<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1998.
REGISTRATION NO. 333-63303
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PUMA TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 77-0349154
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2550 NORTH FIRST STREET, SUITE 500
SAN JOSE, CA 95131
(408) 321-7650
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
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BRADLEY A. ROWE
PRESIDENT, CHIEF EXECUTIVE OFFICER
PUMA TECHNOLOGY, INC.
2550 NORTH FIRST STREET, SUITE 500, SAN JOSE, CA 95131
(408) 321-7650
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
ERIC J. LAPP, ESQ.
JULIE F. HANIGER, ESQ.
Gray Cary Ware & Freidenrich LLP
400 Hamilton Avenue
Palo Alto, CA 94301
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Approximate date of commencement of proposed sale to the 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>
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Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Offering Amount of
Title of Shares to be Registered Registered Per Share Price Registration Fee
<S> <C> <C> <C>
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Common Stock, ($0.001 par
value) 341,742 shares $ 2.48 (1) $ 847,520 (2) $ 234 (2)
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</TABLE>
(1) Estimated solely for the purpose of computing the registration
fee.
(2) Computed pursuant to Rule 457(c) based upon the average high and
low sale prices reported on the Nasdaq National Market for
September 3, 1998. The registration fee was previously paid
with this Registration Statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
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 OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH
SECTION 8(a), MAY DETERMINE.
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<PAGE>
341,742 SHARES
PUMA TECHNOLOGY, INC.
COMMON STOCK
The 341,742 shares (the "Shares") of Common Stock of Puma Technology,
Inc., a Delaware corporation ("Puma" or the "Company"), offered by this
Prospectus were issued in connection with the merger of SoftMagic Corp., a
Florida corporation ("SoftMagic"), with and into PacificTech Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary of Puma,
which was consummated on July 30, 1998 (the "SoftMagic Merger"). The Shares
may be sold from time to time by or on behalf of certain former shareholders
of SoftMagic (the "Selling Shareholders") who are described in this
Prospectus under "Selling Shareholders." As part of the SoftMagic Merger, the
Company has agreed to register the Shares under the Securities Act of 1933,
as amended (the "Securities Act"). The Company has also agreed to use its
best efforts to cause the registration statement covering the Shares to
remain effective until July 30, 1999, provided the Company is then making
available "current public information" within the meaning of Rule 144(c)
under the Securities Act (and if such information is not then being made
available by the Company, then until the first date thereafter that the
Company is making such information available). The Company will not receive
any of the proceeds from the sale of the Shares by the Selling Shareholders.
See "Use of Proceeds."
The Company has been advised by the Selling Shareholders that they
intend to sell all or a portion of the Shares from time to time in The Nasdaq
National Market, in negotiated transactions or otherwise, and on terms and at
prices then obtainable. The Selling Shareholders and any broker-dealers,
agents or underwriters that participate with the Selling Shareholders in the
distribution of any of the Shares may be deemed to be "underwriters" within
the meaning of the Securities Act, and any commission received by them and
any profit on the resale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. The Company
has agreed to indemnify in certain circumstances the Selling Shareholders
against certain liabilities, including liabilities under the Securities Act.
The Selling Shareholders have agreed to indemnify in certain circumstances
the Company against certain liabilities, including liabilities under the
Securities Act. See "Plan of Distribution."
The Company will bear all out-of-pocket expenses incurred in connection
with the registration of the Shares, including, without limitation, all
registration and filing fees imposed by the Securities and Exchange
Commission (the "Commission"), the National Association of Securities Dealers
("NASD") and blue sky laws, printing expenses, transfer agents' and
registrars' fees, and the reasonable fees and disbursements of the Company's
outside counsel and independent accountants and a single counsel for all of
the Selling Shareholders, but excluding underwriting discounts and
commissions and transfer or other taxes and other costs and expenses incident
to the offering and sale of the shares to the public which shall be borne by
the Selling Shareholders.
THE SHARES HAVE NOT BEEN REGISTERED FOR SALE UNDER THE SECURITIES LAWS
OF ANY STATE OR JURISDICTION AS OF THE DATE OF THIS PROSPECTUS. BROKERS OR
DEALERS EFFECTING TRANSACTIONS IN THE SHARES SHOULD CONFIRM THE REGISTRATION
OF THE SHARES UNDER THE SECURITIES LAWS OF THE STATES IN WHICH SUCH
TRANSACTIONS OCCUR, OR THE EXISTENCE OF ANY EXEMPTIONS FROM SUCH REGISTRATION.
<PAGE>
The Company's Common Stock is currently traded on The Nasdaq National
Market. On December 16, 1998, the last sales price of the Company's Common
Stock as reported on The Nasdaq National Market was $2.9375.
------------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR INFORMATION
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF
THE SHARES OFFERED HEREBY.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------------
The date of this Prospectus is December 17, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information filed by the Company can be inspected
and copied at the Commission's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549, as well as at the Regional Offices of the
Commission located at Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60611 and 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can also be obtained by mail
from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, upon payment of the fees prescribed by the
Commission. The Company's Common Stock is traded on The Nasdaq National
Market. Reports and other information concerning the Company can also be
inspected at the offices of the National Association of Securities Dealers,
Inc., Market Listing Section, 1735 K Street, N.W., Washington, D.C. 20006.
Such reports and other information may also be inspected without charge at a
Web site maintained by the Commission. The address of the site is
http:\\www.sec.gov.
