<PAGE>
Registration No. 333-
As filed with the Securities and Exchange Commission on November 10, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
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CARLETON CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-1349953
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
10729 Bren Road East
Minnetonka, Minnesota 55343
(612) 238-4000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Copy to:
Robert D. Gordon Jay L. Swanson, Esq.
Chief Executive Officer Dorsey & Whitney LLP
Carleton Corporation 220 South Sixth Street
10729 Bren Road East Minneapolis, Minnesota 55402-1498
Minnetonka, Minnesota 55343 (612) 340-2600
(612) 238-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Class of Amount Maximum Offering Maximum Aggregate Amount of
Securities to be Registered to be Registered(1) Price per Share (2) Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.25 par value 459,272 Shares $1.75 $803,726 $223.44
</TABLE>
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(1) This amount represents shares to be offered by the selling shareholders
from time to time after the effective date of this Registration Statement
at prevailing market prices at time of sale.
(2) Estimated solely for the purpose of calculating the registration fee based
upon the average of the high and low sales prices for the Common Stock on
November 3, 1998 as reported on the Nasdaq National Market.
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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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 10, 1998
PROSPECTUS
CARLETON CORPORATION
10729 Bren Road East
Minnetonka, Minnesota 55343
459,272 SHARES
CARLETON CORPORATION
COMMON STOCK
Shares of common stock of Carleton Corporation are being offered by this
Prospectus. The shares will be sold from time to time by the selling
shareholders named in this Prospectus. We will not receive any of the proceeds
from the sale of the shares.
The common stock is traded on the Nasdaq National Market under the symbol
"CARL."
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INVESTMENT IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 3.
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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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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES 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 OR SALE IS NOT
PERMITTED.
THE DATE OF THIS PROSPECTUS IS _______________, 1998.
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ABOUT THIS PROSPECTUS
This Prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (the "SEC"). The Prospectus relates to
459,272 shares (the "Shares") of our common stock ("Common Stock") which the
selling shareholders named in this Prospectus (the "Selling Shareholders") may
sell from time to time. We will not receive any of the proceeds from such sales.
We have agreed to pay the expenses incurred in registering the Shares, including
legal and accounting fees.
The Shares have not been registered under the securities laws of any state
or other jurisdiction as of the date of this Prospectus. Brokers or dealers
should confirm the existence of an exemption from registration or effectuate
such registration in connection with any offer and sale of the Shares.
This Prospectus describes certain risk factors that you should consider
before purchasing shares. See "Risk Factors" beginning on page 3. You should
read this Prospectus together with the additional information described under
the heading "Where You Can Find More Information."
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TABLE OF CONTENTS
Page
----
About this Prospectus....................................... 2
Risk Factors................................................ 3
Where You Can Find More Information......................... 8
About Carleton Corporation.................................. 9
Selling Shareholders........................................ 10
Plan of Distribution........................................ 10
Legal Matters............................................... 11
Experts..................................................... 11
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RISK FACTORS
AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS, TOGETHER WITH THE OTHER
INFORMATION IN THIS PROSPECTUS, BEFORE BUYING ANY SHARES. YOU SHOULD ALSO BE
AWARE THAT CERTAIN STATEMENTS CONTAINED IN THIS PROSPECTUS THAT ARE NOT RELATED
TO HISTORICAL RESULTS ARE FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING
STATEMENTS, SUCH AS STATEMENTS OF OUR STRATEGIES, PLANS, OBJECTIVES,
EXPECTATIONS AND INTENTIONS, INVOLVE RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS
COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING
STATEMENTS.
SIGNIFICANT OPERATING LOSSES
WE HAVE RECENTLY EXPERIENCED SIGNIFICANT OPERATING LOSSES. We acquired
Carleton Corporation, a provider of advanced data warehousing solutions, in
October 1997, and began refocusing our business. We have experienced substantial
operating losses since that time. During the quarter and six months ended
September 27, 1998, we had net losses of $1,995,000 and $3,632,000,
respectively. During these periods, our revenues were $1,012,000 and $2,334,000,
respectively. We expect to continue to incur net operating losses at least
through the end of the fiscal year ending March 28, 1999. In order to achieve
profitability, we must significantly increase our product sales. We cannot
assure you that we will be able to increase revenues or achieve profitability.
