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As filed with the Securities and Exchange Commission on January 29, 1999
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
FLEXIINTERNATIONAL SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 06-1309427
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
TWO ENTERPRISE DRIVE, SHELTON, CONNECTICUT 06484, (203) 925-3040
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
STEFAN R. BOTHE
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
FLEXIINTERNATIONAL SOFTWARE, INC.
TWO ENTERPRISE DRIVE, SHELTON, CONNECTICUT 06484, (203) 925-3040
(Name, address, including zip code, and telephone number,
including area code, of Agent for Service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _______.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________.
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Class of Securities to be Amount To Be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Share(1) Aggregate Offering Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value per 2,771,099 $2.125 $5,888,585 $1,638
share
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act and based upon the average of the
high and low prices on the Nasdaq National Market on January 22, 1999.
THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
SHALL DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THE PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
--------------------------------------------
FLEXIINTERNATIONAL SOFTWARE, INC.
2,771,099 SHARES OF COMMON STOCK
--------------------------------------------
FlexiInternational Software, Inc. previously issued 834,968 shares of
common stock to certain former stockholders of The Dodge Group, Inc. in
connection with the acquisition of that company. This Prospectus relates to
resales of those shares and 1,907,680 shares held by one other stockholder that
bought its shares in a previous financing. We will not receive any of the
proceeds from the sale of the shares.
We have agreed to pay certain expenses of registering the shares being
offered by the selling stockholders. We have also agreed to indemnify the
selling stockholders against certain liabilities. The selling stockholders will
pay all underwriting discounts and selling commissions, if any, in connection
with the sale of the shares.
The selling stockholders, or their pledgees, donees, transferees or other
successors in interest, may offer the shares through public or private
transactions at prevailing market prices, at prices related to prevailing market
prices or at privately negotiated prices. Our common stock is traded on the
Nasdaq National Market (NASDAQ) under the symbol FLXI. On January 19, 1999, the
closing sale price of the common stock on Nasdaq was $2.188 per share.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5.
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is January 29, 1999.
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TABLE OF CONTENTS
PAGE
How to Get More Information........................................ 3
Incorporation of Certain Documents By Reference.................... 3
Special Note Regarding Forward-Looking Information............... 4
Summary of Our Business............................................ 5
Risk Factors....................................................... 5
Use of Proceeds.................................................... 12
Selling Stockholders............................................... 13
Plan of Distribution............................................... 14
Legal Matters...................................................... 15
Experts............................................................ 15
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. THE SELLING STOCKHOLDERS ARE OFFERING TO SELL, AND
SEEKING OFFERS TO BUY SHARES OF FLEXIINTERNATIONAL COMMON STOCK ONLY IN
JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN
THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS
OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF THE SHARES.
-------------------------
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HOW TO GET MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and other
documents with the Securities and Exchange Commission (the SEC) and with Nasdaq.
This additional information is also available to you on the SEC's Internet site.
Here are ways you can access these resources:
WHAT IS AVAILABLE WHERE TO GET IT
- ---------------------------------- ----------------------------------
SEC's Public Reference Room
Judiciary Plaza Building
Hard copies of information 450 Fifth Street, N.W., Room 1024
Washington, D.C. 20549
The Nasdaq Stock Market, Inc.
1735 K Street, N.W.
Washington, D.C. 20006
- ---------------------------------- ----------------------------------
On-line information SEC's Internet website at
http://www.sec.gov
- ---------------------------------- ----------------------------------
Call the SEC for more information 1-800-SEC-0330
about its Public Reference Room
- ---------------------------------- ----------------------------------
This Prospectus is part of a registration statement that we filed with the
SEC. The registration statement contains more information than this Prospectus
regarding FlexiInternational and its common stock, including certain exhibits
and schedules. You can get a copy of the registration statement from any of the
sources shown above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate" into this Prospectus information we file
with the SEC in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be part
of this Prospectus, and information that we file after January 29, 1999 (the
initial filing date of this Prospectus) with the SEC will automatically update
and may supersede this information. We are incorporating by reference the
documents listed below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the sale of all the shares covered by this Prospectus.
The following documents filed by FlexiInternational with the SEC are
incorporated herein by reference:
* Our Annual Report on Form 10-K for the year ended December 31, 1997,
filed with the SEC on March 31, 1998
* Our proxy statement for the 1998 Annual Meeting of Stockholders, filed
with the SEC on April 3, 1998
* Our Quarterly Report on Form 10-Q for the quarter ended March 31,
1998, filed with the SEC on May 15, 1998
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* Our Quarterly Report on Form 10-Q for the quarter ended June 30, 1998,
filed with the SEC on August 14, 1998, and our amendment of this
report, filed with the SEC on January 28, 1999.
* Our Current Report on Form 8-K dated June 29, 1998, filed with the SEC
on June 30, 1998, and our amendments of this report, filed with the
SEC on September 8, 1998 and January 28, 1999.
* Our Quarterly Report on Form 10-Q for the quarter ended September 30,
1998, filed with the SEC on November 16, 1998, and our amendment of
this report, filed with the SEC on January 28, 1999.
