Filed pursuant to Rule 424(b)(3)
Registration No. 333-6131
PROSPECTUS SUPPLEMENT
To Prospectus dated July 10, 1996
6,591,528 SHARES OF COMMON STOCK
COVER-ALL TECHNOLOGIES INC.
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This Prospectus Supplement relates to the resale by the holders named
herein (the "Selling Securityholders") of up to 206,512 shares of common stock,
par value $0.01 per share (the "Common Stock"), of Cover-All Technologies Inc.,
a Delaware corporation (the "Company" or "Cover-All"), issuable upon the
exercise of the "Additional Warrants." This Prospectus Supplement supplements
and amends information contained under the caption "Selling Securityholders" in
the Prospectus dated July 10, 1996 (the "Prospectus").
Software Investments Limited ("SIL") is listed in the Prospectus as a
selling securityholder of 196,875 Additional Warrants. As a result of the
issuance by the Company in March 1997 of $3,000,000 of 12 1/2% convertible
debentures due 2002 and pursuant to the anti-dilution provisions of the
Additional Warrants, the number of Additional Warrants owned by SIL increased to
206,152. In July 1997, SIL assigned its interest in an aggregate of 100,000
Additional Warrants to three entities: 25,000 Additional Warrants each to
Lawrence E. Liebross and Richard D. Royston, and 50,000 Additional Warrants to
Robinson-Humphrey Company, Inc.
This Prospectus Supplement amends and supplements the Selling
Securityholders table on page 18 to (i) list the three assignees of certain
Additional Warrants from SIL and (ii) amend the number of shares of Common Stock
registered for resale owned by SIL, after giving effect to the anti-dilution
provisions of the Additional Warrants and SIL's assignment of certain Additional
Warrants to the three assignees.
This Prospectus Supplement does not contain complete information about the
resale of the Common Stock by the Selling Securityholders. Additional
information is contained in the Prospectus. Investors are urged to read both
this Prospectus Supplement and the Prospectus in full. Sales of the Common Stock
may not be consummated unless the investor has received both this Prospectus
Supplement and the Prospectus.
INVESTORS SHOULD CAREFULLY CONSIDER THE INFORMATION SET FORTH UNDER THE
CAPTION "RISK FACTORS," INCLUDING THE RISKS RELATING TO HISTORICAL AND
ANTICIPATED OPERATING LOSSES AND NEGATIVE CASH FLOW, WHICH BEGINS ON PAGE 12 OF
THE PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is March 3, 1998
<PAGE>
SELLING SECURITYHOLDERS
SELLING SECURITYHOLDERS. The following table, which sets forth certain
information with respect to each Selling Securityholder (and indicates any
position, office or other material relationship with the Company that the
Selling Securityholder had within the past three years), amends and supplements
the list contained in the Prospectus to (i) identify certain persons who were
not originally included as Selling Securityholders in the Prospectus and (ii)
update and amend the information contained in the Prospectus with respect to
SIL.
<TABLE>
<CAPTION>
COMMON STOCK COMMON STOCK
OWNED SHARES OWNED
NAME OF SELLING SECURITYHOLDER PRIOR TO OFFERING OFFERED AFTER OFFERING
- ------------------------------ ----------------- ------- --------------
<S> <C> <C> <C>
Lawrence E. Liebross 25,000 25,000(1) 0
Richard D. Royston 25,000 25,000(1) 0
The Robinson-Humphrey Company, Inc. 50,000 50,000(1) 0
Software Investments Limited(2) 4,009,858(3) 4,009,858(3) 0
</TABLE>
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(1) Represents shares of Common Stock which may be acquired pursuant to the
exercise of Additional Warrants. See "Prospectus Summary--Recent
Developments."
(2) Both SIL and Care Corporation Limited ("Care") are British Virgin Islands
companies, and the executive director of both SIL and Care is Mark D.
Johnston. SIL is controlled by The Software Trust, a Jersey, Channel
Islands Discretionary Settlement, which owns all of the issued capital of
SIL as its sole asset. The Care Trust, a Jersey, Channel Islands
Discretionary Settlement, owns a majority interest in the issued capital of
Care as its sole asset. The beneficiaries of both The Software Trust and
The Care Trust are the family interests of Mark D. Johnston. Mr. Johnston
was elected a director of the Company in 1996 and named Chief Financial
Officer in 1997 on an interim basis until September 30, 1997 or until a
permanent replacement was appointed, whichever was earlier. In January
1998, a permanent replacement for Mr. Johnston as Chief Financial Officer
was appointed. Mr. Johnston was elected to the Board of Directors of the
Company pursuant to the terms of a Stock Purchase Agreement dated as of
March 31, 1996 among the Company, SIL and Care. The Company is required to
comply with the Stock Purchase Agreement 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. Under the Stock Purchase Agreement,
Mr. Johnston was elected as a director of the Company in the Class of 1996
as the designee of SIL and Care. The Company further agreed that a
designee, which may be Mr. Johnston or a successor designated by SIL and
Care, shall be included as one of management's nominees at each meeting of
stockholders, beginning with the 1996 Annual Meeting, and that if the
designee is not elected at the 1996 Annual Meeting or any subsequent annual
meeting called for the purpose of reelecting or electing such class of
directors, the Company shall, following such meeting, elect the designee to
serve for a period equal to the remainder of the term of such class of
directors and amend its By-Laws to create a vacancy, if required. Each
designee has all voting and other rights provided to directors of the
Company generally.
(3) Includes an aggregate of 106,152 shares of Common Stock which may be
acquired pursuant to the exercise of the Additional Warrants. See
"Prospectus Summary--Recent Developments."
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