The Company has also filed with the Commission a Registration Statement
on Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act. This Prospectus does not
contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is made to
the Registration Statement, copies of which may be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, upon payment of the fees prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by reference:
1. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on November 8,
1996;
2. Annual Report on Form 10-K for the year ended July 31, 1998;
3. Quarterly Report on Form 10-Q for the three month period ended
October 31, 1998; and
4. Current Reports on Form 8-K filed on August 14, 1998.
All documents and reports subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents or reports. Any statement contained in a document
incorporated by reference or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. The Company will provide without charge
to each person to whom this Prospectus is delivered, upon written or oral
request, a copy of any or all of the foregoing documents incorporated by
reference in this Prospectus (other than any exhibits thereto). Requests for
such documents should be submitted in writing to Puma Technology, Inc., 2550
North First Street, Suite 500, San Jose, California 95131, Attention: Chief
Financial Officer, or by telephone at (408) 321-7650.
1
<PAGE>
THE COMPANY
Puma develops, markets and supports Mobile Data Exchange-TM- ("MDE") and
Universal Synchronization Solutions-TM- software ("USS"), including wireless
infrared connectivity and advanced data synchronization software. The Company
currently has three families of products -- its TranXit family of products
that supports infrared connectivity, its Intellisync-Registered Trademark-
family of products that performs advanced data synchronization, and its
Intellisync for Notebooks family of products which combines infrared
connectivity with advanced data synchronization. Additionally, the Company
began licensing and deriving revenue from its Software Developers Kit ("SDK")
in the third fiscal quarter of 1998. The SDK provides Puma's customers with a
suite of developer tools which enable them to develop translators for both
applications and devices which can then be incorporated into the Company's
product offerings.
TranXit and Intellisync for Notebooks software is licensed primarily to
original equipment manufacturer ("OEM") customers, which are primarily makers
of laptop computers. These OEM customers license the Company's software for
inclusion in their laptop computers to enable infrared connectivity ("IR") from
the laptop back to desktop computers. These OEM customers include the
Company's software into their products at the time of manufacture and for
each device shipped, the Company collects a royalty. Royalties are typically
paid to the Company based on forecasted volume, although certain contracts
contain fixed royalty payments or usage fees regardless of volume, for a
given time period.
Intellisync software is used for advanced data synchronization of
database information that resides on a computer such as a desktop machine and
increasingly popular handheld devices such as electronic organizers, handheld
computers, smart phones and smart pagers. The Company's software actually
runs on the desktop computer and keeps information in the desktop and the
handheld device synchronized. Intellisync software is currently distributed
directly to the end user and through the Company's retail distribution
channel, and is bundled with their products by some of the handheld device
manufacturers.
SDKs are primarily licensed directly to both hardware and software
manufacturers to enable their products to operate with Intellisync software.
The Company currently is developing new products that will extend its
Intellisync line to include server-based synchronization and data-delivery
solutions directly targeted at corporate enterprises.
On July 30, 1998, the Company completed the SoftMagic Merger, pursuant
to which SoftMagic, a leader in software tools for the development of custom
applications for handheld devices, became a wholly-owned subsidiary of the
Company. Under the terms of the agreement, Puma assumed all of SoftMagic's
obligations and issued 341,742 shares of the Company's Common Stock in
exchange for all outstanding shares of SoftMagic. The SoftMagic Merger has
been accounted for as a purchase, and, based on an independent appraisal, Puma
has recorded charges related to the acquisition of approximately $2.16
million, resulting in a significant one-time in-process research and
development charge in the fourth quarter of fiscal 1998 for SoftMagic
products which have not yet reached technological feasibility.
In the fourth quarter of the Company's 1998 fiscal year ended July 31,
1998, the Company recorded a loss of $0.33 per share including the one-time
charge of $2.16 million related to the SoftMagic Merger. Operating results in
the fourth quarter were below expectations due primarily to the more rapid
than expected maturation of the Company's PC connectivity business combined
with the lack of commercial success of several handheld devices supported by
the Company.
The Company was incorporated in California in August 1993 and
reincorporated in Delaware in November 1996. The Company's principal executive
offices are located at 2550 North First Street, Suite 500, San Jose, California
95131, and its telephone number is (408) 321-7650.
2
<PAGE>
RISK FACTORS
THE FOLLOWING RISK FACTORS SHOULD BE CONSIDERED IN CONJUNCTION WITH THE
OTHER INFORMATION INCLUDED AND INCORPORATED BY REFERENCE IN ITS PROSPECTUS
BEFORE PURCHASING THE COMMON STOCK OFFERED HEREBY. THIS PROSPECTUS CONTAINS
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT AND SECTION 21E OF THE SECURITIES EXCHANGE ACT. ACTUAL RESULTS
COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN THESE FORWARD-LOOKING
STATEMENTS AS A RESULT OF A VARIETY OF FACTORS, INCLUDING THOSE SET FORTH
BELOW AND elsewhere IN THIS PROSPECTUS.
LIMITED HISTORY OF OPERATIONS AND PROFITABILITY.
The Company was organized in August 1993 and began shipping products in
October 1994. Accordingly, the Company has a limited operating history upon
which an evaluation of the Company can be based. The Company has only been
profitable in eight quarters since inception. The Company's results must be
considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stages of development, particularly
companies in a new and evolving market such as the mobile data exchange
software market. Although the Company has experienced increased quarterly
revenue over ten of the last thirteen fiscal quarters, such growth rates
have not been sustained in the past and may not be sustainable in the future
and are not indicative of future operating results. There can be no assurance
that any of the Company's business strategies will be successful or that the
Company's revenue growth or profitability will continue on a quarterly or
annual basis.
RISKS ASSOCIATED WITH NEW PRODUCT DEVELOPMENT AND TIMELY INTRODUCTION OF NEW AND
ENHANCED PRODUCTS.