* The description of our common stock contained in our Registration
Statement on Form 8-A, as amended, filed with the SEC on December 3,
1997, including any amendments or reports filed for the purpose of
updating such description.
You may request a copy of these documents, at no cost, by writing to:
FlexiInternational Software, Inc.
Two Enterprise Drive
Shelton, Connecticut 06484
Attention: Corporate Secretary
Telephone: (203) 925-3040
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This Prospectus contains or incorporates forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. You can identify these forward-looking statements by our use of the words
"believes," "anticipates," "plans," "expects," "may," "will," "intends,"
"estimates" and similar expressions, whether in the negative or affirmative.
Although we believe that these forward-looking statements reasonably reflect our
plans, intentions and expectations, we can give no assurance that we actually
will achieve these plans, intentions or expectations. Our actual results could
differ materially from the plans, intentions and expectations disclosed in these
forward-looking statements. We have included important factors in the cautionary
statements below that we believe could cause our actual results to differ
materially from our forward-looking statements. We do not intend to update
information contained in any of our forward-looking statements.
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SUMMARY OF OUR BUSINESS
We design, develop, market and support the Flexi family of financial
application software and related applications and tools. The Flexi solution --
Flexi Financials, FlexiInfoSuite and FlexiTools -- is designed to address the
needs of users with sophisticated financial accounting requirements. We believe
our products provide significant advantages over traditional financial
accounting software. The Flexi solution:
* is designed to support new technologies as they develop,
including the Internet and corporate intranets,
* can be modified quickly and efficiently by users to create
tailored business solutions, and
* can seamlessly integrate with new applications to support
evolving business processes.
We believe our solution is particularly well-suited for adoption by users
with sophisticated financial accounting requirements, and we target our sales
and marketing efforts at such users. Our goal is to establish FlexiInternational
as a global leader in the financial accounting software market. Key elements of
our business strategy include:
* extending our technological leadership by continuing to invest in
research and development to strengthen the Flexi financial
accounting solution
* continuing to target the solution to users with sophisticated
financial accounting requirements
* delivering a reduced overall cost of ownership of financial
accounting systems to current and prospective customers
* leveraging strategic relationships, including our relationship
with Microsoft Corporation
* expanding our sales and distribution capabilities both in the
U.S. and internationally
Our executive offices are located at Two Enterprise Drive, Shelton,
Connecticut 06484, and our telephone number is (203) 925-3040. FlexiFinancials,
FlexiLedger, FlexiPayables and FlexiReceivables are registered trademarks, and
the Flexilogo, FlexiAnalysis, FlexiAssets, FlexiDB, FlexiDesigner,
FlexiDeveloper, FlexiInfoCenter, FlexiInfoSuite, FlexiInternational,
FlexiInventory, FlexiObjects, FlexiOrders, FlexiPurchasing, FlexiSecure,
FlexiTools and FlexiWorks are trademarks, of FlexiInternational Software, Inc.
Any other trademarks or trade names referred to in this Prospectus are the
property of their respective owners.
RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not the
only ones facing our company. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair our business
operations.
If any of the events described in the following risks actually occur, our
business, financial condition, or results of operations could be materially
adversely affected. In such case, the trading price of our common stock could
decline and you may lose all or part of your investment.
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This Prospectus contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in such forward-looking statements as a result of a variety of factors,
including those set forth in the following risk factors and elsewhere in, or
incorporated by reference into, this Prospectus. In evaluating an investment in
the shares, you should consider carefully the following risk factors in addition
to the other information presented in this Prospectus or incorporated by
reference into this Prospectus.
LIMITED OPERATING HISTORY; ACCUMULATED DEFICIT; NET LOSSES.
FlexiInternational began operations in 1991 and released its first products in
1993. Most of our revenues so far have come from sales of our financial
accounting software products and the provision of related consulting, training
and software installation services. We expect our FlexiFinancials,
FlexiInfoSuite and FlexiTools financial accounting products to provide the
principal source of sales revenues for the foreseeable future. All these
products have a limited history of customer acceptance and use. Accordingly,
potential investors have a limited operating history with which to evaluate
FlexiInternational and its prospects. Those prospects must be considered in
light of the risks, expenses and difficulties frequently encountered by
companies in their early stage of development, particularly companies in new and
rapidly evolving markets. To address these risks, FlexiInternational must, among
other things, respond to competitive developments, continue to attract, retain
and motivate qualified management and other employees, continue to upgrade our
technologies, commercialize products and services that incorporate those
technologies and achieve market acceptance for our products and services. We can
give no assurance that we will be successful in addressing such risks.
FlexiInternational had an accumulated deficit of $32.8 million at September 30,
1998 and incurred net losses of $4.6 million and $10.6 million during 1997 and
the nine months ended September 30, 1998, respectively.
