-----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, QGyrOyqtaHjiGuOv13udgp9l1I6Ks0Sp+bWNnOaQt5DDM0u70RtzSaTcagV/f9r4 buqON99QOTJ6jEQJ/0K5Yg== /in/edgar/work/20000627/0000909518-00-000423/0000909518-00-000423.txt : 20000920 0000909518-00-000423.hdr.sgml : 20000920 ACCESSION NUMBER: 0000909518-00-000423 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000627 EFFECTIVENESS DATE: 20000627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GIGA INFORMATION GROUP INC CENTRAL INDEX KEY: 0000948263 STANDARD INDUSTRIAL CLASSIFICATION: [8700 ] IRS NUMBER: 061422860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40210 FILM NUMBER: 661809 BUSINESS ADDRESS: STREET 1: 139 MAIN STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6179494900 MAIL ADDRESS: STREET 1: 139 MAIN STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 S-8 1 0001.txt As filed with the Securities and Exchange Commission on June 27, 2000 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GIGA INFORMATION GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 06-1422860 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) One Longwater Circle Norwell, Massachusetts 02061 (781) 982-9500 (Address, Including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices) GIGA INFORMATION GROUP, INC. 1997 DIRECTOR OPTION PLAN (Full Title of Plan) Robert K. Weiler Chairman of the Board, Chief Executive Officer and President Giga Information Group, Inc. 139 Main Street Cambridge, Massachusetts 02142 (617) 949-4900 (Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: Gerald S. Backman, P.C. Weil, Gotshal & Manges, LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 CALCULATION OF REGISTRATION FEE
=================================================================================================================================== Title of Each Class of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of Registration Registered Registered(1) Offering Price Per Aggregate Offering Fee Share(2) Price(2) - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.001 per share 250,000 $6.78 $1,695,000 $447.48 =================================================================================================================================== (1) Plus such indeterminate number of shares of Common Stock of the Registrant as may be issued to prevent dilution resulting from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 of the Securities Act of 1933. ===================================================================================================================================
NY2:\913651\01\JKZ701!.DOC\47954.0001 EXPLANATORY NOTE This Registration Statement registers 250,000 additional shares of common stock of Giga Information Group, Inc. (the "Company"), par value $0.001 per share, for issuance pursuant to the Company's 1997 Director Option Plan, as amended. The contents of an earlier Registration Statement on Form S-8 in respect of the Company's 1997 Director Option Plan, as filed with the Securities and Exchange commission on September 28, 1998, Registration No. 333-64413, are hereby incorporated by reference. II-1 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, State of Massachusetts, on this 27th day of June, 2000. GIGA INFORMATION GROUP, INC. By: /s/ Robert K. Weiler --------------------------------------- Name: Robert K. Weiler Title: Chairman of the Board, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert K. Weiler and Daniel M. Clarke acting individually, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully 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 by the following persons in the capacities and on the date indicated.
Signature Title Date - --------- ----- ---- /s/ Robert K. Weiler Chairman of the Board of Directors, June 27, 2000 - ------------------- President and Robert K. Weiler Chief Executive Officer (Principal Executive Officer) /s/ Daniel M. Clarke Senior Vice President, June 27, 2000 - -------------------- Chief Financial Officer, Daniel M. Clarke Treasurer and Secretary (Principal Financial and Accounting Officer) II-2 Signature Title Date - --------- ----- ---- /s/ A.G.W. Biddle, III Director June 27, 2000 - ---------------------- A.G.W. Biddle, III /s/ Neill H. Brownstein Director June 27, 2000 - ----------------------- Neill H. Brownstein /s/ Richard L. Crandall Director June 27, 2000 - ----------------------- Richard L. Crandall /s/Gideon I. Gartner Director June 27, 2000 - -------------------- Gideon L. Gartner /s/ David L. Gilmour Director June 27, 2000 - -------------------- David L. Gilmour /s/ Bernard Goldstein Director June 27, 2000 - --------------------- Bernard Goldstein
II-3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION PAGE NO. - ----------- ----------- -------- 4(a) - Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on August 4, 1998 (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1998). 4(b) - Amended & Restated By-Laws adopted on July 9, 1998 and effective as of August 4, 1998 (incorporated by reference to Exhibit 3.6 of Amendment No. 1 to the Company's Registration Statement on Form S-1 (No. 333-52899), dated as of July 7, 1998). 4(c) - Giga Information Group, Inc. 1997 Director Option Plan (incorporated by reference to Exhibit 10.22 of the Company's Registration Statement on Form S-1 (No. 333-52899), dated as of May 15, 1998). 4(d) - Amendment No. 1 to Giga Information Group, Inc. 1997 Director Option Plan. 5 - Opinion of Weil, Gotshal & Manges LLP. 23(a) - Consent of PricewaterhouseCoopers LLP. 23(b) - Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5). 