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As filed with the Securities and Exchange Commission on May 14, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------
QUARTERDECK CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 7372 95-4320650
<S> <C> <C>
(State or other jurisdiction of (Primary standard industrial (I.R.S. Employer
incorporation or organization) classification code number) Identification Number)
</TABLE>
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13160 Mindanao Way
Marina del Rey, California 90292
(310) 309-3700
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
-----------------------
BRADLEY D. SCHWARTZ, ESQ.
Senior Vice President and General Counsel
Quarterdeck Corporation
13160 Mindanao Way
Marina del Rey, California 90292
(310) 309-3700
(Name, address, including zip code and telephone number,
including area code, of agent for service)
-----------------------
COPY TO:
KAREN E. BERTERO, ESQ.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
(213) 229-7000
-----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
CALCULATION OF REGISTRATION FEE
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====================================================================================================================================
TITLE OF EACH CLASS OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED AMOUNT TO BE REGISTERED OFFERING PRICE PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
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Common Stock ($.001 par value)..... 4,000,000 $14.5625 $58,250,000.00 $20,087.00
====================================================================================================================================
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(1) Estimated solely for the purpose of determining the registration fee.
Calculated on the basis of the average of the high and low reported prices of
the Registrant's Common Stock on the Nasdaq National Market on May 8, 1996.
THE REGISTRATION HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY IT EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE> 2
QUARTERDECK CORPORATION
CROSS REFERENCE SHEET
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Registration Statement Item Caption in Prospectus
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1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus .............. Facing Page of Registration Statement;
Cross-Reference Sheet; Outside Front Cover Page
of Prospectus
2. Inside Front and Outside Back Cover
Pages of Prospectus.................................. Available Information; Incorporation of Certain
Information by Reference; Table of Contents
3. Risk Factors, Ratio of Earnings to Fixed
Charges, and Other Information ...................... The Company; Cover Page of Prospectus;
Securities Covered by this Prospectus; Table
of Contents
4. Terms of the Transaction............................. Not Applicable
5. Pro Forma Financial Information ..................... Not Applicable
6. Material Contacts with the Company
Being Acquired....................................... Not Applicable
7. Additional Information Required for
Reoffering by Persons and Parties
Deemed to be Underwriters............................ Not Applicable
8. Interests of Named Experts and Counsel .............. Legal Opinion; Experts
9. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities ...... Not Applicable
10. Information with Respect to S-3
Registrants.......................................... Available Information; Incorporation of Certain
Information by Reference; The Company
11. Incorporation of Certain Information
by Reference......................................... Incorporation of Certain Information by Reference;
Description of Capital Stock
12. Information with Respect to S-2 or
S-3 Registrants...................................... Not Applicable
13. Incorporation of Certain Information by
Reference............................................ Not Applicable
14. Information with Respect to Registrants
Other than S-3 or S-2 Registrants ................... Not Applicable
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<PAGE> 3
<TABLE>
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15. Information with Respect to
S-3 Companies........................................ Not Applicable
16. Information with Respect to S-2 or
S-3 Companies........................................ Not Applicable
17. Information with Respect to Companies
other than S-3 or S-2 Companies ..................... Not Applicable
18. Information if Proxies, Consents or
Authorizations are to be Solicited .................. Not Applicable
19. Information if Proxies, Consents or
Authorizations are not to be Solicited or
in an Exchange Offer................................. Incorporation of Certain Information by Reference
</TABLE>
ii
<PAGE> 4
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Security and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED MAY 14, 1996
PROSPECTUS
QUARTERDECK CORPORATION
COMMON STOCK
($.001 PAR VALUE)
4,000,000 SHARES
This Prospectus relates to 4,000,000 shares of common stock, par value
$.001 per share (the "Common Stock"), of Quarterdeck Corporation ("Quarterdeck"
or the "Company"), that may be issued from time to time in connection with
future business combinations, acquisitions and mergers. In general, the terms of
such combinations, acquisitions and mergers will be determined by direct
negotiations between representatives of the Company and the owners or principal
executives of the companies or other entities to be so combined, acquired or
merged or the assets of which are to be acquired, and the factors taken into
account will include, among other things, the established quality of management,
earning power, cash flow, growth potential, facilities and locations of the
companies or other entities to be acquired or merged, and the market value of
the Common Stock.
The Common Stock is listed on Nasdaq under the symbol "QDEK." The last
reported sales price per share of the Common Stock, as quoted on Nasdaq on May
13, 1996 was $14-7/16 per share.
See "Risk Factors" on pages 3 to 9 for certain considerations relevant
to an investment in the Common Stock.
-----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------
The date of this Prospectus is , 1996
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AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-4 (the
"Registration Statement"), File No. 333- , with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Shares covered by this
Prospectus. This Prospectus omits certain information and exhibits included in
the Registration Statement, copies of which may be obtained upon payment of a
fee prescribed by the Commission or may be examined free of charge at the
principal office of the Commission in Washington, D.C.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information filed with
the Commission by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission located at
500 West Madison Street, Room 1400, Chicago, Illinois 60606 and at the Jacob K.
Javits Federal Building, 75 Park Place, New York, New York 10278. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are by
this reference incorporated in and made a part of this Prospectus: (i) the
Annual Report on Form 10-K for the fiscal year ended September 30, 1995, File
No. 0-19207; (ii) the Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995, File No. 0-19207; (iii) the Registration Statement on Form
8-A filed April 26, 1991; (iv) the Current Reports on Form 8-K dated December
29, 1995 and March 28, 1996, and (v) all documents filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the filing of a post-effective amendment which indicates
that all Securities offered hereby have been sold or which deregisters all
Securities then remaining unsold. 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 such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. Copies of all documents that are
incorporated herein by reference (not including the exhibits to such documents,
unless such exhibits are specifically incorporated by reference into such
documents or into this Prospectus) will be provided without charge to each
person, including any beneficial owner, to whom this Prospectus is delivered,
upon a written or oral request to Quarterdeck Corporation, Attention: Corporate
Secretary, 13160 Mindanao Way, Third Floor, Marina del Rey, California 90292,
telephone number (310) 309-3700.
