<PAGE> 1
As filed with the Securities and Exchange Commission on February 25, 1997
Registration No.333-_____
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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:
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 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 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.[ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 par value 1,180,358 shares $21.18 $25,000,000 $7,576.00
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Subject to certain anti-dilution and other adjustments.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED FEBRUARY 25, 1997
PROSPECTUS
QUARTERDECK CORPORATION
COMMON STOCK
($.001 PAR VALUE)
1,180,358 SHARES
This Prospectus relates to 1,180,358 shares, subject to
certain anti-dilution and other adjustments, of Common Stock, par value $.001
per share ("Common Stock"), of Quarterdeck Corporation, a Delaware corporation
(the "Company"), issuable upon conversion of $25,000,000 principal amount of the
Company's 6% Convertible Senior Notes due March 31, 2001 (the "Notes"). The
Company is registering the Common Stock pursuant to the terms of a Note
Agreement dated as of March 1, 1996, between the Company and the holder of the
Notes (the "Note Agreement").
The Company will not receive any proceeds from conversion of
the Notes into shares of Common Stock. The Company will pay all of the expenses
associated with the registration of the Common Stock, estimated to be
approximately 47,576.00.
The Common Stock is quoted on the Nasdaq National Market under
the symbol "QDEK." On February 24, 1997, the last reported sale price per share
of the Common Stock, as quoted on the Nasdaq National Market, was $4.00.
-----------------------------
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 _________, 1997.
<PAGE> 4
AVAILABLE INFORMATION
Statements contained in this Prospectus as to the content of
any contract or other document are not necessarily complete, and in each
instance reference is made to the copy of the contract or other document filed
as an exhibit to this Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission (the
"Commission"), each statement being qualified in all respects by such reference
and the exhibits and schedules hereto, which may be inspected without charge at
the Commission's principal office at 450 Fifth Street, N.W., Washington, D.C.
and copies of the Registration Statement or any part thereof may be obtained
from such office, upon payment of the fees prescribed by the Commission.
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, 1996, (ii) the Current Report on Form 8-K dated January 14, 1997,
(iii) the Quarterly Report on Form 10-Q for the quarter ended December 31, 1996,
(iv) the Registration Statement on Form 8-A filed April 26, 1991, 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.
2
<PAGE> 5
THE COMPANY
The Company develops, markets and supports computer software
products and offer services and two strategic business units: Utilities and
Communications and Internet Solutions. The Company creates smart tools that
enhance computing on Desktop PCs, the Internet and intranet. The Company offers
software solutions for corporate, small business, government, education and
individual users in a number of areas including performance enhancement; disc
file and space management; software and hardware diagnostic/conflict
resolutions; communications; intranet search and enablement; and graphics
conversion.
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; FORWARD LOOKING STATEMENTS
Documents incorporated by reference in this Prospectus contain
disclosure regarding certain risk factors with respect to the Company and an
investment therein. Potential investors are urged to consider such risk factors
prior to making an investment decision with respect to the Common Stock. Such
factors include, but are not limited to, the Company's fluctuating operating
results and liquidity. The Company's revenues and quarterly operating results
may experience significant fluctuations and be unpredictable as a 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.
At December 31, 1996, cash and cash equivalents totaled
$11,873,000 as compared to $25,554,000 at September 30, 1996. The decrease in
the cash and cash equivalent balances of $13,681,000 during the quarter is
primarily the result of the decrease in net revenues from memory management
products and cash utilized for operating activities. Cash and cash equivalents
decreased to $8,500,000 at February 12, 1997. Working capital at December 31,
1996 amounted to a deficit of $4,399,000, an improvement of $285,000 as
compared to the deficit of $4,684,000 at September 30, 1996. The Company
believes existing cash and cash equivalents, borrowing capacity, plus funds
provided by operations and the anticipated proceeds from the divestiture of
non-core products and technologies, as well as anticipated proceeds from the
sale of, or other take-out financing arrangements with respect to, an office
building owned by the Company, should be sufficient to fund operations through
December 31, 1997. The company also initiated a corporate restructuring in
fiscal 1996 in an effort to reduce operating expenses. Although expense
reductions resulting from the restructuring are anticipated to provide
additional funds from operations in future quarters, there is no assurance that
such anticipated savings will occur or that any such increase will result in
adequate operating funds, or that product sales will occur at anticipated levels
or that anticipated proceeds from divestitures and/or the office building sale
or take-out financing will occur, or that additional financing will be
available, or if available, will be available on acceptable terms. Should
product orders or shipments be delayed or should the Company experience
significant shortfalls in planned revenues or collections, or not achieve
sufficient cost savings as a result of the restructuring, or experience
unforeseen fixed expenses, the Company believes it has the ability to make
additional reductions to variable expenses to extend its capital. The Company is
actively pursuing an alternative line of credit with additional borrowing
capacity and is exploring other financing alternatives, including additional
sales of equity securities, in order to finance the core business of the Company
and help provide adequate working capital for operations. Any decision or
ability to obtain financing through equity investment will depend on various
factors, including among others, financial market conditions, strategic
acquisition and investment opportunities, and developments in the Company's
markets. The sale of additional equity securities or future conversion of any
convertible security would result in additional dilution to the Company's
stockholders.