The markets for the Company's products are characterized by rapidly
changing technologies, evolving industry standards, frequent new product
introductions and short product life cycles. The Company first introduced its
TranXit products in October 1994, Intellisync for handheld devices in the
first quarter of fiscal 1997, and Intellisync 97 in the first quarter of
fiscal 1998. As its product families mature, the Company expects that their
gross margins may decline. The Company's future success will depend to a
substantial degree upon its ability to enhance its existing products and to
develop and introduce, on a timely and cost-effective basis, new products and
features that meet changing customer requirements and emerging and evolving
industry standards. The Company budgets amounts to expend for research and
development based on planned product introductions and enhancements; however,
actual expenditures may significantly differ from budgeted expenditures.
Inherent in the product development process is a number of risks. The
development of new, technologically advanced software products is a complex
and uncertain process requiring high levels of innovation, as well as the
accurate anticipation of technological and market trends. The introduction of
new or enhanced products also requires the Company to manage the transition
from older products in order to minimize disruption in customer ordering
patterns, avoid excessive levels of older product inventories and ensure that
adequate supplies of new products can be delivered to meet customer demand.
The Company is continually required to recruit new engineering personnel to
meet increased engineering and testing requirements associated with patent
development and enhancement. There can be no assurance that the Company will
successfully develop, introduce or manage the transition to new products. Nor
can there be any assurance that the Company will be able to hire and retain
sufficient engineering personnel to meet the requirements inherent in this
transition. The Company has in the past, and may in the future, experience
delays in the introduction of its products, due to factors internal and
external to the Company. Any future delays in the introduction or shipment of
new or enhanced products, including particularly the development of
server-based synchronization and data-delivery solutions directly targeted at
corporate enterprises, the inability of such products to gain market
acceptance or problems associated with new product transitions could
adversely affect the Company's operating results, particularly on a quarterly
basis.
BUSINESS STRATEGY.
The Company's current business strategy with respect to the market for
synchronization software for handheld devices has been to identify multiple
handheld solutions and software applications, and offer an array of solutions
in its Intellisync product family. In contrast, some of the Company's direct
competitors in this market focus its efforts on fewer devices and fewer
applications.
3
<PAGE>
The Company's success is highly dependent upon the market acceptance of
both the handheld devices and software applications supported by its
Intellisync products. Typically the Company must develop the software
supporting a particular device or application before it has been determined
whether that third-party product will gain market acceptance. Lack of market
acceptance of hardware or software products supported by the Company's
Intellisync product is largely outside of the Company's control and may have
an adverse effect on the results. Such lack of market acceptance for several
products being supported by the Company did in fact affect the Company's
results in the second half of fiscal 1998. And, because the Company is
focusing on a variety of products, the Company may be slower to offer
features that are specific to each individual handheld-to PC solution. The
Company's failure to identify in advance the devices and applications that
may gain market dominance and to sufficiently focus on the most popular
solutions may adversely affect its results of operations.
The Company is currently in the process of shifting its business
strategy to focus its internal efforts on more widely adopted handheld
platforms and groupware and PIM applications with a large installed base.
Lower volume device and application vendors are encouraged to license the
Company's SDK which allows these companies to then develop synchronization
capability through the Company's synchronization engine.
COMPETITION.
The Company expects the market for USS software, including data
synchronization and IR connectivity software, to the extent it develops, to
become intensely competitive. The Company currently faces direct competition
with respect to a number of its individual products from several private
companies, including DataViz, Chapura, Rand Software, Maximizer, Tele-Support
Software and Traveling Software. In addition to direct competition, the
Company faces indirect competition from existing and potential customers that
provide internally developed solutions. As a result, the Company must educate
prospective customers as to the advantage of the Company's products versus
internally developed solutions. The Company currently faces limited direct
competition from major applications and operating systems software vendors
who may choose to incorporate data synchronization and IR connectivity
functionality into their software, thereby potentially reducing the need for
OEMs to include the Company's products in their notebook and desktop PCs. For
example, Microsoft's inclusion of certain features permitting data
synchronization and IR connectivity between computers utilizing the Windows
95 operating system may have the effect of reducing revenue from the
Company's software if users of Windows 95 perceive that their data
synchronization and IR connectivity needs are adequately met by Microsoft.
Certain of the companies with which the Company competes or may in the future
compete, including internal software development groups of its current and
potential customers, have substantially greater financial, marketing, sales
and support resources and may have more "brand-name" recognition than the
Company. There can be no assurance that the Company will be able either to
develop software comparable or superior to software offered by its current or
future competitors or to adapt to new technologies, evolving industry
standards and changes in customer requirements. In addition, the PC and
mobile computing device markets experience intense price competition, and the
Company expects that, in order to remain competitive, it may have to decrease
its unit royalties on certain products.
PRODUCT CONCENTRATION; RISKS ASSOCIATED WITH NEW AND EVOLVING MARKETS.
The market for USS software, including wireless IR connectivity and
advanced data synchronization software, is new and evolving. To date, the
Company has derived a substantial portion of its revenue from the licensing
of its TranXit IR connectivity software. Although additional products are
currently being sold and potential products are currently under development,
the Company believes that the TranXit and Intellisync for Notebooks product
families, although currently accounting for a substantial portion of the
Company's revenue, will decline in overall revenue contribution in the
foreseeable future. The life cycle of TranXit and Intellisync for Notebooks
is difficult to estimate because of, among other factors, the emerging nature
of the USS software market and the possibility of future competition. As a
result, the Company's future operating results, particularly, in the near
term, are dependent upon the continued market acceptance of TranXit and
Intellisync for Notebooks and the Company's poor financial results in the
fourth quarter of fiscal 1998 were attributable to declining sales of
TranXit. The Company anticipates that the overall revenue contribution of
the TranXit and Intellisync for Notebooks business will decrease as a
percentage of total revenue, since these products are at a mature stage in
their product lifecycles. There can be no assurance that TranXit will rebound
from its decline or that the Company will be successful in developing,
introducing or marketing new or enhanced products. A continued decline in the
demand for TranXit, as a result of competition, technological change or other
factors, and the failure to successfully develop, introduce or market new or
enhanced products would have a material adverse effect on the Company's
business, financial condition and results of operations.
