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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEW ERA OF NETWORKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-1234845
(State of incorporation) (I.R.S. Employer Identification No.)
7400 EAST ORCHARD ROAD, SUITE 230
ENGLEWOOD, CO 80111
(303) 694-3933
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
GEORGE F. (RICK) ADAM, JR.
CHIEF EXECUTIVE OFFICER
NEW ERA OF NETWORKS, INC.
7400 EAST ORCHARD ROAD, SUITE 230
ENGLEWOOD, CO 80111
(303) 694-3933
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
MARK A. BERTELSEN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
Approximate date of commencement of proposed sale to the public: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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, as amended (the "Securities Act"), 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 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 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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
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Common Stock, par value $0.0001 per
share 1,050,150 $60.50 $63,534,075 $17,663
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(1) Estimated solely for the purpose of computing the registration fee required
by Section 6(b) of the Securities Act and computed pursuant to Rule 457(c)
under the Securities Act based upon the average of the high and low prices
of the Common Stock on March 29, 1999, as reported on the Nasdaq National
Market.
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 of 1933, as amended, 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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THE INFORMATION CONTAINED 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. THIS 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 OF SALE IS NOT PERMITTED.
PROSPECTUS
(Subject to completion, dated April 6, 1999)
1,050,150 Shares
NEW ERA OF NETWORKS, INC.
Common Stock
THE SHARES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU
SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" ON PAGE 4 IN DETERMINING WHETHER TO
PURCHASE OUR COMMON STOCK.
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This Prospectus is part of a registration statement that we filed with the
SEC using the "shelf" registration process. It relates to the public offering,
which is not being underwritten, of 1,050,150 shares of our common stock that
are held by some of our current stockholders. We issued such shares to these
stockholders in connection with the acquisition of the outstanding capital stock
of MSB Consultants Limited in June 1998 and Century Analysis Inc. in September
1998.
The selling stockholders may sell these shares from time to time on the
over-the-counter market in regular brokerage transactions, in transactions
directly with market makers or in privately negotiated transactions. For
additional information on the methods of sale that may be used by the selling
stockholders, see the section entitled "Plan of Distribution" on page 11. We
will not receive any of the proceeds from the sale of these shares. We will bear
the costs relating to the registration of these shares.
Our common stock is listed on the Nasdaq National Market under the symbol
"NEON." On April 5, 1999, the last sale price of our common stock was $75.38
per share.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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Prospectus dated ___________, 1999
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TABLE OF CONTENTS
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WHERE YOU CAN FIND MORE INFORMATION..................................................... 2
THE COMPANY............................................................................. 3
FORWARD-LOOKING STATEMENTS.............................................................. 3
RISK FACTORS............................................................................ 4
USE OF PROCEEDS......................................................................... 11
SELLING STOCKHOLDERS.................................................................... 11
PLAN OF DISTRIBUTION.................................................................... 11
LEGAL MATTERS........................................................................... 13
EXPERTS................................................................................. 13
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.
THE SHARES OF COMMON STOCK ARE NOT BEING OFFERED IN ANY JURISDICTION WHERE
THE OFFER IS NOT PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THE DOCUMENTS.
WHERE YOU CAN FIND MORE INFORMATION
o GOVERNMENT FILINGS. We file annual, quarterly and special reports and other
information with the Securities and Exchange Commission (the "SEC"). You may
read and copy any document that we file at the SEC's public reference rooms
in Washington, D.C., New York, New York, and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference
rooms. Our SEC filings are also available to you free of charge at the SEC's
web site at http://www.sec.gov.
o STOCK MARKET. The common stock is traded on the Nasdaq National Market.
Material filed by NEON can be inspected at the offices of the National
Association of Securities Dealers, Inc., Reports Section, 1735 K Street,
N.W., Washington, D.C. 20006.
o INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to "incorporate by
reference" the information we file with them, which means that we can
disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the SEC will
automatically update and supersede previously filed information, including
information contained in this document.
We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, until this offering has
been completed:
1. NEON's Annual Report on Form 10-K, which includes various pages from
our Annual Report to Stockholders for the fiscal year ended December
31, 1998.
2. NEON's Current Report on Form 8-K/A filed on November 18, 1998.
3. The description of NEON's common stock, which is contained in our
registration statement on Form 8-A filed on January 23, 1997 and
amended by NEON's registration statement on Form 8-A/A filed on June
5, 1997.
4. The description of NEON's preferred shares rights, which is
contained in our registration statement on Form 8-A filed on August
14, 1998 and amended by NEON's registration statement on Form 8-A/A
filed on August 17, 1998.
