<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6 )*
---
Cover-All Technologies, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
222892 10 1
-------------------------------------------------------
(CUSIP Number)
Randall G. Ray, Gardere Wynne Sewell LLP
--------------------------------------------------------------------------------
1601 Elm Street, Suite 3000, Dallas, Texas 75201, 214-999-3000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 11, 2000
-------------------------------------------------------
(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 Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 222892 10 1
------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
-------------------------------------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Software Investments Limited
-------------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
-------------------------------------------------------------------------------------------------------------
3. SEC Use Only
-------------------------------------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
-------------------------------------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
-------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization
British Virgin Islands
-------------------------------------------------------------------------------------------------------------
7. Sole Voting Power
1,795,116
NUMBER OF ---------------------------------------------------------------------------
SHARES 8. Shared Voting Power
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON
WITH 1,795,116
---------------------------------------------------------------------------
10. Shared Dispositive Power
0
-------------------------------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,795,116
-------------------------------------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
-------------------------------------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
11.7%
-------------------------------------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
-------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2 of 13 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 222892 10 1
------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
-------------------------------------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Care Corporation Limited
-------------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
-------------------------------------------------------------------------------------------------------------
3. SEC Use Only
-------------------------------------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
-------------------------------------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
-------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization
British Virgin Islands
-------------------------------------------------------------------------------------------------------------
7. Sole Voting Power
0
NUMBER OF ---------------------------------------------------------------------------
SHARES 8. Shared Voting Power
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON
WITH 0
---------------------------------------------------------------------------
10. Shared Dispositive Power
0
-------------------------------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
-------------------------------------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
-------------------------------------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0%
-------------------------------------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
-------------------------------------------------------------------------------------------------------------
</TABLE>
Page 3 of 13 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 222892 10 1
------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
-------------------------------------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Vault Management Limited
-------------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
-------------------------------------------------------------------------------------------------------------
3. SEC Use Only
-------------------------------------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
-------------------------------------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
-------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
-------------------------------------------------------------------------------------------------------------
7. Sole Voting Power
1,280,000
NUMBER OF ---------------------------------------------------------------------------
SHARES 8. Shared Voting Power
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON
WITH 1,280,000
---------------------------------------------------------------------------
10. Shared Dispositive Power
0
-------------------------------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,280,000
-------------------------------------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
-------------------------------------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
8.1%
-------------------------------------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
-------------------------------------------------------------------------------------------------------------
</TABLE>
Page 4 of 13 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 222892 10 1
------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
-------------------------------------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. Of above Persons (Entities Only).
Mark D. Johnston
-------------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
-------------------------------------------------------------------------------------------------------------
3. SEC Use Only
-------------------------------------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
-------------------------------------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
-------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Australia
-------------------------------------------------------------------------------------------------------------
7. Sole Voting Power
3,280,116
NUMBER OF ---------------------------------------------------------------------------
SHARES 8. Shared Voting Power
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON
WITH 3,280,116
---------------------------------------------------------------------------
10. Shared Dispositive Power
0
-------------------------------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,280,116
-------------------------------------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
-------------------------------------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
20.3%
-------------------------------------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
-------------------------------------------------------------------------------------------------------------
</TABLE>
Page 5 of 13 Pages
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Amendment No. 6 ("Amendment No. 6" ) to the Statement on Schedule
13D dated as of August April 3, 1996 (the "Statement"), as amended by Amendment
No. 1 to the Statement dated as of April 30, 1996, Amendment No. 2 to the
Statement dated as of March 14, 1997, Amendment No. 3 to the Statement dated as
of March 31, 1997, Amendment No. 4 dated as of May 15, 1998, and Amendment No. 5
dated as of May 18, 1998, is being filed to reflect the change in the 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"), which has its principal
offices at 18-01 Pollitt Drive, Fair Lawn, New Jersey 07410, beneficially owned
by Software Investments Limited ("SIL"), Care Corporation Limited ("Care"),
Vault Management Limited ("Vault"), and Mark D. Johnston.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b) and (c): The following sets forth the information required by
Items 2(a), (b) and (c):
1. SIL, a British Virgin Islands corporation, is
principally engaged in the investment business. As of
October 19, 2000, Mark D. Johnston is the holder of
all the capital stock of SIL as the result of a
distribution from Mirror Trust, a Jersey
Discretionary Trust ("Mirror Trust"), the trustee of
which is Lambert Company Limited, a British Virgin
Islands corporation ("Lambert"), to the Bradbury
Trust No. 7 ("Bradbury Trust") and the distribution
from Bradbury Trust to Mark D. Johnston as its sole
beneficiary. In addition, as of October 19, 2000,
Mark D. Johnston is the sole director of SIL. Mark
D. Johnston is a director, the Chairman of the Board,
and the Interim Chief Financial Officer of the
Company.