MARKET ACCEPTANCE OF PRODUCTS
WE NEED TO ACHIEVE GREATER MARKET AWARENESS AND ACCEPTANCE FOR OUR
PRODUCTS. Our products are relatively new and not widely known. We must improve
product functionality and features, build sales momentum, broaden business
partner alliances and continue to increase marketing promotion. Although we have
made progress in these areas, our products have not been widely accepted in the
marketplace. We cannot assure you that our products will achieve widespread
market acceptance.
WE DEPEND ON A LIMITED NUMBER OF PRODUCTS FOR MOST OF OUR REVENUES. Because
we depend on a limited number of products, our revenues may decrease if:
o our products are incompatible with our customers' hardware systems or
software applications.
o our products become obsolete.
o our products receive negative publicity or evaluations.
o we are unable to keep up with our competitors in the development and
marketing of improved versions of our products.
WORKING CAPITAL
OUR WORKING CAPITAL HAS BEEN DECLINING SIGNIFICANTLY. As a result of
operating losses, our working capital declined from $8,239,000 on March 29, 1998
to $4,726,000 on September 27, 1998. We believe that our current cash position
will be adequate to fund our anticipated future operating losses, working
capital needs and required capital expenditures through the fiscal year ending
March 28, 1999. If we do not achieve profitability and generate positive cash
flow during the following fiscal year, we will not have adequate working capital
to fund our operations.
INTENSE COMPETITION IN THE SOFTWARE INDUSTRY
WE FACE SUBSTANTIAL COMPETITION. Competition in the software industry is
intense, rapidly changing and affected by a continual stream of new product
offerings. A number of other companies offer products similar to ours, and
additional new competitors may emerge in the near future. Many of our existing
competitors have substantially greater capital resources, technical expertise,
marketing experience, research and development staffs, established customers and
facilities than we do. As a result, there is a risk that our competitors will
successfully develop similar technologies and products that will be more
appealing to our customers than our existing or future products.
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COMPETITION COULD AFFECT OUR PRICES AND MARKET SHARE. We expect competition
in our industry to increase as new companies emerge and as customers try to meet
their needs using internal resources. As a result, we may need to decrease our
prices, and our market share may not increase or may even decline. These factors
could adversely affect our financial performance.
CONSOLIDATION IN THE INDUSTRY MAY AFFECT OUR BUSINESS. Our principal
markets are highly fragmented and consist of a few large multinational
competitors and many small, regional competitors. We expect that the software
industry will experience additional consolidation as management information
systems become more complex and sophisticated. These developments may force
smaller companies either to specialize or merge with their competitors. As a
result, we believe that we must become a larger company to successfully compete
in this market. We cannot assure you that we will be able to grow and compete
effectively.
RAPID TECHNOLOGICAL CHANGE AND NEW PRODUCTS
WE MUST CONTINUE TO DEVELOP NEW PRODUCTS. In our industry, technology
advances rapidly and industry standards change frequently. To remain competitive
and achieve profitability, we must:
o Continually enhance our current products to prevent them from becoming
obsolete and unmarketable.
o Develop and introduce new products to meet the changing demands of our
customers.
o Anticipate technological trends and develop products to respond to
these trends.
In addition, our future performance will suffer if we experience delays that
prevent us from developing and marketing our products, particularly if such
delays prevent us from recovering the development expenses that we incur.
DEPENDENCE ON KEY CUSTOMERS
WE RELY ON A SMALL GROUP OF KEY CUSTOMERS. Since we began refocusing our
business in October 1997, we have sold our products to a relatively small number
of customers. During the six months ended September 27, 1998, each of several
customers accounted for more than 10% of our total revenues. Reductions in
orders from these or future key customers would adversely affect our business.
In addition, the timing of orders from major customers could cause substantial
fluctuations in our future results.
SOFTWARE ERRORS
PROBLEMS WITH OUR SOFTWARE PROGRAMS MAY AFFECT OUR SALES. Our products
contain complex software programs. We cannot be sure that the tests that we run
on our products will reveal all errors or "bugs" that these programs may
contain. Any failure to detect "bugs" in current or future versions of these
programs before we release them to customers would decrease our sales and
adversely affect our future business prospects. We may also encounter
unanticipated technical problems relating to the development and servicing of
our products. Some of these problems may be beyond our financial and technical
capacity to solve. The failure to adequately address any such problems could
have a material adverse effect on our business and prospects.