THE COMPANY
The Company develops, markets and supports computer software products
in four strategic business areas: utilities, telecommunications and
collaborative computing, Internet applications and
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Internet services. The Company's utility products enhance the performance of
personal computers running Microsoft Windows 3.x, Windows 95, Windows NT and DOS
software. The Company's telecommunications and collaborative computing products
are designed to target telecommuting and direct communication over the Internet
as well as over private distributed data networks ("Intranets"). The Company has
introduced a line of Internet applications designed to offer businesses and
individuals dependable, easy-to-use products, and provide the Company's diverse
customer base with the key capabilities required to tap into the potential of
the rapidly growing World Wide Web and the Internet. The newly created Internet
Services unit is dedicated to providing products and services to the increasing
number of small and medium-sized businesses interested in conducting commerce on
the Internet. Its focus is currently on search services, based in part on the
WebCompass technology, content-related services, and the creation of an
electronic marketplace for small businesses.
The Company was incorporated in California in 1982 as Quarterdeck
Office Systems. In June 1991, the Company changed its state of incorporation
from California to Delaware and in February 1995 changed its name to Quarterdeck
Corporation.
The principal offices of the Company are located at 13160 Mindanao Way,
Third Floor, Marina del Rey, California 90292, telephone number (310) 309-3700.
RISK FACTORS
The Securities offered hereby are speculative in nature and involve a
high degree of risk. In addition to the other information included elsewhere in
this Prospectus, the following factors should be considered carefully in
evaluating an investment in the Securities offered by this Prospectus.
DEPENDENCE ON NEW PRODUCTS AND ADAPTATION TO TECHNOLOGICAL CHANGE
The computer software industry is subject to rapid technological change
often evidenced by new competing products and improvements in existing products.
The Company depends on the successful development of new products, including
upgrades of existing products, to replace revenues from products introduced in
prior years that have begun to experience reduced revenues. If the Company's
leading products become outdated and lose market share or if new products or
existing product upgrades are not introduced when planned or do not achieve the
revenues anticipated by the Company, the Company's operating results could be
materially adversely affected. Even with normal development cycles, the market
environment can change so quickly that features in certain products can become
outdated soon after market introduction. These events may occur in the future
and may have an adverse effect on future revenues and operating results.
Many of the Company's existing products supplement and enhance Windows
3.x and the DOS operating system by providing multitasking and memory management
capabilities. Microsoft Windows 95, which was released in August 1995,
integrates a 32-bit version of Windows with DOS. As application programs and
device drivers are developed to take advantage of this 32-bit operating
environment, they are expected to lack certain of the memory limitations
inherent in current versions of DOS and Windows and in DOS-based applications.
With the introduction of Windows 95, the software market is
experiencing a shift to this new platform. The Company is focusing its
development efforts on Windows 95 and Windows NT, while continuing to support
Windows 3.x and DOS platforms. In September 1995, the Company released several
new utility products for Windows 95, including memory compression (MagnaRAM),
diagnostics
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(WINProbe) and disk management (CleanSweep). QEMM, the Company's leading memory
management product, has been upgraded to version 8; QEMM 8 enhancements include
new memory solutions and reporting utilities for Windows 3.x and Windows 95, as
well as continued support for DOS systems. It is the Company's expectation that
memory management products will continue to be needed on Windows 95, but that
memory management has experienced a shift from 16-bit DOS device driver
management (older versions of QEMM) to complex solutions such as memory
compression and better use of virtual memory (QEMM 8).
The Company is devoting substantial efforts to the development of
software products that are designed to operate on Microsoft's Windows 95 and
Windows NT. Should the Company not be able to continue to develop products
successfully and timely that function under Windows 95 and Windows NT, and offer
perceived value to Windows 95 and Windows NT users, future revenues would be
adversely affected. There can be no assurance that QEMM 8 or the Company's other
utility products for Windows 95 and Windows NT will be commercially successful.
The Company is also focusing significant efforts on products for the
telecommunications and collaborative computing and Internet markets and expects
that a significant portion of future revenues will come from these products. The
revenues from such new products may be less than the Company anticipates due to
various factors including the timing of release in relation to competitive
products, and uncertainties surrounding the rate and extent of development of
these new and emerging markets. The Company's Internet-related products are
dependent upon the viability and continued growth of the Internet, and its
expanded use by businesses and individuals for networking and communications.
COMPETITION
The personal computer market is intensely competitive, subject to
strategic alliances of hardware and software companies and characterized by
rapid changes in technology and frequent introductions of new products and
features. The Company's competitors include developers of operating systems,
applications and utility software vendors and personal computer manufacturers
that develop their own software products. The Company's current revenues and
profitability are dependent on the viability of the Microsoft Windows and DOS
operating systems and, with respect to the Company's Internet and
telecommunications and collaborative computing products, the continued viability
and growth of the Internet, the World Wide Web as well as the X Window System
market. The Company expects to encounter continued competition both from
established companies and from new companies that are now developing, or may
develop, competing products. Many of the Company's existing and potential
competitors have financial, marketing and technological resources significantly
greater than those of the Company.
