FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COVER-ALL TECHNOLOGIES INC.
(formerly Warner Insurance Services, Inc.)
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(Exact Name of Registrant as Specified in its Charter)
Delaware 13-2698053
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(State of Incorporation or organization) (I.R.S. Employer
Identification No.)
18-01 Pollitt Drive
Fair Lawn, New Jersey 07410
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent statement under the Securities Act
of 1933 pursuant to General Instruction A.(c)(2), please check
the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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common stock, par value Philadelphia Stock Exchange
$.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
The security to be registered is the common stock,
$0.01 par value per share (the "Common Stock"), of Cover-All
Technologies Inc. (formerly Warner Insurance Services, Inc.), a
Delaware corporation (the "Registrant" or the "Company"). The
Certificate of Incorporation of the Company, as amended (the
"Certificate"), authorizes the Company to issue 30,000,000 shares
of Common Stock.
Each share of Common Stock entitles the holder thereof
to one vote. Holders of the Common Stock have equal ratable
rights to dividends from funds legally available therefor, when,
as and if declared by the Board of Directors and are entitled to
share ratably, as a single class, in all of the assets of the
Company available for distribution to holders of shares of Common
Stock upon the liquidation, dissolution or winding up of the
affairs of the Company. Holders of Common Stock do not have
preemptive, subscription or conversion rights. There are no
redemption or sinking fund provisions for the benefit of the
Common Stock in the Company's Certificate. The Company's
stockholders do not have the right to cumulative voting in the
election of directors. There are seven members of the Board of
Directors of the Company classified into three classes, with the
three-year term of office of each class expiring at the Annual
Meeting of Stockholders in successive years, upon the election
and qualification of successor classes.
On November 17, 1989, the Company adopted a Stockholder
Rights Plan and declared a dividend distribution of one Right for
each outstanding share of Common Stock. Under certain
conditions, each Right shall initially entitle the registered
holder thereof to purchase one-fifth of one share of Common Stock
at a purchase price of $10.00, subject to adjustment. The Rights
will be exercisable only if (i) a person or group has acquired,
or obtained the right to acquire, 15% or more of the outstanding
shares of Common Stock (other than a person that acquires the
stock directly from the Company in a transaction that the
Company's independent Directors determine to be in the best
interests of the Company and its stockholders) or (ii) following
the commencement of a tender offer or exchange offer for 15% or
more of the then outstanding shares of Common Stock. Each Right
will entitle its holder to receive, upon exercise, Common Stock
(or, in certain circumstances, cash, property, or other
securities of the Company) having a value equal to two times the
purchase price of the Right under certain circumstances,
including the acquisition of 20% of the outstanding Common Stock.
All Rights holders, except the acquiror, may purchase a number of
shares of Common Stock equal to $10.00 (subject to adjustment
under the terms of the Rights Plan) divided by 50% of the market
price of the Company's Common Stock on the date which is ten days
after a public announcement by the Company that a person or group
has acquired, or obtained the right to acquire, 15% or more of
the outstanding shares of Common Stock. In the event that the
Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving
corporation, the Rights holders may purchase the acquiror's
shares at the similar discount.
The Company may redeem the Rights at $0.01 each until ten
days following the date on which a person or group of affiliated
persons has acquired, or obtained the right to acquire, the
beneficial ownership of 15% or more of the outstanding shares of
Common Stock. The Rights will expire on December 4, 1999 unless
earlier redeemed by the Company.
The Company's Certificate contains certain provisions
that would have an effect of delaying, deferring or preventing a
change of control of the Company in connection with certain
business combinations. Article Seventh provides that the
affirmative vote of not less than 80% of the outstanding shares
of voting stock is required to approve (i) the sale (or similar
transfer) of all or substantially all of the assets of the
Company to a "related corporation," (ii) the consolidation of the
Company with or its merger into a "related corporation," (iii)
the merger into the Company of a "related corporation," (iv) any
agreement relating to the transactions referred to in (i) through
(iii), and (v) any amendment to said Article Seventh. A "related
corporation" is any corporation which, together with its
affiliated and associated persons (as such terms are defined)
owns of record or beneficially more than 5% of the Company's
outstanding voting stock entitled to vote on the subject
transaction. The foregoing provisions, however, do not apply if
a majority of the Company's disinterested directors approve the
subject transaction, in which event approval of such transaction
shall require only such affirmative vote as is otherwise required
by law.
In addition, Article Fifth of the Certificate requires
the approval of 80% of the voting stock to remove a director
without cause, to alter, repeal or modify those provisions of the
Company's By-Laws relating to the number, election and terms of
directors, newly created directorships and vacancies and removal
of directors, and to amend said Article Fifth (relating generally
to the Company's Board of Directors).
<PAGE>
ITEM 2. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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1 Certificate of Incorporation of the Registrant filed on
April 22, 1985 [incorporated by reference to Exhibit 3(a)
to the Registrant's Annual Report on Form 10-K (Commission
File No. 0-13124) filed on January 29, 1986].
2 Certificate of Amendment of Certificate of Incorporation of
the Registrant filed on May 6, 1987 [incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (Commission File No. 33-17533) filed
on September 29, 1987].
3 Certificate of Amendment of Certificate of Incorporation of
the Registrant filed on March 26, 1990 [incorporated by
reference to Exhibit 3(d) to the Registrant's Quarterly
Report on Form 10-Q (Commission File No. 0-13124) filed on
June 14, 1990].
4 Certificate of Amendment of Certificate of Incorporation of
the Registrant filed on March 18, 1992 [incorporated by
reference to Exhibit 1 to the Registrant's Current Report
on Form 8-K (Commission File No. 0-13124) filed on March
30, 1992].
5 Certificate of Amendment of Certificate of Incorporation of
the Registrant filed on June 21, 1996 [incorporated by
reference to Exhibit 3(e) to the Registrant's Registration
Statement on Amendment No. 1 to Form S-3 (Commission File
No. 333-6131) filed on July 10, 1996].
6 Bylaws of the Registrant, as amended, filed on July 10,
1996 [incorporated by reference to Exhibit 3(g) to the
Registrant's Registration Statement on Amendment No. 1 to
Form S-3 (Commission File No. 333-6131) filed on July 10,
1996].
7 Form of Common Stock Certificate of the Registrant
[incorporated by reference to Exhibit 4(a) to the
Registrant's Annual Report on Form 10-K (Commission File
No. 0-13124) filed on January 29, 1986].
8 Rights Agreement, dated November 17, 1989, between the
Registrant and First Fidelity Bank, N.A., as Rights Agent
[incorporated by reference to Exhibit 1 to the Registrant's
Form 8-A (Commission File No. 13-2698053) filed on October
20, 1989].
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
COVER-ALL TECHNOLOGIES INC.
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(Registrant)
By: /s/ Alfred J. Moccia
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Alfred J. Moccia
Chairman of the Board and
Chief Executive Officer
Date: July 29, 1996
