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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )(1)
Altris Software, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
022091 10 2
- --------------------------------------------------------------------------------
(CUSIP Number)
Norman L. Smith
Solomon Ward Seidenwurm & Smith, LLP
401 B Street, Suite 1200
San Diego, CA 92101
(619) 231-0303
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 14, 1999
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 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(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
- ----------
(1) 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 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).
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CUSIP No. 022091 10 2 13D Page 2 of 6 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Spescom Limited
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
South Africa
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 2,000,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,000,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 022091 10 2 13D Page 3 of 6 Pages
________________________________________________________________________________
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement") relates to the common
stock, no par value per share (the "Common Stock"), of Altris Software, Inc., a
California corporation ("Altris"). The principal executive offices of Altris are
located at 9339 Carroll Park Drive, San Diego, California 92121.
________________________________________________________________________________
Item 2. Identity and Background.
The person filing this Statement is Spescom Limited, a company incorporated
in the Republic of South Africa ("Spescom"). Spescom's principal business and
principal office are located at Spescom Park, Corner of Alexandra Avenue and
Second Road, Halfway House, 1685 Midrand, South Africa. Spescom is a holding
company, which through its subsidiaries and joint venture companies, provides
communications and information technology solutions and applications.
(a)-(c); (f) The name, business address, present principal occupation or
employment, and the name and principal business of any corporation or other
organization in which such employment is conducted of each of the directors and
executive officers of Spescom is set forth in Schedule I hereto, which is
incorporated herein by reference. Each person listed in Schedule I hereto is a
citizen of South Africa.
(d)-(e) During the last five years, neither Spescom nor, to the knowledge
of Spescom, any of the persons listed on Schedule I hereto (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has 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.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
On May 14, 1999, Spescom acquired 2,000,000 shares of newly-issued Common
Stock of Altris (the "Shares") from Altris the ("Transaction"). Spescom paid
$1.8 million for the Shares out of the working capital of Spescom.
________________________________________________________________________________
Item 4. Purpose of Transaction.
Spescom acquired the Shares for investment purposes as a strategic
investment. In addition to the purchase of the Shares, as part of the agreement,
Spescom paid Altris an additional $1.0 million and invested $1.2 million
directly into Altris Software Ltd. ("ASL"), a subsidiary of Altris based in the
United Kingdom, for a 60% interest in of ASL. In conjunction with the agreement
Altris contributed $400,000 to ASL and retained a 40% ownership interest in ASL.
In addition, Altris entered into a distribution agreement with ASL which
grants ASL exclusive distribution rights for Altris's products world-wide
excluding North America, South America and the Caribbean. Under the distribution
agreement, the exclusivity is contingent on ASL meeting certain minimum royalty
commitments beginning in 2001. The agreement provides for a royalty to Altris on
sales of Altris's products by ASL equal to 50% of Altris's list price for such
products. ASL also entered into a distribution agreement with Spescom covering
the same territory, which provides that ASL will be Spescom's exclusive
distributor of EMS 2000, Spescom's configuration management (CM) product. In
addition, the agreement provides that Altris is Spescom's exclusive distributor
of EMS 2000 in North America, South America and the Caribbean.
<PAGE>
CUSIP No. 022091 10 2 13D Page 4 of 6 Pages
Other terms of the Transaction include:
o Altris agreed to include a nominee of Spescom in management's
slate of nominees to be elected to the board of directors and
to recommend to the stockholders the election of such nominee
(this right lasts for so long as Spescom retains a certain
percentage of its holdings in Altris);
o An additional 1,000,000 shares will be issued to Spescom if
court approval of the settlement of Altris's outstanding
securities litigation is not received, by September 30, 1999,
as anticipated;
o Altris used $200,000 of the proceeds from the transaction to
fund an escrow account which will remain in effect until the
second anniversary of the closing date for the purpose of
securing any obligations owed by Altris to Spescom under the
agreement;
o The shares of stock representing Altris's 40% interest in ASL
were pledged to Spescom to further secure the obligations of
Altris to Spescom, with such pledge not to extend beyond the
second anniversary of the closing date.