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You may request free copies of these filings by writing or telephoning us at
the following address:
New Era of Networks, Inc.
7400 East Orchard Road, Suite 230
Englewood, CO, 80111
Attention: Investor Relations
(303) 694-3933
THE COMPANY
New Era of Networks, Inc. ("NEON") develops, markets and supports enterprise
application integration ("EAI") software and services. Our architectural
platform provides organizations with a structured software platform for the
rapid and efficient integration and ongoing maintenance of disparate systems and
applications across the enterprise. Our packaged software solutions support EAI
across popular hardware platforms, operating systems, and database types. NEON
has five product offerings: MQSeries Integrator, NEON MQSeries Integrator
Adapters, NEON MQSeries Integrator Options, NEON Integration Applications, and
NEON Service Offerings. Through December 31, 1998, we shipped products or
provided services (including products and services acquired) to approximately
700 customers worldwide.
FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated into this Prospectus by
reference contain forward-looking statements that we have made pursuant to the
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are not historical facts but rather are based on
current expectations, estimates and projections about the Company's industry,
management's beliefs, and assumptions made by management. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates"
and variations of such words and similar expressions are intended to identify
such forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and other factors,
some of which are beyond our control, that are difficult to predict and could
cause actual results to differ materially from those expressed or forecasted in
such forward-looking statements. Such risks and uncertainties include those
described in "Risk Factors" and elsewhere in this Prospectus and in the
documents incorporated into this Prospectus by reference. You are cautioned not
to place undue reliance on these forward-looking statements which reflect
management's view only as of the date of this Prospectus. We undertake no
obligation to update such statements or publicly release the result of any
revisions to these forward-looking statements which it may make to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
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RISK FACTORS
As described by the following factors, past financial performance should
not be considered a reliable indicator of future performance and investors
should not use historical trends to anticipate results or trends in future
periods.
Our operating results fluctuate significantly and we may not be able to
maintain our historical growth rates.
Although we have had significant revenue growth in recent quarters, such
growth rates may not be sustainable, and you should not use these past results
to predict future operating margins and results. Our quarterly operating results
have fluctuated significantly in the past and may vary significantly in the
future. Our future operating results will depend on many factors, including the
following:
- the continued growth of the Enterprise Application Integration ("EAI")
software market;
- the size of the orders for our products, and the timing of such orders;
- potential delays in our implementations at customer sites;
- continued development of indirect distribution channels;
- increased demand for our products;
- the timing of our product releases;
- competition;
- the effects of global economic uncertainty on capital expenditures for
software;
- the effects of Year 2000 issues on software purchases.
Quarterly revenues and operating results depend upon the volume and timing
of customer contracts received during a given quarter, and the percentage of
each contract which we are able to recognize as revenue during each quarter,
each of which is difficult to forecast. In addition, as is common in the
software industry, a substantial portion of our revenues in a given quarter
historically have been recorded in the third month of that quarter, with a
concentration of such revenues in the last two weeks of the third month. If this
trend continues, any failure or delay in the closing of orders during the last
part of a quarter will have a material adverse effect on our business.
As a result of these and other factors, we believe that period-to-period
comparisons of our historical results of operations are not a good predictor of
our future performance. If our future operating results are below the
expectations of stock market analysts, our stock price may decline.
Software license revenue growth is increasingly dependent on our relationship
with IBM.
Our revenue growth in 1998, and in particular the fourth quarter, reflected
strong sales of the MQIntegrator through IBM's distribution and reseller
channel. In 1998, royalty revenue from IBM sales of MQIntegrator accounted for
approximately 13% of our total software license revenues. We expect that IBM
will account for an increasing percentage of our software license revenue in
1999. Any delay or shortfall in such revenues from IBM could have a material
adverse effect on our business and operating results.
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If our sales cycle is longer than we anticipate, our operating results may
suffer.
Our customers typically take a long time to evaluate our products.
Therefore the timing of license revenue is difficult to predict. A sale of our
products to a customer typically involves a significant technical evaluation and
a commitment of capital and other resources by the customer. This evaluation
process frequently results in a sales cycle that lasts several months.
Additional delays are caused by customers' internal procedures to approve large
capital expenditures and to test, implement and accept new technologies that
affect key operations within their organization. Our operating expense levels
are relatively fixed in the short-term and are based in part on expectations of
future revenues. Consequently, any delay in the recognition of revenue due to a
longer sales cycle caused by these factors could result in operating losses.
We have a short operating history and a history of operating losses.
