-----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, JzpiWjaGSxKTPy2YD+pmUyYSvU8oDegQhbDNkLMGeJwq3xzHDBvFmhGhmIY0mOnG kvcgfn/gR4jC4GdYWT7hmA== 0000927016-98-002367.txt : 19980615 0000927016-98-002367.hdr.sgml : 19980615 ACCESSION NUMBER: 0000927016-98-002367 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980612 EFFECTIVENESS DATE: 19980612 SROS: NONE 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: 333-56693 FILM NUMBER: 98647129 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 June 12, 1998 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 06-1232140 (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) ONE CANAL PARK, CAMBRIDGE, MASSACHUSETTS 02141 (Address of Principal Executive Offices) ----------------- 1993 EQUITY INCENTIVE PLAN (Full title of the plan) KURT MUELLER Principal Executive Officer Dataware Technologies, Inc. One Canal Park Cambridge, Massachusetts 02141 (617) 621-0820 (Name, address and telephone number 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 each class of securities to Amount to be Proposed Proposed maximum Amount of be registered registered maximum offering aggregate offering registration fee price per share(1) price(1) - ---------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value 500,000 shares(2) $3.03 $1,515,000 $446.93 - ----------------------------------------------------------------------------------------------------------------------
(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 June 8, 1998 as reported by the Nasdaq National Market System. (2) This Registration Statement registers an additional 500,000 shares under the 1993 Equity Incentive Plan, under which 2,993,827 shares have previously been registered (SEC File Nos. 33-70498, 33-79824 and 333-28545). 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 1993 Equity Incentive Plan are already effective. Pursuant to General Instruction E of this Form, 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 and the Registrant's Registration Statement on Form S-8 (Registration No. 333-28545) as filed with the Commission on June 5, 1997, including exhibits thereto. ITEM 8. EXHIBITS. See Exhibit Index on page 5. 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 12th day of June, 1998. DATAWARE TECHNOLOGIES, INC. By: /s/ Kurt Mueller ------------------------------------- Kurt Mueller President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Dataware Technologies, Inc. hereby severally constitute and appoint Kurt Mueller, Jeffrey O. Nyweide, 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/ Kurt Mueller Director and Principal June 12, 1998 - ------------------------ Executive Officer Kurt Mueller /s/ Michael Gonnerman Principal Financial and April 13, 1998 - ------------------------ Accounting Officer (acting) Michael Gonnerman /s/ Jeffrey O. Nyweide Director April 13, 1998 - ------------------------ Jeffrey O. Nyweide /s/ Stephen H. Beach Director April 13, 1998 - ------------------------ Stephen H. Beach SIGNATURE TITLE DATE --------- ----- ---- - ------------------------ Director Julie M. Donahue /s/ William R. Lonergan Director April 13, 1998 - ------------------------ William R. Lonergan /s/ Jochen Tschunke Director June 12, 1998 - ------------------------ Jochen Tschunke EXHIBIT INDEX -------------
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 5 Opinion of Palmer & Dodge as to the legality of the securities registered hereunder. 23.1 Consent of Coopers & Lybrand, independent certified public 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).
EX-5 2 OPINION OF PALMER & DODGE EXHIBIT 5 PALMER & DODGE LLP One Beacon Street, Boston, MA 02108-3190 Telephone: (617) 573-0100 Facsimile: (617) 227-4420 June 2, 1998 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 500,000 shares of the Company's Common Stock, $.01 par value (the "Shares"), offered pursuant to the provisions of the Company's 1993 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 COOPERS & LYBRAND L.L.P. EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Dataware Technologies, Inc. on Form S-8, with regards to the 1993 Equity Incentive Plan, of our report dated February 12, 1998, except as to the information presented in the second paragraph of Note O, for which the date is March 30, 1998, on our audits of the consolidated financial statements of Dataware Technologies, Inc. as of December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, which report is incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. /s/Coopers & Lybrand L.L.P. Coopers & Lybrand L.L.P. Boston, Massachusetts June 12, 1998 -----END PRIVACY-ENHANCED MESSAGE-----