4
<PAGE>
The market for USS software is still emerging, and there can be no
assurance that it will continue to grow or that, even if the market does
grow, TranXit or Intellisync for Notebooks will be adopted. Moreover,
although demand for TranXit and its successor product Intellisync for
Notebooks has grown in recent years with the Company's OEM customers, TranXit
sales declined in mid-1998 and the Company has no accurate method of
determining the extent that end-users utilize TranXit or Intellisync for
Notebooks. The Company's success in generating significant revenue in these
evolving markets will depend, among other things, on its ability to educate
potential OEMs, retail partners and end users about the benefits of the
Company's IR technology, to maintain and enhance its relationships with
leading OEM and to develop effective retail distribution channels. The
inability of the Company to continue to penetrate the existing market for USS
products or the failure of current markets to grow or new markets to develop
or be receptive to the Company's products would have a material adverse
effect on the Company's business, operating results and financial condition.
The emergence of markets for the Company's MDE products will also be affected
by a variety of factors beyond the Company's control. In particular, the
Company's products are designed to conform to certain standard IR and data
communications specifications, many of which have not been adopted as
industry standards. There can be no assurance that these specifications will
be widely adopted or that competing specifications will not emerge which will
be preferred by OEMs. The emergence of markets for the Company's products is
also critically dependent upon continued expansion of the market for mobile
computing devices and the timely introduction and successful marketing and
sale of notebook and desktop personal computers ("PCs"), personal electronic
organizers, smart phones and smart pagers. In addition, there can be no
assurance that IR technology itself will be adopted as the standard or
preferred technology for USS or that manufacturers of personal computers will
elect to bundle IR technology in their products. There can be no assurance
that these or other factors beyond the Company's control will not adversely
affect the development of markets for the Company's products.
DEPENDENCE ON OEMS.
Revenue from OEMs was a substantial portion of the Company's revenue
during fiscal 1998, fiscal 1997 and fiscal 1996. OEM revenue as a percentage
of total revenue was 60%, 74% and 89% in fiscal 1998, fiscal 1997 and fiscal
1996, respectively. Weakening demand from any key OEM and the inability of
the Company to replace revenue provided by such OEM could have a material
adverse effect on the Company's business, operating results and financial
condition. The Company maintains individually significant receivable balances
from major OEMs. If these OEMs fail to meet their payment obligations, the
Company's operating results could be materially adversely affected.
RISKS ASSOCIATED WITH DEVELOPMENT OF RETAIL DISTRIBUTION CHANNEL.
The Company intends to distribute its products through distributors,
major computer and software retailing organizations, consumer electronics
stores, discount warehouse stores and other specialty retailers. The Company
often sells on a purchase order basis, and there are often no minimum
purchase obligations on behalf of any principal distributor or retailer.
Distribution and retailing companies in the computer industry have from time
to time experienced significant fluctuations in their businesses, and there
have been a number of business failures among these entities. The insolvency
or business failure of any significant distributor or retailer of the
Company's products could have a material adverse effect on the Company's
business, operating results and financial condition. Further, certain
mass-market retailers have established exclusive relationships under which
such retailers will buy customer software only from one or two
intermediaries. In such instances, the price or other terms on which the
Company sells to such retailers may be materially adversely affected by the
terms imposed by such intermediaries, or the Company may be unable to sell to
such retailers on the terms, which the Company deems acceptable.
Retailers of the Company's products typically have a limited amount of
shelf space and promotional resources, and there is intense competition among
consumer software producers for adequate levels of shelf space and
promotional support from retailers. The Company expects that, as the number
of consumer multimedia and software products and computer platforms
increases, this competition for shelf space will intensify. Due to increased
competition for limited shelf space, retailers and distributors are
increasingly in a better position to negotiate favorable terms of sale,
including price discounts, price protection and product return policies.
Retailers often require software publishers to pay fees or provide other
accommodations in exchange for shelf space. The Company's products constitute
a relatively small percentage of each retailer's sales volume, and there can
be no
5
<PAGE>
assurance that retailers will continue to purchase the Company's products or
provide the Company's products with adequate shelf space and promotional
support.
MANAGEMENT OF CHANGE.
The Company is currently experiencing rapid change which has placed, and
will continue to place, a significant strain on its administrative,
operational and financial resources and increased demands on its systems and
controls. This change has resulted in a continuing increase in the level of
responsibility for both existing and new management personnel. As this change
continues, the Company may have difficulty recruiting, hiring, training and
retaining key engineering, managerial, sales and marketing personnel. No
assurances can be given that the Company will be able to manage this change
successfully.
DEPENDENCE ON STRATEGIC BUSINESS RELATIONSHIPS; RISKS ASSOCIATED WITH
THIRD-PARTY SERVICES.
The Company believes that its success is largely dependent on its
strategic relationships with key participants in the PC and mobile computing
device industries, including Compaq, IBM, Intel, Microsoft, NEC, Sharp, Texas
Instruments, Toshiba and 3COM. These relationships generally enable the
Company to receive prototypes from hardware manufacturers and software
vendors prior to their market introduction. The Company is thereby in a
stronger position to launch complementary product offerings shortly after the
commercial release of these companies' new hardware and software products.
The loss of any of these strategic relationships or any other significant
partner could materially adversely affect the Company's product development
efforts, its business, operating results and financial condition and its
ability to realize its strategic objective to be the technological leader in
its industry. In addition, the Company relies significantly on third-party
services. In particular, third party services translate the Company's
products into ten different native languages. The Company has generally been
able to obtain translated, functional versions of its products in a timely
manner. However, any significant delays by such third parties could delay new
or existing shipments of products and have a material adverse effect on the
Company's business, operating results and financial condition.