An investor in our common stock must evaluate the risks, uncertainties,
expenses and difficulties frequently encountered by early stage companies in
rapidly evolving markets. We have had only a limited operating history upon
which an evaluation of our Company and its prospects can be based. Prior to
1996, we recorded only nominal product revenue, and we have not been profitable
on an annual basis. At December 31, 1998, our Company had an accumulated deficit
of approximately $20 million (which includes acquisition-related costs). To
address these risks and uncertainties, we must do the following:
- successfully implement our sales and marketing strategy;
- expand our direct sales channels;
- further develop our indirect distribution channels;
- respond to competition;
- continue to attract and retain qualified personnel;
- continue to develop and upgrade our products and technology more rapidly
than competitors;
- commercialize our products and services with future technologies.
We may not successfully implement any of our strategies or successfully
address these risks and uncertainties. Even if we accomplish these objectives we
may not be profitable in the future.
Failure to add customers or expand into new markets may have a material
adverse effect on our business.
A significant portion of our revenue has come from a small number of large
purchasers. For example, in 1998 our top ten customers accounted for 38% of
total revenues. In 1998, Industrial Bank of Japan accounted for approximately
10% of our total revenues. Historically, our revenues have been derived
primarily from sales to large banks and financial institutions. For example,
sales to large banks and financial institutions accounted for 57% of total
revenues in 1998 and approximately 72% of total revenues in 1997. These
customers or other customers may not continue to purchase our products. Our
failure to add new customers that make significant purchases of our products and
services would have a material adverse effect on our business, financial
condition and results of operations.
While we have developed experience marketing our products to financial
institutions, we have less experience with other vertical market segments. New
market segments that we are currently targeting are likely to have significantly
different characteristics than the financial institutions segment. As a result,
we may change our pricing structures, sales methods, sales personnel, consulting
services and customer support. We may not be successful in selling our products
and services to the additional segments targeted. Our inability to expand sales
of our products and services into these additional markets will materially
adversely affect our business.
Our growth is dependent upon the successful development of our direct and
indirect sales channels.
We sell our products primarily through our direct sales force and we
support our customers with our internal technical and customer support staff. We
will continue to rely on our ability to recruit and train additional sales
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people and qualified technical support personnel. Our ability to achieve
significant revenue growth in the future will greatly depend on our ability to
recruit and train sufficient technical, customer and direct sales personnel,
particularly additional sales personnel focusing on the new vertical market
segments that we target. We have in the past and may in the future experience
difficulty in recruiting qualified sales, technical and support personnel. Our
inability to rapidly and effectively expand our direct sales force and our
technical and support staff could materially adversely affect our business.
We believe that future growth also will depend on developing and
maintaining successful strategic relationships with distributors, resellers, and
systems integrators. Our strategy is to continue to increase the proportion of
customers served through these indirect channels. We are currently investing,
and plan to continue to invest, significant resources to develop these indirect
channels. This could adversely affect our operating results if these efforts do
not generate license and service revenues necessary to offset such investment.
Also, our inability to recruit and retain qualified distributors, resellers and
systems integrators could adversely affect our results of operations. Another
risk is that because lower unit prices are typically charged on sales made
through indirect channels, increased indirect sales could adversely affect our
average selling prices and result in lower gross margins.
Our operating results are substantially dependent on our suite of EAI
products.
A substantial majority of our revenues come from the NEON EAI suite of
products and related services, and we expect this pattern to continue.
Accordingly, our future operating results will depend on the demand for our
suite of EAI products and related services by future customers, including new
and enhanced releases that are subsequently introduced. There can be no
assurance that the market will continue to demand our current products or that
we will be successful in marketing any new or enhanced products. If our
competitors release new products that are superior to our products in
performance or price, demand for our products may decline. A decline in demand
for NEON as a result of competition, technological change or other factors would
have a material adverse effect on our business, financial condition and results
of operations.
Inability to integrate acquired companies may increase the costs of recent
acquisitions.
We may from time to time acquire companies with complementary products and
services in the application integration or other related software markets.
Between September 1997 and February 1999, we acquired four companies. These
acquisitions will expose us to increased risks and costs, including the
following:
- assimilating new operations, systems, technology and personnel;
- diverting financial and management resources from existing operations.
We may not be able to generate sufficient revenues from any of these
acquisitions to offset the associated acquisition costs. We will also be
required to maintain uniform standards of quality and service, controls,
procedures and policies. Our failure to achieve any of these standards may hurt
relationships with customers, employees, and new management personnel. In
addition, our future acquisitions may result in additional stock issuances which
could be dilutive to our stockholders.