The business address of SIL is Abbot Building, P.O.
Box 3186, Main Street, Road Town, Tortola, British
Virgin Islands. Mark D. Johnston's business address
is P.O. Box 839, St. Helier, Jersey, Channel Islands,
JE49NZ.
2. Care, a British Virgin Islands corporation, is
principally engaged in the investment business. As of
October 19, 2000, Care is majority owned (64.86%) by
Mark D. Johnston as the result of a distribution from
Mirror Trust to Bradbury Trust and the distribution
from Bradbury Trust to Mark D. Johnston as its sole
beneficiary. In addition, as of October 19, 2000,
Mark D. Johnston is the sole director of Care.
Anglo-Adriatic Corporation, a British Virgin Islands
corporation, owns a 22% interest in Care.
Anglo-Adriatic Corporation is controlled by the BVI
Beaver Trust for the benefit of the children of Ian
J. Meredith, a director of the Company. The trustee
of the BVI Bearer Trust is First Island Trustees
Limited. The BVI Bearer Trust, First Island Trustees
Limited, and Ian J. Meredith disclaim beneficial
ownership of the shares of the Company's Common Stock
owned by Care.
The business address of Care is Abbot Building, P.O.
Box 3186, Main Street, Road Town, Tortola, British
Virgin Islands. Mark D. Johnston's business address
is P.O. Box 839, St. Helier, Jersey, Channel Islands,
JE49NZ.
3. Vault, a British Virgin Islands corporation, is
principally engaged in the investment business. Vault
is making its investment in the Company in its
capacity as trustee
Page 6 of 13 Pages
<PAGE>
of The Vault Trust, a British Virgin Islands trust
("Vault Trust"). Vault is owned 100% by Mark D.
Johnston. The directors of Vault are Mark D. Johnston
and Deborah Frances Johnston, the wife of Mark D.
Johnston. The beneficiaries of the Vault Trust are
Mark D. Johnston, Deborah Frances Johnston, and Mark
D. Johnston's children.
The business address of Vault is Citco Building,
Wickhams Cay, P.O. Box 662 Road Town, Tortola,
British Virgin Islands. Mark D. Johnston's business
address is P.O. Box 839, St. Helier, Jersey, Channel
Islands, JE49NZ.
4. Mark D. Johnston, an individual, is the sole director
and shareholder of SIL, the sole director and
majority shareholder of Care, one of the two
directors of Vault, and the sole shareholder of
Vault. Mark D. Johnston is a director, the Chairman
of the Board, and the Interim Chief Financial Officer
of the Company, which is located at 18-01 Pollitt
Drive, Fair Lawn, New Jersey 07410.
Mark D. Johnston's business address is P.O. Box 839,
St. Helier, Jersey, Channel Islands, JE49NZ.
(d) None of SIL, Care, Vault, Mark D. Johnston, or the directors
or executive officers of SIL, Care, or Vault has, during the
last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of SIL, Care, Vault, Mark D. Johnston, or the directors
or executive officers of SIL, Care, or Vault 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) Mark D. Johnston is a citizen of Australia and a resident of
Monaco. Deborah Frances Johnston is a citizen of Great Britain
and a resident of Monaco. Neither SIL, Care, nor Vault have
separate executive officers.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the filing of this Amendment No. 6, SIL beneficially owns
1,795,116 shares of Common Stock, consisting of 1,688,964 shares and warrants to
purchase 106,152 shares (with an adjusted exercise price of $1.91 per share and
expiring on March 30, 2001) owned of record. SIL originally purchased 1,412,758
shares of Common Stock at a price of $2.00 per share, or an aggregate purchase
price of $2,825,516, and warrants to purchase 196,875 shares of Common Stock at
a price of $1.00 per warrant, or an aggregate price of $196,875, pursuant to a
Stock Purchase Agreement dated as of March 31, 1996, by and among the Company,
SIL and Care ("SIL/Care Stock Purchase Agreement"). The closing of the
transactions contemplated by the SIL/Care Stock Purchase Agreement was completed
on April 3, 1996. In addition, pursuant to the exercise of repurchase rights
granted in the SIL/Care Stock Purchase Agreement, SIL purchased 1,628,101 shares
of 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 SIL/Care Stock Purchase Agreement, SIL
purchased warrants to purchase 776,562 shares of Common Stock at a price of
$1.00 per warrant, or an aggregate purchase price of $776,562. On May 6, 1996,
Page 7 of 13 Pages
<PAGE>
SIL exercised such warrants and purchased 776,562 shares of 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 shares of Common Stock and warrants came from available
working capital and/or available cash on hand of SIL.