POTENTIAL FLUCTUATIONS IN QUARTERLY PERFORMANCE; SEASONALITY. Our revenues
and operating results have varied substantially from quarter to quarter. Our
quarterly operating results may continue to fluctuate due to a number of
factors. Those factors include:
* the timing, size and nature of our licensing transactions
* the market acceptance of our new services or products and those of our
competitors
* product and price competition
* the mix of our revenues derived from license fees, services and
third-party channels
* changes in our operating and personnel-related expenses
* foreign currency exchange rates
* fluctuations in economic and financial market conditions
Long Sales Cycles. The timing, size and nature of individual licensing
transactions are important factors in our quarterly results of operations. Many
such transactions involve large dollar amounts, and the sales cycles for these
transactions are often lengthy and unpredictable. In addition, the sales cycle
associated with these transactions is subject to a number of uncertainties,
including customers' budgetary constraints, the timing of customers' budget
cycles and customers' internal approval processes. There can be no assurance
that we will be successful in closing such large transactions on a timely basis
or at all. We recognize license revenues upon installation of our software, and
delays in the installation of our software, including potential delays
associated with contractual enhancements to our software products, could
materially adversely affect our quarterly results of operations. In addition,
because we derive a significant proportion of total revenues from license
revenues, we may realize a disproportionate amount
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of our revenues and income in the last month of each quarter. This can cause the
magnitude of quarterly fluctuations to not be evident until late in, or at the
end of, a given quarter. Accordingly, delays in product delivery and
installation or in the closing of sales near the end of a quarter could cause
quarterly revenues and, to a greater degree, results of operations to fall
substantially short of anticipated levels. In addition, a limited number of our
client services are performed on a fixed-price basis and, therefore, we bear the
risk of cost overruns and inflation. Our results of operations may be adversely
affected by inaccurate estimates of completion costs for such services.
Expenses. Our expense levels are based, in significant part, on our
expectations as to future revenues, and are largely fixed in the short term. As
a result, we may not be able to adjust spending in a timely manner to compensate
for any unexpected shortfall in revenues. Accordingly, any significant shortfall
of revenues in relation to our expectations would have an immediate and material
adverse effect on our business, financial condition and results of operations.
In addition, we plan to increase operating expenses to expand our research and
development, client services, sales and marketing and administrative
organizations. The timing of such expansion and the rate at which new personnel
become productive could cause material fluctuations in quarterly and annual
results of operations.
Seasonality of Revenues. We have experienced, and may experience in the
future, significant seasonality in our business, and our financial condition or
results of operations may be affected by such trends in the future. Revenues
have historically increased at higher rates in the fourth quarter of the year
and at lower rates in the next succeeding quarter, which we believe is due to
our quota-based compensation arrangements, typical of those used in software
companies, and year-end budgetary pressures on our customers. We believe that
this seasonal trend may continue for the foreseeable future.
Due to all of the foregoing factors, we believe that period-to-period
comparisons of our results of operations are not necessarily meaningful and that
such comparisons cannot be relied upon as indicators of future performance.
There can be no assurance that future revenues and results of operations will
not vary substantially. It is also possible that in some future quarter our
results of operations will be below the expectations of public market analysts
and investors. In either case, the price of our Common Stock could be materially
adversely affected.
MANAGEMENT OF GROWTH. FlexiInternational is currently experiencing a period
of rapid growth that could place a significant strain on our management and
other resources. Our business has grown significantly in size and complexity
over the past two years. Total revenues increased from $8.3 million in 1996 to
$21.6 million in 1997, and total revenues for the nine-month period ended
September 30, 1998 were $22.9 million. In addition, the number of
FlexiInternational employees increased from 100 at December 31, 1996 to 163 at
September 30, 1998, and we expect to hire additional personnel during 1999. The
growth in the size and complexity of our business and customer base places a
significant strain on our management and operations. Some members of our senior
management team have been with FlexiInternational for less than a year, and
senior management has had limited experience in managing publicly-traded
companies. In addition, more than half of our sales and marketing professionals
have been with us for less than a year. If FlexiInternational continues to grow,
we will need to recruit and hire a substantial number of new research and
development, sales and marketing, consulting and administrative personnel. We
can give no assurance that we will succeed in hiring or retaining such
personnel. Our ability to compete effectively and manage future growth, if any,
will depend on our ability to continue to implement and improve our management
information systems and expand, train, motivate and manage our work force. We
can give no assurance that our personnel, systems, procedures and controls will
be adequate to support our operations. In addition, an element of our business
strategy involves acquisitions of businesses whose products or technologies
complement ours, and we can give no
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assurance that we will be able to identify and acquire such businesses on
reasonable terms and successfully integrate them with ours. If we cannot manage
growth effectively, the quality of our products and our business, financial
condition and results of operations could be materially adversely affected.
DEPENDENCE ON KEY PERSONNEL. Our performance depends substantially on the
performance of our executive officers and key employees, including our sales
force and software professionals, particularly project managers, software
engineers and other senior technical personnel. We must attract, retain and
motivate high-quality personnel, especially in the areas of management, research
and development and sales. We do not have employment contracts with any of our
key personnel. The loss of the services of any of our executive officers or
other key employees could have a material adverse effect on our business,
financial condition and results of operations.