We may also evaluate joint venture relationships with complementary
businesses. Any joint venture we enter into would involve many of the same risks
posed by acquisitions, particularly those risks associated with the diversion of
resources, the inability to generate sufficient revenues, the management of
relationships with third parties, and potential additional expenses, any of
which could have a material adverse effect on our financial condition and
results of operations.
There are many risks associated with international operations.
We continue to expand our international operations, and these efforts
require significant management attention and financial resources. Each version
of our product also has to be localized within each country. We have committed
resources to the opening and integration of additional international sales
offices and the expansion of international sales and support channels. Our
efforts to develop and expand international sales and
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support channels may not be successful. International sales are subject to a
number of risks, including the following:
- longer payment cycles;
- unexpected changes in regulatory requirements;
- difficulties and expenses associated with complying with a variety of
foreign laws;
- import and export restrictions and tariffs;
- difficulties in staffing and managing foreign operations;
- difficulty in accounts receivable collection and potentially adverse tax
consequences;
- currency fluctuations;
- currency exchange or price controls;
- political and economic instability abroad.
Additionally, intellectual property may be more difficult to protect
outside of the United States. International sales can also be affected to a
greater extent by seasonal fluctuations resulting from the lower sales that
typically occur during the summer months in Europe and other parts of the world.
In addition, the market for our products is not as developed outside of North
America. We may not be able to successfully penetrate international markets or
if we do, there can be no assurance that we will grow these markets at the same
rate as in North America.
Our failure to manage growth of operations may adversely affect us.
We must plan and manage effectively in order to successfully offer products
and services and implement our business plan in a rapidly evolving market. We
continue to increase the scope of our operations domestically and
internationally and have grown our headcount substantially. For example, at
January 1, 1996, we had a total of 35 employees and at December 31, 1998 we had
a total of 601 employees. We may further expand domestically or internationally
through internal growth or through acquisitions of related companies and
technologies. This growth will continue to place a significant strain on our
management systems and resources.
For us to effectively manage our growth, we must continue to enact the
following measures:
- improve our operational, financial and management controls;
- improve our reporting systems and procedures;
- install new management and information control systems;
- expand, train and motivate our workforce.
In particular, we are currently migrating our existing accounting software
to a packaged application that will allow greater flexibility in reporting and
tracking results. If we fail to install this software in an efficient and timely
manner or if the new systems fail to adequately support our level of operations,
then we could incur substantial additional expenses to remedy such failure.
We must keep pace with technological change to remain competitive.
The market for our products is characterized by rapid technological change,
frequent new product introductions and enhancements, changes in customer demands
and evolving industry standards. Our existing products could be rendered
obsolete if we fail to keep up in any of these ways. We have also found that the
technological life cycles of our products are difficult to estimate, partially
because they may vary according to the particular application or vertical market
segment. We believe that our future success will depend upon our ability to
continue to enhance our current product line while we concurrently develop and
introduce new products that
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keep pace with competitive and technological developments. These developments
require us to continue to make substantial product development investments.
Existing Products. We currently serve a customer base with a wide variety
of hardware, software, database, and networking platforms. To gain broad market
acceptance, we believe that we will have to support our products on a variety of
platforms. Our success will depend, among others, on the following factors:
- our ability to integrate our products with multiple platforms, especially
relative to our competition;
- the portability of our products, particularly the number of hardware
platforms, operating systems and databases that our products can source
or target;
- the integration of additional software modules under development with
existing products;
- our management of software development being performed by third-party
developers.
Future Products. There can be no assurance that we will be successful in
developing and marketing future product enhancements or new products that
respond to technological changes, shifting customer preferences, or evolving
industry standards. We may experience difficulties that could delay these
products. If we are unable to develop and introduce new products or enhancements
of existing products in a timely manner or if we experience delays in the
commencement of commercial shipments of new products and enhancements, then
customers may forego purchases of our products and purchase those of our
competitors.
Our failure to maintain close relationships with key software vendors will
adversely affect our product offering.
We believe that in order to provide competitive solutions for
heterogeneous, open computing environments, it is necessary to develop, maintain
and enhance close relationships with a wide range of vendors, including
database, Enterprise Resource Planning, supply chain and Electronic Data
Interchange software vendors, as well as hardware and operating system vendors.
There can be no assurance that we will be able to maintain our existing
relationships or develop additional relationships with such vendors. Our failure
to do so could adversely affect the portability of our products to existing and
new platforms and databases and the timing of the release of new and enhanced
products.
Our inability to attract and retain personnel may adversely affect us.
Our success greatly depends on the continued service of our key technical,
sales and senior management personnel. None of these persons are bound by an
employment agreement. The loss of any of our senior management or other key
research, development, sales and marketing personnel, particularly if lost to
competitors, could have a material adverse effect on our future operating
results. In particular George F. (Rick) Adam, our Chief Executive Officer, and
Harold A. Piskiel, our Chief Technology Officer, would be difficult to replace.
