<PAGE> 1
As filed with the Securities and Exchange Commission on July 3, 1996
Registration No. 333-04606
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________________________
QUARTERDECK CORPORATION
(Exact name of registrant as
specified in its charter)
DELAWARE 95-4320650
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
__________________________________
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:
DHIYA EL-SADEN, 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 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 from 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(1)
<TABLE>
<CAPTION>
==============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED UNIT(2) PRICE(2) FEE(3)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.001 par
value) . . . . . . . . . . 64,315 shares $8.00 $514,520 $178.00
==============================================================================================================================
</TABLE>
(1) This Registration Statement also relates to 4,787,355 shares of
Registrant's Common Stock previously registered on Form S-3 (Registration
No. 33-96064) for which filing fees in the aggregate amount of $29,608.83 were
previously paid.
(2) 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 June 27, 1996.
(3) The Registrant previously paid a filing fee of $16,315 in connection
with the registration of 3,397,618 shares of Common Stock.
THE REGISTRATION HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY IT EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
PURSUANT TO RULE 429, THE PROSPECTUS CONTAINED HEREIN ALSO RELATES TO
SHARES OF THE REGISTRANT'S COMMON STOCK PREVIOUSLY REGISTERED ON FORM S-3
(REGISTRATION STATEMENT NO. 33-96064).
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities. In any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any State.
SUBJECT TO COMPLETION, DATED JULY 3, 1996
PROSPECTUS
QUARTERDECK CORPORATION
COMMON STOCK
($.001 PAR VALUE)
8,249,288 SHARES
This Prospectus relates to 8,249,288 shares of Common Stock,
par value $.001 per share ("Common Stock"), of Quarterdeck Corporation, a
Delaware corporation (the "Company"), which may be offered for sale from time
to time by the stockholders of the Company listed herein under "Selling
Stockholders" (the "Selling Stockholders"). The shares of Common Stock offered
hereby (hereinafter, the "Securities") were issued to the Selling Stockholders
in connection with the acquisition by the Company of various businesses and
certain assets. The Company is registering the Securities pursuant to the
terms of certain Registration Rights Agreements (the "Registration Rights
Agreements") between the Company and certain of the Selling Stockholders in
order to provide the holders thereof with freely tradeable securities, but the
registration of the Securities does not necessarily mean that all or any of the
Securities will be sold by the Selling Stockholders.
The Company will not receive any of the proceeds from the sale
of the Securities. The Company will pay all of the expenses associated with
the registration of the Securities, estimated to be approximately $200,000.
The Selling Stockholders will pay the other costs, if any, associated with any
sale of the Securities.
See "Risk Factors" beginning on page 3 for certain
considerations relevant to an investment in the Securities.
The Common Stock is quoted on the Nasdaq National Market under
the symbol "QDEK." On July 2, 1996, the last reported sale price per share of
the Common Stock, as quoted on the Nasdaq National Market, was $9.625.
________________________________
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.
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed Registration Statements on Form S-3 (the
"Registration Statements"), File Nos. 33-96064 and 333-04606, with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), covering the Securities covered by
this Prospectus. This Prospectus omits certain information and exhibits
included in the Registration Statements, 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 Reports on Form 10-Q
for the quarters ended December 31, 1995 and March 31, 1996, 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, March 28, 1996, May 15,
1996, June 13, 1996 and June 27, 1996 and Current Report on Form 8-K/A dated
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.
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.
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THE COMPANY
The Company develops, markets and supports computer software
products in two strategic business areas: utilities and Internet. 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 Internet division focuses on products and services relating to
information management, communications/collaboration and web-enabling
solutions.
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 (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).
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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 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.
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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
net revenues and net income (loss) have fluctuated significantly from year to
year since the Company's initial public offering in June 1991. 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 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.
On June 13, 1996, the Company announced that it expects to
report sharply lower sales and a substantial operating loss for the fiscal
quarter ending June 30, 1996, primarily as a result of a significant decline in
sell through levels for its memory management products. 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 $9.00 in June 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.