PRODUCT LIABILITY
WE COULD BE SUBJECT TO PRODUCT LIABILITY LAWSUITS. We may be found liable
if someone claims that our products are defective, provided poor service or
damaged a customer. So far we have not had any product liability claims brought
against us, but we cannot guarantee that we will be protected from claims in the
future or that the limitations on liability that we include in our contracts
will protect us. Our business could be adversely affected if someone brings a
product liability claim against us.
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DEPENDENCE ON INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
WE RELY ON OUR INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS TO PROTECT OUR
PRODUCTS. It is important in our industry that intellectual property, including
new products, technologies and processes, be protected. We protect the ownership
rights in our proprietary software through a combination of U.S. and foreign
copyright, trademark and trade secret laws, as well as employee non-disclosure
and third-party confidentiality agreements. Our success will depend, in part, on
whether we can obtain, use and enforce these protections and whether we can keep
our trade secrets confidential.
OTHERS MAY INFRINGE ON OUR INTELLECTUAL PROPERTY RIGHTS. We cannot assure
you that our efforts to protect our intellectual property in the future will be
successful. For example, third parties may try to copy or reverse-engineer our
products. Similarly, our customers may take inadequate precautions to protect
our source code and other proprietary information. In addition, many foreign
countries' laws may not protect us from improper use of our proprietary
technology overseas. We may not have adequate remedies if our intellectual
property rights are breached or our trade secrets are disclosed.
FUTURE MARKET CONDITIONS COULD RESULT IN HIGHER INTELLECTUAL PROPERTY
PROTECTION COSTS. As the number of competing products in the market increases
and many products begin to perform the same tasks, the following could occur:
o The number of lawsuits alleging violations of proprietary rights could
increase.
o We could incur high costs to defend against claims alleging that we
have infringed someone's intellectual property rights.
o We may be required to sign royalty, licensing or other agreements to
use other products.
o We may be prevented from or delayed in developing, manufacturing or
marketing one or more of our products.
YEAR 2000
THE YEAR 2000 PROBLEM MAY AFFECT OUR INFORMATION TECHNOLOGY SYSTEMS AND
OPERATIONS. Many currently installed computer systems and software are coded to
accept only two-digit entries in the date code fields. These date code fields
will need to accept four-digit entries to distinguish 21st century dates from
20th century dates. This problem could result in system failures or
miscalculations causing disruptions of business operations (including, among
other things, a temporary inability to process transactions, send invoices or
engage in other similar business activities). The various software packages that
we use for internal processing and to support our operations are obtained from
outside vendors. These software packages are Year 2000 compliant or expected to
be Year 2000 compliant in the near future. We are also assessing Year 2000
compliance issues with companies with which we have third party outsourcing
relationships, such as banks, insurance companies, payroll processors and
telecommunications providers. If Year 2000 compliance is not achieved with
respect to our internal systems or by our vendors, our operations could be
adversely affected.
OUR CURRENT PRODUCTS MAY NOT BE YEAR 2000 COMPLIANT. We believe that the
products we sell are Year 2000 compliant. We have developed a comprehensive Year
2000 testing program and continue to test our products using this program. We
currently do not anticipate significant problems in achieving Year 2000
compliance with respect to the products being tested, and expect to have our
testing completed by December 31, 1998. Any new releases of our existing
products and any new products will also be Year 2000 compliant. Customers with
older generation products will be upgraded. We do not currently anticipate
problems in achieving Year 2000 compliance with respect to all of our products
prior to December 31, 1999. We do not believe we will incur material expenses in
achieving Year 2000 compliance for our products, and we currently expect that
the costs for obtaining such compliance will not exceed $100,000. If such
compliance is not obtained, our business and results of operations could be
adversely affected.
BUSINESS DISRUPTIONS RESULTING FROM THE YEAR 2000 PROBLEM COULD OCCUR.
Based on our assessments and current knowledge, we do not believe that, as a
result of the Year 2000 problem, we will experience any material disruptions in
our internal processes, information processing or services from outside
relationships. However, if certain critical third-party providers, such as
providers of electricity, water or telephone service, experience difficulties
resulting
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in disruption of service to us, we could experience a shutdown at our
facilities. We plan to develop a contingency plan to provide for continued
operations if such a disruption of service occurs. Assuming no major disruption
in service from critical third-party providers, we believe that we will be able
to manage our total Year 2000 transition without any material effect on our
business or results of operations.