The Company's memory management and other utility products compete
directly with the memory management and utility features of Microsoft Windows 95
as well as Microsoft Windows 3.x and DOS, as well as with other third-party
memory management products and other utility software products. The Company's
telecommunications and collaborative computing products compete with other
telecommunications and collaborative computing and other PC X server products
from other third-party software vendors. These competitive products are
frequently bundled with computer hardware as well as with operating system
software.
Future competitive product releases may cause disruptions in orders for
the Company's products while users and the marketplace evaluate the competitive
products. The extent of the disruption in orders and the impact on future orders
of the Company's products will depend on various factors that are not fully
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<PAGE> 8
known at this time, including the level of functionality, performance and
features included in the final release of these competitive products and the
market's evaluation of competitive products compared to the then current
functionality, performance and features of the Company's products.
The Company's Internet-related products compete with Internet access,
creation and server tools from a variety of companies, including Netscape
Communications Corporation and other connectivity, networking and Internet
software application developers, Internet access providers and other on-line
service providers, as well as operating system vendors, including Microsoft and
IBM. The original Mosaic browser developed by the National Center for
Supercomputing Applications is made available to be downloaded in electronic
format for free from the Internet. Certain competitors have also made versions
of their Internet access, creation and server products available on the Internet
for users to download at no charge or for extended evaluation. In addition, the
market for Internet products may be adversely impacted to the extent that
vendors of PC hardware or PC operating systems incorporate Internet tools,
functions or capabilities within their operating systems or PC hardware and
thereby reduce the market for stand-alone Internet products.
The Company is dedicating substantial efforts on products and services
for the telecommunications and collaborative computing and Internet markets and
expects that a significant portion of future revenues will come from these
products and services. The revenues from such new products and services may be
less than the Company anticipates due to various factors including the timing of
release in relation to competitive products and services, and uncertainties
surrounding the rate and extent of development of these new and emerging
markets. The Company's Internet-related products and services are dependent upon
the viability and continued growth of the Internet, and its expanded use by
businesses and individuals for networking and communications.
The Company anticipates that the type and level of competition
experienced to date will continue and may increase and that future sales of its
products will be dependent upon the Company's ability to timely and successfully
develop or acquire new products or enhanced versions of its existing products
for Windows 95 and Windows NT, Apple Macintosh and/or other operating systems
that may gain market acceptance, and to demonstrate to the user a need for the
Company's products while developers of operating systems and competitive
software products continue to enhance their products. To the extent that
operating system enhancements, competitive products or bundling of competitive
products with operating systems or computer hardware reduce the number of users
who perceive a benefit from the Company's products, sales of the Company's
products in the future would be adversely impacted.
FLUCTUATIONS IN OPERATING RESULTS AND STOCK PRICE
The Company's future operating results and stock price could be subject
to significant fluctuations and volatility. The Company's revenues and quarterly
operating results may experience significant fluctuations and be unpredictable
as the result of a number of factors including, among others, introduction of
new or enhanced products by the Company or its competitors, rapid technological
changes in the Company's markets, seasonality of revenues, changes in operating
expenses and general economic conditions. The Company's pattern of revenues and
earnings may also be affected by the phenomenon known as "channel fill." Channel
fill occurs following the introduction of a new product or a new version of a
product as distributors buy significant quantities of the new product or version
in anticipation of sales of such product or version. Following such purchases,
the rate of distributors' purchases often declines, depending on the rates of
purchases by end users or "sell-through." The phenomenon of "channel fill" may
also occur in anticipation of price increases or in response to sales promotions
or incentives, some of which may be designed to encourage customers to
accelerate purchases that might otherwise occur in later
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periods. Channels may also become filled simply because the distributors are
unable to, or do not, sell their inventories to retail distribution or end users
as anticipated. If sell-through does not occur at a sufficient rate,
distributors will delay purchases or cancel orders in later periods or return
prior purchases in order to reduce their inventories. In addition, between the
date the Company announces a new version or new product and the date of release,
distributors, dealers and end users often delay purchases, cancel orders or
return products in anticipation of the availability of the new version of the
product. Such order delays or cancellations can cause material fluctuations in
revenues from one quarter to the next. Net revenues may be materially affected
favorably or adversely by these effects.
The Company's net revenues and net income (loss) have fluctuated
significantly from year to year since the Company's initial public offering in
June 1991. Due to the inherent uncertainties in software development and in the
microcomputer software industry, operating results for any period are not
necessarily indicative of results to be expected in future periods.
The Company also has experienced wide fluctuations in its stock price
and may be subject to significant fluctuations in the future over a short period
of time. The trading price of the Common Stock increased from approximately
$3.00 in January 1995 to a high of approximately $39.00 in December 1995 to a
low of approximately $12.00 in April 1996. Fluctuations may be due to factors
specific to the Company, to changes in analysts' estimates, or to factors
affecting the computer industry or the securities markets in general. In
addition, any decrease in revenues or quarterly results, or failure to meet
market expectations, could have an immediate and significant adverse effect on
the trading price of the Common Stock in any given period.
MANAGEMENT OF ACQUISITIONS AND GROWTH
Since June 1995, the Company has consummated acquisitions of six
companies and of the intellectual property assets of a seventh company. The
Company's business plan includes additional acquisitions in the future. While
these acquisitions have broadened the Company's product portfolio and sales
distribution channels, the acquisitions have resulted in the Company's competing
with companies and in markets where it has not previously competed. As a result,
there is uncertainty regarding customer acceptance of the combined products.