LENGTHY SALES CYCLE. The sales cycle for our products is long, typically
ranging between three and nine months. Our software is often used for
business-critical purposes, and its implementation involves significant capital
commitments by customers. Our potential customers generally commit significant
resources to an evaluation of available software and require us to expend
substantial time, effort and money to educate them about the value of our
solutions. A customer's decision to license our software usually involves the
evaluation of the software by a significant number of the customer's personnel,
each having specific and often conflicting requirements. A variety of factors,
many of which we cannot control, may cause potential customers to favor a
different vendor or to delay or forego a purchase.
Due to the length of the sales cycle for our software products, and
possible delays in implementing our software within a customer's varying
departments and locations, our ability to forecast the timing and amount of
specific sales is limited, and the delay or failure to complete one or more
large transactions could have a material adverse effect on our business,
financial condition or results of operations.
PRODUCT CONCENTRATION. To date, substantially all of our revenues have been
attributable to sales of our FlexiFinancials, FlexiInfoSuite and FlexiTools
financial accounting products and related consulting, training and software
installation services. We expect to rely on these activities for a substantial
portion of our revenues in the foreseeable future. Factors adversely affecting
the pricing or demand for any one of these products or services, such as
competition or technological change, could have a material adverse effect on our
business, financial condition and results of operations.
CONCENTRATION OF CUSTOMERS. Historically, a limited number of customers
have accounted for a significant percentage of our revenues in each year. During
the years ended December 31, 1995, 1996 and 1997 and the nine months ended
September 30, 1998, one customer, one customer, two customers and two customers
represented approximately 12.1%, 12.3%, 40.2% and 26.1% of our total revenues,
respectively. Although our largest customers have varied from period to period,
we anticipate that our results of operations in any given period will continue
to depend to a significant extent upon revenues from a small number of
customers. Our failure to enter into one or more of these significant contracts
during a particular period could have a material adverse effect on our business,
financial condition and results of operations.
DEPENDENCE ON THIRD-PARTY TECHNOLOGY. Our proprietary software is currently
designed, and may in the future be designed, to work on or in conjunction with
certain third-party hardware and/or software products. If any of these current
or future third-party vendors limits the availability of their products to us or
to licensees of our software, or materially increases the cost of acquiring,
licensing or purchasing the third-party vendors' products, or if a material
problem arises in the compatibility of our software with any such third-party
products, we may be required to identify additional sources for such products.
In
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such an event, interruptions in the availability or functioning of our software
and delays in the introduction of new products and services may occur until
equivalent technology is obtained. We can give no assurance that an alternative
source of suitable technology would be available or that we would be able to
develop an alternative product in sufficient time or at a reasonable cost. Our
failure to obtain or develop alternative technologies or products on a timely
basis and at a reasonable cost could have a material adverse effect on our
business, financial condition and results of operations.
RISKS ASSOCIATED WITH THIRD-PARTY CHANNELS. We address certain vertical and
geographic markets through our Flexi Industry Partners and distributors. We rely
on our relationships with industry-specific partners, "Flexi-Industry Partners,"
and distributors to provide sales and marketing presence and name recognition,
as well as the resources necessary for us to develop industry-specific financial
accounting solutions. Our strategy of using third-party channels involves
certain risks, any of which could result in a material adverse effect on our
business, financial condition and results of operations. Examples of these risks
are:
* Loss of an existing third-party channel
* Inability to identify and exploit new third-party channels
* Inability to adequately support new or existing channels
* A third-party channel's development of products or services that
compete with ours
* A third-party channel's formation of an alliance with our
competitors
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS. Our international sales
represented 16.9% and 21.6% of total revenues during 1997 and the nine months
ended September 30, 1998, respectively. We have distributors in Hong Kong and
recently acquired an international subsidiary based in London (formerly known as
The Dodge Group). A significant portion of our personnel are employed in
overseas locations, and our business strategy includes expanding our
international sales. In order to expand international sales in subsequent
periods, we must establish additional foreign operations, hire additional
personnel and establish relationships with additional Flexi-Industry Partners
and distributors. This will require significant management attention and
financial resources and could have a material adverse effect on our business,
financial condition and results of operations. In addition, we can give no
assurance that we will be able to maintain or increase international market
demand for our products and services.
Our international sales are primarily denominated in U.S. dollars. An
increase in the value of the U.S. dollar relative to foreign currencies could
make our products more expensive and, therefore, potentially less competitive in
those markets. Currently, we do not employ currency hedging strategies to reduce
this risk. In addition, our international business may be subject to a variety
of risks, including difficulties in collecting international accounts receivable
or obtaining U.S. export licenses, potentially longer payment cycles, increased
costs associated with maintaining international marketing efforts, the
introduction of non-tariff barriers and higher duty rates and difficulties in
enforcement of contractual obligations and intellectual property rights. We can
give no assurance that such factors will not have a material adverse effect on
our future international sales and, consequently, on our business, financial
condition or results of operations.
YEAR 2000. The Year 2000 issue relates to computer programs and systems
that recognize dates using two-digit year data rather than four-digit year data.