INTEGRATION OF OPERATIONS FOLLOWING MERGER
OUR MERGER WITH CARLETON CORPORATION MAY AFFECT OUR OPERATIONS. We must
continue to build on our efforts to integrate Carleton Corporation, which we
acquired in October 1997. The process of rationalizing management services,
administrative organizations, facilities and management information systems,
while managing a geographically expanded company, will continue to present
challenges to our management. We cannot assure you that the integration process
will ultimately be successful and that the anticipated benefits of the
acquisition will be fully realized. The dedication of management resources to
the integration process detracts attention from our day-to-day business
operations.
DEPENDENCE ON KEY PERSONNEL
WE RELY ON A LIMITED NUMBER OF KEY MANAGEMENT PERSONNEL. Our success is
highly dependent on the efforts and abilities of our senior management. If
Robert D. Gordon, our Chairman of the Board, President and Chief Executive
Officer, or any of our other executive officers or key employees leaves us, our
business could be adversely affected. In addition, we must continue to hire and
retain skilled personnel in order to compete effectively. We compete against
larger and better financed companies in recruitment. As a result of this
competition, it is possible that we will be unable to successfully attract and
retain skilled personnel in the future.
DEPENDENCE ON THIRD-PARTY SUPPLIERS
WE DEPEND ON PRODUCTS SUPPLIED BY OTHER COMPANIES. We use software products
provided by other companies. We cannot assure you that these companies will
continue to sell and support the software that we need to design and manufacture
our products. If any of these suppliers ceases to do business with us or if
these software lines become unavailable to us in the future, we may need to seek
other suppliers or change our products. We may experience production delays or
decreased sales volumes as a result of these factors.
ADDITIONAL BUSINESS RISKS
SEVERAL OTHER FACTORS COULD ADVERSELY AFFECT OUR BUSINESS. The additional
business risks include the following:
o Longer sales cycles.
o Higher administrative and service costs due to increased expenses in
the areas of advertizing, marketing, administration or management
information systems.
o Our inability to carry out our marketing and sales plans.
o Changes in investment income due to changes in interest rates.
POTENTIAL NASDAQ DELISTING
WE COULD BE DELISTED. If we no longer meet the requirements to continue our
listing on the Nasdaq National Market, our market value and liquidity of the
public float for our Common Stock may decrease. To remain listed on the Nasdaq
National Market, we must satisfy a number of requirements, including the
following:
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o Our net tangible assets must be greater than $4,000,000.
o We must have a public float of at least 750,000 shares with a minimum
market value of $200,000.
o We are required to have at least two market-makers in our stock.
o We must have at least 400 holders of our stock.
o We must have a minimum bid price of $1.00 per share.
To continue meeting these requirements, we effected a one-for-five reverse stock
split of our Common Stock on September 15, 1998. Although we currently comply
with the Nasdaq National Market's listing requirements, our Common Stock in the
future may be ineligible to trade on the Nasdaq National Market and may only be
traded on a less liquid over-the-counter market. As a result, investors in our
Common Stock would be less able to sell stock holdings or receive accurate stock
price quotations. Consequently, the market value of our Common Stock could
decrease.
POSSIBLE VOLATILITY OF STOCK PRICE
LIKE OTHER TECHNOLOGY COMPANIES, OUR STOCK PRICE MAY BE VOLATILE. We may
experience volatility in our stock price due to the following and other factors:
o Announcements of new product developments.
o Events or disputes relating to intellectual property rights.
o Fluctuations in financial performance from period to period.
These and other factors may adversely affect the market price of the Common
Stock.
MARKET OVERHANG
FUTURE SALES OF OUR COMMON STOCK COULD DEPRESS THE MARKET PRICE OF OUR
COMMON STOCK. In addition, the perception that such sales will occur could also
adversely affect the price. Under this Prospectus, the Selling Shareholders may
sell up to 459,272 Shares (or approximately 14% of the shares of Common Stock
currently outstanding). Any such sales, or even the market perception that such
sales could be made, may depress the price of the Common Stock.