DEPENDENCE ON KEY PERSONNEL.
The Company's success depends to a significant degree upon the continuing
contributions of its engineering, management, sales and marketing personnel. The
Company has few employment contracts with its key personnel and does not
maintain any key person life insurance policies. The loss of key management or
technical personnel could adversely affect the Company. The Company believes
that its future success will depend in large part upon its ability to attract
and retain highly skilled engineering, management, sales and marketing
personnel. Failure to recruit, hire, train and retain key personnel could have a
material adverse effect on the Company's business, operating results and
financial condition.
PROPRIETARY RIGHTS, RISKS OF INFRINGEMENT AND SOURCE CODE RELEASE.
The Company relies on a combination of patent, copyright and trademark
laws, trade secrets, confidentiality procedures and contractual provisions to
protect its proprietary rights. The Company also believes that factors such
as the technological and creative skills of its personnel, new product
developments, frequent product enhancements and name recognition are
essential to establishing and maintaining a technology leadership position.
The Company seeks to protect its software, documentation and other written
materials under trade secret and copyright laws, which afford only limited
protection. The Company currently has five issued United States patents that
expire in 2012, 2014, 2015 and has other patent applications pending. In
addition, the Company has corresponding international patent applications
pending under the Patent Cooperation Treaty in countries to be designated at
a later date. There can be no assurance that the Company's patents will not
be invalidated, circumvented or challenged, that the rights granted
thereunder will provide competitive advantages to the Company or that any of
the Company's pending or future patent applications, whether or not being
currently challenged by applicable governmental patent examiners, will be
issued with the scope of the claims sought by the Company, if at all.
Furthermore, there can be no assurance that others will not develop
technologies that are similar or superior to
6
<PAGE>
the Company's technology or design around the patents owned by the Company.
Despite the Company's efforts to protect its proprietary rights, unauthorized
parties may attempt to copy aspects of the Company's products or to obtain
and use information that the Company regards as proprietary. Policing
unauthorized use of the Company's products is difficult, and while the
Company is unable to determine the extent to which piracy of its software
products exists, software piracy can be expected to be a persistent problem.
The Company distributes its software products in the United States, Japan,
Taiwan and member countries of the European Union. The laws and practices of
some foreign countries in which the Company does business, in particular
Taiwan, do not ensure that the Company's means of protecting its proprietary
rights in the United States or abroad will be adequate or that competition
will not independently develop similar technology. There can be no assurance
that the Company will not distribute its software products in the future to
countries where the enforcement of proprietary rights may be equally or more
uncertain. The Company has also entered into source code escrow agreements
with a limited number of its customers requiring release of source code in
certain circumstances. Such agreements generally provide that such parties
will have a limited, non-exclusive right to use such code in the event that
there is a bankruptcy proceeding by or against the Company, if the Company
ceases to do business or if the Company fails to meet its support
obligations. The Company also provides its source code to foreign language
translation service providers and consultants to the Company in limited
circumstances. The provision of source code may increase the likelihood of
misappropriation by third parties.
The Company is not aware that it is infringing any proprietary rights of
third parties. There can be no assurance, however, that third parties will
not claim infringement by the Company of their intellectual property rights.
In particular, because patent applications are kept confidential by the
Patent and Trademark Office, the Company has no means by which to monitor
patent applications filed by its competitors, which could result in future
infringement claims against the Company. The Company expects that software
product developers will increasingly be subject to infringement claims as the
number of products and competitors in the Company's industry segment grows
and the functionality of products in different industry segments overlaps and
as patent protection for software becomes increasingly popular. Any such
claims, with or without merit, could be time-consuming to defend, result in
costly litigation, divert management's attention and resources or cause
product shipment delays. In addition, such claims could require the Company
to discontinue the use of certain software codes or processes, to cease the
manufacture, use and sale of infringing products, to incur significant
litigation costs and expenses and to develop non-infringing technology or to
obtain licenses to the alleged infringing technology. There can be no
assurance that the Company would be able to develop alternative technologies
or obtain such licenses or, if a license were obtainable, that the terms
would be commercially acceptable to the Company.
In the event of a successful claim of product infringement against the
Company and failure or inability of the Company to license the infringed or
similar technology, the Company's business, operating results and financial
condition would be materially adversely affected.
DEPENDENCE ON LICENSED TECHNOLOGY.
The Company licenses technology on a non-exclusive basis from several
companies for use with its products and anticipates that it will continue to
do so in the future. The inability of the Company to continue to license this
technology or to license other necessary technology for use with its products
or substantial increases in royalty payments under third-party licenses could
have a material adverse effect on its business, operating results and
financial condition. In addition, the effective implementation of the
Company's products depends upon the successful operation of these licenses in
conjunction with the Company's products, and therefore any undetected errors
in products resulting from such licenses may prevent the implementation or
impair the functionality of the Company's products, delay new product
introductions and injure the Company's reputation. Such problems could have a
material adverse effect on the Company's business, operating results and
financial condition.
PRODUCT ERRORS; PRODUCT LIABILITY.
Software products as complex as those offered by the Company typically
contain undetected errors or failures when first introduced or as new
versions are released. Testing of the Company's products is particularly
challenging because it is difficult to simulate the wide variety of computing
environments in which the Company's
7
<PAGE>
customers may deploy these products. Accordingly, there can be no assurance
that, despite testing by the Company and by current and potential customers,
errors will not be found after commencement of commercial shipments,
resulting in loss of or delay in market acceptance, any of which could have a
material adverse effect upon the Company's business, operating results and
financial condition. Further, the Company's license agreements with its
customers typically contain provisions designed to limit the Company's
exposure to potential product liability claims. Although the Company has not
experienced any product liability claims, the sale and support of products by
the Company entails the risk of such claims. The Company does not currently
maintain product liability insurance. A successful product liability claim
brought against the Company could have a material adverse effect upon the
Company's business, operating results and financial condition.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS.