These programs and systems may fail or provide incorrect information when using
dates after December 31, 1999. If the Year 2000 issue disrupts our internal
information technology systems, or the information technology systems of
companies with
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whom we have significant commercial relationships, our business and financial
condition could be materially adversely affected.
The Year 2000 issue may affect four areas of our business: (1) the design
of our products, (2) our internal computer systems, (3) the computer systems of
our significant suppliers or customers, and (4) the products, internal systems
and third-party dependencies of our recently acquired international subsidiary
(formerly known as The Dodge Group, now named FlexiInternational and referred to
simply as our subsidiary). Each area is addressed below.
1. The Company's Products. From the start, we have designed and tested all
of our products to be Year 2000 compliant. Accordingly, we do not intend to
adopt a formal Year 2000 compliance program for our products, other than to
maintain our policy of designing all new products, and any updates of our
existing products, to be Year 2000 compliant.
2. Internal Systems. Our internal computer programs and operating systems
relate to virtually all segments of our business, including merchandising,
customer database management, marketing, order processing, order fulfillment,
contract management, inventory management, customer service and financial
reporting. These programs and systems consist primarily of:
* "Front-end" Systems. These systems automate and manage business
functions such as contract management, order-taking and
order-processing, inventory management, accounting and financial
reporting.
* Personal Computers and Local Area Networks. These systems are
used for word processing, document management and other similar
administrative functions.
* Telecommunications Systems. These systems provide telephone,
voicemail, e-mail, Internet and intranet connectivity, and enable
us to manage our overall internal and external communications.
All of our "front-end" systems that relate to accounting and financial
functions consist of our own products, which have been designed and tested to be
Year 2000 compliant. All other internal systems consist of widely available
office applications for word-processing, voicemail and other office-related
functions. We maintain current versions of these applications and all are, or
are expect to be, Year 2000 compliant. Nonetheless, we are requesting compliance
statements from each of the parties that service and supply these applications.
We intend to evaluate any risks disclosed in such parties' responses and, if
necessary, consider possible alternative sources.
3. Third-Party Systems. The computer programs and operating systems used by
entities with whom we have commercial relationships pose potential problems
relating to the Year 2000 issue, which may affect our operations in a variety of
ways. These risks are more difficult to assess than those posed by internal
programs and systems, and we have not yet completed the process of formulating a
plan for assessing them. We believe that the programs and operating systems used
by entities with whom we have commercial relationships generally fall into two
categories:
* First, we rely upon programs and systems used by providers of
basic services necessary to enable us to reach, communicate and
transact business with our suppliers and customers. Examples of
such providers include the United States Postal Service, UPS,
telephone companies, other utility companies and banks. Services
provided by such entities affect almost all facets of our
operations. However, these third-party dependencies are not
specific to our business, and disruptions in their availability
would likely have a negative impact on
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most enterprises within the software industry and on many
enterprises outside the software industry. We believe that all of
the most reasonably likely worst-case scenarios involving
disruptions to our operations stemming from the Year 2000 issue
relate to programs and systems in this first category.
* Second, we rely upon third parties for certain software code or
programs that are embedded in, or work with, our products. We are
assessing whether the functionality of our products would be
materially diminished by a failure of such third-party software
to be Year 2000 compliant. As part of our plan for assessing
third-party programs and systems, we have asked for assurances of
Year 2000 compliance from each provider of significant
in-licensed software.
There can be no assurance that we may not experience unanticipated expenses
or be otherwise adversely impacted by a failure of third-party systems or
software to be Year 2000 compliant. The most reasonably likely worst-case
scenarios may include: (i) corruption of data contained in our internal
information systems, (ii) hardware failure, and (iii) failure of infrastructure
services provided by utilities and/or government. We intend to include an
evaluation of such scenarios in our plan for assessing the programs and systems
of the entities with whom we have commercial relationships.
4. The FlexiInternational Subsidiary. In June 1998, we acquired our
international subsidiary (formerly known as The Dodge Group). We have not yet
completed the process of formulating a plan for assessing the potential impact
of the Year 2000 problem on the product or internal operations of the
subsidiary, or those of its significant third-party suppliers or customers. A
failure of the products or disruption of the operations of the subsidiary, or
those of third parties upon which its business is substantially dependent, could
have a material adverse effect on our business and financial condition.
We have formed a management team assigned with the task of assessing the
programs and systems of the entities with whom we have commercial
relationships; questionnaires have been sent out and responses are being
evaluated for possible next steps. We expect to complete this phase of
assessment by the end of the first quarter of 1999 and identify related risks
and uncertainties by the end of the second quarter of fiscal 1999. Once we have
identified the risks and uncertainties, we intend to resolve any material risks
and uncertainties by communicating further with the relevant vendors and
providers, by working internally to identify alternative sourcing and by
formulating contingency plans to deal with such material risks and
uncertainties. To date, however, we have not formulated such a contingency plan.
We expect the resolution of such material risks and uncertainties to be an
ongoing process until all year 2000 problems are satisfactorily resolved. We do
not currently anticipate that the total cost of any Year 2000 remediation
efforts that may be needed will be material.
