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As filed with the Securities and Exchange Commission
on August 9, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Containing a Reoffer Prospectus Prepared In Accordance With Part I of Form S-3
CAMINUS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 13-4081739
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
747 THIRD AVENUE
NEW YORK, NEW YORK 10017
(Address of Principal Executive Offices) (Zip Code)
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DAVID M. STONER EMPLOYMENT AGREEMENT
(Full Title of the Plan)
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DAVID M. STONER
CAMINUS CORPORATION
747 THIRD AVENUE
NEW YORK, NEW YORK 10017
(Name and Address of Agent For Service)
(212) 888-3600
(Telephone Number, Including Area Code, of Agent For Service)
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Copy to:
JAMES R. BURKE, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 526-6000
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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, please check the following box: [X]
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE PRICE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par 430,140(1) $17.66(2) $7,596,272.40(2) $2,005.42
value
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(1) All such shares are issued and outstanding and available for resale
hereunder.
(2) Estimated solely for the purpose of calculating the registration fee,
and based upon the average of the high and low sale prices of the
Common Stock on the Nasdaq National Market on August 8, 2000 in
accordance with Rules 457(c) and 457(h) of the Securities Act of 1933,
as amended.
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EXPLANATORY NOTE
This Registration Statement has been prepared in accordance with the
requirements of Form S-8 which relates to the Registrant's Common Stock issued
to David M. Stoner, an officer of the Registrant, pursuant to his employment
agreement dated October 21, 1998. This Registration Statement also includes a
Prospectus prepared in accordance with the requirements of Part I of Form S-3
which relates to the reoffer or resale by such officer of the shares of the
Registrant's Common Stock covered by the Prospectus prepared in accordance with
the requirements of Form S-8.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in documents
sent or given to Mr. Stoner pursuant to Rule 428(b)(1) of the Securities Act of
1933. The information required by Part I of Form S-3 relating to the 430,140
shares registered hereunder for reoffer or resale pursuant to General
Instruction C of Form S-8 is included in the Reoffer Prospectus filed together
with this Registration Statement.
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REOFFER PROSPECTUS
CAMINUS CORPORATION
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430,140 SHARES OF COMMON STOCK
--------------------------
The 430,140 shares of our common stock covered by this prospectus are
issued and outstanding shares which may be offered and sold, from time to time,
for the account of the selling stockholder, who is one of our affiliates, or any
of the selling stockholder's permitted transferees. A permitted transferee is a
family member who has acquired the shares of common stock from the selling
stockholder through a gift or domestic relations order and without paying value
for the shares.
The shares were issued to the selling stockholder in connection with an
employment agreement dated October 21, 1998.
We will not receive any of the proceeds from the sale of the shares by
the selling stockholder or his permitted transferees.
The selling stockholder or his permitted transferees may offer the
shares from time to time through public or private transactions at prevailing
market prices, at prices related to prevailing market prices or at privately
negotiated prices.
Our common stock is traded on the Nasdaq National Market under the
symbol "CAMZ."
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 2.
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
HAVE NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is August 9, 2000.
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CAMINUS CORPORATION
Caminus Corporation is a leading provider of software solutions and
strategic consulting services to participants in energy markets throughout North
America and Europe, including utilities, electrical power generating companies,
energy marketers, electric power pools, gas producers, processors and pipelines.
We offer a suite of software solutions and associated services to enable energy
market participants to manage complex risk scenarios and effectively trade and
manage energy transactions, addressing multiple types of risk and energy
commodities, such as electric power, natural gas, crude oil and coal, across
varied geographies. In addition, our strategic consulting practice, which is one
of the leading consulting organizations in the European energy industry,
provides energy market participants with strategic advice regarding where to
compete and how to compete. Our team of subject matter experts provides
strategic advice on long-term energy investment decisions, including decisions
relating to the appropriate use of energy assets and the most effective
operating strategies in deregulating energy markets. Our principal offices are
located at 747 Third Avenue, New York, New York 10017, and our telephone number
is (212) 888-3600.
RISK FACTORS
In addition to the other information in this prospectus, the following
factors should be considered carefully in evaluating the investment in the
shares of our common stock offered by this prospectus.
RISKS RELATED TO OUR BUSINESS
WE HAVE A LIMITED HISTORY AS A COMBINED OPERATING ENTITY THAT PROVIDES BOTH
SOFTWARE SOLUTIONS AND STRATEGIC CONSULTING SERVICES, AND WE MAY FACE
DIFFICULTIES ENCOUNTERED BY RECENTLY COMBINED COMPANIES THAT OPERATE IN
DIFFERENT GEOGRAPHIC REGIONS AND PROVIDE VARIED PRODUCTS AND SERVICES
In April 1998, we were organized as a limited liability company for the
purpose of acquiring Zai*Net Software, L.P., a software company based in New
York, and Caminus Limited, a strategic consulting practice based in Cambridge,
England. Accordingly, we have a limited history of combined operations and may
face difficulties encountered by recently combined companies that operate in
different geographic regions and provide varied products and services,
especially in rapidly evolving markets such as the energy market.