International revenue accounted for a significant portion of the
Company's revenue in fiscal 1998 and in fiscal 1997. The Company expects that
international revenue will continue to account for a significant portion of
its future revenue. Revenue from the Company's international operations is
subject to certain inherent risks, including unexpected changes in regulatory
requirements and tariffs, difficulties in staffing and managing foreign
operations, longer payment cycles, problems in collecting accounts receivable
and potentially adverse tax consequences. In addition, sales in Europe and
certain other parts of the world typically are adversely affected in the
summer months of each year when many customers and users reduce their
business activities. These seasonal factors may have a material adverse
effect on the Company's business, operating results and financial condition.
Although the Company's revenue is currently denominated in U.S. dollars,
fluctuations in currency exchange rates could cause the Company's products to
become relatively more expensive to customers in a particular country,
leading to a reduction in sales or profitability in that country.
Furthermore, future international activity may result in foreign currency
denominated sales, particularly if international revenue from distributors
increases. Consequently, gains and losses on the conversion to U.S. dollars
of accounts receivable and accounts payable arising from international
operations may contribute to fluctuations in the Company's operating results.
Royalty income by the Company from customers in certain countries, such as
Japan and Taiwan, is subject to withholding income taxes. The amount and mix
of the Company's income derived from such customers will impact the Company's
provision for income taxes. Differences in the amount and mix of the
Company's income actually derived from customers subject to foreign
withholding taxes as compared to the amounts forecasted by the Company may
adversely impact the Company's income tax rate.
UNCERTAINTIES ASSOCIATED WITH ACQUISITIONS.
The Company has been involved in three acquisitions. These acquisitions
have been motivated by many factors including the desire to obtain new
technologies, the desire to expand and enhance the Company's product lines
and the desire to attract key personnel.
In July 1998, the Company acquired SoftMagic. As a result of the
acquisition, three new employees and three new consultants joined the Company.
SoftMagic had incurred a cumulative loss through its acquisition by Puma on
July 30, 1998 of approximately $135,000 on cumulative revenue of $331,000.
In July 1997, the Company acquired substantially all of the assets of
Real World Solutions, Inc. ("RWS"), a developer of client/server solutions. As
a result of the acquisition, four new employees joined the Company. RWS had
incurred a cumulative loss through its acquisition by Puma on July 17, 1997
of approximately $1.3 million on cumulative revenue of $0.5 million.
In April 1996, the Company acquired IntelliLink Corp. As a result of the
acquisition, the Company acquired two additional product families, as well as
other technologies. In addition, more than 20 new employees joined the
Company. IntelliLink had incurred a cumulative net loss through its
acquisition by Puma on April 30, 1996 of approximately $2.5 million on
cumulative revenue of approximately $4.2 million.
8
<PAGE>
POTENTIAL VOLATILITY OF STOCK PRICE.
The trading price of the Company's Common Stock is likely to be highly
volatile and may be significantly affected by factors such as actual or
anticipated fluctuations in the Company's operating results; announcements of
technological innovations; new products or new contracts by the Company or
its competitors; developments with respect to patents; copyrights or
proprietary rights; conditions and trends in the software and other
technology industries; adoption of new accounting standards affecting the
software industry; changes in financial estimates by securities analysts;
general market conditions and other factors. In addition, the stock market
has from time to time experienced significant price and volume fluctuations
that have particularly affected the market prices for the common stocks of
technology companies. These broad market fluctuations may materially
adversely affect the market price of the Company's Common Stock.
DEPENDENCE ON YEAR 2000 COMPLIANCE OF THIRD-PARTY PRODUCTS.
Some computers, software, and other equipment include programming code in
which calendar year data is abbreviated to only two digits. As a result of
this design decision, some if these systems could fail to operate or fail to
produce correct results if "00" is interpreted to mean 1900, rather than
2000. These problems are widely expected to increase in frequency and severity
as the year 2000 approaches, and are commonly referred to as the "Millennium
Bug" or "Year 2000 Problem."
The Year 2000 Problem could affect computers, software, and other
equipment used, operated, or maintained by the Company. The Company believes
that its comuter systems are Year 2000 compliant.
The Company believes that it has substantially identified and resolved
all potential Year 2000 Problems with any of the software products which it
develops and markets. However, management also believes that it is not
possible to determine with complete certainty that all Year 2000 Problems
affecting the Company's software products have been identified or corrected
due to the complexity of these products and the fact that these products
interact with other third party vendor products and operate on computer
systems which are not under the Company's control.
In addition to computers and related systems, the operation of office
and facilities equipment, such as fax machines, photocopiers, telephone
switches, security systems, elevators, and other common devices may be
affected by the Year 2000 Problem. The Company presently believes that its
office and facilities equipment are Year 2000 compliant.
The Company has limited or no control over the actions of third party
suppliers. Thus, while the Company expects that it will be able to resolve
any significant Year 2000 Problems with these systems, there can be no
assurance that these suppliers will resolve any or all Year 2000 Problems
with these systems before the occurrence of a material disruption to the
business of the Company or any of its customers. Any failure of these third
parties to resolve Year 2000 problems with these systems in a timely manner
could have a material adverse effect on the Company's business, financial
condition, and results of operation.
The Company expects to identify and resolve all Year 2000 Problems that
would materially adversely affect its business operations. However,
management believes that it is not possible to determine with complete
certainty that all Year 2000 Problems affecting the Company have been
identified or corrected. The number of devices that could be affected and the
interactions among these devices are simply too numerous. In addition, one
cannot accurately predict how many Year 2000 Problem-related failures will
occur or the severity, duration, or financial consequences of these perhaps
inevitable failures. As a result, management expects that the Company could
likely suffer the following consequences:
1. a significant number of operational inconveniences and
inefficiencies for the Company and its clients that may divert
management's time and attention and financial and human resources
from its ordinary business activities; and
2. a lesser number of serious system failures that may require
significant efforts by the Company or its clients to prevent or
alleviate material business disruptions.