There can be no assurance that the Company will be successful in realizing
benefits from a broadened product portfolio and sales distribution channels. In
addition, the Company's success will depend in part on its ability to integrate
the operations and businesses of the acquired companies, and its ability to
utilize effectively acquired intellectual property.
SUBSTANTIAL DEPENDENCE ON DISTRIBUTION CHANNELS
A substantial portion of the Company's domestic and international sales
are made through a limited number of personal computer hardware and software
distributors which represent the Company on a non-exclusive basis. If the
Company were to lose all or a significant portion of the revenue attributable to
any of its principal distributors, or if its principal distributors were to lose
sales of the Company's products to any of their principal accounts, the loss
could have a material adverse affect on the Company's operating results. In
addition, there has been a trend toward consolidation of distributors of
personal computer hardware and software products. A reduction in the number of
software distributors will increase the Company's dependence upon its major
distributors and could affect their willingness to distribute and promote
products of the Company.
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PRODUCT RETURNS
Like other manufacturers of package software products, the Company is
exposed to the risk of product returns from distributors and reseller customers.
Although the Company believes that it provides adequate allowances for returns,
there can be no assurance that actual returns in excess of recorded allowances
will not result in a material adverse effect on business, operating results and
financial condition.
DEPENDENCE ON AND INTENSE COMPETITION FOR KEY PERSONNEL
Recruitment of personnel in the computer software industry is highly
competitive. The Company's success depends to a significant extent upon the
performance of its executive officers and other key personnel. The loss of the
services of any of these individuals could have a material adverse effect on the
Company. The Company's future success will depend in part upon its continued
ability to attract and retain highly qualified personnel. There can be no
assurance that the Company will be successful in attracting and retaining such
personnel.
PATENTS AND PROPRIETARY INFORMATION
The Company relies on a combination of trade secret, patent, copyright
and trademark laws, and license agreements to protect its rights to its
products. The Company holds two United States patents relating to memory
management, one of which expires in 2010 and the other of which expires in 2011.
The Company believes that its software products are proprietary and protects
them with copyrights, trade secrets and non-disclosure agreements. The Company
provides its products to end users under a non-exclusive, non-transferable
license. Under the Company's current form of software license agreement,
software is to be used solely for internal operations on designated computers at
specified sites. The ability of software companies to enforce such licenses has
not been finally determined and there can be no assurance that misappropriation
will not occur. The Company's trademark and service mark rights include rights
associated with its use of its trademarks and servicemarks, and rights obtained
by registrations of its trademarks and servicemarks ("marks"). The Company has
applied for or obtained United States trademark registrations for certain marks
and has applied for or obtained registrations in various international
jurisdictions. The use and registration rights of the Company for its marks do
not assure that the Company has superior rights to others that may have
registered or used identical or related marks on related goods or services, nor
that such registrations or uses will not be used to attempt to foreclose use of
a particular mark by the Company.
The extent to which U.S. and foreign copyright and patent laws protect
software as well as the enforceability of end-user licensing agreements has not
been fully determined. In addition, changes in the interpretation of copyright
and patent laws could expand or reduce the extent to which the Company or its
competitors are able to protect their software and related intellectual
property.
Because the computer industry is characterized by technological
changes, the policing of the unauthorized use of computer software is a
difficult task. Software piracy is expected to continue to be a persistent
problem for the packaged software industry. Despite steps taken by the Company
to protect its software products, third parties still make unauthorized copies
of the Company's products for their own use or for sale to others. These
concerns are particularly acute in certain international markets. The Company
believes that the knowledge, abilities and experience of its employees, its
timely product enhancements and upgrades and the availability and quality of its
support services provided to users are more significant factors in protecting
its software products than patent, trade secret and copyright protection laws.
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GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES
There are currently few laws or regulations directly applicable to
access to or commerce on the Internet. However, due to the increasing popularity
and use of the Internet, it is possible that a number of laws and regulations
may be adopted with respect to the Internet. Such laws and regulations may cover
issues such as user privacy, pricing and characteristics and quality of products
and services. The Telecommunications Act of 1996 (the "1996 Act"), which was
recently enacted and the judicial interpretation of which is uncertain, imposes
criminal penalties for transmission of or allowing access to certain obscene
communications over the Internet and other computer services and contains
additional provisions intended to protect minors. In addition, America's
Carriers Telecommunication Association ("ACTA") recently filed a Petition for
Declaratory Ruling Special Relief, and Institution of Rulemaking (the "ACTA
Petition") before the Federal Communications Commission ("FCC"), arguing that
the FCC has authority to regulate the Internet and, as such, should regulate, as
the telecommunications carriers, providers of computer software products (such
as the Company) which enable voice transmission over the Internet. The ACTA
Petition requests the FCC to declare its authority over interstate and
international telecommunications services using the Internet, to order providers
of the aforementioned software to cease the sale of such software pending a
rulemaking, and to institute a rulemaking body to govern the use of the Internet
as a means for providing telecommunications services. The enactment of the 1996
Act, and of any similar laws or regulations in the future, may decrease the
growth or use of the Internet, which could in turn decrease the demand for the
Company's services and products and increase the Company's cost of doing
business or otherwise have an adverse effect on the Company's business,
operating results and financial condition.
INTERNATIONAL OPERATIONS
The Company has operations in various foreign locations. International
operations are subject to certain risks common to international activities, such
as changes in foreign governmental regulations, tariffs and taxes, export
license requirements, the imposition of trade barriers, difficulties in staffing
and managing foreign operations, and political and economic instability.