Until January 16, 2001, Care beneficially owned 2,500,000 shares of
Common Stock, consisting of 2,500,000 shares owned of record, which were
originally issued to Care pursuant to the SIL/Care Stock Purchase Agreement in
exchange for an exclusive license to certain software of 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"). Pursuant to an Exclusive Software License Repurchase Agreement
dated as of March 31, 1998, by and among the Company, a wholly owned subsidiary
of the Company, Care, and SIL, Care repurchased such software license in
consideration of the repurchase price of $5,000,000, consisting of $500,000 in
cash and $4,500,000 evidenced by a promissory note from Care to the Company
secured by a pledge of shares of Common Stock ("Secured Promissory Note"). The
Secured Promissory Note and related Pledge Agreement were subsequently amended
(as amended, the "Pledge Agreement") so that the maximum number of shares of
Common Stock that Care is required to pledge as collateral was capped at
2,500,000. Care has made cash payments to the Company totaling $2,750,000 under
the Secured Promissory Note.
Care did not make a scheduled payment of $250,000 to the Company under
the Secured Promissory Note that was due on December 31, 2000. On January 3,
2001, Care received notice of the payment default from the Company. In the
notice, the Company gave Care ten days from receipt of the notice, or until
January 13, 2001, to cure the default by making the past due payment. Under the
terms of the Pledge Agreement, upon the occurrence and during the continuance of
an event of default under the Secured Promissory Note, which includes the
failure to make a payment when due, upon at least ten days notice the Company
may foreclose upon the pledged shares of Common Stock and hold them for public
or private sale. Care determined not to cure the default and to allow the
Company to foreclose upon the pledged shares of Common Stock. The Company has
now foreclosed upon the pledged shares and intends to hold them as treasury
shares thus reducing the number of outstanding shares as of January 16, 2001.
Accordingly, as of the filing of this Amendment No. 6, Care owns no shares of
Common Stock.
As of the filing of this Amendment No. 6, Vault beneficially owns
1,280,000 shares of Common Stock, consisting of 640,000 shares and warrants to
purchase 640,000 shares owned of record, which were purchased pursuant to a
Stock Purchase Agreement dated as of June 9, 2000, by and between the Company
and Vault ("Vault Stock Purchase Agreement"). The Vault Purchase Agreement
provides for a minimum of $400,000 and a maximum of $1,000,000 investment in the
Company by Vault. Under the terms of the Vault Stock Purchase Agreement, Vault
purchases 320,000 units (each a "Unit") on each of June 9, 2000, and June 23,
2000, at a purchase price per Unit of $0.625, or an aggregate purchase price of
$400,000. Each Unit consisted of 1 share of Common Stock and 1 warrant to
purchase a share of Common Stock. Each warrant has an exercise price of $0.625
per share, and shall, if unexercised, expire five years after the date of its
issuance. Additionally, pursuant to the Vault Stock Purchase Agreement, Vault
had the right to purchase additional Units on each of August 31, 2000, October
31, 2000, and November 30, 2000, for up to an additional 960,000 Units, which it
did not exercise. The funds used to acquire the shares of Common Stock and
warrants came from available working capital and/or available cash on hand of
Vault.
As of the filing of this Amendment No. 6, Mark D. Johnston beneficially
owns 3,280,116 shares of Common Stock, consisting of the shares discussed above
in this Item 3, options to purchase 10,000 shares of Common Stock at an exercise
price of $4.50 per share that are presently exercisable and expire on March
Page 8 of 13 Pages
<PAGE>
15, 2001, and options to purchase 195,000 shares of Common Stock at an exercise
price of $2.00 per share that are presently exercisable and expire on June 13,
2002.
ITEM 4. PURPOSE OF TRANSACTION.
The reporting persons are holding their shares of Common Stock for
investment. The reporting persons that continue to own shares of Common Stock
have no present intention to transfer any of the shares of Common Stock held by
them. SIL, Vault, and Mark D. Johnston intend to be long-term holders of the
Common Stock.
