PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(3)
To Prospectus dated July 10, 1996 Registration No.
333-6131
6,591,528 SHARES OF COMMON STOCK
COVER-ALL TECHNOLOGIES INC.
_____________________
This Prospectus Supplement relates to the resale by the holders named
herein (the "Selling Securityholders") of up to 2,673,458 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").
This Prospectus Supplement supplements and amends information contained under
the captions "Selling Securityholders" and "Plan of Distribution" in the
Prospectus dated July 10, 1996, as supplemented and amended to date (the
"Prospectus").
On September 30, 1998, Care Corporation Limited ("Care") borrowed a
total of $560,000 from the persons and entities listed below as Selling
Securityholders (other than Software Investments Limited ("SIL"), one of the
Selling Securityholders under this Prospectus and an affiliate of Care).
Pursuant to the Convertible Promissory Note issued by Care to each of
these persons and entities, the holder of the note had the right to convert
the principal and accrued and unpaid interest thereunder into shares of
Common Stock, which would be transferred by Care or an affiliate of Care to
the holder. The right to convert may be exercised any time beginning
December 14, 1998, and continuing through September 30, 2000. The notes each
bear interest at 9% per year, require quarterly payments of accrued and unpaid
interest, and require payment of the principal balance on September 30, 2000,
if not earlier converted.
On December 13, 1999, each of the holders of the note exercised its
right to convert all outstanding principal and accrued interest, a total of
$622,161.00, into shares of Cover-All Common Stock. Because all shares of
Cover-All Common Stock owned by Care are currently pledged to the Company,
SIL has elected, on behalf of Care, to transfer shares it owns of Cover-All
Common Stock to the converting noteholders (the "Transferees").
To reflect these transfers and to update the Prospectus, this
Prospectus Supplement amends and supplements (1) the Selling Securityholders
table under the caption "Selling Securityholders" to reflect these transfers
by adding each of the Transferees and amending and updating the entry for SIL
to reflect the transfer of such shares, and (2) the information contained
under the caption "Plan of Distribution" by deleting certain information
added in the Prospectus Supplement, dated December 14, 1998, from the end of
such section.
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.
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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 January 26, 2000.
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The following table and related disclosure, which sets forth certain information
with respect to each Selling Securityholder, amends and supplements the list
contained in the Prospectus to (i) add each of the Transferees and (ii) amend
and update the entry for SIL to reflect the transfer of the shares it owned of
Cover-All common stock to the Transferees.
SELLING SECURITYHOLDERS
COMMON COMMON
NAME OF STOCK OWNED SHARES STOCK OWNED
SELLING SECURITYHOLDER PRIOR TO OFFERING OFFERED AFTER OFFERING
______________________ _________________ _______ ______________
Software Investments Limited (1) 1,795,116 1,795,116 0
Joseph A. Rosin 313,694 313,694 0
Paradigm Group, L.L.C. 313,694 313,694 0
Randall S. Goulding 15,685 15,685 0
Pochter Family Limited Partnership 50,975 50,975 0
Rodney Zech 3,921 3,921 0
Jerome P. Seiden 78,433 78,423 0
Marshall Katzman 23,527 23,527 0
Horberg Trust 78,423 78,423 0
_____________________
(1) The shares shown for Software Investments Limited include an aggregate of
106,152 shares issuable upon exercise of the Additional Warrants. See
"Prospectus Summary-Recent Developments."
The Mirror Trust, a Jersey Discretionary Settlement, owns a majority interest
in the issued capital of both SIL and Care. The ultimate beneficiaries of the
Mirror Trust are the Johnston family interests, one of whom, Mark D.
Johnston, is the chairman of the board of directors of the Company. Mr.
Johnston is an executive director of Care and SIL. In March 1997, Mark D.
Johnston was appointed Chief Financial Officer of the Company on an interim
basis and served in such a capacity until January 22, 1998. In November 1999,
Mr. Johnston was appointed Chairman of the board of directors and Interim
Chief Executive Officer of the Company. Mr. Johnston remained the Chief
Executive Officer until December 21, 1999. Mr. Johnston was paid approximately
$58,000 for services and expenses in 1999.
Ian J. Meredith, a director of the Company, is also a director of Care. A
company owned by a trust for the benefit of Mr. Meredith's children owns a
minority interest in the issued capital of Care. Mr. Meredith has no
ownership and exercises no control with respect to such company.
Earl Gallegos, a director of the Company, is also a principal shareholder of
Earl Gallegos Management, LLC, which provides management consulting services
to businesses. Earl Gallegos Management, LLC has been a consultant for Care
Systems Corporation, a Delaware corporation and a Care affiliate ("CSC"), for
the last two years with regard to project management in connection with CSC's
contract for technology services to the Bureau of Workers' Compensation for
the State of Ohio. Additionally, effective August 1, 1998, Earl Gallegos
Management, LLC was requested to provide consulting services for the overall
management of CARE Information Services, a division of Care. This engagement
ended on February 10, 1999. Separately, pursuant to the Consulting Agreement,
dated as of April 29, 1997, between the Company and Earl Gallegos Management,
LLC, the Company engaged Mr. Gallegos as a consultant for the 10-month period
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of March 1997 to January 1998. Under this Consulting Agreement, in March
1997, the Company granted Mr. Gallegos' firm 250,000 options to purchase the
Company's common stock at $1.25 per share and granted Mr. Gallegos' firm a
bonus of 250,000 options to purchase the Company's common stock at $1.25 per
share in March 1997. The Company did not grant Mr. Gallegos' firm any options
to purchase the Company's common stock in the 1998 fiscal year. Pursuant to a
Consulting Agreement, dated as of October 26, 1998, between the Company and
Earl Gallegos Management, LLC, the Company engaged Earl Gallegos Management,
LLC for a one year period to provide project management services for one of
the Company's TAS 2000 customers. Pursuant to this Consulting Agreement, the
Company paid Mr. Gallegos' firm $1,100 per day plus expenses.
PLAN OF DISTRIBUTION
The information which was added to the Prospectus pursuant to the
December 14, 1998 Prospectus Supplement, which was contained under the
caption "Plan of Distribution", is hereby deleted in its entirety.
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