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WHERE YOU CAN FIND MORE INFORMATION
Federal securities law requires us to file information with the SEC
concerning our business and operations. We file annual, quarterly and special
reports, proxy statements and other information with the SEC. You can read and
copy these documents at the public reference facility maintained by the SEC at
Judiciary Plaza, 450 Fifth Street, NW, Room 1024, Washington, DC 20549. You can
also copy and inspect such reports, proxy statements and other information at
the following regional offices of the SEC:
New York Regional Office Chicago Regional Office
Seven World Trade Center Citicorp Center
Suite 1300 500 West Madison Street, Suite 1400
New York, NY 10048 Chicago, Illinois 60661
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public on the SEC's
web site at http://www.sec.gov. You can also inspect our reports, proxy
statements and other information at the offices of the Nasdaq Stock Market.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information that we incorporate by
reference is considered to be part of this Prospectus, and later information
that we file with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
o Annual report on Form 10-K for the fiscal year ended March 29, 1998;
o Quarterly Report on Form 10-Q for the quarter ended June 28, 1998;
o Quarterly Report on Form 10-Q for the quarter ended September 27,
1998; and
o The description of our Common Stock contained in the Registration
Statement on Form 8-A, dated October 2, 1986, as amended.
This Prospectus is part of a registration statement we filed with the SEC
(Registration No. __________). You may request a free copy of any of the above
filings by writing or calling:
Steven L. Thimjon
Vice President and Chief Financial Officer
Carleton Corporation
10729 Bren Road East
Minnetonka, MN 55343
(612) 238-4000
You should rely only on the information incorporated by reference or
provided in this Prospectus or any supplement to this Prospectus. We have not
authorized anyone else to provide you with different information. The Selling
Shareholders should not make an offer of these Shares in any state where the
offer is not permitted. You should not assume that the information in this
Prospectus or any supplement to this Prospectus is accurate as of any date other
than the date on the cover page of this Prospectus or any supplement.
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ABOUT CARLETON CORPORATION
We deliver data integration software and services that enable large
organizations to more effectively deploy customer relationship management
systems (CRM), data warehouses and data marts and other critical data
applications. Our products automate data preparation processes, resulting in
faster application development, improved data quality and lower implementation
costs. We previously developed and sold two major products--Passport and
Enterprise/Integrator. We recently announced our new Pure-View(TM) product
suite, which includes the former Enterprise/Integrator under the name
Pure-Integrate. We also continue to offer Passport. These products are described
below:
o PASSPORT(TM). Passport is an extraction and transformation tool used
to obtain data from a wide range of mainframe, AS/400, UNIX and
Windows NT sources.
o PURE-VIEW(TM). Pure-View is a product that addresses a wide range of
data preparation needs for data warehouses and CRM systems that focus
on integrating customer information. Pure-View creates a clean,
integrated view of customer data, distributes the data for
decision-making, and provides information back to the operational
systems. Pure-View products include:
-- PURE-EXTRACT(TM). Pure-Extract is an extraction tool used to
prepare data for critical business applications. It simplifies a
customer's ability to extract data from various mainframe
databases and can process large volumes of operational data.
-- PURE-INTEGRATE(TM). Pure-Integrate is a transformation and
cleansing tool that enables data warehouse developers to create
integrated views of important business information, such as
customers, products and suppliers, from different data sources.
Pure-Integrate offers a Pure-Name Pure-Address option that
provides advanced name and address cleansing and standardization,
which improves the accuracy of customer lists.
-- PURE-DIMENSION(TM). Pure-Dimension is a high performance tool
that summarizes information for many business applications,
including sales, marketing and manufacturing.
-- PURE-CENTER(TM). Pure-Center is an integrated scheduling and
operations management product that helps customers manage the
data deployment and maintenance process.
We also provide implementation services to help customers deploy their data
management systems. These services include product training, on-site mentoring
for project start-ups and full project management capabilities. We also have
several strategic, business and marketing partnerships with data warehousing
technology providers, system integrators and packaged application providers.
THE MERGER WITH CARLETON CORPORATION
In October 1997, we acquired Carleton Corporation, a provider of advanced
data warehousing software solutions. In October 1997, we also sold our Internet
Solutions Division to Computer Network Technology Corporation. Subsequent to the
merger with Carleton Corporation, we changed our name from Apertus Technologies
Incorporated to Carleton Corporation effective August 1, 1998. Our Common Stock
continues to trade on the Nasdaq National Market System, but we changed our
symbol from "APTS" to "CARL." The Selling Shareholders named in this Prospectus
acquired the Shares in connection with our merger with Carleton Corporation.