The Company conducts business in various foreign currencies and is
therefore subject to the transaction exposures that arise from foreign exchange
rate movements between the dates that foreign currency transactions are recorded
and the date that they are consummated. The Company is also subject to certain
exposures arising from the translation and consolidation of the financial
results of its foreign subsidiaries. The Company utilizes operational hedging to
the extent possible to mitigate the Company's transaction exposures. The Company
has also hedged residual transaction exposures through the use of forward
foreign exchange contracts. However, there can be no assurance that actions
taken to manage such exposure will be successful or that future changes in
currency exchange rates will not have a material impact on the Company's future
operating results. The Company does not hedge either its translation risk or its
economic risk.
INTENTION REGARDING PAYMENT OF COMMON STOCK DIVIDENDS
The Company currently retains all of its earnings for use in the
expansion and operation of its business, and does not anticipate paying any cash
dividends in the foreseeable future. There can be no assurance that the Company
will pay cash dividends at any time, or that the failure to pay dividends for a
period of time will not adversely affect the market price of the Common Stock.
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DILUTION
The Company has made, and anticipates that it may make in the future,
acquisitions using shares of the Common Stock. An acquisition using shares of
the Common Stock would have the effect of reducing the percentage ownership of
the Company by each pre-acquisition stockholder.
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SELECTED FINANCIAL INFORMATION
The following selected consolidated financial data are derived from the
Company's consolidated financial statements. Historical results should not be
taken as necessarily indicative of the results that may be expected for any
future period. This consolidated data should be read in conjunction with the
consolidated financial statements and notes thereto. Certain items in the prior
years' consolidated financial statements have been reclassified to conform to
the 1995 presentation. During fiscal 1995, Quarterdeck acquired Landmark
Research International ("Landmark"), Internetware, Inc. and a related party
(together, "Internetware") and StarNine Technologies, Inc. ("StarNine") in
transactions accounted for as poolings of interests. All financial information
subsequent to October 1, 1992 has been restated to reflect the combined
operations of Landmark and Quarterdeck. StarNine and Internetware had results
of operations that were not material to Quarterdeck's consolidated financial
statements and therefore, periods prior to October 1, 1994 were not restated.
All amounts shows are in thousands, except per share data.
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
STATEMENTS OF OPERATIONS DATA:
<S> <C> <C> <C> <C> <C>
Net revenues .......................... $ 70,713 $ 38,291 $ 52,470 $ 59,397 $ 47,995
Cost of revenues ...................... 17,088 15,356 15,990 12,925 7,705
-------- -------- -------- -------- --------
Gross margin ....................... 53,625 22,935 36,480 46,472 40,290
Operating expenses:
Research and development ........... 8,503 4,072 1,753 548 102
Sales and marketing ................ 23,818 21,656 23,490 24,307 12,818
General and administrative ......... 10,881 9,472 10,278 8,708 8,227
Acquisition, restructuring and
other charges .................... 7,409 12,863 -- -- --
Litigation settlement .............. -- 615 -- -- --
-------- -------- -------- -------- --------
Total operating expenses ........... 50,611 48,678 35,521 33,563 21,147
Operating income (loss) ............... 3,014 (25,743) 959 12,909 19,143
Interest income, net .................. 1,327 823 919 1,335 870
-------- -------- -------- -------- --------
Income (loss) before income taxes ..... 4,341 (24,920) 1,878 14,244 20,013
Provision (benefit) for income taxes... 213 (5,982) 637 4,796 7,995
-------- -------- -------- -------- --------
Net income (loss) ..................... $ 4,128 ($18,938) $ 1,241 $ 9,448 $ 12,018
======== ======== ======== ======== ========
Net income (loss) per share:
Primary ............................ $ 0.16 ($ 0.82) $ 0.05 $ 0.40 $ 0.63
======== ======== ======== ======== ========
Fully diluted ...................... $ 0.15 ($ 0.82) $ 0.05 $ 0.40 $ 0.63
======== ======== ======== ======== ========
Shares used to compute net income
(loss) per share:
Primary ............................ 25,929 23,139 23,696 23,736 19,094
======== ======== ======== ======== ========
Fully diluted ...................... 26,870 23,139 23,696 23,736 19,094
======== ======== ======== ======== ========
Additional unaudited pro forma data:
Income (loss) before taxes ......... $ 4,341 ($24,920) $ 1,878 $ 14,244 $ 20,013
Pro forma income tax expense
(benefit) ........................ 918 (5,109) 718 4,845 7,995
-------- -------- -------- -------- --------
Pro forma net income (loss) ........ $ 3,423 ($19,811) $ 1,160 $ 9,399 $ 12,018
======== ======== ======== ======== ========
Pro forma income (loss) per share:
Primary ............................ $ 0.13 ($ 0.86) ($ 0.05) $ 0.40 $ 0.63
-------- -------- -------- -------- --------
Fully diluted ...................... $ 0.13 ($ 0.86) ($ 0.05) $ 0.40 $ 0.63
======== ======== ======== ======== ========
</TABLE>
10
<PAGE> 14
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30,
-------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
BALANCE SHEET DATA:
<S> <C> <C> <C> <C> <C>
Working capital.................... $23,919 $24,642 $36,415 $38,077 $30,928
Total assets....................... 55,652 43,890 55,798 55,525 45,312
Long-term obligations 143 551 34 101 66
Stockholders' equity 35,273 29,521 48,994 48,415 37,746
</TABLE>
11
<PAGE> 15
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock trades on the Nasdaq National Market, under the symbol
QDEK. The following table sets forth, for the periods indicated, the high and
low closing sales prices of the Common Stock on the Nasdaq National Market as
reported by the National Association of Securities Dealers, Inc.