Such reporting persons 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 change
of the Company's business, corporate structure, capitalization, dividend policy,
or certificate of incorporation; or to delist or terminate the registration of
any securities of the Company; but reserve the right to propose or undertake or
participate in any of the foregoing actions in the future.
Pursuant to Section 9.1 of the SIL/Care Stock Purchase Agreement, the
Company shall take all necessary action to cause a designee of SIL and Care
("Care Designee") which may be Mark D. Johnston or a successor designated to the
Company by SIL and Care to 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. If the Care Designee is not elected at or any
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. 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 required to comply with Section 9.1 of the SIL/Care 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. Mark D. Johnston
was first elected as a Director of the Company effective April 16, 1996.
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 record and beneficial owner of 1,688,964 shares of Common
Stock and presently exercisable warrants to purchase 106,152 shares of Common
Stock over which SIL has sole voting and dispositive power. The total number of
shares of Common Stock beneficially owned by SIL is 1,795,116 shares,
constituting 11.7% of Common Stock.
Care is the record and beneficial owner of no shares of Common Stock.
Vault is the record and beneficial owner of 640,000 shares of Common
Stock and presently exercisable warrants to purchase a total of 640,000 shares
of Common Stock over which Vault has sole voting and dispositive power. The
1,280,000 shares of Common Stock beneficially owned by Vault constitute 8.1% of
the issued and outstanding shares of Common Stock.
Page 9 of 13 Pages
<PAGE>
As the sole director and shareholder of SIL, one of the two directors
of Vault, and the sole shareholder of Vault, Mark D. Johnston is the beneficial
owner of an aggregate of 2,328,964 shares of Common Stock and presently
exercisable warrants to purchase an aggregate of 746,152 shares of Common Stock,
which shares and warrants are held of record by SIL and Vault, respectively, as
reflected above. As the sole director and shareholder of SIL, one of the two
directors of Vault, and the sole shareholder of Vault, Mark D. Johnston is able
to control the exercise of voting and dispositive power by SIL and Vault.
Mark D. Johnston also holds presently exercisable options to purchase
10,000 shares of Common Stock at an exercise price of $4.50 per share pursuant
to the Company's 1994 Stock Option Plan for Independent Directors, which expire
on April 15, 2001, and presently exercisable options to purchase 195,000 shares
of Common Stock at an exercise price of $2.00 per share pursuant to the
Company's 1995 Employee Stock Option Plan, which expire on June 13, 2002.
The aggregate of 3,280,116 shares of Common Stock beneficially owned by
Mark D. Johnston constitute 20.3% of the issued and outstanding shares of Common
Stock.
(c) The only transactions in the Company's Common Stock
effected by or for SIL, Care, Vault, or Mark D. Johnston since the filing of
Amendment No. 5 to the Statement or during the past sixty days are:
1. The following transactions were effected by SIL:
On January 11, 2000, SIL transferred 878,342 shares
of Common Stock in connection with certain
obligations of Care arising under Convertible
Promissory Notes ("Convertible Notes").
On September 30, 1998, Care borrowed a total of
$560,000 from a group of persons and entities
affiliated with Paradigm Group, L.L.C., in exchange
for the Convertible Notes. Pursuant to the
Convertible Notes issued by Care to each of these
persons and entities, each holder of a Convertible
Note had the right to convert the principal and
accrued and unpaid interest thereunder into Common
Stock, which would be transferred by Care to the
holder. The right to convert was exercisable any time
between December 14, 1998, and September 30, 2000.
The Convertible Notes bore interest at 9% per year,
required quarterly payments of accrued and unpaid
interest, and required payment of the principal
balance on September 30, 2000, if not earlier
converted. In connection with this financing, Care
also granted each of these persons and entities an
option to acquire additional Common Stock, which
would be transferred by Care to the holder. The
options were exercisable for a two-year period
beginning on September 30, 1998. The obligations
under the Convertible Notes and the stock options to
transfer Shares were solely Care's obligations.
In December 1999, the holders of the Convertible
Notes exercised their right to convert all
outstanding principal and accrued interest, a total
of $622,161, into an aggregate of 878,342 shares of
Common Stock and cash of $4,512.17 in lieu of
fractional shares. However, at the time the Note
holders exercised their conversion rights, all shares
of Common Stock owned by Care were pledged to the
Company to secure payment of the Secured Promissory
Note. Therefore, SIL elected, on behalf of Care, to
transfer 878,342 shares of Common Stock to the
converting
Page 10 of 13 Pages
<PAGE>
holders of the Convertible Notes. The options were
not exercised on or before September 30, 2000.