Our future success will depend in large part upon our ability to attract, retain
and motivate highly skilled employees. We face significant competition for
individuals with the skills required to perform the services we offer. We cannot
assure that we will be able to retain sufficient numbers of these highly skilled
employees. Because of the complexity of the EAI software market, we have in the
past experienced a significant time lag between the date on which technical and
sales personnel are hired and the time at which such persons become fully
productive, and we expect this pattern to continue.
Our failure to adequately protect our proprietary rights may adversely affect
us.
Our success and ability to compete is dependent in part upon our
proprietary technology. We rely on a combination of copyright, trademark and
trade secret laws, as well as confidentiality agreements and licensing
arrangements, to establish and protect our proprietary rights. We presently have
no patents, but we have three patent applications pending. Despite our efforts
to protect our proprietary rights, existing copyright, trademark and trade
secret laws afford only limited protection. In addition, the laws of certain
foreign countries do not protect our rights to the same extent as do the laws of
the United States. Attempts may be made to copy or reverse engineer aspects of
our products or to obtain and use information that we regard as proprietary.
Accordingly, there can be no assurance that we will be able to protect our
proprietary rights against unauthorized
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third-party copying or use. Any infringement of our proprietary rights could
materially adversely affect our future operating results. Furthermore, policing
the unauthorized use of our products is difficult and litigation may be
necessary in the future to enforce our intellectual property rights, to protect
our trade secrets or to determine the validity and scope of the proprietary
rights of others. Such litigation could result in substantial costs and
diversion of resources and could have a material adverse effect on our future
operating results.
Intellectual property claims can be costly and result in the loss of
significant rights.
It is also possible that third parties will claim that we have infringed
their current or future products. We expect that EAI software developers will
increasingly be subject to infringement claims as the number of products in
different industry segments overlap. Any claims, with or without merit, could be
time-consuming, result in costly litigation, cause product shipment delays, or
require us to enter into royalty or licensing agreements, any of which could
have a material adverse effect upon our operating results. There can also be no
assurance that such royalty or licensing agreements, if required, would be
available on terms acceptable to us, if at all. There can be no assurance that
legal action claiming patent infringement will not be commenced against us, or
that we would prevail in such litigation given the complex technical issues and
inherent uncertainties in patent litigation. In the event a patent claim against
us was successful and we could not obtain a license on acceptable terms or
license a substitute technology or redesign to avoid infringement, our business,
financial condition and results of operations would be materially adversely
affected.
Global economic uncertainty may affect the capital expenditures of our
customers.
The EAI software market could be negatively impacted by certain generic
factors, including global economic difficulties and uncertainty, reductions in
capital expenditures by large customers, and increasing competition. These
factors could in turn give rise to longer sales cycles, deferral or delay of
customer purchasing decisions, and increased price competition. The presence of
such factors in the EAI software market could adversely affect our operating
results.
Year 2000 risks may result in material adverse effects on our business.
Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. Beginning in the year
2000, these code fields will need to accept four digit entries to distinguish
21st century dates from 20th century dates. As a result, in a little over a
year, computer systems and/or software products used by many companies may need
to be upgraded to comply with such year 2000 requirements. While we have
assessed our products, services and internal systems, certain internal financial
packages have not yet been implemented and may require further assessment by us.
We believe we are currently expending sufficient resources to review our
products and services, as well as our internal management information system in
order to remedy those products, services and systems that are not year 2000
compliant. We expect such modifications will be made on a timely basis and we do
not believe that the cost of such modifications will have a material effect on
our operating results. There can be no assurance, however, that we will be able
to modify such products, services and systems in a timely and successful manner
to comply with the year 2000 requirements, which could have a material adverse
effect on our operating results. Moreover, we believe that some customers may be
purchasing our products as an interim solution to their year 2000 needs until
their current suppliers reach compliance. Conversely, year 2000 issues could
cause a significant number of companies, including our current customers, to
reevaluate their current system needs and as a result consider switching to
other systems and suppliers. Any of the foregoing could result in a material
adverse effect on our business, operating results and financial condition.
Additionally, during the next twelve months there is likely to be an increased
customer focus on addressing year 2000 issues, creating the risk that customers
may reallocate capital expenditures to fix year 2000 problems of existing
systems. If customers defer purchases of our software because of such a
reallocation, it could adversely affect our operating results. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
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Our stock price has been highly volatile.