<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C>
Fiscal 1994:
First Quarter ...................... $ 2-9/16 $ 2
Second Quarter ..................... 3-5/8 2-1/8
Third Quarter ...................... 4 2-1/8
Fourth Quarter ..................... 2-11/16 2-1/8
Fiscal 1995:
First Quarter ...................... $ 3-1/4 $ 1-7/8
Second Quarter ..................... 4-7/16 2-7/8
Third Quarter ...................... 12-1/2 3-5/8
Fourth Quarter ..................... 21-7/16 10-3/8
Fiscal 1996:
First Quarter ...................... $27-7/8 $ 11-5/8
Second Quarter ..................... 17-3/8 12-3/8
Third Quarter (through May 13, 1996) 16-1/4 12-7/8
</TABLE>
As of April 30, 1996, the Company had 31,502,220 shares
outstanding, and approximately 500 shareholders of record.
The Company has not paid dividends to holders of its Common Stock
during the periods indicated above. The Company intends to retain earnings for
use in its businesses and therefore does not anticipate paying any cash
dividends in the foreseeable future.
12
<PAGE> 16
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue two classes of shares, common stock
and preferred stock. As of May 10, 1996, there were approximately 500
stockholders of record of the Company Common Stock.
COMMON STOCK
The number of shares of Common Stock authorized by the Company's
Certificate of Incorporation is 50,000,000, $.001 par value. At April 30, 1996,
the Company had issued and outstanding 31,502,220 shares of Common Stock.
All issued and outstanding shares of Common Stock are, and the shares of Common
issuable hereunder will be, validly issued, fully paid and non-assessable.
The holders of Common Stock are entitled to one vote for each share
held of record on each matter submitted to a vote of stockholders. Subject to
the preferences applicable to any shares of preferred stock outstanding at the
time, holders of Common Stock are entitled to receive ratably such dividends as
may be declared by the Company's Board of Directors (the "Quarterdeck Board")
out of funds legally available therefor and, in the event of the liquidation,
dissolution or winding up of the Company, are entitled to share ratably in all
assets remaining after payment of liabilities and the liquidation preference, if
any, of any outstanding shares of preferred stock. Holders of Common Stock have
no preemptive rights and have no rights to convert their Common Stock into any
other securities and there are no redemption provisions with respect to such
shares.
PREFERRED STOCK
The number of shares of preferred stock authorized by the Company's
Certificate of Incorporation is 2,000,000, at $.001 par value. Of such shares,
225,000 have been designated as Series A Junior Participating Preferred Stock
(the "Series A Preferred"). The Series A Preferred was designated pursuant to
the adoption of the Rights Plan adopted by the Company in August 1992. See
"Shareholder Rights Plan." The Quarterdeck Board is authorized, without further
action by the stockholders, to issue, from time to time, additional series of
preferred stock, $.001 par value per share, in one or more series, to fix the
designations, preferences and relative, participating, optional or other special
rights and qualifications or restrictions of the shares of each series and to
determine the voting powers, if any, of such shares. The Quarterdeck Board,
without further stockholder approval, can thus issue preferred stock with voting
and conversion rights that would adversely affect the voting power and other
rights of the holders of Common Stock. The issuance of preferred stock could
decrease the amount of earnings and assets available for distribution to holders
of Common Stock. In addition, the Quarterdeck Board is authorized to issue and
sell shares of preferred stock to designated persons the impact of which could
make it more difficult for a holder of a substantial block of Common Stock to
remove incumbent directors or otherwise gain control of the Company.
As of the date of this Prospectus, there are no shares of Series A
Preferred or any other shares of preferred stock of the Company outstanding.
SHAREHOLDER RIGHTS PLAN
On August 11, 1992, the Company adopted the Rights Plan, pursuant to
which the Quarterdeck Board declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of Common Stock to holders of
record as of August 31, 1992. All Common Stock issued thereafter also
13
<PAGE> 17
includes a Right. Each Right entitles the holder to purchase from the Company
one one-hundredth (1/100) of a share of Series A Preferred at a price of $35.00
per one one-hundredth of a share of Series A Preferred, subject to adjustment
(the "Purchase Price"). Pursuant to the Rights Plan, in the event of a public
announcement that a person or group of affiliated or associated persons (a
"Person") has acquired beneficial ownership of 15% or more of the outstanding
Common Stock (such Person, a "15% Shareholder") or a tender offer or exchange
offer is announced or commenced, except pursuant to a Permitted Offer (as
defined below), the consummation of which would cause any Person to become a 15%
Shareholder, each holder of a Right (other than such 15% Shareholder) will have
the right to receive upon exercise, on and after the close of business on the
tenth business day following the first to occur of such events (unless in the
case of a tender offer or exchange offer described above, prior to the time such
Person becomes a 15% Shareholder, the Quarterdeck Board sets a later date) (the
"Distribution Date"), Common Stock (or, in certain circumstances, cash, property
or other securities of the Company) having a market value (immediately prior to
such triggering event) equal to two times the Purchase Price. In the event that
any Person becomes a 15% Shareholder, all rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by
such 15% Shareholder, or any affiliate or associate thereof, will be null and
void. The Rights Plan further provides that if, on or after the date that a
Person becomes a 15% Shareholder, the Company is acquired in a merger or other
business combination transaction (other than a merger which follows a Permitted
Offer) or 50% or more of its assets or earning power are sold, each holder of a
Right (other than a 15% Shareholder) will have the right to receive, upon
exercise, common stock of the acquiring company having a market value of two
times the Purchase Price. The Purchase Price payable, and the number shares of
Series A Preferred or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time in order to prevent
dilution.