The Company has not developed contingency plans. The Company does not
believe that the Year 2000 Problem will have a material adverse effect on the
Company's business or results of operations.
9
<PAGE>
SELLING SHAREHOLDERS
The Selling Shareholders hold Shares which were issued by the Company in
the SoftMagic Merger.
The table below lists the Selling Shareholders, the number of shares of
Puma Common Stock which each owned as of December 16, 1998, the number of
Shares subject to sale pursuant to this Registration Statement, and the
number of the shares of Puma Common Stock which each would own assuming that
such number of Shares were offered and assuming the sale of all such Shares
permitted to be sold.
<TABLE>
<CAPTION>
SHARES OWNED BEFORE SHARES TO BE SHARES OWNED AFTER
SELLING SHAREHOLDERS(1) OFFERING OFFERED SUCH OFFERING
- -------------------------------------------------------- ------------------- ------------ -------------------
<S> <C>
Jay Cohan 102,858 102,858 0
Andre Sant'Anna and Jennifer Creek Sant'Anna 238,884 238,884 0
as JTWROS
- ----------------------- ------------------- ------------ -------------------
- ----------------------- ------------------- ------------ -------------------
TOTALS 341,742 341,742 0
</TABLE>
- ----------
(1) The persons named in the table have sole voting and investment power with
respect to all shares of Puma Common Stock shown as beneficially owned by
them, subject to community property laws, where applicable.
10
<PAGE>
PLAN OF DISTRIBUTION
Pursuant to the Agreement and Plan of Reorganization dated July 27, 1998
by and among the Company, PacificTech Acquisition Corporation and SoftMagic,
the Company has filed with the Commission under the Securities Act the
Registration Statement, of which this Prospectus forms a part, with respect
to the resale of the Shares from time to time and has agreed to use all
reasonable efforts to cause such Registration Statement to remain effective
until July 30, 1999, provided, however, that the Company has the right,
subject to certain limitations, to require that the Selling Shareholders
suspend open market offers and sales of the Shares whenever, and for so long
as, in the reasonable judgment of the Company in good faith after
consultation with counsel, there is or may be in existence material
undisclosed information or events with respect to the Company. As used
herein, "Selling Shareholders" includes donees and pledgees selling shares
received from a named Selling Shareholder after the date of this prospectus.
Each of the Selling Shareholders will act independently of the Company
in making decisions with respect to the timing, manner and size of each sale.
The Selling Shareholder may choose to sell the Shares from time to time at
market prices prevailing at the time of the sale, at prices related to the
then prevailing market prices or in negotiated transactions, including
pursuant to an underwritten offering or pursuant to one or more of the
following methods: (a) block trades in which the broker or 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, (b)
purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus and (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers.
In connection with the sale of the Shares, Selling Shareholders may
engage broker-dealers who in turn may arrange for other broker-dealers to
participate. Broker-dealers may receive commissions or discounts from the
Selling Shareholders in amounts to be negotiated immediately prior to the
sale. In addition, underwriters or agents may receive compensation from the
Selling Shareholders or from purchasers of the Shares for whom they may act
as agents, in the form of discounts, concessions or commissions. Underwriters
may sell Shares to or through dealers, such dealers may receive compensation
in the form of discounts, concessions or commissions from the underwriters or
commissions from the purchasers for whom they act as agents. Underwriters,
dealers and agents that participate in the distribution of the Shares may be
deemed to be underwriters and any discounts or commissions received by them
from the Selling Shareholders and any profit on the resale of the Shares by
them may be deemed to be underwriting discounts and commissions under the
Securities Act.
At the time a particular offer of Shares is made, to the extent
required, a supplement to this Prospectus will be distributed which will
identify and set forth the aggregate amount of Shares being offered and the
terms of the offering, including the name or names of any underwriters,
dealers or agents, the purchase price paid by any underwriter for Shares
purchased from the Selling Shareholders, any discounts, commissions and other
items constituting compensation from the Selling Shareholders and/or the
Company, and any discounts, commissions or concessions allowed or reallowed
or paid to dealers, including the proposed selling price to the public.
The Company has agreed to indemnify in certain circumstances the Selling
Shareholders against certain liabilities, including liabilities under the
Securities Act. The Selling Shareholders have agreed to indemnify in certain
circumstances the Company against certain liabilities, including liabilities
under the Securities Act.
The Selling Shareholders and any other persons participating in the sale
or distribution of the Shares as described herein will be subject to
provisions of the Exchange Act and the rules and regulations thereunder,
including Regulation M, to the extent applicable, which provisions may limit
the timing of purchases and sales of any of the Shares by the Selling
Shareholders or any other such person. The foregoing may affect the
marketability of the Shares. The Selling Shareholders also will comply with
the applicable prospectus delivery requirements under the Securities Act in
connection with the sale or distribution of the Shares hereunder.
In order to comply with certain states' securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states, the Shares may not be sold
11
<PAGE>
unless the Shares have been registered or qualified for sale in such state,
or unless an exemption from registration or qualification is available and is
obtained.
The Company will bear all out-of-pocket expenses incurred in connection
with the registration of the Shares, including, without limitation, all
registration and filing fees, printing expenses, transfer agents' and
registrars' fees, and the reasonable fees and disbursements of SoftMagic's
outside counsel and independent accountants, but excluding underwriting
discounts and commissions which shall be borne by the Selling Shareholders.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by
the Selling Shareholders.
LEGAL MATTERS
The validity of the Shares is being passed upon by Gray Cary Ware &
Freidenrich LLP, Palo Alto, California.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of Puma Technology, Inc. for the
year ended July 31, 1998 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.