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MANAGEMENT OF ACQUISITIONS AND GROWTH
Since June 1995, the Company has consummated several
acquisitions of six companies and of the intellectual property assets. 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.
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 key 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
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<PAGE> 8
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.
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 committed 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 has from time
to time taken limited actions to attempt to mitigate the Company's foreign
transaction exposure. 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.
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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.
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.
SELLING STOCKHOLDERS
Except for the stockholders specified below, the Selling
Stockholders listed below received their shares of Common Stock in connection
with the Company's acquisition of Landmark Research International Corporation
("Landmark"), Internetware, Inc. ("Internetware"), Mango Systems, Inc.
("Mango"), StarNine Technologies, Inc. ("StarNine"), and Datastorm
Technologies, Inc. ("Datastorm") by way of mergers (the "Mergers") of wholly
owned subsidiaries of the Company with and into Landmark, Internetware, Mango,
StarNine and Datastorm, respectively. Stefan Sharkansky, Ira Sharkansky,
Jonathan Carey and Kari Dubbelman received their shares of Common Stock in
connection with the Company's acquisition of the intellectual property assets
of Prospero. Pinnacle Software, Inc. ("Pinnacle") received its shares in
connection with the Company's acquisition of the intellectual property assets
of Pinnacle.
Future Labs, Inc. ("Future Labs") received 663,768 shares of
Common Stock (the "Future Lab Shares") in connection with the Company's
acquisition of substantially all of the assets of Future Labs. Future Labs
intends to distribute, in one or more transactions, the Future Lab Shares to its
shareholders on a pro rata basis and to dissolve. After such distribution, the
persons listed below as shareholders of Future Labs will be Selling Stockholders
of up to the number of shares of Common Stock set forth opposite their
respective names.
Michael Siewruk transferred 1,038,906 shares of Common Stock
to Siewruk Holdings Limited Partnership and Warren White transferred 990,120
from the Warren R. White Revocable Living Trust to the White Cloud Nine Venture
Limited Partnership. In connection with the settlement of certain litigation
and claims relating to the consummation of the acquisition of Landmark by the
Company, Mr. Siewruk transferred 26,667 shares of Common Stock to Bruce D.
Milne and 13,333 shares of Common Stock to Theodore Feierstein. As part of the
Mergers and pursuant to the terms of the Registration Rights Agreements, the
Company agreed to use its best efforts to register the Common Stock issued to
the Selling Stockholders in connection with the acquisitions for offer or sale
to the public. The registration of the Securities, however, does not
necessarily mean that all or any of the Securities will be sold by the Selling
Stockholders. Except as otherwise noted, the Shares offered represent all
Shares owned by the respective Selling Stockholders.
8
<PAGE> 10
<TABLE>
<CAPTION>
Shares Shares
Selling Stockholder Offered Hereby Selling Stockholder Offered Hereby
------------------- -------------- ------------------- --------------
<S> <C> <C> <C>
W. Bruce Barkelew 1,172,550(1) John Porter(2) 15,387
Thomas R. Smith 1,172,550(1) Randall J. Zach 14,396
White Cloud Nine Venture Theodore Feierstein 13,333
Limited Partnership 990,120 Bruce D. Milne 10,667
Siewruk Holdings Limited Kari Dubbelman 9,179
Partnership 963,906 Clifford A. Collins 8,158
Future Labs, Inc. 663,768 Ruiqing Jiang(2) 5,947
Stephen P. Monaco 254,900(1) Michael G. Stack 5,758
