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 19, 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.)
Item 4. Changes in Registrant's Certifying Accountants
At a meeting held on August 4, 1997, the Board of Directors of the
Company approved the engagement of Moore Stephens P.C. as its independent
auditors for the fiscal year ending December 31, 1997 to replace Ernst & Young
LLP, who were dismissed as auditors of the Company effective August 4, 1997.
Proposals for performing the audit services were received from both firms, and
the change was made for cost-saving reasons. The members of the Company's audit
committee approved the change.
The reports of Ernst & Young LLP on the Company's financial
statements for the past two fiscal years did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
In connection with the audits of the Company's financial
statements for each of the two fiscal years ended December 31, 1995 and 1996,
and in the subsequent interim period, there were no disagreements with Ernst &
Young LLP on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope and procedures which, if not resolved to
the satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to
make reference to the matter in their report.
The Company has requested Ernst & Young LLP to furnish it a
letter addressed to the Commission stating whether it agrees with the above
statements. A copy of that letter, dated August 11 , 1997, is filed as Exhibit 1
to this Form 8-K.
Item 5. Other Events
On June 19, 1997, Cover-All Technologies 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 14,043,628 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 83% 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 April 28, 1997.
Two proposals were voted on at the Annual Meeting. The first
proposal was for the election of one of the five directors of the Board of
Directors. The nominee was Brian Magowan, who was elected by approximately 95%
of the total votes cast.
The second proposal voted on at the Annual Meeting was to
approve the adoption by the Board of Directors of an amendment to the Company's
1995 Employee Stock Option Plan (the "Plan" ) to increase the aggregate number
of shares of Common Stock reserved for grant under the Plan from 600,000 to
2,000,000 and expand the eligibility requirements to receive grants under the
Plan to include non-employee directors and consultants of the Company. If
approved, the Company will cease granting options under the KESO plan, under
which 279,938 shares of its Common Stock were available for grant on the Record
Date. This proposal was approved by holders of 8,664,565 shares of Common Stock
outstanding on the Record Date, which represented 88% of the votes cast by proxy
or in person at the meeting.
At the Organizational Board Meeting immediately following the
Annual Meeting, the Board of Directors made no change in the executive officers
of the Company.
Item 7. Financial Statements and Exhibits.
The following exhibits are filed as a part of this report.
(c) Exhibits:
99.1 Letter from Ernst & Young LLP, dated August 11, 1997
<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.
By:____________________________
Name: Brian Magowan
Title: Chairman and Chief
Executive Officer
Dated: August 11,
1997
<PAGE>
EXHIBIT INDEX
Exhibit Description
- - ------- -----------
99.1 Letter from Ernst & Young LLP, dated August 11, 1997
August 11, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read item 4 Form 8-K dated August 11, 1997, of Cover-All
Technologies, Inc. and are in agreement with the statements contained in the
second and third paragraphs on page one thein. We have no basis to agree or
disagree with other statements of the registrant contained therein.
/s/ Ernst & Young LLP
------------------------------------
Ernst & Young LLP