WE EXPECT OUR RESULTS OF OPERATIONS TO FLUCTUATE AND THE PRICE OF OUR COMMON
STOCK COULD FALL IF QUARTERLY RESULTS ARE LOWER THAN THE EXPECTATIONS OF
SECURITIES ANALYSTS
Our revenues and results of operation have fluctuated in the past and
may vary from quarter to quarter in the future. If our quarterly results fall
below the expectations of securities analysts, the price of our common stock
could fall. A number of factors, many of which are outside our control, may
cause variations in our results of operations, including:
- demand for our software solutions and strategic consulting
services
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- the timing and recognition of sales of our products and services
- unexpected delays in developing and introducing new products and
services
- increased expenses, whether related to sales and marketing,
product development or administration
- changes in the rapidly evolving market for products and services
in the energy industry
- the mix of revenues derived from products and services
- the hiring, retention and utilization of personnel
- the mix of domestic and international revenues
- costs related to possible acquisitions of technologies or
businesses
- general economic factors
- changes in the revenue recognition policies required by generally
accepted accounting principles
Accordingly, we believe that quarter-to-quarter comparisons of our
results of operations are not necessarily meaningful. You should not rely on the
results of one quarter as an indication of our future performance.
A substantial portion of our operating expenses is related to personnel
costs, marketing programs and overhead, which cannot be adjusted quickly and are
therefore relatively fixed in the short term. Our operating expense levels are
based, in significant part, on our expectations of future revenues on a
quarterly basis. As a result, if revenues for a particular quarter are below our
expectations, we may not be able to reduce operating expenses proportionately
for that quarter, and therefore this revenue shortfall would have a
disproportionately negative effect on our operating results and cash flows for
that quarter.
In addition, we plan to increase our operating expenses to expand our
sales and marketing operations, fund greater levels of research and development,
broaden strategic consulting and software services and improve our operational
and financial systems. If our revenues do not increase as quickly as these
expenses, our results of operations and cash flows may suffer and our stock
price may decline.
OUR LENGTHY SALES CYCLE MAKES IT DIFFICULT TO PREDICT OUR QUARTERLY RESULTS AND
THE PRICE OF COMMON STOCK COULD FALL IF QUARTERLY RESULTS ARE LOWER THAN THE
EXPECTATIONS OF SECURITIES ANALYSTS
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Our long sales cycle, which can range from five to six months or more,
makes it difficult to predict the quarter in which sales may occur or revenues
may be recognized. Our sales cycle varies depending on the size and type of
customer considering a purchase and whether we have conducted business with a
potential customer in the past. These potential customers frequently need to
obtain internal approvals from multiple decision makers prior to making purchase
decisions. Delays in sales could cause significant variability in our revenues
and results of operations for any particular period. If our quarterly results
and cash flows fall below the expectations of securities analysts, our stock
price may decline.
A LIMITED NUMBER OF CUSTOMERS MAY ACCOUNT FOR A SIGNIFICANT PERCENTAGE OF OUR
REVENUES, WHICH MAY DECLINE IF WE CANNOT KEEP OR REPLACE THESE CUSTOMER
RELATIONSHIPS
As our business has grown, the size of our license agreements has
increased. Accordingly, we anticipate that our results of operations in any
given period may depend to a significant extent upon revenues from a small
number of customers. In addition, we anticipate that such customers will
continue to vary over time, so that the achievement of our long-term goals will
require us to obtain additional significant customers on an ongoing basis. Our
failure to enter into a sufficient number of large licensing agreements during a
particular period could have a significant adverse effect on our revenues.
WE MAY NOT BE ABLE TO OBTAIN OR SUSTAIN MARKET ACCEPTANCE FOR OUR PRODUCTS AND
SERVICES
Because the market for products and services in the energy industry is
rapidly evolving, a viable market for our products and services may not be
sustainable. We may not be able to continue to develop products and services
that serve the changing needs of energy market participants in this evolving
market. Organizations that have already invested substantial resources in
proprietary or other third-party solutions for buying, selling or trading energy
assets may be reluctant or slow to adopt a new approach that may replace, limit
or compete with their existing systems. These factors could inhibit the market's
acceptance of our products and services in particular.
THE MARKET FOR PRODUCTS AND SERVICES IN THE ENERGY INDUSTRY IS COMPETITIVE, AND
WE EXPECT COMPETITION TO INTENSIFY IN THE FUTURE; WE MAY NOT BE ABLE TO COMPETE
SUCCESSFULLY
The market for products and services in the energy industry is
competitive, and we expect competition to intensify in the future as
participants in the energy industry try to respond to increasing deregulation.
Our primary competition currently comes from internal development efforts of
energy participants for internal use or for sale to other market participants,
vendors of software solutions and providers of strategic consulting services.
Some of our current and many of our potential competitors have or may
have longer operating histories and significantly greater financial, technical,
marketing and other resources than we do, and may be able to respond more
quickly than we can to new or changing opportunities, technologies and customer
requirements. Also, our current and potential competitors have or may have
greater name recognition and more extensive customer bases that they can
leverage to gain promotional activities, adopt more aggressive pricing policies
and offer
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more attractive terms to purchasers than we can. In addition, our current and
potential competitors have established or may establish cooperative
relationships among themselves or with third parties to enhance their products
and services and expand their markets. Accordingly, new competitors or alliances
among competitors may emerge and rapidly acquire significant market share.
Increased competition could result in price reductions, reduced revenues and the
loss of customers, which could result in increased losses or reduced profits.
