SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 20, 1996
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Cover-All Technologies Inc.
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(Exact name or registrant as specified in its charter)
Delaware 0-13124 13-2698053
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
18-01 Pollitt Drive, Fair Lawn, New Jersey 07410
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 794-4800
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Warner Insurance Services, Inc.
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
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On June 20, 1996, Cover-All Technologies Inc. (formerly Warner
Insurance Services, Inc.), a Delaware corporation (the "Company"), held its
Annual Meeting of Stockholders (the "Annual Meeting") at the Stony Hill Inn
in Hackensack, New Jersey. The holders of record of 15,011,082 shares of
common stock, par value $.01 per share ("Common Stock"), of the Company
were present in person or represented by proxy at the Annual Meeting,
representing approximately 95% of the shares of Common Stock entitled to
vote. The record date (the "Record Date") fixed by the Board of Directors
of the Company (the "Board of Directors") was May 2, 1996.
Three proposals were voted on at the Annual Meeting. The first
proposal was for the election of two of the seven directors of the Board of
Directors. The nominees were Alfred J. Moccia and Mark D. Johnston, each
of whom were elected by approximately 95% and 96%, respectively, of the
total votes cast.
The second proposal voted on at the Annual Meeting was to amend
the Certificate of Incorporation of the Company (the "Certificate of
Incorporation") to change the name of the Company from Warner Insurance
Services, Inc. to Cover-All Technologies Inc. The proposal was approved by
approximately 94% of the shares of Common Stock outstanding as of the
Record Date and a Certificate of Amendment to the Certificate of
Incorporation of the Company (the "Certificate of Amendment") was filed
with the Secretary of State of the State of Delaware on June 21, 1996 to
effectuate such name change. As a result of the name change, the Company's
symbol on the Nasdaq SmallCap Market has been changed to COVR, effective
July 1, 1996.
The third proposal voted on at the Annual Meeting was to amend
the Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 20,000,000 to 30,000,000. The proposal was
approved by approximately 90% of the outstanding shares of Common Stock
outstanding as of the Record Date and a Certificate of Amendment was filed
with the Secretary of State of the State of Delaware on June 21, 1996 to
effectuate such increase.
At the Organizational Board Meeting immediately following the
Annual Meeting, the Board of Directors, among other things, elected the
following individuals to the followings offices: Alfred J. Moccia, the
President and Chief Executive Officer of the Company since July 1995, to
the office of Chairman and Chief Executive Officer; Peter C. Lynch, the
President and Chief Operating Officer of COVER-ALL Systems, Inc., the
Company's wholly-owned subsidiary, to the office of President and Chief
Operating Officer; Raul F. Calvo to the office of Vice President; Theodore
I. Botter to the offices of Secretary and General Counsel, effective
through July 31, 1996; Leonard Gubar, a director of the Company, to the
office of Secretary, effective as of August 1, 1996; and Susan Southgate to
the office of Assistant Vice President and Assistant Secretary.
Item 7. Financial Statements and Exhibits.
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The following exhibits are filed as a part of this report.
(c) Exhibits:
99.1 Press Release of Cover-All Technologies Inc., dated June 25,
1996
99.2 Press Release of Cover-All Technologies Inc., dated June 27,
1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
COVER-ALL TECHNOLOGIES INC.
Dated: June 28, 1996 By: /s/ Alfred J. Moccia
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Name: Alfred J. Moccia
Title: Chairman and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit Description
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99.1 Press Release of Cover-All Technologies Inc.,
dated June 25, 1996
99.2 Press Release of Cover-All Technologies Inc.,
dated June 27, 1996
EXHIBIT 99.1
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"FOR IMMEDIATE RELEASE"
FOR INFORMATION CONTACT:
ALFRED J. MOCCIA
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
FOR: COVER-ALL TECHNOLOGIES INC.
(FORMERLY WARNER INSURANCE SERVICES, INC.)
WARNER INSURANCE SERVICES, INC.
CHANGES ITS CORPORATE NAME TO
COVER-ALL TECHNOLOGIES INC.,
INCREASES ITS NUMBER OF AUTHORIZED SHARES
AND ELECTS CORPORATE OFFICERS
Fair Lawn, NJ - June 25, 1996 -- Cover-All Technologies Inc. (formerly
Warner Insurance Services, Inc.), a Delaware corporation (the "Company"),
today announced that on June 20, 1996, stockholders of the Company approved
changing the name of the Company from Warner Insurance Services, Inc. to
Cover-All Technologies Inc. and approved the increase in the authorized
number of shares of Common Stock from 20,000,000 to 30,000,000. In line
with the name change, the Company has applied to have its symbol changed.
Nasdaq has not completed its research on the proposed new symbol. The
Company will issue a release when a new symbol is approved.
The Company also announced that Alfred J. Moccia, the President and Chief
Executive Officer of the Company since July 1995, was elected to the
position of Chairman of the Board and Chief Executive Officer and that
Peter C. Lynch, the President and Chief Operating Officer of COVER-ALL
Systems, Inc., the Company's wholly-owned subsidiary, was appointed
President and Chief Operating Officer of the Company.
The Company and its wholly-owned subsidiary, COVER-ALL Systems, Inc., are
providers of state-of-the-art computer products for the property casualty
insurance industry specializing in strategic insurance software solutions
and development tools for rating, coding and issuing policies, as well as
administering client claims, direct billing, agency billing, client
billing, agencies, general ledger, and statistical and financial reporting
utilizing the latest client-server, relational database technology.
EXHIBIT 99.2
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"FOR IMMEDIATE RELEASE"
FOR INFORMATION CONTACT:
ALFRED J. MOCCIA
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
FOR: COVER-ALL TECHNOLOGIES INC.
(FORMERLY WARNER INSURANCE SERVICES, INC.)
COVER-ALL TECHNOLOGIES INC.
ANNOUNCES CHANGE OF SYMBOL FOR COMMON STOCK
Fair Lawn, NJ - June 27, 1996 -- Cover-All Technologies Inc. (formerly
Warner Insurance Services, Inc.), a Delaware corporation (the "Company"),
today announced that as of Monday, July 1, 1996 the symbol for its Common
Stock on the Nasdaq SmallCap Market will be COVR. The Company's Common
Stock had been trading under the symbol WISI.
The Company and its wholly-owned subsidiary, COVER-ALL Systems, Inc., are
providers of state-of-the-art computer products for the property casualty
insurance industry specializing in strategic insurance software solutions
and development tools for rating, coding and issuing policies, as well as
administering client claims, direct billing, agency billing, client
billing, agencies, general ledger, and statistical and financial reporting
utilizing the latest client-server, relational database technology.