A tender or exchange offer for all outstanding shares of Common Stock
at a price and/or on terms determined by the Quarterdeck Board, prior to the
purchase, to be adequate and in the best interests of the Company and its
stockholders (other than the acquiring person) is a Permitted Offer under the
Rights Plan. A Permitted Offer does not trigger the exercisability of the
Rights.
The Rights will expire on August 10, 2002, unless earlier redeemed or
exchanged, or unless the expiration date is extended. Prior to expiration, the
Rights may be redeemed by the Company, in whole, but not in part, under certain
circumstances (including after a Person has become a 15% Shareholder. provided
that certain conditions are satisfied) at a price of $.01 per Right. The terms
of the Rights may be amended under certain circumstances.
At any time after any Person becomes a 15% Shareholder and prior to the
first date thereafter upon which such 15% Shareholder becomes the beneficial
owner of 50% or more of the outstanding Common Stock, Quarterdeck may exchange
all or part of the then outstanding Rights for Common Stock, at an exchange
ratio of one share of Common Stock or one one-hundredth of a share of Series A
Preferred (or a share of a class or series of the Company's preferred stock
having equivalent rights, preferences and privileges) per Right (subject to
adjustment). Until a Right is exercised, the holder thereof has no rights as a
stockholder of the Company solely by virtue of the ownership of such Right.
Upon the close of business on a Distribution Date, the Rights will be
traded independently of the Common Stock, and each Right, except those held by
the 15% Shareholder (which will be void), will entitle the holder thereof to
acquire, upon payment of the exercise price, a fraction of a share of Series A
Preferred of the Company. The shares of Series A Preferred purchasable upon
exercise of the Rights will not be redeemable. Each share of Series A Preferred
will be entitled to a minimum preferential quarterly dividend payment of $l per
share but will be entitled to an aggregate dividend of 100 times the dividend
declared per
14
<PAGE> 18
share of Common Stock. In the event of liquidation, the holders of
shares of Series A Preferred will be entitled to a minimum preferential
liquidation payment of $100 per share but will be entitled to an aggregate
payment of 100 times the payment made per share of Common Stock. Each share of
Series A Preferred will have 100 votes, voting together with the Common Stock.
Finally, in the event of any merger, consolidation or other transaction in which
shares of Common Stock are exchanged, each share of Series A Preferred will be
entitled to receive 100 times the amount received per share of Common Stock.
These rights are protected by customary antidilution provisions. Because of the
nature of the Series A Preferred's dividend, liquidation and voting right, the
value of one-hundredth interest in a Series A Preferred share purchasable upon
exercise of each Right should approximate the value of one share of Common
Stock.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to the person or group that attempts to acquire the Company
unless the offer is conditioned on a substantial number of Rights being
acquired. The Rights, however, should not affect any prospective offerer willing
to make an offer at an equitable price and that is otherwise in the best
interests of the Company and its stockholders, as determined by the Quarterdeck
Board. The Rights should not interfere with any merger or other business
combination approved by the Quarterdeck Board, since the Board of Directors may
redeem the rights at a price of $.01 per Right under certain circumstances.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.
SECURITIES COVERED BY THIS PROSPECTUS
The shares of the Common Stock covered by this Prospectus consist of
4,000,000 shares (the "Shares") which may be issued or delivered from time to
time in connection with future business combinations, mergers and/or
acquisitions. The consideration for such combinations, acquisitions and mergers
may consist of cash, assumption of liabilities, evidences of debt, Common Stock
or a combination thereof. In general, the terms of such combinations,
acquisitions and mergers will be determined by direct negotiations between
representatives of the Company and the owners or principal executives of the
companies or other entities to be so combined, acquired or merged or the assets
of which are to be acquired, and the factors taken into account will include,
among other things, the established quality of management, earning power, cash
flow, growth potential, facilities and locations of the companies or other
entities to be acquired or merged, and the market value of the Common Stock. It
is anticipated that the shares of the Common Stock issued or delivered in
connection therewith will be valued at a price reasonably related to the market
value of the Common Stock either at the time the terms of the combination,
acquisition or merger are tentatively agreed upon, or at or about the time or
times such shares are issued or delivered.
Persons who directly or indirectly control, are controlled by, or are
under common control with, companies or other entities which are acquired by or
merged or combined with the Company may be deemed to be engaged in a
distribution of securities, and therefore underwriters of securities within the
meaning of Section 2(11) of the Securities Act, if such persons offer or sell
any shares of the Common Stock covered by this Prospectus other than in
accordance with the provisions of paragraph (d) of Rule 145 under the Securities
Act or pursuant to an effective registration statement. Rule 145(d) provides
that such persons will not be deemed to be underwriters if (a) among other
things, (i) the Company has complied with certain reporting requirements of the
Exchange Act, (ii) the amounts of such shares sold fall within certain volume
limitations, (iii) such shares are sold only in brokers' transactions within the
meaning of Section 4(4) of the Securities Act or in a manner otherwise permitted
by Rule 144 under the Securities Act, (iv)
15
<PAGE> 19
such persons do not solicit or arrange for the solicitation of orders to buy
such shares in anticipation of or in connection with the sale thereof, and (v)
such persons do not make any payments in connection with the offer or sale
thereof to any persons other than the brokers executing the orders to sell such
shares; (b) such persons are not affiliates of the Company and have been the
beneficial owners of the Common Stock for at least two years, and the Company
has complied with certain reporting requirements of the Exchange Act; or (c)
such persons are not, and have not been for at least three months, affiliates of
the Company and have been the beneficial owners of the Common Stock for at least
three years.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Gibson, Dunn & Crutcher LLP, Los Angeles,
California.