WE MAY NOT BE ABLE TO SUFFICIENTLY EXPAND OUR SALES AND DISTRIBUTION
CAPABILITIES AND STRATEGIC CONSULTING SERVICES IN ORDER TO INCREASE MARKET
AWARENESS OF OUR PRODUCTS AND SERVICES AND INCREASE OUR REVENUES
We must expand our direct sales operations and strategic consulting
services in order to increase market awareness of our products and services and
generate increased revenues. We require sales and consulting personnel with
significant subject matter expertise in the energy industry. We may not be able
to hire a sufficient number of sales and consulting personnel in a timely,
cost-effective manner. Moreover, our strategic consulting operations are
currently based in Europe, and we may encounter significant start-up costs in
connection with establishing strategic consulting operations in the United
States.
OUR REVENUES ARE SUBSTANTIALLY DEPENDENT UPON SALES OF A LIMITED NUMBER OF
SOFTWARE PRODUCTS AND RELATED SERVICES
Factors adversely affecting the pricing of or demand for our products
and services, such as competition or technological change, could have a material
adverse effect of our business, financial condition and results of operations.
To date, a significant percentage of our revenues has come from licensing our
Zai*Net Manager, Zai*Net Risk Analytics, Zai*Net Physicals and Zai*Net Models
software and providing related services. We currently expect that these
activities will account for a significant percentage of our revenues for the
foreseeable future. Our future financial performance will depend, in large part,
on the continued market acceptance of our existing products and the successful
development, introduction and customer acceptance of new or enhanced versions of
our software products and services, including the end-to-end energy software
solution that we are developing with ABB Energy Information Systems. We may not
be successful in developing and marketing our Zai*Net Manager, Zai*Net
Analytics, Zai*Net Physicals and Zai*Net Models software.
WE MAY NOT BE ABLE TO MANAGE OUR EXPANDING OPERATIONS
Rapid growth in numerous geographic regions has placed and will
continue to place a significant demand on our management, financial and
operational resources. Such demands have already required us and may require us
in the future to engage third-party resources over which we have limited control
to assist us in implementing our growth strategy. We intend to continue to
expand our U.S. and international operations in the foreseeable future to pursue
existing and potential market opportunities and to support our growing customer
base. In order to manage growth effectively, we must implement and improve our
operational systems, procedures and controls on a timely and cost-effective
basis. If we fail to improve our operational systems in a
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timely and cost-effective manner, we could experience customer dissatisfaction,
cost inefficiencies and lost revenue opportunities.
WE FACE RISKS ASSOCIATED WITH OUR INTERNATIONAL OPERATIONS AND PLANS FOR
EXPANSION
One of our key strategies is to continue to expand our international
operations and sales and marketing efforts. If we are unsuccessful, we may lose
customers that operate globally, which will adversely affect our results of
operations. In addition, international operations are subject to inherent risks
that may limit our international expansion or cause us to incur significant
costs to compete effectively in international markets. These include:
- the need to comply with the laws and regulations of different countries
- difficulties in enforcing contractual obligations and intellectual
property rights in some countries
- difficulties and costs of staffing and managing foreign operations
- fluctuations in currency exchange rates and the imposition of exchange
or price controls or other restrictions on the conversion of foreign
currencies
- difficulties in collecting international accounts receivable and the
existence of potentially longer payment cycles
- language and cultural differences
- local economic conditions in foreign markets
WE MAY NOT BE ABLE TO INTEGRATE THE OPERATIONS FROM OUR RECENT AND FUTURE
ACQUISITIONS
As part of our business strategy, we have completed and expect to enter
into additional business combinations and acquisitions, such as our July 1999
acquisition of DC Systems, Inc.
Acquisition transactions are accompanied by a number of risks,
including, among other things:
- the difficulty of assimilating the operations and personnel of the
acquired companies
- the potential disruption of our ongoing business
- expenses associated with the transactions, including expenses
associated with amortization of acquired intangible assets
- the potential unknown liabilities associated with acquired business
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IF NEW MEMBERS OF OUR SENIOR MANAGEMENT ARE NOT SUCCESSFULLY INTEGRATED WITH OUR
MANAGEMENT TEAM, WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE OUR BUSINESS
Several members of our senior management recently joined us and have
not previously worked together. David M. Stoner, our chief executive officer,
joined us in October 1998, and Mark A. Herman, our chief financial officer,
joined us in February 1999. In addition, two of our founders, Nigel L. Evans,
our senior vice president and head of European operations, and Brian J. Scanlan,
our chief technology officer, have been working together only since our
acquisitions of Caminus Limited and Zai*Net Software, L.P. in May 1998. As a
result, our senior managers are still becoming integrated as a management team
and may not work effectively as a team to successfully manage our business.
IF WE FAIL TO ADAPT TO RAPID CHANGES IN THE ENERGY MARKET, OUR EXISTING PRODUCTS
COULD BECOME OBSOLETE
The market for our products is marked by rapid changes in the
regulatory environment, new product introductions and related technology
enhancements, uncertain product life cycles, changes in customer demands and
evolving industry standards. We may not be able to successfully develop and
market new products or product enhancements that comply with present or emerging
technology standards. Also, any new regulation or technology standard could
increase our cost of doing business.
New products based on new technologies or new industry standards could
render our existing products obsolete and unmarketable. To succeed, we will need
to enhance our current products and develop new products on a timely basis to
keep pace with developments related to the energy market and to satisfy the
increasingly sophisticated requirement of customers. Software addressing the
trading and management of energy assets is complex and can be expensive to
develop, and new products and product enhancements can require long development
and testing periods. Any delays in developing and releasing enhanced or new
products could cause us to lose revenue opportunities and customers and could
increase the cost of doing business.