Documents incorporated herein by reference in this Prospectus
contain forward looking statements which are made pursuant to the safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995. Expressions
of future goals and similar expressions reflecting something other than
historical fact are intended to identify forward-looking statements, but are not
the exclusive means of identifying such statements. These forward-looking
statements involve a number of risks and uncertainties, including the timely
development and market acceptance of products and technologies, successful
integration of acquisitions, the ability to secure additional sources of
financing, the ability to reduce operating expenses and other factors described
in such documents. The actual results that the Company achieves may differ
materially from any forward-looking statements due to such risks and
uncertainties. The Company undertakes no obligations to revise or update any
forward-looking statements in order to reflect events or circumstances that may
arise after the date of this Prospectus.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale
of the Common Stock offered hereby.
PLAN OF DISTRIBUTION
The Common Stock covered by this Prospectus will be issued
from time to time by the Company upon conversion of the Notes.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by
Gibson, Dunn & Crutcher LLP, Los Angeles, California.
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. 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 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.
3
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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 $ 7,576
---------
Nasdaq Application Fee 17,500
Legal fees and expenses* 10,000
Accounting fees and expenses* 5,000
Blue sky fees and expenses* 2,500
Miscellaneous* 5,000
---------
TOTAL* $ 47,576
---------
</TABLE>
- --------------------
*Estimated.
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 act 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.
II-1
<PAGE> 7
ITEM 16. EXHIBITS
The following are filed as exhibits to this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.1* Note Agreement, dated as of March 1, 1996, between
Quarterdeck Corporation and The Northwestern Mutual Life
Insurance Company, as holder of the Notes.
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 (included on page II-4).
</TABLE>
- ---------------
* Previously filed as Exhibit 99.4 to the Company's Current Report on Form 8-K,
filed March 28, 1996.
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 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 have 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 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;
II-2
<PAGE> 8
(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> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
to duly authorized, in the City of Los Angeles, State of California, on this
24th day of February, 1997.
QUARTERDECK CORPORATION
By: /s/ CURTIS A. HESSLER
---------------------------
Curtis A. Hessler
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Quarterdeck
Corporation, do hereby constitute and appoint Curtis A. Hessler and Frank R.
Greico our true and lawful attorney and agent, to do any and all acts and things
in our name and behalf in our capacities as directors and officers and to
execute any and all instruments or use and in our names in the capacities
indicated below, which said attorney and agent may deem necessary or advisable
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations, and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names and in the capacities indicated below, any and all amendments
(including post-effective amendments) to this Registration Statement, or any
related registration statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended; and we do hereby
ratify and confirm all that the said attorney and agent shall do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Amendment 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/ CURTIS A. HESSLER President and Chief Executive Officer February 24, 1997
- ------------------------------------------ (Principal Executive Officer), Director
Curtis A. Hessler
/s/ FRANK R. GREICO Senior Vice President and Chief Financial
- ------------------------------------------ Officer (Principal Financial and Accounting
Frank R. Greico Officer) February 24, 1997
/s/ FRANK W. T. LAHAYE Director February 24, 1997
- ------------------------------------------
Frank W. T. LaHaye
/s/ HOWARD L. MORGAN Director February 24, 1997
- ------------------------------------------
Howard L. Morgan
/s/ KING R. LEE Director February 24, 1997
- ------------------------------------------
King R. Lee
/s/ WILLIAM H. LANE III Director February 24, 1997
- ------------------------------------------
William H. Lane III
</TABLE>
II-4
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.1* Note Agreement, dated as of March 1, 1996, between
Quarterdeck Corporation and The Northwestern Mutual Life
Insurance Company, as holder of the Notes.
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 (included on page II-4).
</TABLE>
- ----------------
* Previously filed as Exhibit 99.4 to the Company's Current Report on Form 8-K,
filed March 28, 1996.
II-5
<PAGE> 1
EXHIBIT 5.1
[GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]
February 24, 1997
Quarterdeck Corporation
13160 Mindanao Way
Marina del Rey, California 90292
Re: Quarterdeck Corporation - Form S-3 Registration Statement
Ladies and 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 1,180,358 shares of the Company's common stock, $.001 par value (the
"Shares"). The Shares are issuable upon conversion of $25,000,000 principal
amount of the Company's 6% Convertible Senior Notes due March 31, 2001 (the
"Notes") pursuant to a Note Agreement dated as of March 1, 1996, between the
Company and the purchasers named therein.
On the basis of such investigation as we have deemed necessary, we are
of the opinion that the Shares to be issued upon conversion of the Notes, when
issued in accordance with the terms of the Notes and the Note Agreement, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference of 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
<PAGE> 1
Exhibit 23.2
The Board of Directors
Quarterdeck Corporation:
We consent to the use of our reports incorporated herein by reference.
KPMG PEAT MARWICK LLP
Los Angeles, California
February 21, 1997
