U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
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[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1996
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form.
Please Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
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If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the notification
relates: Not applicable.
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PART I--REGISTRANT INFORMATION
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Full Name of Registrant: Cover-All Technologies Inc.
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Former Name If Applicable: Warner Insurance Services, Inc.
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Address of Principal Executive Office (Street and Number)
18-01 Pollitt Drive, Fair Lawn, New Jersey 07410
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City State Zip Code
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PART II -- RULES 12b-25(b) AND (c)
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If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate).
(a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or Form N-
SAR, or portion thereof will be filed on or before the
fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if applicable.
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PART III--NARRATIVE
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State below in reasonable detail the reasons why Form 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period.
On March 14, 1997, Cover-All Technologies Inc. (the
"Registrant") announced a series of transactions, including (i)
the issuance of $750,000 of 12 1/2% Convertible Notes to three
existing stockholders, Atlantic Employers Insurance Company, a
New Jersey corporation, Software Investments Limited, a British
Virgin Islands corporation ("SIL") and Roger D. Bensen, an
individual, in the form of bridge financing (the "Bridge
Financing"), (ii) amendments to that certain Stock Purchase
Agreement, dated as of March 31, 1996, among the Registrant, SIL
and Care Corporation Limited, a British Virgin Islands
corporation ("Care"), and to that certain Software License
Agreement, dated as of March 31, 1996, among the Registrant,
Cover-All Systems, Inc., a subsidiary of the Registrant, and Care
(together, the "Stock License Agreements") relating to the
Registrant's right to repurchase shares of common stock, par
value $.01 per share, of the Registrant in connection with such
Stock License Agreements and (iii) changes in the composition of
the Board of Directors and the management team of the Registrant.
Additionally, the Registrant has negotiated for permanent
financing in the amount of $3 million through the sale of its 12
1/2% Convertible Debentures due 2002, which the Registrant
anticipates closing during the week of March 31, 1997 (the
"Permanent Financing"). These subsequent events have and will
impact the required disclosure of the Registrant in its Annual
Report on Form 10-K (the "Form 10-K"). The Registrant is in the
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process of analyzing such impact and cannot complete the Form 10-
K without unreasonable effort or expense, but the Registrant
fully expects to finalize the preparation of the Form 10-K such
that it will be in a position to file the Form 10-K on or before
the fifteenth calendar day following the prescribed due date.
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard
to this notification:
Raul F. Calvo (201) 794-4800
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(Name) (Area Code) (Telephone)
(2) Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
[ ] Yes [X] No
If so: provide an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot be
made.
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SIGNATURE
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COVER-ALL TECHNOLOGIES INC. has caused this notification to
be signed on its behalf by the undersigned thereunto duly
authorized.
Dated: March 28, 1997 COVER-ALL TECHNOLOGIES INC.
By: /s/Brian Magowan
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Name: Brian Magowan
Title: Chairman of the Board and
Chief Executive Officer