EUROPEAN MONETARY UNION (EMU). Our internal business information systems
are comprised of the same commercial application software products we generally
offer to end user customers. Our latest software release contains EMU
functionality that allows for dual currency reporting and information
management. We are not aware of any material operational issues or costs
associated with preparing internal systems for the EMU. However, we utilize
other third-party vendor network equipment, and other third-party software
products that may or may not be EMU compliant. Although we are currently taking
steps to address the impact, if any, of EMU compliance for such third party
products, failure of any critical technology components to operate properly post
EMU may have an adverse impact on business operations or require us to incur
unanticipated expenses to remedy any problems.
11
<PAGE> 13
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares by the selling
stockholders. Also, we will bear most of the costs of registering the shares
covered by this Prospectus. Those costs include:
* registration and filing fees and Nasdaq listing fees
* fees and expenses of our counsel and accountants
* fees and expenses relating to our complying with state securities
laws
However, the selling stockholders will be responsible for any underwriting
discounts and commissions or expenses incurred by the selling stockholders for
brokerage, accounting, tax or legal services.
12
<PAGE> 14
SELLING STOCKHOLDERS
All but one of the selling stockholders are former stockholders of the
international subsidiary we acquired in June 1998 (formerly known as The Dodge
Group, Inc.). We issued the shares being sold by these stockholders in
connection with that acquisition, and agreed at that time to register their
shares once we become eligible to register them on Form S-3. One selling
stockholder, Furman Selz SBIC, L.P., bought its shares in a private financing we
conducted before our initial public offering. Furman Selz currently holds
approximately 12% of our stock and Brian Friedman, President of the general
partner of Furman Selz is expected to become a member of our Board of Directors.
From May 1996 to December 1997, James L. Luikart, a Vice President of the
general partner of Furman Selz, was a member of our Board of Directors. No other
selling stockholder holds any position or office with, has been employed by, or
has otherwise had a material relationship with, FlexiInternational within the
past three years. The following table sets forth, to our knowledge, information
about the selling stockholders as of December 31, 1998.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF NUMBER OF SHARES OF
COMMON STOCK BENEFICIALLY COMMON STOCK
NAME OF SELLING STOCKHOLDER OWNED PRIOR TO OFFERING(1) OFFERED HEREBY(2)
- --------------------------- -------------------------- -------------------
<S> <C> <C>
Furman Selz SBIC, L.P.(3) 1,907,680 1,907,680
J.P. Morgan Investment Corporation 248,723 248,723
SBIC Partners L.P. 201,298 201,298
Highland Capital Partners II, L.P. 61,517 61,517
St. Paul Fire & Marine Insurance Company 56,902 56,902
Brentwood Associates VI, L.P. 56,735 56,735
Morgan Stanley Venture Capital, L.P. 49,843 49,843
Greylock Limited Partnership 32,758 32,758
Accel III, L.P. 32,398 32,398
Pearson Investments Limited 28,451 28,451
St. Paul Venture Capital IV LLC 28,339 28,339
Sixty Wall Street SBIC Fund, L.P. 18,390 18,390
CRB Corporation 11,380 11,380
Frank Dodge 9,170 9,170
Simone Dodge 5,690 5,690
David Stoner 5,690 5,690
Essex Special Growth Opportunities Fund L.P. 4,302 4,302
John Lynch 3,300 3,300
Accel Japan L.P. 3,014 3,014
D.L. and V.S. Berger 2,845 2,845
Accel Investors '92 L.P. 2,261 2,261
Jeremy Wood 413 413
</TABLE>
- ----------------------
(1) The number of shares beneficially owned is determined under rules
promulgated by the SEC, and the information is not necessarily indicative
of beneficial ownership for any other purpose. The selling stockholders
have sole voting power and investment power with respect to all shares
listed as owned by the selling stockholders.
(2) For purposes of this table, we have assumed that, after completion of the
offering, none of the shares covered by this Prospectus will be held by the
selling stockholders. However, we do not know when or in what amounts a
selling stockholder may offer shares for sale. The selling stockholders may
not sell any or all of the shares offered by this Prospectus. Because the
selling stockholders may offer all or some of the shares pursuant to this
offering, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of the shares that will be
held by the
13
<PAGE> 15
selling stockholders after completion of the offering, we can not estimate
the number of the shares that will be held by the selling stockholders
after completion of the offering.
(3) Excludes 200,000 shares and 100,000 shares of Common Stock held by Mr.
Friedman and Mr. Luikart, respectively. Mr. Friedman is President of the
general partner of Furman Selz, and is expected to become a member of our
Board of Directors. Mr. Luikart is a Vice President of the general partner
of Furman Selz, and was a member of our Board of Directors from May 1996
to December 1997.