The trading price of our common stock has fluctuated significantly since
our initial public offering in June 1997. In addition, the trading price of our
common stock could be subject to wide fluctuations in response to quarterly
variations in operating results, announcements of technological innovations or
new products by us or our competitors, developments with respect to patents or
proprietary rights, changes in financial estimates by securities analysts and
other events or factors. In addition, the stock market has experienced
volatility that has particularly affected the market prices of equity securities
of many high technology companies and that often has been unrelated or
disproportionate to the operating performance of such companies. These broad
market fluctuations may adversely affect the market price of our common stock.
Adoption of the Euro presents uncertainties for our company.
In January 1999, the new "Euro" currency is scheduled to be introduced in
certain European countries that are part of the European Monetary Union, or EMU.
During 2002, all EMU countries are expected to be operating with the Euro as
their single currency. A significant amount of uncertainty exists as to the
effect the Euro will have on the marketplace generally and, additionally, all of
the final rules and regulations have not yet been defined and finalized by the
European Commission with regard to the Euro currency. We are currently assessing
the effect the introduction of the Euro will have on our internal accounting
systems and the sales of our products. We are not aware of any material
operational issues or costs associated with preparing our internal systems for
the Euro. However, we do utilize third party vendor equipment and 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, the failure of any critical components to operate properly post-Euro
may have an adverse effect on the business or results of operations of our
Company or require us to incur expenses to remedy such problems.
-10-
<PAGE> 12
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock by the
Selling Stockholders. All net proceeds from the sale of the common stock covered
by this Prospectus will go to the Selling Stockholders who offer and sell their
shares.
SELLING STOCKHOLDERS
The following table sets forth the number of shares owned by each of the
Selling Stockholders as of March 8, 1999. None of the Selling Stockholders has
had a material relationship with NEON within the past three years other than as
a result of the ownership of the shares or other securities of NEON. No estimate
can be given as to the amount of shares that will be held by the Selling
Stockholders after completion of this offering because the Selling Stockholders
may offer all or some of the shares and because there currently are no
agreements, arrangements or understandings with respect to the sale of any of
the shares. The shares offered by this prospectus may be offered from time to
time by the Selling Stockholder named below.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY OWNED NUMBER OF SHARES WHICH
-------------------------- MAY BE SOLD PURSUANT TO
NAME OF SELLING STOCKHOLDER NUMBER PERCENTAGE THIS PROSPECTUS (1) (2)
- ----------------------------------- -------- ---------- -----------------------
<S> <C> <C> <C>
La France Family Trust............. 914,268 2.97% 674,696
Gerard Buggy....................... 30,000 * 21,000
Roderick Manzie.................... 30,000 * 21,000
Phillip Straszynski................ 30,000 * 21,000
Lisa Marie Lafrance................ 8,224 * 8,224
George Henry Martin................ 6,924 * 6,232
Debbie Ann Murray.................. 636 * 636
</TABLE>
- ----------
* Less than 1% of NEON's outstanding common stock.
(1) Does not include an aggregate of 267,957 shares of common stock
beneficially owned by the selling stockholders that have been deposited
in escrow to secure the indemnification obligations of the selling
stockholders. A number of shares equivalent to these escrow shares have
been included in this registration statement, but they are not included
in this column of the table. A supplemental prospectus will be filed to
reflect any change in the number of shares offered by the individual
selling stockholders as a result of the expiration of the escrow.
In addition, certain selling stockholders may receive additional shares
pursuant to an earn-out formula. The number of earn-out shares will
not exceed 30,097 shares in the aggregate. A prospectus will be filed
to reflect any change in the number of shares offered by certain
selling stockholders as a result of the earn-out shares.
(2) This registration statement also shall cover any additional shares of
common stock that become issuable in connection with the shares
registered for sale hereby by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration that results in an increase in the number of
NEON's outstanding shares of common stock.
PLAN OF DISTRIBUTION
NEON is registering all 1,050,150 shares (the "Shares") on behalf of certain
Selling Stockholders. As used in this Prospectus, "Selling Stockholders"
includes the pledgees, donees, transferees or others who later hold the Selling
Stockholders' interests.
We issued all of the Shares in connection with our acquisitions of MSB
Consultants Limited and Century Analysis Inc. in exchange for all of the
outstanding capital stock of MSB Consultants Limited and Century Analysis Inc.
NEON will not receive any proceeds from this offering. NEON will pay the costs
and fees of registering the Shares, but the Selling Stockholders will pay any
brokerage commissions, discounts or other expenses relating to the sale of the
Shares.