OUR SOFTWARE PRODUCTS MAY CONTAIN ERRORS OR DEFECTS THAT COULD RESULT IN LOST
REVENUES, DELAYED OR LIMITED MARKET ACCEPTANCE OR PRODUCT LIABILITY CLAIMS WITH
SUBSTANTIAL LITIGATION COSTS
Complex software products such as ours often contain errors or defects,
particularly when first introduced or when new versions or enhancements are
released. Despite internal testing and testing by customers, our current and
future products may contain serious defects. Serious defects or errors could
result in lost revenues or a delay in market acceptance.
Because our customers use our products for critical business
applications, errors, defects or other performance problems could result in
damage to our customers. They could seek significant compensation for losses
from us. Although our license agreements typically contain provisions designed
to limit our exposure to product liability claims, existing or future laws or
unfavorable judicial decision could negate these limitations. Even if not
successful, a product
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liability claim brought against us would likely be costly and time-consuming,
which would require our management to spend time defending the claim rather than
operating our business.
UNAUTHORIZED PARTIES MAY OBTAIN AND PROFIT FROM OUR SOFTWARE, DOCUMENTATION AND
OTHER PROPRIETARY INFORMATION
We seek to protect the source code for our proprietary software both as
a trade secret and as a copyrighted work. Our policy is to enter into
confidentiality agreements with our employees, consultants, vendors and
customers and to control access to our software, documentation and other
proprietary information.
Despite our efforts to protect our proprietary rights, unauthorized
parties may attempt to copy aspects of our products or obtain and use
information that we regard as proprietary. Policing unauthorized use of our
products is difficult, and while we are unable to determine the extent to which
piracy of our software products exists, such piracy can be expected to be a
persistent problem, particularly in international markets where the laws of
foreign countries are not as protective as they are in the U.S. Our trade
secrets or confidentiality agreements may not provide meaningful protection of
our proprietary information. We are aware of competitors that offer similar
functionality in their products. We can provide no assurance that others will
not independently develop similar technologies or duplicate any technology
developed by us.
We rely on outside licensors for technology that is incorporated into
and is necessary for the operation of our products. Our success will depend in
part on our continued ability to have access to such technologies that are or
may become important to the functionality of our products.
OTHERS MAY CLAIM THAT WE INFRINGE ON THEIR INTELLECTUAL PROPERTY RIGHTS, WHICH
MAY LIMIT OUR ABILITY TO CONDUCT OUR BUSINESS
As the number of software products in the energy industry increases and
the functionality of products from different software developers further
overlaps, software developers and publishers may increasingly become subject to
claims of infringement or misappropriation of the intellectual property or
proprietary rights of others. Although we are not currently subject to any
claims of infringement, third parties may assert infringement or
misappropriation claims against us in the future with respect to current or
future products. Further, we may be subject to additional risks as we enter into
transactions in countries where intellectual property laws are not well
developed or are poorly enforced. Legal protections of our rights may be
ineffective in such countries, and technology developed in such countries may
not be protectable in jurisdictions where protection is ordinarily available. In
addition, we are obligated to indemnify customers against claims that we
infringe the intellectual property rights of third parties. The results of any
intellectual property litigation to which we might become a party may force us
to do one or more of the following:
- cease selling or using products or services that incorporate the
challenged intellectual property
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- obtain a license, which may not be available on reasonable terms or at
all, to sell or use the relevant technology
- redesign those products or services to avoid infringement
- refund license fees that we have previously received
OUR BUSINESS MAY BE HARMED IF WE LOSE THE SERVICES OF DAVID STONER, BRIAN
SCANLAN, NIGEL EVANS OR OTHER KEY EMPLOYEES
Our success depends largely on the skills, experience and performance
of key employees, particularly David Stoner, our chief executive officer, and
Brian Scanlan and Nigel Evans, two of our founders. These employees have
significant expertise in the energy industry and would be difficult to replace.
Our employment agreements with Messrs. Stoner and Scanlan and Dr. Evans expire
in 2001. If we lose one or more of our key employees, our business could be
harmed.
IF WE FAIL TO CONTINUE TO ATTRACT AND RETAIN PERSONNEL WITH SALES EXPERIENCE,
SOFTWARE DEVELOPMENT SKILLS AND SUBJECT MATTER EXPERTISE IN THE ENERGY MARKET,
OUR BUSINESS MAY BE HARMED
Our future success will depend in large part on our ability to continue
attracting and retaining highly skilled personnel, particularly salespeople,
software developers and consultants who are both experts in their particular
fields and have strong customer relationship skills. In particular, the number
of people with significant knowledge about evolving energy markets is limited.
Newly hired employees will require training and it will take time for them to
achieve full productivity. We face intense competition in recruiting and may not
be able to hire enough qualified individuals in the future, and newly hired
employees may not achieve necessary levels of productivity.
WE MAY NEED ADDITIONAL FINANCING WHICH COULD BE DIFFICULT TO OBTAIN AND WHICH
COULD DILUTE YOUR OWNERSHIP INTEREST OR THE VALUE OF YOUR SHARES
We intend to grow our business rapidly and may require significant
external financing in the future. Obtaining additional financing will be subject
to a number of factors, including:
- market conditions
- our operating performance
- investor sentiment, particularly with respect to the emerging energy
market
These factors may make the timing, amount, terms and conditions of
additional financing unattractive for us. If we are unable to raise capital to
fund our operations, we may not be able to successfully grow our business.