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SELLING SHAREHOLDERS
The following table lists the Selling Shareholders and the number of Shares
they each beneficially own and may sell pursuant to this Prospectus. The Selling
Shareholders acquired the Shares in connection with the merger between Apertus
Technologies Incorporated and Carleton Corporation. See "About Carleton
Corporation." In the merger, we acquired all of the issued and outstanding stock
of Carleton Corporation in exchange for the Shares. The Share numbers set forth
below have been adjusted to reflect the one-for-five reverse stock split of our
Common Stock on September 15, 1998.
Maximum
Number of
Number of Shares to be
Shares Sold Pursuant
Beneficially to this
Name Owned Prospectus(1)
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Hermendra Desai ........................ 21,675 21,675
Michael Dexter-Smith(2) ................ 20,952 20,952
Paul Fluckiger ......................... 75,338 75,338
Caroline B. Gakenheimer ................ 14,699 14,699
GenCon Investments ..................... 104,434 104,434
Deborah Harrington ..................... 23,392 23,392
Pioneer Capital Corporation(3) ......... 128,997 128,997
Software AG of North America, Inc. ..... 69,785 69,785
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Total .................................. 459,272 459,272
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(1) Assumes the sale of all of the Shares offered by this Prospectus.
(2) Mr. Dexter-Smith has been one of our directors since October 1997.
(3) Includes warrants to purchase 27,030 shares of our Common Stock.
PLAN OF DISTRIBUTION
We are registering the Shares on behalf of the Selling Shareholders. As
used in this Prospectus, the term "Selling Shareholders" includes donees and
pledgees selling Shares received from a named Selling Shareholder after the date
of this Prospectus. All costs, expenses and fees in connection with the
registration of the Shares offered hereby will be borne by us. Brokerage
commissions and similar selling expenses, if any, attributable to the sale of
the Shares will be borne by the Selling Shareholders. Sales of Shares may be
effected by the Selling Shareholders from time to time in one or more types of
transactions (which may include block transactions) on the Nasdaq National
Market, in negotiated transactions, through put or call options transactions
relating to the Shares, through short sales of Shares, or a combination of such
methods of sale, at market prices prevailing at the time of sale, or at
negotiated prices. Such transactions may or may not involve brokers or dealers.
The Selling Shareholders have advised us that they have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of Shares by the Selling Shareholders.
The Selling Shareholders may effect such transactions by selling Shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders or the
purchasers of the Shares for whom such
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broker-dealers may act as agents or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
The Selling Shareholders and any broker-dealers that act in connection with
the sale of Shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933 (the "Securities Act"), and any
commissions received by such broker-dealers and any profit on the resale of the
Shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act. We have agreed
to indemnify each Selling Shareholder against certain liabilities, including
liabilities arising under the Securities Act. The Selling Shareholders may agree
to indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of the Shares against certain liabilities,
including liabilities arising under the Securities Act.
Because the Selling Shareholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the Selling Shareholders
will be subject to the prospectus delivery requirements of the Securities Act.
We have informed the Selling Shareholders that the anti-manipulative provisions
of Regulation M promulgated under the Securities Exchange Act of 1934 may apply
to their sales in the market.
Selling Shareholders also may resell all or a portion of the Shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of Rule 144.
Upon notification to us by a Selling Shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of Shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
Prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such Selling Shareholder and of
the participatin broker-dealers, (ii) the number of Shares involved, (iii) the
price at which such Shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealers, where applicable, (v) that such
broker-dealers did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction. In addition, upon notification to us by a Selling
Shareholder that a donee or pledgee intends to sell more than 500 Shares, a
supplement to this Prospectus will be filed.
LEGAL MATTERS
The validity of the Shares offered by this Prospectus will be passed upon
for us by Dorsey & Whitney LLP, Minneapolis, Minnesota.
EXPERTS
The financial statements incorporated by reference in our Annual Report on
Form 10-K for the year ended March 29, 1998 have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon incorporated by
reference therein and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
-11-
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee ....... $ 224
Accounting Fees and Expenses 1,500
Legal Fees and Expenses .... 7,500
Miscellaneous .............. 776
-------
Total ............. $10,000
=======
All fees and expenses other than the SEC registration fee are estimated.
