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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 ) *
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COVER-ALL TECHNOLOGIES, INC.
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(Name of Issuer)
COMMON, $0.01 PAR VALUE
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(Title of Class of Securities)
934467 10 1
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(CUSIP Number)
ALAN J. PERKINS, GARDERE & WYNNE, L.L.P.
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1601 ELM STREET, SUITE 3000, DALLAS, TEXAS 75201 (214) 999-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 14, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
Page 1 of 8 Pages
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CUSIP No. 934467 10 1 13D Page 2 of 8 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Software Investments Limited
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
British Virgin Islands
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Number of Shares (7) Sole Voting Power
Beneficially Owned 4,264,296
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
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(9) Sole Dispositive Power
4,264,296
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,264,296
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
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(13) Percent of Class Represented by Amount in Row (11)
25.15%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP No. 934467 10 1 13D Page 3 of 8 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Care Corporation Limited
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
British Virgin Islands
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Number of Shares (7) Sole Voting Power
Beneficially Owned 2,500,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
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(9) Sole Dispositive Power
2,500,000
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,500,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
15.15%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 ("Amendment No. 2") to the Statement on Schedule 13D
dated as of April 3, 1996 (the "Statement"), and as amended by Amendment No. 1
to the Statement dated as of April 30, 1996, is being filed to reflect the
change in form of beneficial ownership of certain shares of Common Stock, $0.01
par value (the "Common Stock"), of Cover-All Technologies, Inc., a Delaware
corporation formerly known as Warner Insurance Services, Inc. (the "Company"),
owned by Software Investments Limited ("SIL") and Care Corporation Limited
("Care").
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b) and (c): The following sets forth the information required by
Items 2(a), (b) and (c):
1. Software Investments Limited, a British Virgin Islands
corporation, is principally engaged in the investment business.
SIL is owned by Software Trust, a Jersey Discretionary
Settlement, the trustee of which is First Island Trustees
Limited. The directors of SIL are Brian Lowcock, Mark D.
Johnston, Colin Smartt, Clive Barton and Stephen Milsom. The
business address of SIL is Abbott Building, P.O. Box 3186, Main
Street, Road Town, Tortola, British Virgin Islands. The business
address of Software Trust and First Island Trustees Limited is
First Island House, Peter Street, St. Helier, Jersey, Channel
Islands.
2. Care Corporation Limited, a British Virgin Islands corporation
("Care"), is principally engaged in the investment business. A
majority of the shares of equity stock of Care is owned by Care
Trust, a Jersey Discretionary Settlement, the trustee of which is
First Island Trustees Limited. The directors of Care are Brian
Lowcock, Mark D. Johnston, Colin Smartt, Clive Barton and Stephen
Milsom. The business address of Care is Abbott Building, P.O.
Box 3186, Main Street, Road Town, Tortola, British Virgin
Islands. The business address of Care Trust and First Island
Trustees Limited is First Island House, Petter Street, St.
Helier, Jersey, Channel Islands.
(d) None of the directors or executive officers of SIL or Care has during
the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of the directors or executive officers of SIL or Care has, during
the last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Brian Lowcock, Clive Barton and Stephen Milsom are citizens of the
United Kingdom and residents of the British Channel Islands; Mark D.
Johnston is a citizen of Australia and a resident of Monaco; and Colin
Smartt is a citizen and resident of Australia. Neither SIL nor Care
have separate executive officers.