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If we raise additional funds through the sale of equity or convertible
debt securities, your percentage ownership will be reduced. In addition, these
transactions may dilute the value of our outstanding stock. We may have to issue
securities that have rights, preferences and privileges senior to our common
stock.
RISKS RELATED TO THE ENERGY INDUSTRY
OUR PERFORMANCE WILL DEPEND ON THE CONTINUED GROWTH IN DEMAND FOR ENERGY
PRODUCTS AND SERVICES
Our future success depends heavily on the continued growth in demand
for energy products and services, which is difficult to predict. If demand for
energy products and services does not continue to grow or grows more slowly than
expected, demand for our products and services will be reduced. Because a
substantial portion of our operating expenses is fixed in the short term, any
unanticipated reduction in demand for our products and services would negatively
impact our operating results. Utilities and other businesses may be slow to
adapt to changes in the energy marketplace or be satisfied with existing
services and solutions. This would cause there to be less demand for our
products and services than we currently expect. The market for energy trading
software and solutions that address the deregulating energy industry is
relatively new, and potential customers may wait for widespread adoption of
products before making purchase commitments. Even if there is significant market
acceptance of products and services for the energy industry, we may incur
substantial expenses adapting our solutions to changing or emerging
technologies.
THE GLOBAL ENERGY INDUSTRY IS SUBJECT TO EXTENSIVE AND VARIED GOVERNMENTAL
REGULATIONS, AND OUR BUSINESS MAY BE ADVERSELY AFFECTED IF WE ARE UNABLE TO
SUCCESSFULLY DEVELOP PRODUCTS AND SERVICES THAT ADDRESS NUMEROUS AND RAPIDLY
CHANGING REGULATORY REGIMES
Although the global energy industry is becoming increasingly
deregulated, the energy industry, which includes utilities, producers, energy
marketers, processors, storage operators, distributors, marketers, pipelines and
others, is still subject to extensive and varied local, national and regional
regulation. If we are unable to design and develop software solutions and
strategic consulting services that address the numerous and changing regulatory
requirements, or fail to alter our products and services rapidly enough, our
customers or potential customers may not purchase our products and services.
OUR FINANCIAL SUCCESS IS CLOSELY LINKED TO THE HEALTH OF THE ENERGY INDUSTRY
We currently derive substantially all of our revenues from licensing
our software and providing strategic consulting services to participants in the
energy industry. Our customers include a number of organizations in the energy
industry, and the success of these customers is linked to the health of the
energy market. In addition, because of the capital expenditures required in
connection with investing in our products and services, we believe that demand
for our products and services could be disproportionately affected by
fluctuations, disruptions, instability or downturns in the energy market, which
may cause customers and potential
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customers to leave the industry or delay, cancel or reduce any planned
expenditures for our software products and related strategic consulting
services.
PROJECTIONS INCORPORATED INTO THIS PROSPECTUS RELATING TO THE GROWTH OF THE
ENERGY INDUSTRY ARE BASED ON ASSUMPTIONS THAT COULD TURN OUT TO BE INCORRECT AND
ACTUAL RESULTS COULD BE MATERIALLY DIFFERENT FROM THE PROJECTIONS
Documents incorporated into this prospectus contain various data and
projections related to revenues generated by the market for products and
services to the energy industry. These projections include assumptions regarding
the expected growth in information technology spending by energy market
participants. Actual results or circumstances may be materially different from
the projections. This could reduce our revenues and adversely affect anticipated
demand for our products and services. These data and projections are inherently
imprecise, and you should not place undue reliance on them.
RISKS RELATED TO OUR STOCK
OUR STOCK PRICE MAY BE VOLATILE
Fluctuations in market price and volume are particularly common among
technology companies. The market price of our common stock may fluctuate
significantly in response to the following factors, some of which are beyond our
control:
- variations in quarterly operating results
- announcements, by us or our competitors, of significant contracts,
acquisitions, strategic partnerships, joint ventures or capital
commitments
- additions or departures of key personnel
- future sales of common stock
- changes in financial estimates by securities analysts
- loss of a major customer
WE MAY INCUR SIGNIFICANT COSTS FROM CLASS ACTION LITIGATION
In the past, securities class action litigation has often been brought
against a company following periods of volatility in the market price of its
stock. Such volatility has been particularly common in technology companies. We
may in the future be the target of securities litigation. Securities litigation
could result in substantial costs and divert management's attention and
resources.