The expenses listed above will be paid by the Company.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The following description of indemnification allowed under Minnesota
statutory law is a summary rather than a complete description. Reference is made
to Section 302A.521 of the Minnesota Statutes, which is incorporated herein by
reference. The following summary is qualified in its entirety by that reference.
Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best interests
of the corporation in the case of acts or omissions in such person's official
capacity for the corporation or reasonably believed that the conduct was not
opposed to the best interests of the corporation in the case of acts or
omissions in such person's official capacity for other affiliated organizations.
The Company's Articles of Incorporation and Bylaws provide that the Company
shall indemnify officers and directors under such circumstances and to the
extent permitted by Section 302A.521 as now enacted or hereafter amended.
ITEM 16. LIST OF EXHIBITS
5 Opinion of Dorsey & Whitney LLP regarding legality.
23.1 Consent of Independent Auditors.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney.
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:
II-1
<PAGE>
(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 to such information 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) under the Securities Act 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; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change in the information set forth in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act 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 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 of
1934) 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
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>
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 Minnetonka, State of Minnesota, on November 10, 1998.
CARLETON CORPORATION
By /s/ Robert D. Gordon
---------------------------
Robert D. Gordon
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
---- ----- ----
/s/ Robert D. Gordon Chairman of the Board, Chief November 10, 1998
- -------------------------- Executive Officer and President
Robert D. Gordon (Principal Executive Officer)
/s/ Steven L. Thimjon Chief Financial Officer (Principal November 10, 1998
- -------------------------- Financial and Accounting Officer)
Steven L. Thimjon
* Director November 10, 1998
- --------------------------
Nicholas J. Covatta, Jr.
* Director November 10, 1998
- --------------------------
Michael Dexter-Smith
* Director November 10, 1998
- --------------------------
Robert W. Fischer
* Director November 10, 1998
- --------------------------
George E. Hubman
* Director November 10, 1998
- --------------------------
Arch J. McGill
*By: /s/ Robert D. Gordon November 10, 1998
----------------------
Robert D. Gordon
Attorney-in-fact
II-3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of Independent Auditors
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney
<PAGE>
EXHIBIT 5
[Dorsey & Whitney LLP Letterhead]
Carleton Corporation.
10729 Bren Road East
Minnetonka, Minnesota 55343
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Carleton Corporation, a Minnesota corporation
(the "Company"), in connection with a Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the sale
from time to time of up to 459,272 shares of common stock of the Company, par
value $.25 per share ("Common Stock"), by the Selling Shareholders named in the
Registration Statement.
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of our opinions
set forth below. In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the shares of Common
Stock to be sold by the Selling Shareholders pursuant to the Registration
Statement have been duly authorized by all requisite corporate action and are
validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Dated: November 10, 1998
Very truly yours,
/s/ Dorsey & Whitney LLP
JLS
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Carleton Corporation
for the registration of 459,272 shares of common stock and to the incorporation
by reference therein of our report dated May 1, 1998, with respect to the
financial statements of Carleton Corporation incorporated by reference in its
Annual Report (Form 10-K) for the year ended March 29, 1998, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
November 5, 1998
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Robert D. Gordon and
Steven L. Thimjon, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign a Registration
Statement on Form S-3 of Carleton Corporation. (the "Company") and any and all
amendments thereto, including post-effective amendments, for the sale of shares
of the Company by certain selling shareholders, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission and with such state securities commissions
and other agencies as necessary; granting unto said attorney-in-fact and agent,
full power and authority to do and perform to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or the substitutes for such attorney-in-fact and
agent, may lawfully do or cause to be done by virtue hereof.
Name Title Date
---- ----- ----
/s/ Nicholas J. Covatta, Jr. Director November 10, 1998
- --------------------------------
Nicholas J. Covatta, Jr.
/s/ Michael Dexter-Smith Director November 10, 1998
- --------------------------------
Michael Dexter-Smith
/s/ Robert W. Fischer Director November 10, 1998
- --------------------------------
Robert W. Fischer
/s/ George E. Hubman Director November 10, 1998
- --------------------------------
George E. Hubman
/s/ Arch J. McGill Director November 10, 1998
- --------------------------------
Arch J. McGill