Page 4 of 8 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
SIL owns of record and beneficially 3,817,420 shares of the Company's
Common Stock. SIL purchased 1,412,758 shares of the Company's Common Stock at a
price of $2.00 per share, or an aggregate purchase price of $2,825,516, pursuant
to a Stock Purchase Agreement dated as of March 31, 1996, by and among the
Company, SIL and Care ("Stock Purchase Agreement"). The closing of the
transactions contemplated by the Stock Purchase Agreement was completed on April
3, 1996. In addition, pursuant to the exercise of the repurchase rights granted
in the Stock Purchase Agreement SIL purchased 1,628,101 shares of the Company's
Common Stock on April 30, 1996 at a price of $3.00 per share, or an aggregate
purchase price of $4,884,303. Also on April 30, 1996, pursuant to a right
granted in connection with the Stock Purchase Agreement SIL purchased warrants
to purchase 776,562 shares of the Company's Common Stock at a price of $1.00 per
warrant, or an aggregate purchase price of $776,562. On May 6, 1996 SIL
exercised the warrants and purchased 776,562 shares of the Company's Common
Stock at a price of $2.00 per share or an aggregate purchase price of
$1,553,124. The funds used to acquire the Company's Common Stock came from
available working capital and/or available cash on hand of SIL.
See Item 5 below for a description of certain other shares of Common Stock
deemed to be beneficially owned by SIL.
Care owns of record and beneficially 2,500,000 shares of the Company's
Common Stock, which were issued to Care pursuant to the Stock Purchase Agreement
in exchange for an exclusive license to certain software owned by Care for use
in Canada, Mexico, Central America and South America pursuant to an Exclusive
Software License Agreement, dated as of March 31, 1996, by and between Care, the
Company, and a wholly owned subsidiary of the Company ("Exclusive Software
License Agreement").
ITEM 4. PURPOSE OF TRANSACTION.
SIL and Care are holding their shares of the Company's Common Stock for
investment. SIL and Care have no present intentions to cause the Company to
engage in any extraordinary transactions; to sell or transfer any of the
Company's material assets or the assets of its subsidiary; to effect any
material change in the Company's business, or corporate structure; to effect any
change in the Company's capitalization, dividend policy, or certificate of
incorporation; or to delist or terminate the registration of any securities of
the Company; but reserves the right to propose or undertake or participate in
any of the foregoing actions in the future.
Pursuant to Section 9.1 of the Stock Purchase Agreement, the Company shall
take all necessary action to accomplish the following: (a) Mark Donald Johnston
shall be elected as a Director of the Company in the class of 1996 as the
designee of SIL and Care to the Company's Board of Directors (a "Care
Designee"); (b) a Care Designee, which may be Mark Donald Johnston or a
successor designated to the Company by SIL and Care, shall be included as one of
the management nominees for Director of the Company at each meeting of the
stockholders, beginning with the 1996 meeting of stockholders; (c) if the Care
Designee is not elected at the 1996 annual meeting of stockholders or any
subsequent annual meeting called for the purpose of reelecting or electing such
class of Directors, the Company shall elect the Care Designee to its Board of
Directors, and amend its By-Laws to create any vacancy if required, to serve for
a period equal to the remainder of the term of such class of Directors; (d) if,
at any time, any Care Designee shall decline or be unable to serve as a Director
of the Company, another Care Designee shall be elected as a Director of the
Company to fill the vacancy thus created. Each Care Designee shall have all
voting and other rights provided to Directors of the Company generally. The
Company shall be
Page 5 of 8 Pages
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required to comply with this Section 9.1 for as long as SIL and Care
collectively hold an aggregate of 20% or more of the issued and outstanding
shares of the Company's Common Stock. Mark Donald Johnston was elected as a
Director of the Company effective April 16, 1996.
On March 14, 1997, the Company entered into a Convertible Note Purchase
Agreement ("Note Purchase Agreement") with SIL, Atlantic Employers Insurance
Company, a New Jersey corporation ("AEIC") and Roger D. Benson ("Benson" and,
together with SIL and AEIC, the "Purchasers") pursuant to which each Purchaser
invested $250,000.00, or an aggregate of $750,000.00, in the Company through the
purchase of a 12.5% convertible Note ("Note") to provide the Company with
interim financing while the Company negotiates for a minimum of $2,500,000.00 in
permanent funds via a private placement. Each Note is convertible into fully
paid and nonassessable shares of Common Stock, par value $0.01 per share. The
principal and accrued interest on each Note shall be due and payable on the
earlier to occur of (i) the closing of a permanent financing arrangement by the
Company, and (ii) when declared due and payable by the holder or when the Note
automatically becomes due and payable upon the occurrence of an event of default
(the "Maturity Date"). On the Maturity Date and at the holder's option, the
holder may elect to convert the Note into shares of Common Stock in lieu of the
repayment by the Company of the principal and accrued interest. Unless the Note
shall have been previously paid in full or converted, the Note shall be
automatically converted on the close of business on May 31, 1997. The number of
shares of Common Stock into which each Note will be converted shall be
determined by dividing the aggregate principal amount and interest to be
converted by the conversion price which shall initially be equal to $1.00. AEIC
and Benson are not affiliates of SIL or Care.