ANTI-TAKEOVER PROVISIONS IN OUR CHARTER DOCUMENTS AND DELAWARE LAW COULD PREVENT
OR DELAY A CHANGE IN CONTROL OF US
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Certain provisions of our certificate of incorporation and by-laws may
discourage, delay or prevent a merger, acquisition or other change in control,
even if the change in control would be beneficial to stockholders. Any of these
provisions could reduce the market price of our common stock. These provisions
include:
- providing for a classified board of directors with staggered,
three-year terms
- limiting the persons who may call special meetings of stockholders
- prohibiting stockholder action by written consent
- establishing advance notice requirements for nominations for election
to the board of directors or for proposing matters that can be acted on
by stockholders at stockholder meetings
We are subject to the provision of Section 203 of the General
Corporation Law of Delaware. Section 203 will prohibit us from engaging in
certain business combinations, unless the business combination is approved in a
prescribed manner. Accordingly, Section 203 may discourage, delay or prevent
someone from acquiring or merging with us.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This prospectus includes and incorporates forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. All statements, other than statements of
historical facts, included or incorporated in this prospectus regarding our
strategy, future operations, financial position, future revenues, projected
costs, prospects, plans and objectives of management are forward-looking
statements. The words "anticipates," "believes," "estimates," "expects,"
"intends," "may," "plans," "projects," "will," "would" and similar expressions
are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. We cannot guarantee
that we actually will achieve the plans, intentions or expectations disclosed in
our forward-looking statements and you should not place undue reliance on our
forward-looking statements. Actual results or events could differ materially
from the plans, intentions and expectations disclosed in the forward-looking
statements we make. We have included important factors in the cautionary
statements included or incorporated in this prospectus, particularly under the
heading "Risk Factors," that we believe could cause actual results or events to
differ materially from the forward-looking statements that we make. Our
forward-looking statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint ventures or investments we may make.
We do not assume any obligation to update any forward-looking statements.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares
being offered hereby.
12
<PAGE> 15
The selling stockholder, or a permitted transferee who may be selling
shares of common stock under this prospectus, will pay any underwriting
discounts and commissions and expenses incurred by him for brokerage,
accounting, tax or legal services or any other expenses incurred by him in
disposing of the shares. We will bear all other costs, fees and expenses
incurred in effecting the registration of the shares covered by this prospectus,
including, without limitation, all registration and filing fees, and fees and
expenses of our counsel and our accountants.
THE SELLING STOCKHOLDER
This prospectus relates to possible sales by David M. Stoner, our chief
executive officer, president and director, of the shares, which were issued to
him pursuant to his employment agreement, dated October 21, 1998.
As of the date of this prospectus, Mr. Stoner beneficially owned 454,389
shares of our common stock, of which 430,140 are available for resale hereunder.
Mr. Stoner's holdings represent approximately 3.0% of the issued and outstanding
shares of our common stock as of the date of this prospectus.
We do not know when or in what amounts the selling stockholder may
offer shares for sale. The selling stockholder may not sell any or all of the
shares offered by this prospectus. Because the selling stockholder may offer all
or some of the shares pursuant to this offering, and because there are currently
no agreements, arrangements or understandings with respect to the sale of any of
the shares, we cannot estimate the number of the shares that will be held by the
selling stockholder after completion of this offering.
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold
from time to time by the selling stockholder. This prospectus also covers sales
by permitted transferees of the selling stockholder. A permitted transferee is a
family member who has acquired the shares of common stock from the selling
stockholder through a gift or domestic relations order and without paying value
for the shares. A family member includes any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
employee's household (other than a tenant or employee), a trust in which these
persons have more than fifty percent of the beneficial interest, a foundation in
which these persons (or the selling stockholder) control the management of
assets, and any other entity in which these persons (or the selling stockholder)
own more than fifty percent of the voting interests. The term "selling
stockholder" hereafter includes permitted transferees.
The selling stockholder will act independently of us in making
decisions with respect to the timing, manner and size of each sale. Such sales
may be made on one or more exchanges or in the over-the-counter market or
otherwise, at prices and under terms then prevailing or at prices related to the
then current market price or in negotiated transactions. The selling stockholder
may sell his shares by one or more of, or a combination of, the following
methods:
13
<PAGE> 16
- purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this prospectus;
- ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
- block trades in which the broker-dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction;
- an over-the-counter distribution in accordance with the rules of
the Nasdaq National Market;
- in privately negotiated transactions; and
- in options transactions.
In addition, any shares that qualify for sale pursuant to Rule 144 of
the Securities Act of 1933 may be sold under Rule 144 rather than pursuant to
this prospectus.
To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. In connection
with distributions of the shares or otherwise, the selling stockholder may enter
into hedging transactions with broker-dealers or other financial institutions.
The selling stockholder may also enter into option or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealer or other financial institution of shares offered by this
prospectus, which shares such broker-dealer or other financial institution may
resell pursuant to this prospectus (as supplemented or amended to reflect such
transaction). The selling stockholder may also pledge shares to a broker-dealer
or other financial institution, and, upon a default, such broker-dealer or other
financial institution, may effect sales of the pledged shares pursuant to this
prospectus (as supplemented or amended to reflect such transaction).
In effecting sales, broker-dealers or agents engaged by the selling
stockholder may arrange for other broker-dealers to participate. Broker-dealers
or agents may receive commissions, discounts or concessions from the selling
stockholder in amounts to be negotiated immediately prior to the sale.
In offering the shares covered by this prospectus, the selling
stockholder and any broker-dealers who execute sales for the selling stockholder
may be deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. Any profits realized by the selling stockholder and
the compensation of any broker-dealer may be deemed to be underwriting discounts
and commissions.
In order to comply with the securities laws of certain states, if
applicable, the shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale
14
<PAGE> 17
in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
We have advised the selling stockholder that the anti-manipulation
rules of Regulation M under the Securities Exchange Act of 1934 may apply to
sales of shares in the market and to the activities of the selling stockholder
and his affiliates. In addition, we will make copies of this prospectus
available to the selling stockholder for the purpose of satisfying the
prospectus delivery requirements of the Securities Act. The selling stockholder
may indemnify any broker-dealer that participates in transactions involving the
sale of the shares against certain liabilities, including liabilities arising
under the Securities Act.