24 - Power of Attorney (included as part of the signature page to this Registration Statement and incorporated herein by reference). II-1 EX-4 2 0002.txt EXHIBIT 4(d) Amendment No. 1 to Giga Information Group, Inc. 1997 Director Option Plan The Giga Information Group, Inc. 1997 Director Plan (the "Director Plan") is hereby amended in the following respects, effective as of March 29, 2000: I. Section 3 of the Director Plan is hereby amended in its entirety to read as follows: "3. Participation in the Plan. ------------------------- Directors of the Company who are not full-time employees of the Company or any subsidiary of the Company ("Non-Employee Directors") shall be eligible to receive options under the Plan." II. Section 4(a) of the Director Plan is hereby amended in its entirety to read as follows: "4. Stock Subject to the Plan. -------------------------- (a) The maximum number of shares of the Company's Common Stock, $.001 par value per share ("Common Stock"), which may be issued under the Plan shall be 300,000 shares, subject to adjustment as provided in Section 7." III. Section 5(a) of the Director Plan is hereby amended in its entirety to read as follows: "5. Terms, Conditions and Form of Options. ------------------------------------- Each option granted under the Plan shall be evidenced by a written agreement in such form as the Board of Directors shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions: (a) Option Grant Dates. Options shall automatically be granted to all Non-Employee Directors as follows: (i) On July 1 of each year, commencing on July 1, 2000, options to purchase 10,000 shares of Common Stock will be granted to each Non-Employee Director of the Company then serving as a Non-Employee Director (subject to reduction on a pro rata basis to the extent there are insufficient shares available under the Plan); (ii) In addition to the options granted pursuant to Subsection 5(a)(i) above, options to purchase 25,000 shares of Common Stock will be granted to each Non-Employee Director who first becomes a Non-Employee Director coincident with, or after, the date the amendments to this Plan are first approved by the Stockholders of the Company, upon such Non-Employee Director's initial election to the Board of Directors; (iii) On the date of the Company's 2000 Annual Meeting of Stockholders, each Non-Employee Director then serving as a Non-Employee Director who was granted options to purchase 2,000 shares of Common Stock upon his initial election to the Board of Directors will be granted options to purchase 23,000 shares of Common Stock; and (iv) On the date of the Company's 2000 Annual Meeting of Stockholders, each Non-Employee Director then serving as a Non-Employee Director who was not granted options to purchase 2,000 shares of Common Stock upon his initial election to the Board of Directors will be granted options to purchase 25,000 shares of Common Stock." 2 EX-5 3 0003.txt EXHIBIT 5 WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NY 10153 212-310-8000 (FAX) 212-310-8007 June 27, 2000 Giga Information Group, Inc. 139 Main Street Cambridge, Massachusetts 02142 Ladies and Gentlemen: We have acted as counsel to Giga Information Group, Inc. (the "Corporation") in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") filed by the Corporation with the Securities and Exchange Commission on the date hereof with respect to 250,000 shares of common stock, par value $.001 per share (the "Common Stock"), of the Corporation being registered in connection with the Giga Information Group, Inc. 1997 Director Option Plan, as amended (the "Plan"). In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Plan and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Corporation, 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 natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all 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 upon certificates or comparable documents of officers and representatives of the Corporation. Giga Information Group, Inc. June 27, 2000 Page 2 Based upon the foregoing, and subject to the qualifications stated herein, we are of the opinion that the shares of Common Stock to be issued to participants upon the exercise of any stock options duly granted in accordance with the Plan have been duly authorized and, when issued and delivered upon receipt by the Corporation of the required consideration in accordance with the Plan, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of a copy of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. The opinions expressed herein are limited to the laws of the State of New York, the corporate laws of the State of Delaware and the federal laws of the United States, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. Very truly yours, /s/ WEIL, GOTSHAL & MANGES LLP EX-23 4 0004.txt EXHIBIT 23(a) 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 18, 2000 relating to the financial statements, which appears in the 1999 Annual Report to Shareholders of Giga Information Group, Inc., which is incorporated by reference in Giga Information Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the incorporation by reference of our report dated February 18, 2000 relating to the financial statement schedules, which appears in such Annual Report on Form 10K. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts June 27, 2000 -----END PRIVACY-ENHANCED MESSAGE-----