John Chua(2) 238,001 Diane D. Schulz 5,489
Min Zhu(2) 169,573 David R. Thompson 4,606
Christine Hudson 134,983 Michael Haas 3,839
Pinnacle Software, Inc. 198,165 Jay L. Gonzales 3,071
Charles L. Rahm III 129,422 Dave Myers(2) 2,675
Thomas P. Biddulph 123,965 Dan Welbaum(2) 2,377
Narayan Mohanram 117,064 Lucia Reynoso 2,207
Michael P. Siewruk 113,490 Jason Shih(2) 2,152
Saroop Mathur 110,753 Bruce Wilson(2) 2,052
Srinivas Sampath 82,985 Virginia Zielinski 1,919
Charles T. Shotton, Jr. 80,620 Xun Li(2) 1,906
Ravinder P. Singh 78,880 Lawrence L. Urguhart 1,727
Dan E. Ladermann 69,261 Sanford Becker(2) 1,567
Joseph T. Kalash 57,586 Marty Laubner(2) 1,567
Stefan Sharkansky 57,160 Christopher Nicholson(2) 1,567
Saw Teen Tan(2) 41,652 Peter Michael Uehlin 1,535
James Y. Rahm 38,390 Christopher M. Haight 1,151
Ira Sharkansky 33,690 Ruth Mohanram 1,053
Kuni Research 32,074 Scott Steward 1,000
International(2) Peter J. Love 767
Tomo Yamada(2) 29,751 Andrew McLaughlin 767
Gwen B. Carr 28,390 Edward A. Lejarza 767
Stamford Investments(2) 24,055 Regina E. Stoeffler 767
Kathleen Ping(2) 21,898 Walter Haefeker(2) 598
Patricia A. Rahm 19,195 Wan Cheong Lee(2) 598
Lian Fui Pong(2) 18,447 Luke Lee 479
Poh Seng Ng(2) 17,849 Lisa Mann 479
Jonathan Carey 16,664 George Cook 383
Workstation Technologies, 16,038 James Gary Persky 249
Inc.(2) Alexandra Danino 230
Multi-Tech Systems, 16,037 Stephanie Williams 230
Inc.(2)
</TABLE>
- ------------
(1) Messrs. Barkelew, Smith and Monaco own an aggregate of 2,345,100
shares, 2,345,100 shares and 509,800 shares, respectively, of Common
Stock, representing approximately 8.7%, 8.7% and 1.9%, respectively,
of the outstanding shares of Common Stock.
(2) Shareholder of Future Labs.
9
<PAGE> 11
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale
of the Securities offered hereby.
PLAN OF DISTRIBUTION
Sales of the Securities offered hereby may be made on the
Nasdaq National Market or the over-the-counter market or otherwise at prices
and on terms then prevailing or at prices related to the then current market
price, or in negotiated transactions.
The Securities may be sold in (i) a block trade in which the
broker or dealer so engaged will attempt to sell the Securities as agent but
may position and resell a portion of the block as principal to facilitate the
transaction, (ii) transactions in which a broker or dealer acts as principal
and resells the Securities for its account pursuant to this Prospectus, (iii)
an exchange distribution in accordance with the rules of such exchange, and
(iv) ordinary brokerage transactions and transactions in which the broker
solicits purchases. In effecting sales, brokers or dealers engaged by the
Selling Stockholders may arrange for other brokers or dealers to participate.
Certain Selling Stockholders also may, from time to time, authorize
underwriters acting as their agents to offer and sell Securities upon such
terms and conditions as shall be set forth in a prospectus supplement.
Underwriters, brokers or dealers will receive commissions or discounts from
Selling Stockholders in amounts to be negotiated immediately prior to sale.
Such underwriters, brokers or dealers and any other participating brokers or
dealers may be deemed to be "underwriters" within the meaning of the Securities
Act in connection with such sales and any discounts and commissions received by
them and any profit realized by them on the resale of the Securities may be
deemed to be underwriting discounts and commissions under the Securities Act.
There is no assurance that any of the Selling Stockholders
will offer for sale or sell any or all of the Securities covered by this
Prospectus. The Company has been advised by certain of the Selling
Stockholders that they or their pledgees, donees, transferees or other
successors in interest may sell all, a portion of, or none of the Securities
covered by this Prospectus.
LEGAL MATTERS
Certain legal matters 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.
