENHANCED MESSAGE-----