At the time a particular offer of shares is made, if required, a
prospectus supplement will be distributed that will set forth the number of
shares being offered and the terms of the offering, including the name of any
underwriter, dealer or agent, the purchase price paid by any underwriter, any
discount, commission and other item constituting compensation, any discount,
commission or concession allowed or reallowed or paid to any dealer, and the
proposed selling price to the public.
We have been advised by the selling stockholder that he has not, as of
the date hereof, made any arrangements relating to the distribution of the
shares.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be
passed upon for us by Hale and Dorr LLP, Boston, Massachusetts.
EXPERTS
The financial statements incorporated in this prospectus by reference to the
Annual Report on Form 10-K of Caminus Corporation for the year ended December
31, 1999 have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other documents with the
Securities and Exchange Commission. You may read and copy any document we file
at the SEC's public reference room at Judiciary Plaza Building, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549. You
15
<PAGE> 18
should call 1-800-SEC-0330 for more information on the public reference room.
Our SEC filings are also available to you on the SEC's Internet site at
http://www.sec.gov.
This prospectus is part of a registration statement that we filed with
the SEC. The registration statement contains more information than this
prospectus regarding us and our common stock, including certain exhibits and
schedules. You can obtain a copy of the registration statement from the SEC at
the address listed above or from the SEC's Internet site.
INCORPORATION OF IMPORTANT BUSINESS AND FINANCIAL INFORMATION BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate" into
this prospectus information that we file with the SEC in other documents. This
means that we can disclose important information to you by referring to other
documents that contain that information. The information incorporated by
reference is considered to be part of this prospectus. Information contained in
this prospectus and information that we file with the SEC in the future and
incorporate by reference in this prospectus automatically updates and supercedes
previously filed information. We incorporate by reference the documents listed
below and any future filings we make with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, prior to the sale of all of
the shares covered by this prospectus.
(1) Our Annual Report on Form 10-K for the year ended December 31,
1999;
(2) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000;
(3) Our Current Report on Form 8-K dated May 19, 2000;
(4) Our Current Report on Form 8-K dated June 8, 2000;
(5) Our Quarterly Report on Form 10-Q for the quarter ended June 30,
2000; and
(6) The description of our common stock contained in our registration
statement on Form 8-A filed November 15, 1999.
You may request a copy of these documents, which will be provided to you at no
cost, by contacting Caminus Corporation, Attention: Chief Financial Officer, 747
Third Avenue, New York, New York 10017, telephone: (212) 888-3600.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our certificate of incorporation provides that no director shall be
personally liable for any monetary damages for any breach of fiduciary duty as a
director, except to the extent that the Delaware General Corporation Law
prohibits the elimination or limitation of liability of directors for breach of
fiduciary duty.
Our certificate of incorporation provides that a director or officer
(a) shall be indemnified by us against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement incurred in connection with any
litigation or other legal proceeding (other than an action by or in our right)
brought against him by virtue of his position as our director or officer if
16
<PAGE> 19
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, our best interests, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful and (b)
shall be indemnified by us against all expenses (including attorneys' fees) and
amounts paid in settlement incurred in connection with any action by or in our
right brought against him by virtue of his position as our director or officer
if he acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, our best interests, except that no indemnification shall be made
with respect to any matter as to which such person shall have been adjudged to
be liable to us, unless a court determines that, despite such adjudication but
in view of all of the circumstances, he is entitled to indemnification of such
expenses.
Notwithstanding the foregoing, to the extent that a director or officer
has been successful, on the merits or otherwise, including, without limitation,
the dismissal of an action without prejudice, he is required to be indemnified
by us against all expenses (including attorneys' fees) incurred in connection
therewith. Expenses shall be advanced to a director or officer at his request,
provided that he undertakes to repay the amount advanced if it is ultimately
determined that he is not entitled to indemnification for such expenses.
Indemnification is required to be made unless we determine that the
applicable standard of conduct required for indemnification has not been met. In
the event of our determination that the director or officer did not meet the
applicable standard of conduct required for indemnification, or if we fail to
make an indemnification payment within 60 days after such payment is claimed by
such person, such person is permitted to petition the court to make an
independent determination as to whether such person is entitled to
indemnification. As a condition precedent to the right of indemnification, the
director or officer must give us notice of the action for which indemnity is
sought and we have the right to participate in such action or assume the defense
thereof.
Our certificate of incorporation further provides that the
indemnification provided therein is not exclusive, and provides that in the
event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers we must indemnify those
persons to the fullest extent permitted by such law as so amended.
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.
17
<PAGE> 20
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
We presently have directors and officers liability insurance for the
benefit of our directors and certain of our officers.
18
<PAGE> 21
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Caminus Corporation.......................................................................................................2
Risk Factors..............................................................................................................2
Use of Proceeds..........................................................................................................12
Selling Stockholder......................................................................................................13
Plan of Distribution.....................................................................................................13
Legal Matters............................................................................................................15
Experts..................................................................................................................15
Where You Can Find More Information......................................................................................15
Incorporation of Important Business and Financial Information by Reference...............................................16
Indemnification of Officers and Directors................................................................................16
</TABLE>
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 US OR BY ANY OTHER PERSON DEEMED
TO BE AN UNDERWRITER. NEITHER DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN OUR BUSINESS OR AFFAIRS SINCE THE DATE HEREOF OR THE DATES AS
OF WHICH INFORMATION IS SET FORTH HEREIN.