EXPERTS
The consolidated financial statements of Quarterdeck Corporation as of
September 30, 1995 and 1994, and for each of the years in the three-year period
ended September 30, 1995, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
16
<PAGE> 20
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING HEREIN CONTAINED AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON HAS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE PURCHASERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.
-------------------------
TABLE OF CONTENTS
Page
Available Information ................................................... 2
Incorporation of Certain Information by
Reference ........................................................... 2
The Company ............................................................. 2
Risk Factors ............................................................ 3
Selected Financial Information .......................................... 10
Price Range of Common Stock and
Dividends ........................................................... 12
Description of Capital Stock ............................................ 13
Securities Covered by this Prospectus ................................... 15
Legal Opinion ........................................................... 16
Experts ................................................................. 16
4,000,000 SHARES
QUARTERDECK CORPORATION
COMMON STOCK
($.001 PAR VALUE)
--------------------------
PROSPECTUS
--------------------------
, 1996
================================================================================
<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 145 of the Delaware General Corporation Law,
the Bylaws of the Company provide: (i) the Registrant is required to indemnify
its directors and officers and may indemnify its other employees and agents, and
persons serving in such capacities in other business enterprises (including, for
example, subsidiaries of the Registrant) at the Registrant's request, to the
fullest extent permitted by Delaware law, including those circumstances in which
indemnification would otherwise be discretionary; (ii) the Registrant is
required to advance expenses, as incurred, to such directors and officers and
may advance expenses to such other employees and agents in connection with
defending a proceeding (except that it is not required to advance expenses to a
person against whom the Registrant brings a claim for breach of the duty of
loyalty, failure to acting in good faith, intentional misconduct, knowing
violation of law or deriving an improper personal benefit); (iii) the rights
conferred in the Bylaws are not exclusive and the Registrant is authorized to
enter into indemnification agreements with such directors, officers, employees
and agents; (iv) the Registrant may maintain director and officer liability
insurance to extent reasonably available; and (v) the Registrant may not
retroactively amend the Bylaw provisions in a way that is adverse to such
directors, officers, employees and agents. The Registrant has also entered into
an agreement with its directors and certain of its officers indemnifying them to
the fullest extent permitted by the foregoing. These indemnification provisions,
and the Indemnification Agreements entered into between the Registrant and its
directors and certain of its officers, may be sufficiently broad to permit
indemnification of the Registrants' officers and directors for liabilities
arising under the Securities Act of 1933, as amended.
The Company's 1990 Stock Plan, as amended, provides for indemnification
by the Company of any committee member, officer or director administering or
interpreting such plan for actions not undertaken in bad faith or fraud.
ITEM 21. EXHIBITS
4.1 - Rights Agreement, dated as of August 11, 1992, between the
Company and Bank of America NT&SA (Incorporated herein by
reference to the Company's Form 8-K dated August 11, 1992).
5.1 - Opinion of Gibson, Dunn & LLP regarding the legality of
issuance of Common Stock.*
23.1 - Consent of Gibson, Dunn & Crutcher LLP is contained in its
opinion filed as Exhibit 5.1.*
23.2 - Consent of KPMG Peat Marwick.
24.1 - Power of Attorney (included at page II-4).
- ------------------
*To be filed by amendment.
II-1
<PAGE> 22
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933, as amended
(the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of 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
(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.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or
II-2
<PAGE> 23
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 as been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-3
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on this 13th day of May, 1996.
QUARTERDECK CORPORATION
By: /s/
-------------------------------------
Gaston Bastiaens
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gaston Bastiaens and Frank R. Greico, and
each of them, as 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 any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he or she might or could do
in person, lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ President and Chief Executive May 13, 1996
- ---------------------------------------- Officer (Principal Executive
Gaston Bastiaens Officer)
/s/ Senior Vice President and May 13, 1996
- ---------------------------------------- Chief Financial Officer
Frank R. Greico (Principal Financial and
Accounting Officer)
/s/ Chairman of the Board May 13, 1996
- ----------------------------------------
Frank W.T. LaHaye
/s/ Director May 13, 1996
- ----------------------------------------
King R. Lee
/s/ Director May 13, 1996
- ----------------------------------------
Howard L. Morgan
</TABLE>
II-4
<PAGE> 25
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT Sequentially
NUMBER Description Numbered Pages
------ ----------- --------------
<S> <C> <C>
5.1 Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit
5.1).*
23.2 Consent of KPMG Peat Marwick LLP, independent auditors.
24.1 Power of Attorney (included at page II-3).*
</TABLE>
- ------------------
* To be filed by amendment.
II-5
<PAGE> 1
EXHIBIT 23.2
[PEAT MARWICK LLP LETTERHEAD]
The Board of Directors
Quarterdeck Corporation:
We consent to the incorporation by reference in the Registration
Statement on Form S-4 of Quarterdeck Corporation of our report dated November
8, 1995, with respect to the consolidated balance sheets of Quarterdeck
Corporation and subsidiaries as of September 30, 1995 and 1994, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended September 30, 1995, which
report appears in the September 30, 1995 Annual Report on Form 10-K of
Quarterdeck Corporation.
We also consent to the reference to our firm under the heading
"Experts" in the Prospectus.
KPMG PEAT MARWICK LLP
Los Angeles,California
May 10, 1996