12
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
No dealer, salesman or other person has been authorized to give any information
or to make any representations other than those contained or incorporated by
reference in this prospectus in connection with the offering described herein,
and, if given or made, such information or representation must not be relied
upon as having been authorized by the company, any selling shareholder or by
any underwriter. This prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities other than the registered
securities to which it relates, or an offer to sell, or a solicitation of an
offer to buy, in any jurisdiction in which it is unlawful to make such offer or
solicitation. Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there has
been no change in the affairs of the company since the date hereof or that the
information contained herein is correct as of any time subsequent to the date
hereof.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
----
<S> <C>
Available Information.........................................................1
Incorporation of Certain Documents by
Reference.................................................................1
The Company...................................................................2
Risk Factors..................................................................3
Selling Shareholders.........................................................10
Plan of Distribution.........................................................11
Use of Proceeds..............................................................12
Legal Matters................................................................12
Experts......................................................................12
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PROSPECTUS
--------------------
341,742 SHARES
PUMA TECHNOLOGY, INC.
COMMON STOCK
December 17, 1998
--------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with
the sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are
estimates except the Securities and Exchange Commission registration and
listing and filing fees.
<TABLE>
<CAPTION>
To be Paid
By The
Registrant
----------
<S> <C>
SEC Registration Fee......................................... $ 234
Nasdaq filing fee............................................ 6,835
Accounting fees and expenses................................. 5,000
Legal fees and expenses...................................... 20,000
Miscellaneous expenses....................................... 2,500
Total................................................ $34,569
------
------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("Delaware Law")
permits indemnification of officers, directors, and other corporate agents
under certain circumstances and subject to certain limitations. The
Registrant's Certificate of Incorporation and Bylaws provide that the
Registrant shall indemnify its directors, officers, employees, and agents to
the full extent permitted by Delaware Law, including in circumstances in
which indemnification is otherwise discretionary under Delaware law. In
addition, the Registrant has entered into separate indemnification agreements
with its directors and officers which would require the Registrant, among
other things, to indemnify them against certain liabilities which may arise
by reason of their status or service (other than liabilities arising from
willful misconduct of a culpable nature) and to maintain directors' and
officers' liability insurance, if available on reasonable terms. The
Registrant also currently has directors' and officers' liability insurance in
place.
These indemnification provisions may be sufficiently broad to permit
indemnification of the Registrant's officers and directors for liabilities
(including reimbursement of expenses incurred) arising under the Securities
Act of 1933, as amended (the "Securities Act").
Section 6.2 of the Agreement and Plan of Reorganization (Exhibit 3.1)
provides for indemnification by the Selling Shareholders of the Registrant
and its officers and directors for certain liabilities arising under the
Securities Act, or otherwise.
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- ----------- -----------------------
<S> <C>
*3.1 Form of Agreement and Plan of Reorganization by and among Puma
Technology, Inc., a Delaware corporation, PacificTech Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary of
Puma Technology, Inc., and SoftMagic Corp., a Florida corporation.
**5.1 Opinion and Consent of Gray Cary Ware & Freidenrich LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Gray Cary Ware & Freidenrich LLP. Reference is made to
EXHIBIT 5.1.
**24.1 Power of Attorney.
* Incorporated by reference from the Company's Report on Form 8-K, filed August 14, 1998.
**Previously filed with this Registration Statement.
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended (the
"Securities Act"), each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended (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 the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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 foregoing provisions, 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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
<PAGE>
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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the
registration statement. Notwithstanding the foregoing, any increase or
decrease in 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) of the Securities Act of 1933, if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the 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 registrant
pursuant to section 13 or section 15(d) of the Exchange Act of 1934, that are
incorporated by reference in the 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 that 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of San Jose, State of California, on December 9, 1998.
PUMA TECHNOLOGY, INC.
By: /s/ Bradley A. Rowe
-------------------
Bradley A. Rowe
President and Chief Executive Officer
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Bradley A. Rowe President, Chief Executive Officer and December 9, 1998
- --------------------------- Director (Principal Executive Officer)
Bradley A. Rowe
* Senior Vice President, Finance and December 9, 1998
- --------------------------- Administration, and Chief Financial
M. Bruce Nakao Officer (Principal Financial and
Accounting Officer)
* Chairman of the Board of Directors December 9, 1998
- ---------------------------
Michael M. Clair
* Director December 9, 1998
- ---------------------------
Stephen A. Nicol
* Director December 9, 1998
- ---------------------------
Tyrone F. Pike
* Director December 9, 1998
- ---------------------------
Robert D. Rutner, DDS
*By: /s/ Bradley A. Rowe
---------------------------
Bradley A. Rowe
Attorney-in-Fact
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ---------------- -------------------------------------------------------------------------
<S> <C>
*3.1 Form of Agreement and Plan of Reorganization by and among
Puma Technology, Inc., a Delaware corporation, PacificTech
Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of Puma Technology, Inc., and
SoftMagic Corp., a Florida corporation.
** 5.1 Opinion and Consent of Gray Cary Ware & Freidenrich LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Gray Cary Ware & Freidenrich LLP. Reference is
made to EXHIBIT 5.1.
** 24.1 Power of Attorney.
*Incorporated by reference from the Company's Report on Form 8-K, filed
August 14, 1998.
**Previously filed with this Registration Statement.
</TABLE>
<PAGE>
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 August 24, 1998 which appears on page 31 of the fiscal 1998 Annual
Report to Shareholders of Puma Technology, Inc., which is incorporated by
reference in Puma Technolgy Inc.'s Annual Report on Form 10-K for the year
ended July 31, 1998. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on page 26 of such
Annual Report on Form 10-K. We also consent to the reference to us under the
heading: "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Jose, California
December 15, 1998
