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): March 31, 1997
----------------
Cover-All Technologies Inc.
---------------------------------------------------------------
(Exact name or registrant as specified in its charter)
Delaware 0-13124 13-2698053
------------------------------- ----------- ------------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
18-01 Pollitt Drive, Fair Lawn, New Jersey 07410
------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 794-4800
-------------------
N/A
-------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
------- -------------
On March 31, 1997, Cover-All Technologies Inc., a
Delaware corporation (the "Company"), announced in a press
release the closing of $3 million of permanent financing
through the sale of its 12 1/2% Convertible Debentures, due March
31, 2002 (the "Debentures"), to Tandem Capital, Inc., an
affiliate of Sirrom Capital Corporation. The Debentures are
convertible into shares of common stock, par value $0.01 per
share, at $1.25 per share. An aggregate of $750,000 of the
proceeds was used to repay the Company's bridge financing
announced on March 14, 1997.
The Company also announced that Messrs. Alfred J.
Moccia, Leonard Gubar and Peter R. Lasusa and Ms. Pamela J.
Newman resigned as directors of the Company and that Mr. Ian
Meredith was elected as a director.
A copy of the press release is attached as an Exhibit
to this Form 8-K.
-1-
<PAGE>
Item 7. Financial Statements and Exhibits.
------ ---------------------------------
The following exhibits are filed as a part of this report.
(c) Exhibits:
99.1 Press Release of Cover-All Technologies Inc.,
dated March 31, 1997.
-2-
<PAGE>
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: April 14, 1997 By: /s/ Brian Magowan
----------------------------
Name: Brian Magowan
Title: Chairman of the
Board and Chief
Executive Officer
-3-
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
99.1 Press Release of Cover-All Technologies Inc., dated
March 31, 1997.
Exhibit 99.1
FOR IMMEDIATE RELEASE
For information contact:
Brian Magowan
Chairman of the Board and
Chief Executive Officer
For: COVER-ALL TECHNOLOGIES INC.
Cover-All Technologies Inc. announces
$3 million convertible debt financing,
the resignation of four directors and
the election of one new director
Fair Lawn, NJ...March 31, 1997...COVER-ALL TECHNOLOGIES INC., a
Delaware corporation (NASDAQ SmallCap Market COVR and PHLX CVA),
today announced that it has raised $3 million of permanent
financing through the sale of its 12-1/2% convertible debentures,
due 2002, to Tandem Capital, Inc., an affiliate of Sirrom Capital
Corporation. The debentures are convertible into shares of
common stock at $1.25 per share.
The funds will be used for working capital in the further
deployment of the Classic and TAS 2000 product lines and to repay
a $750,000 bridge financing.
As planned and in conjunction with the closing, Alfred J. Moccia,
Leonard Gubar, Peter R. Lasusa and Pamela J. Newman resigned as
directors of the company, and Ian Meredith was elected as a
director of the company.
Mr. Meredith is a sales consultant in the healthcare insurance
sector and a founder and former Chief Executive Officer of Care
Corporation, an affiliate of Software Investments Limited, the
largest shareholder in Cover-All Technologies Inc. Care
Corporation is a vendor of Third Party Administration services
and software technology to workers compensation insurers.
Mr. Magowan, Chairman of the Board and Chief Executive Officer,
confirmed his positive outlook for the company by stating:
"The money raised today will allow Cover-All to aggressively
market and sell its leading edge software products, which are
already well accepted in the marketplace. The election to the
board of Ian Meredith and Earl Gallegos (announced earlier this
month), along with the recent restructuring of the executive
management, gives me confidence to focus the Company."
Cover-All Technologies Inc. is a provider of computer software
for the insurance industry, specializing in rapid applications
development tools and the delivery of mission critical software
solutions for property and casualty policy administration.
Cover-All's object-oriented software products utilize Oracle's
client-server, relational database technology.