<PAGE> 22
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed below, which are on file with the SEC, are
incorporated herein by reference:
(1) Our Annual Report on Form 10-K for the year ended December 31,
1999;
(2) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000;
(3) Our Current Report on Form 8-K dated May 19, 2000;
(4) Our Current Report on Form 8-K dated June 8, 2000;
(5) Our Quarterly Report on Form 10-Q for the quarter ended June 30,
2000; and
(6) The description of our common stock contained in our registration
statement on Form 8-A filed November 15, 1999.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post effective
amendment which indicates that all shares of common stock offered hereby have
been sold or which deregisters all shares of common stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated 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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Our certificate of incorporation provides that no director shall be
personally liable for any monetary damages for any breach of fiduciary duty as a
director, except to the extent that the Delaware General Corporation Law
prohibits the elimination or limitation of liability of directors for breach of
fiduciary duty.
<PAGE> 23
Our certificate of incorporation provides that a director or officer
(a) shall be indemnified by us against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement incurred in connection with any
litigation or other legal proceeding (other than an action by or in our right)
brought against him by virtue of his position as our director or officer if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, our best interests, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful and (b)
shall be indemnified by us against all expenses (including attorneys' fees) and
amounts paid in settlement incurred in connection with any action by or in our
right brought against him by virtue of his position as our director or officer
if he acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, our best interests, except that no indemnification shall be made
with respect to any matter as to which such person shall have been adjudged to
be liable to us, unless a court determines that, despite such adjudication but
in view of all of the circumstances, he is entitled to indemnification of such
expenses.
Notwithstanding the foregoing, to the extent that a director or officer
has been successful, on the merits or otherwise, including, without limitation,
the dismissal of an action without prejudice, he is required to be indemnified
by us against all expenses (including attorneys' fees) incurred in connection
therewith. Expenses shall be advanced to a director or officer at his request,
provided that he undertakes to repay the amount advanced if it is ultimately
determined that he is not entitled to indemnification for such expenses.
Indemnification is required to be made unless we determine that the
applicable standard of conduct required for indemnification has not been met. In
the event of our determination that the director or officer did not meet the
applicable standard of conduct required for indemnification, or if we fail to
make an indemnification payment within 60 days after such payment is claimed by
such person, such person is permitted to petition the court to make an
independent determination as to whether such person is entitled to
indemnification. As a condition precedent to the right of indemnification, the
director or officer must give us notice of the action for which indemnity is
sought and we have the right to participate in such action or assume the defense
thereof.
Our certificate of incorporation further provides that the
indemnification provided therein is not exclusive, and provides that in the
event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers we must indemnify those
persons to the fullest extent permitted by such law as so amended.
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation,
II-2
<PAGE> 24
no indemnification shall be made with respect to any matter as to which such
person shall have been adjudged to be liable to the corporation unless and only
to the extent that the adjudicating court determines that such indemnification
is proper under the circumstances.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
We presently have directors and officers liability insurance for the
benefit of our directors and certain of our officers.
Item 7. Exemption From Registration Claimed
The sales and issuances of the restricted securities to be reoffered or
resold pursuant to this Registration Statement were deemed to be exempt under
the Securities Act by virtue of Section 4(2) of the Securities Act relative to
sales by an issuer not involving any public offering or the rules and
regulations thereunder.
Item 8. Exhibits
The exhibits listed on the Exhibit Index are filed herewith.
Item 9. Undertakings
1. 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;
(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) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
II-3
<PAGE> 25
(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 (i) and (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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in 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.
3. 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 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.
II-4
<PAGE> 26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York on August 9, 2000.
CAMINUS CORPORATION
By: /s/ David M. Stoner
---------------------------------------
David M. Stoner
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Caminus Corporation,
hereby severally constitute and appoint David M. Stoner, Mark A. Herman and
James R. Burke, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable Caminus Corporation to comply with all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
II-5
<PAGE> 27
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/ David M. Stoner President, Chief Executive August 9, 2000
---------------------------- Officer and Director (Principal
David M. Stoner Executive Officer)
/s/ Mark A. Herman Vice President, Chief Financial August 9, 2000
---------------------------- Officer and Treasurer (Principal
Mark A. Herman Financial Officer and Principal
Accounting Officer)
/s/ Anthony H. Bloom Director August 9, 2000
----------------------------
Anthony H. Bloom
/s/ Christopher S. Brothers Director August 9, 2000
----------------------------
Christopher S. Brothers
/s/ Nigel L. Evans Director August 9, 2000
----------------------------
Nigel L. Evans
Director August , 2000
----------------------------
Lawrence D. Gilson
/s/ Richard K. Landers Director August 9, 2000
----------------------------
Richard K. Landers
Director August , 2000
----------------------------
Brian J. Scanlan
</TABLE>
II-6
<PAGE> 28
EXHIBIT INDEX
Exhibit
Number Description
-------- -----------
4.1(1) Specimen certificate for shares of the Registrant's common stock.
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included in page II-5).
------------------------------------------------------------------------------
(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1, as amended (File No. 333-88437).