Pursuant to Section 5.1(h) of the Note Purchase Agreement, the Company's
Board of Directors has elected Mark Donald Johnston as Chief Financial Officer
of the Company. In addition, pursuant to the Note Purchase Agreement, the
Company's Board of Directors has increased the number of directors from seven to
eight, elected Messrs. Earl Gallegos and Brian McGowan as directors, and elected
Mr. McGowan as Chief Executive Officer. Messrs. Gallegos and McGowan are not
affiliates of SIL or Care.
Pursuant to Section 7.1 of the Note Purchase Agreement, the Company agreed
to exclusively negotiate with Tandem Capital, a wholly owned subsidiary of
Sirron Capital Corporation ("Tandem"), with respect to Tandem's providing
permanent financing until May 31, 1997. The Company will no longer be required
to so exclusively negotiate with Tandem if, prior to May 31, 1997, Tandem
withdraws from negotiating to provide permanent financing for the Company or the
Company determines in its reasonable opinion that Tandem is no longer actively
and in good faith negotiating to provide permanent financing for the Company.
If permanent financing arranged by Tandem closes on or prior to May 31, 1997,
the Company has agreed to cause (a) Alfred J. Moccia, Pamela J. Newman, Peter R.
Lasusa and Leonard Gubar to resign as directors of the Company; (b) Ian Meredith
(an officer and director of an affiliate of Care), an individual selected by
Tandem and an individual selected by the mutual agreement of the Purchasers (who
shall not be affiliated with any of SIL or AEIC) to be named to replace the
directors so resigning; and (c) the number of members constituting the Company's
Board of Directors shall be reduced from eight to seven.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b): The following sets forth the information required by Items
5(a) and (b):
SIL is the beneficial owner of 3,817,421 shares of the Company's Common
Stock, presently exercisable warrants to purchase 196,875 shares of Common Stock
and the right to convert the Note into 250,000 shares of Common Stock over which
SIL has sole voting and dispositive power. The total
Page 6 of 8 Pages
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number of shared of the Company's Common Stock beneficially owned by SIL is
4,264,296 shares, constituting 25.15% of the Company's Common Stock.
Care is the beneficial owner of 2,500,000 shares of the Company's Common
Stock, over which Care has sole voting and dispositive power. The 2,500,000
shares of Common Stock owned by Care constitute 15.15% of the issued and
outstanding shares of Common Stock.
(c) The only transactions in the Company's Common Stock effected by or for
SIL and Care within the last 60 days are:
1. The following transactions were recorded by SIL:
The purchase of the Note on March 14,1997 which gives SIL the
right to convert the Note into 250,000 shares of Common Stock
for $250,000.00.
2. The following transactions were recorded by Care:
None.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not Applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Note Purchase Agreement, dated as of March 14, 1997, by and
between the Company, SIL, AEIC and Benson (incorporated by
reference to Exhibit 99.2 to the Company's Report on Form
8-K dated March 14, 1997, and filed with the Commission on
March 21, 1997).
Page 7 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATE: March 14, 1997
SOFTWARE INVESTMENTS LIMITED
By: /s/ MARK JOHNSTON
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Director
CARE CORPORATION LIMITED
By: /s/ MARK JOHNSTON
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Director
Page 8 of 8 Pages