As a result of the issuance by the Company of shares
of Common Stock and warrants to purchase Common Stock
pursuant to the transaction described in Note 4
above, the antidilution provisions of the warrants
SIL holds to purchase Common Stock require an
adjustment to the number and exercise price of such
warrants, with respect to which SIL has not yet
received notice from the Company.
2. The following transactions were reported by Care:
See the second and third paragraphs of Item 3 of this
Amendment No. 6
3. The following transactions were reported by Vault:
See the fourth paragraph of Item 3 of this Amendment
No. 6.
4. The following transactions were reported by Mark. D.
Johnston:
None.
(d) Not applicable.
(e) Woodcombe Limited, an Isle of Man company ("Woodcombe"), is no
longer identified as a reporting person in the Statement,
since on December 31, 2000, it sold its 330,000 shares of
Common Stock to an Australian company. As of September 22,
2000, Mark D. Johnston was appointed as a director of
Woodcombe, but on January 9, 2001, resigned as a director.
Mark D. Johnston has no interest in or association with the
buyer of the shares of Common Stock previously owned by
Woodcombe.
Care ceased to be a reporting person on January 16, 2000, as a
result of the foreclosure by the Company of the shares of
Common Stock formerly owned by Care. See the second and third
paragraphs of Item 3 of this Amendment No. 6.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement Regarding Filing of Schedule 13D (filed herewith).
2. Stock Purchase Agreement dated as of June 9, 2000, by and
between the Company and Vault (incorporated by reference to
Exhibit 10(p)(2) to the Company's Quarterly Report on Form
10-Q/A for the quarter ended June 30, 2000, and filed with the
Commission on August 24, 2000).
Page 11 of 13 Pages
<PAGE>
3. Letter Agreement, dated as of June 9, 2000, from the Company
amending Secured Promissory Note of Care, dated as of March
31, 1998 (incorporated by reference to Exhibit 10(l)(8) to the
Company's Quarterly Report on Form 10-Q/A for the quarter
ended June 30, 2000, and filed with the Commission on August
24, 2000).
4. Letter Agreement amending Secured Promissory Note of Care,
dated as of September 29, 1999, and Pledge Agreement, by and
between Care and the Company, dated as of March 31, 1998
(incorporated by reference to Exhibit 10(ee) to the Company's
Quarterly Report on Form 10-Q for the quarter ended on
September 30, 1999, and filed with the Commission on November
15, 1999).
5. Amendment to Pledge Agreement, dated as of November 12, 1999,
by and between Care and the Company (incorporated by reference
to Exhibit 10(ff) to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999, and filed with
the Commission on November 15, 1999).
6. Convertible Promissory Note dated September 30, 1998, from
Care in favor of Paradigm Group, L.L.C., in the original
principal amount of $200,000 (as form of) (incorporated by
reference to Exhibit 4 to Amendment No. 5 to the Statement).
7. Stock Option Agreement dated as of September 30, 1998, by and
among Paradigm and Care (as form of) (incorporated by
reference to Exhibit 5 to Amendment No. 5 to the Statement).
8. Secured Promissory Note, dated March 31, 1998, by and between
the Company, as Holder, and Care, as Payor (incorporated by
reference to Exhibit 10(bb)(ii) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1997, and filed
with the Commission on March 31, 1998).
9. Pledge Agreement dated as of March 31, 1998, by and between
Care and the Company (incorporated by reference to Exhibit
10(bb)(iii) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1997, and filed with the
Commission on April 1, 1998).
10. Stock Purchase Agreement dated as of March 31, 1996, by and
among the Company, SIL, and Care (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K dated
March 28, 1996, and filed with the Commission on April 8,
1996).
Page 12 of 13 Pages
<PAGE>
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: January 18, 2001
SOFTWARE INVESTMENTS LIMITED
By: /s/ MARK D. JOHNSTON
----------------------------
Director
CARE CORPORATION LIMITED
By: /s/ MARK D. JOHNSTON
----------------------------
Director
VAULT MANAGEMENT LIMITED
By: /s/ MARK D. JOHNSTON
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Director
/s/ MARK D. JOHNSTON
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Mark D. Johnston
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