Except as described above, at the time of the Transaction, Spescom had no
plans or intentions which relate to or would result in any of the transactions
required to be described in Item 4 of Schedule 13D. Nevertheless, Spescom
intends to closely evaluate the performance of Altris and the Common Stock,
including, but not limited to, the continued analysis and assessment of Altris's
business, assets, operations, financial condition, capital structure, management
and prospects. Depending upon Altris's financial condition, results of
operations, future prospects and other factors which Spescom deems relevant,
Spescom may, and hereby reserves the right to, (i) acquire additional shares of
Common Stock of Altris or sell the shares Spescom owns, (ii) communicate with
other shareholders of Altris or persons who may desire to become shareholders of
Altris regarding the replacement of Altris's executive officers, members of the
Board of Directors of Altris, and/or other matters regarding the management and
operation of Altris, (iii) seek the removal of one or more members of Altris's
Board of Directors and/or executive officers, (iv) seek to amend the Articles of
Incorporation or By-laws of Altris to increase the size of the Board of
Directors, elect one or more designees to fill any resulting vacancies,
facilitate the removal of one or more directors and/or executive officers of
Altris, and/or for any other purpose, (v) solicit proxies, to be used at either
Altris's regular annual meeting or at a special meeting, or consents in lieu of
any such meeting, for the purposes described in (iii) and/or (iv) above or for
the election of one or more nominees of Spescom and/or such other shareholders
to the Board of Directors of Altris, (vi) seek to cause Altris to merge with or
into, consolidate with, transfer all or substantially all of its assets to, or
otherwise engage in any business combination with, one or more other parties
(whether or not affiliated with or otherwise related to Spescom), or (vii) take
such other action as Spescom may determine.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in Altris's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998, there were 9,614,663 shares of Altris
common stock issued and outstanding as of March 23, 1999. As of May 14, 1999,
Spescom beneficially owned an aggregate of 2,000,000 shares of Common Stock, or
17.2% of the issued and outstanding shares of Common Stock (after giving effect
to the issuance of the Shares).
Spescom has the sole power to vote or to direct the vote and the sole power
to dispose or to direct the disposition of all 2,000,000 shares of Common Stock
beneficially owned by it.
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CUSIP No. 022091 10 2 13D Page 5 of 6 Pages
During the sixty days preceding the Transaction, there were no transactions
in the shares of Common Stock, or securities convertible into or exchangeable
for shares of Common Stock, by Spescom or any person or entity controlled by
Spescom or any person or entity for which Spescom possesses voting control over
the securities thereof.
No other person is known by Spescom to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock beneficially owned by Spescom.
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The agreement between Spescom and Altris provides that an additional
1,000,000 shares of Altris will be issued to Spescom if court approval of the
settlement of Altris's outstanding securities litigation is not received by
September 30, 1999. As of May 14, 1999, there were no other contracts,
arrangements, understandings or relationships with respect to securities of
Altris.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
The following document is filed as an exhibit:
Agreement between Spescom Limited, Spescom CIT (Pty) Limited,
Altris Software, Inc., Altris International Limited, Altris Group
Plc, and Altris Software Limited, dated May 7, 1999.1/
- - -------------------
1/ Incorporated by reference to Altris's Current Report on Form 8-K dated
May 14, 1999.
________________________________________________________________________________
<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.
5 October 1999
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(Date)
/S/ HILTON ISAACMAN
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(Signature)
Hilton Isaacman, Director Corporate Finance
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(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
SPESCOM LIMITED
The name, present principal occupation or employment, and the name of any
corporation or other organization in which such employment is conducted, of each
of the directors and executive officers of Spescom Limited ("Spescom") is set
forth below. Each of the directors and executive officers is a citizen of the
South Africa. Unless otherwise indicated below, the business address of each
director and executive officer is Spescom Limited, Spescom Park, Corner of
Alexandra Avenue and Second Road, Halfway House, 1685 Midrand, South Africa.
Executive Directors
- -------------------
Name and Business Present Principal Occupation or Employment
- ----------------- ------------------------------------------
Tony Farah Chairman, Spescom Limited
Sipho Ndlovu Deputy Chairman, Spescom Limited
Peter Verwer Chief Executive Officer, Spescom Limited
Carl Mostert Chief Operating Officer, Spescom Limited
Johann Leitner Director of Strategic Planning, Spescom Limited
Hilton Isaacman Director of Corporate Finance, Spescom Limited
Viv Crone Group Technical Director, Spescom Limited
Non-Executive Directors
- -----------------------
Ken Baker International Marketing Consultant
Larry Kallmeyer Attorney with the firm of Kallmeyer and Strime
Israel Skosana Group Managing Director, SARHWU Investment Holdings
Sindi Mabaso Executive Director, SARHWU Investment Holdings
