UNITED STATES
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): January 17, 2001
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COVER-ALL TECHNOLOGIES INC.
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(Exact name of Registrant as Specified in its Charter)
Delaware 0-13124 13-2698053
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
18-01 Pollitt Drive, Fair Lawn, New Jersey 07410
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (201) 794-4800
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
In a press release dated January 16, 2001, Cover-All Technologies Inc.
(the "Company") announced that Care Corporation Limited has defaulted on its
obligation to pay to the Company its semi-annual principal payment owed under
its promissory note dated March 31, 1998. Care failed to make the scheduled
payment of $250,000 and, accordingly, the Company has exercised its right to
accelerate all remaining amounts due under the note, which totals $2,250,000.
The Pledge Agreement between the Company and Care provides that in the event of
a default by Care, the Company may only look to and proceed against for payment
Care's 2,500,000 shares of the Company's common stock, $.01 par value per share,
pledged to and held by the Company as collateral on the Care note. In addition,
the Company announced that, pursuant to the Pledge Agreement, the Company on
January 16, 2001 transferred and is registering in its name the 2,500,000 shares
of the Company's common stock owned by Care.
Mark Johnston, the Company's Chairman and Interim Chief Financial Officer,
is an executive director of Care and owns a majority of the interests in Care.
Care was the Company's single largest shareholder at the time of the default.
Mr. Johnston, through the trusts Software Investments Limited and Vault
Management Limited, continues to control the largest number of shares of the
Company's common stock.
The balance of the undiscounted Care note at December 31, 2000 was
$2,250,000, of which $1,250,000 was classified as currently due. The discounted
long-term portion of the Care note at December 31, 2000 of $1,000,000 was
$824,551, net of unearned interest of $175,449. As a result of Care's default,
the Company will write off the undiscounted current and discounted long-term
portions of the Care note for these amounts. The Company will record the
2,500,000 shares of its common stock received from Care as treasury stock valued
at approximately $675,000 based upon the market price of the shares on January
16, 2001. The difference between the value of treasury stock and the
undiscounted current and discounted long-term portions of the Care note will be
recorded as loss of approximately $1,400,000 in the fourth quarter of 2000. By
taking back from Care the 2,500,000 shares of the Company's common stock pledged
under the note, the Company will also have reduced its total shares outstanding
by 2,500,000.
A copy of the release is attached.
Item 7. Exhibits.
(c) Exhibits.
99.1 Press Release, dated January 16, 2001.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COVER-ALL TECHNOLOGIES INC.
Date: January 17, 2001 By: /s/ John Roblin
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John Roblin, President and Chief Executive
Officer
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