-11-
<PAGE> 13
The Selling Stockholders may sell the Shares in the over-the-counter market
or otherwise, at market prices prevailing at the time of sale, at prices related
to the prevailing market prices or at negotiated prices. In addition, the
Selling Stockholders may sell some or all of their Shares through:
o a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account;
o an over-the-counter distribution in accordance with the rules of the
Nasdaq National Market;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; or
o 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.
When selling the Shares, the Selling Stockholders may enter into hedging
transactions. For example, the Selling Stockholders may:
o enter into transactions involving short sales of the Shares by
broker-dealers;
o sell Shares short themselves and redeliver such shares to close out
their short positions;
o enter into option or other types of transactions that require the
Selling Stockholder to deliver the Shares to a broker-dealer, who will
then resell or transfer the Shares under this Prospectus (as
supplemented or amended to reflect such transaction); or
o loan or pledge the Shares to a broker-dealer, who may sell the loaned
shares or, in the event of default, sell the pledged shares under 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.
The Selling Stockholders may negotiate and pay broker-dealers commissions,
discounts or concessions for their services. Broker-dealers engaged by the
Selling Stockholders may allow other broker-dealers to participate in resales.
However, the Selling Stockholders and any broker-dealers involved in the sale or
resale of the Shares may qualify as "underwriters" within the meaning of Section
2(11) of the Securities Act. In addition, the broker-dealers' commissions,
discounts or concessions may qualify as underwriters' compensation under the
Securities Act. If the Selling Stockholders qualify as "underwriters," they will
be subject to the prospectus delivery requirements of Section 153 of the Act,
which may include delivery through the facilities of the NASD. NEON will pay all
expenses incident to the offering and sale of the Shares to the public other
than any commissions and discounts of underwriters, dealers or agents and any
transfer taxes.
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.
NEON has 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, we will make copies of this Prospectus available to the Selling
Stockholders and have 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.
-12-
<PAGE> 14
The sale of Shares by the Selling Stockholders is subject to compliance by
the Selling Stockholders with certain contractual restrictions they have with
us. There can be no assurance that the Selling Stockholders will sell all or any
of the Shares.
NEON has agreed to indemnify certain Selling Stockholders against certain
liabilities, including liabilities under the Securities Act. In return, certain
Selling Stockholders have agreed to indemnify NEON and certain related persons
against certain liabilities, including liabilities under the Securities Act.
NEON has agreed with certain of the Selling Stockholders to keep the
Registration Statement of which this Prospectus constitutes a part effective
until September 30, 1999, the one-year anniversary of the closing date of our
acquisition of all of the outstanding common stock of Century Analysis Inc.
(which period may be shortened or extended under certain circumstances). We
intend to de-register any of the Shares not sold by the Selling Stockholders at
the end of such one year period; however, it is anticipated that at such time
any unsold shares may be freely tradable subject to compliance with Rule 144 of
the Securities Act.
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon by
Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto,
California, counsel to NEON.
EXPERTS
The financial statements of NEON as of December 31, 1996, 1997 and 1998 and
for each of the three years in the period ended December 31, 1998 included in
this prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said report.
The financial statements of Century Analysis Inc. as of and for the years
ended December 31, 1997 and 1996 incorporated by reference in this prospectus
from the Current Report on Form 8-K/A of New Era of Networks, Inc. filed on
November 18, 1998 have been audited by Deloitte & Touche LLP, independent
auditors as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
-13-
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The Company will pay all expenses incident to the offering and sale to the
public of the shares being registered other than any commissions and discounts
of underwriters, dealers or agents and any transfer taxes. Such expenses are set
forth in the following table. All of the amounts shown are estimates except the
Securities and Exchange Commission ("SEC") registration fee.
<TABLE>
<CAPTION>
AMOUNT TO BE
PAID BY
REGISTRANT
-------------
<S> <C>
SEC registration fee ................... $17,663
Legal fees and expenses ................ 10,000
Accounting fees and expenses ........... 7,500
Miscellaneous expenses ................. 4,837
=============
Total ........................ $40,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law Code authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). Article VII of the Registrant's Certificate of Incorporation and Article
VI of the Registrant's Bylaws provide for mandatory indemnifications of its
directors and officers and permissible indemnifications of employees and offer
agents to the maximum extent permitted by the Delaware General Corporation Law.
In addition, the Registrant has entered into Indemnification Agreements with its
officers and directors.
ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES
(a) Exhibits:
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- ------------------------------------------------------------------
2.1* Share Purchase Agreement dated June 12, 1998 by and among
Registrant, MSB Consultants Limited and the shareholders of MSB
Consultants Limited.