PLAN OF DISTRIBUTION
The shares covered hereby may be offered and sold from time to time by the
selling stockholders, or by their pledgees, donees, transferees or other
successors in interest. The selling stockholders will act independently of
FlexiInternational in making decisions with respect to the timing, manner and
size of each sale. Such sales may be made in the over-the-counter market or
otherwise, at prices and under terms then prevailing, or at prices related to
the then current market price, or in negotiated transactions, including pursuant
to one or more of the following methods:
* purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this Prospectus
* ordinary brokerage transactions and transactions in which the
broker solicits purchasers
* block trades in which the broker-dealer so engaged will attempt
to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction
* in privately negotiated transactions.
To the extent required, this Prospectus may be amended and supplemented
from time to time to describe a specific plan of distribution. In connection
with distributions of the shares or otherwise, the selling stockholders may
enter into hedging transactions with broker-dealers or other financial
institutions. In connection with such transactions, broker-dealers or other
financial institutions may engage in short sales of the common stock in the
course of hedging the positions they assume with selling stockholders. The
selling stockholders may also sell the common stock short and redeliver the
shares to close out such short positions. The selling stockholders may also
enter into option or other transactions with broker-dealers or other financial
institutions which require the delivery to such broker-dealer or other financial
institution of shares offered by this Prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
Prospectus (as supplemented or amended to reflect such transaction). The selling
stockholders may also pledge shares to a broker-dealer or other financial
institution, and, upon a default, such broker-dealer or other financial
institution, may effect sales of the pledged shares pursuant to this Prospectus
(as supplemented or amended to reflect such transaction). In addition, any
shares that qualify for sale pursuant to Rule 144 may be sold under Rule 144
rather than pursuant to this Prospectus.
In effecting sales, broker-dealers or agents engaged by the selling
stockholders, or by their pledgees, donees, transferees or other successors in
interest may arrange for other broker-dealers to participate. Broker-dealers or
agents may receive commissions, discounts or concessions from the selling
stockholders, or from their pledgees, donees, transferees or other successors in
interest in amounts to be negotiated immediately prior to the sale.
14
<PAGE> 16
In offering the shares covered hereby, the selling stockholders, or their
pledgees, donees, transferees or other successors in interest and any
broker-dealers and any other participating broker-dealers who execute sales for
the selling stockholders may be deemed to be "underwriters" within the meaning
of the Securities Act in connection with such sales, and any profits realized by
the selling stockholders and the compensation of such broker-dealer may be
deemed to be underwriting discounts and commissions.
In order to comply with the securities laws of certain states, if
applicable, the shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
We have advised the selling stockholders that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling stockholders and their affiliates.
In addition, the Company will make copies of this Prospectus available to the
selling stockholders and has informed them of the need for delivery of copies of
this Prospectus to purchasers at or prior to the time of any sale of the shares
offered hereby. The selling stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act.
At the time a particular offer of shares is made, if required, a Prospectus
Supplement will be distributed that will set forth the number of shares being
offered and the terms of the offering, including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, any discount,
commission and other item constituting compensation, any discount, commission or
concession allowed or reallowed or paid to any dealer, and the proposed selling
price to the public.
We have agreed with the selling stockholders to keep the Registration
Statement of which this Prospectus constitutes a part effective until the
earlier of (i) such time as all of the shares covered by this Prospectus have
been disposed of pursuant to and in accordance with the Registration Statement
or (ii) one year after the Registration Statement becomes effective.
LEGAL MATTERS
Hale and Dorr LLP will pass on the validity of the shares offered by this
Prospectus.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 1997, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
15
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses to be incurred in
connection with the sale and distribution of the securities being registered
hereby, all of which will be borne by FlexiInternational Software, Inc. (except
expenses incurred by the selling stockholders for brokerage, accounting, tax or
legal services or any other expenses incurred by the selling stockholders in
disposing of the shares). All amounts shown are estimates except the Securities
and Exchange Commission registration fee.
<TABLE>
<S> <C>
Filing Fee - Securities and Exchange Commission ................ $ 1,638
Legal fees and expenses of the Company.......................... $35,000
Accounting fees and expenses.................................... $ 5,000
Miscellaneous expenses.......................................... $ 8,362
-------
Total Expenses............................................. $50,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation (the "Restated Certificate of Incorporation) provides that no
director of the Registrant shall be personally liable for any monetary damages
for any breach of fiduciary duty as a director, except to the extent that the
Delaware General Corporation Law prohibits the elimination or limitation of
liability of directors for breach of fiduciary duty.
Article NINTH of the Registrant's Restated Certificate of Incorporation
provides that a director or officer of the Registrant (a) shall be indemnified
by the Registrant against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement incurred in connection with any litigation
or other legal proceeding (other than an action by or in the right of the
Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought against him by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Registrant, except that no indemnification shall be made with respect to any
matter as to which such person shall have been adjudged to be liable to the
Registrant, unless a court determines that, despite such adjudication but in
view of all of the circumstances, he is entitled to indemnification of such
expenses. Notwithstanding the foregoing, to the extent that a director or
officer has been successful, on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, he is required to be
indemnified by the Registrant against all expenses (including attorneys' fees)
incurred in connection therewith. Expenses shall be advanced to a director or
officer at his request, provided that he undertakes to repay the amount advanced
if it is ultimately determined that he is not entitled to indemnification for
such expenses.