MISCELLANEOUS
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED
IN THIS PROSPECTUS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF ANY OFFER TO BUY, COMMON STOCK BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
10
<PAGE> 12
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
11
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following expenses will be paid by the Company.
<TABLE>
<S> <C>
SEC Registration Fee $16,315
NASDAQ/NMS Application Fee 17,500
Legal fees and expenses* 15,000
Accounting fees and expenses* 5,000
Blue sky fees and expenses* 2,500
Miscellaneous* 5,000
-------
TOTAL* $61,315
=======
- ---------------
</TABLE>
* Estimated.
No expenses in connection with the distribution contemplated by this
Registration Statement will be borne by the Selling Stockholders.
Item 15. Indemnification of Directors and Officers
As permitted by Section 145 of the Delaware General
Corporation Law, the Bylaws of the Registrant 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 the 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 Stock Plans, 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.
II-1
<PAGE> 14
ITEM 16. EXHIBITS
The following are filed as exhibits to this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit Number Description
----------- -----------
<S> <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 certified
public accountants.
24.1 Power of Attorney.*
- ---------------------
</TABLE>
* Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act 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 thereby and the offerings of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matters 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.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events which, individually or together, represent a
fundamental change in the 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) if, in the aggregate, the changes in volume and
II-2
<PAGE> 15
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;
(iii) To include any additional or changed material
information on the plan of distribution;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 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.
II-3
<PAGE> 16
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
Amendment to 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 30th day of June, 1996.
QUARTERDECK CORPORATION
By: /s/ FRANK R. GREICO
_____________________________________
Frank R. Greico
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to 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>
* President and Chief Executive Officer June 30, 1996
-------------------------------------- (Principal Executive Officer)
Gaston Bastiaens
/s/ FRANK R. GREICO Senior Vice President and Chief Financial June 30, 1996
- --------------------------------------- Officer (Principal Financial and Accounting
Frank R. Greico Officer)
Chairman of the Board
* Director June 30, 1996
--------------------------------------
Frank W.T. LaHaye
* Director June 30, 1996
--------------------------------------
King R. Lee
* Director June 30, 1996
--------------------------------------
Howard L. Morgan
*By: /s/ FRANK R. GREICO
-----------------------------------
Frank R. Greico
Attorney in Fact
</TABLE>
II-4
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------ ----------- ------------
<S> <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
certified public accountants.
24.1 Power of Attorney*
</TABLE>
____________________________
* Previously filed.
II-5
<PAGE> 1
EXHIBIT 5.1
July 1, 1996
(213) 229-7000 C 73127-00022
Quarterdeck Corporation
13160 Mindanao Way
Marina del Rey, California 90292
Re: Quarterdeck Corporation -
Form S-3 Registration Statement
File No. 333-04606
Gentlemen:
We have acted as special counsel to Quarterdeck Corporation, a
Delaware corporation (the "Company"), in connection with the registration by
the Company on Form S-3 (the "Registration Statement") under the Securities Act
of 1933, as amended, of 3,461,933 shares of the Company's common stock, $.001
par value (the "Shares"). The Shares are being offered for sale by certain
shareholders of the Company (the "Selling Shareholders") identified in the
Registration Statement.
On the basis of such investigation as we have deemed
necessary, we are of the opinion that the Shares to be offered for sale by the
Selling Shareholders have been duly authorized and validly issued and are fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to this firm under the
heading "Legal Matters" contained in the prospectus that forms a part of the
Registration Statement.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
KEB/MSU
<PAGE> 1
EXHIBIT 23.2
The Board of Directors
Quarterdeck Corporation:
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of Quarterdeck Corporation of our report dated November 8, 1995, except
as to Note 14, which is as of March 28, 1996, 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 Form 8-K of
Quarterdeck Corporation dated June 27, 1996.
We also consent to the reference to our firm under the heading "Experts" in the
Prospectus.
KPMG Peat Marwick LLP
Los Angeles, California
July 1, 1996