2.2** Share Acquisition Agreement dated September 30, 1998 by and among
Registrant, Century Analysis Inc. and the shareholders of Century
Analysis Inc.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation regarding the legality of the securities being
registered.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (which is included on page II-3 herein).
- ----------
* Incorporated herein by reference to the exhibit filed with the
Registrant's Report on Form 8-K dated June 26, 1998.
** Incorporated herein by reference to the exhibit filed with the
Registrant's Report on Form 8-K dated October 14, 1998.
II-1
<PAGE> 16
(b) Financial Statement Schedules -- NONE
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
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.
(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.
(iii) 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)
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.
(iv) 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities 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
of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE> 17
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF DENVER, STATE OF COLORADO, ON MARCH 31, 1999.
New Era of Networks, Inc.
By: /s/ Leonard M. Goldstein
------------------------
Leonard M. Goldstein
Senior Vice President and Senior Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS LEONARD M. GOLDSTEIN, AS HIS TRUE AND LAWFUL
ATTORNEY-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION,
FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY
AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION
STATEMENT, AND TO FILE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN
CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO
SAID ATTORNEY-IN-FACT AND AGENTS FULL POWER AND AUTHORITY TO DO AND PERFORM EACH
AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN CONNECTION
THEREWITH, AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEY-IN-FACT AND
AGENTS, OR HIS SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE
THEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
/s/ George F. Adam, Jr. Chairman of the Board, Chief Executive March 31, 1999
- ---------------------------------
George F. Adam, Jr. Officer, President and Director (Principal
Executive Officer)
/s/ Stephen E. Webb Senior Vice President and Chief Financial March 31, 1999
- ----------------------------------
Stephen E. Webb Officer (Principal Financial Officer)
/s/ James C. Parks Vice President of Finance and Controller March 31, 1999
- ----------------------------------
James C. Parks (Principal Accounting Officer)
/s/ Harold A. Piskiel Executive Vice President, Chief Technology March 31, 1999
- ----------------------------------
Harold A. Piskiel Officer and Director
/s/ Steven Lazarus Director March 31, 1999
- ----------------------------------
Steven Lazarus
/s/ Mark L. Gordon Director March 31, 1999
- ----------------------------------
Mark L. Gordon
/s/ James Reep Director March 31, 1999
- ----------------------------------
James Reep
/s/ Elisabeth W. Ireland Director March 31, 1999
- ----------------------------------
Elisabeth W. Ireland
/s/ Patrick J. Fortune Director March 31, 1999
- ----------------------------------
Patrick J. Fortune
/s/ Joseph E. Kasputys Director March 31, 1999
- ----------------------------------
Joseph E. Kasputys
</TABLE>
II-3
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- ------------------------------------------------------------------
<S> <C>
2.1* Share Purchase Agreement dated June 12, 1998 by and among
Registrant, MSB Consultants Limited and the shareholders of MSB
Consultants Limited.
2.2** Share Acquisition Agreement dated September 30, 1998 by and among
Registrant, Century Analysis Inc. and the shareholders of Century
Analysis Inc.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation regarding the legality of the securities being
registered.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (which is included on page II-3 herein).
</TABLE>
- ----------
* Incorporated herein by reference to the exhibit filed with the Registrant's
Report on Form 8-K dated June 26, 1998.
** Incorporated by reference to the exhibit filed with the Registrant's Report
on Form 8-K dated October 14, 1998.
<PAGE> 1
Exhibit 5.1
April 2, 1999
New Era of Networks, Inc.
7400 East Orchard Parkway, Suite 230
Englewood, CO 80111
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
you with the Securities and Exchange Commission on or about the date hereof (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of up to 1,050,150 shares of your Common
Stock (the "Shares"). All of the Shares are issued and outstanding and may be
offered for sale for the benefit of the selling stockholders named in the
Registration Statement. We understand that the Shares are to be sold from time
to time in the over-the-counter-market at prevailing prices or as otherwise
described in the Registration Statement. As your legal counsel, we have also
examined the proceedings taken by you in connection with the issuance of the
Shares.
It is our opinion that the Shares are validly issued, fully paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of New Era of
Networks, Inc. on Form S-3 of our report dated January 26, 1999, appearing in
the Annual Report on Form 10-K for the year ended December 31, 1998 of New Era
of Networks, Inc. filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
April 5, 1999
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
New Era of Networks, Inc. on Form S-3 of our report dated September 30, 1998
(relating to the financial statements of Century Analysis Inc. as of and for the
years ended December 31, 1997 and 1996), appearing in the Current Report of New
Era of Networks, Inc. on Form 8-K/A and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
San Francisco, California
April 5, 1999