16
<PAGE> 18
Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.
Article NINTH of the Registrant's Restated Certificate of Incorporation
further provides that the indemnification provided therein is not exclusive, and
provides that in the event that the Delaware General Corporation Law is amended
to expand the indemnification permitted to directors or officers the Registrant
must indemnify those person to the fullest extent permitted by such law as so
amended.
Section 102 of the Delaware General Corporation Law, as amended, allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except where the director breached his duty of
loyalty, failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit.
Section 145 of the General Corporation Law of Delaware provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Amended and Restated Certificate of Incorporation
4.2 Amended and Restated By-laws
4.3 Specimen stock certificate
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Hale and Dorr LLP, included in Exhibit 5.1 filed herewith.
24.1 Power of Attorney (See page II-4 of this Registration Statement).
17
<PAGE> 19
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
The Registrant hereby undertakes to deliver or cause to be delivered with
the prospectus, to each person to whom the prospectus us sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.
18
<PAGE> 20
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnification provisions described herein, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
19
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Shelton, Connecticut, on this 28th day of December, 1998.
FLEXIINTERNATIONAL SOFTWARE, INC.
By: /s/ Stefan R. Bothe
--------------------------------------
Stefan R. Bothe, Chairman of the Board
and Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of FlexiInternational Software,
Inc., hereby severally constitute and appoint Stefan R. Bothe, David P. Sommers
and John K. P. Stone, III, and each of them singly, our true and lawful
attorneys with full power to any of them, and to each of them singly, to sign
for us and in our names in the capacities indicated below the Registration
Statement on Form S-3 filed herewith and any and all pre-effective and
post-effective amendments to said Registration Statement and generally to do all
such things in our name and behalf in our capacities as officers and directors
to enable FlexiInternational Software, 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.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- -----
<S> <C> <C>
/s/ Stefan R. Bothe Chairman of the Board and Chief Executive December 28, 1998
- --------------------------- Officer (Principal Executive Officer)
Stefan R. Bothe
/s/ David P. Sommers Chief Financial Officer (Principal Financial December 28, 1998
- --------------------------- and Accounting Officer)
David P. Sommers
/s/ Jennifer V. Cheng
- --------------------------- Director December 28, 1998
Jennifer V. Cheng
- --------------------------- Director December , 1998
John B. Landry
/s/ A. David Tory
- --------------------------- Director December 26, 1998
A. David Tory
/s/ Brian P. Friedman
- --------------------------- Director January 21, 1999
Brian P. Friedman
- --------------------------- Director January , 1999
Thomas C. Theobald
</TABLE>
20
<PAGE> 22
EXHIBIT INDEX
Exhibit
Number Description
- ---------- -------------------------
4.1 Amended and Restated Certificate of Incorporation of the
Registrant is incorporated herein by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1, as amended
(File No. 333-38403) (the "Form S-1").
4.2 Amended and Restated By-laws of the Registrant are incorporated
herein by reference to Exhibit 3.4 to the Form S-1.
4.3 Specimen certificate for shares of Common Stock is incorporated
herein by reference to Exhibit 4 to the Form S-1.
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Hale and Dorr LLP, included in Exhibit 5.1 filed
herewith.
24. Power of Attorney (See page II-4 of the Registration Statement).
<PAGE> 1
EXHIBIT 5.1
HALE AND DORR LLP
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 * FAX 617-526-5000
January 20, 1999
FlexiInternational Software, Inc.
Two Enterprise Drive
Shelton, Connecticut 06484
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-3 (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"), for the registration of an aggregate
of 2,771,099 shares of Common Stock, $.01 par value per share (the "Shares"), of
FlexiInternational Software, Inc., a Delaware corporation (the "Company"). All
of the Shares are being registered on behalf of certain stockholders of the
Company (the "Selling Stockholders").
We are acting as counsel for the Company in connection with the
registration for resale of the Shares. We have examined signed copies of the
Registration Statement as filed with the Commission. We have also examined and
relied upon the minutes of meetings of the stockholders and the Board of
Directors of the Company as provided to us by the Company, a certificate of an
officer of the Company as to full payment of the Shares, the Certificate of
Incorporation and By-Laws of the Company, each as restated and/or amended to
date, and such other documents as we have deemed necessary for purposes of
rendering the opinions hereinafter set forth.
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 to 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.
WASHINGTON, D.C. BOSTON, MA LONDON, UK*
- --------------------------------------------------------------------------------
HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
<PAGE> 2
FlexiInternational Software, Inc.
January 20, 1999
Page 2
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and are 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.
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 matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.
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 and in the related Prospectus under the caption "Legal Matters." 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.
Very truly yours,
/s/ HALE AND DORR LLP
HALE AND DORR LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated January 26, 1998, except as to Note 2 which is as of February 3, 1998,
appearing on page F-2 of FlexiInternational Software, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1997. We also consent to the
references to us under the headings "Experts" in such Prospectus.
PricewaterhouseCoopers LLP
Stamford, Connecticut
January 28, 1999
