<PAGE>
REGISTRATION NO. [________]
SECURITIES AND EXCHANGE COMMISSION
----------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DELPHI INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0021975
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3501 Algonquin Road, Suite 500
Rolling Meadows, Illinois 60008
(847)506-3100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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James A. Harsch, Vice President and Chief Financial Officer
Delphi Information Systems, Inc.
3501 Algonquin Road, Suite 500
Rolling Meadows, Illinois 60008
(847)506-3100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of communications to:
W. Brinkley Dickerson, Jr.
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606-6473
(312)876-1000
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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<TABLE>
<CAPTION>
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Calculation of Registration Fee
Title of each class of Proposed maximum offering Proposed maximum aggregate
securities Amount to price per share (1) offering price (1) Amount of
to be registered be registered registation fee
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<S> <C> <C> <C> <C>
Common Stock,
par value 28,321,060 15/16 $26,550,993.75 $9,155.52
$.10 per share shares
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee under
Rule 457(c) on the basis of the average of the high and low sale prices
reported on NASDAQ on September 24, 1996.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
28,321,060 SHARES
DELPHI INFORMATION SYSTEMS, INC.
COMMON STOCK
Par Value $.10 Per Share
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This prospectus relates to the resale by certain stockholders (the "Selling
Stockholders") of up to 15,121,060 shares (the "Resale Shares") of Common Stock,
par value $.10 per share (the "Common Stock"), which currently are outstanding,
up to 12,200,000 shares (the "Redeemable Warrant Shares") of Common Stock
issuable on exercise of Redeemable Warrants (the "Redeemable Warrants"), and up
to 1,000,000 shares (the "Agent Warrant Shares," and together with the Resale
Shares and the Warrant Shares, the "Shares") of Common Stock issuable upon
exercise of warrants issued to the Company's placement agent in a private
placement (the "Agent Warrant," and together with the Redeemable Warrant, the
"Warrants"). Each Redeemable Warrant allows the holder to purchase one share of
Common Stock at an exercise price of $1.50 per share. Each Agent Warrant allows
the holder to purchase one share of Common Stock at an exercise price of $1.00
per share. The Company will not receive any of the proceeds from the sales of
the Resale Shares, but will receive the entire exercise price upon exercise of
the Warrants.
The offering price for sales of Resale Shares will be established by the
holders of those Shares as they see fit. The exercise price for the Warrants
were established at the time of their issuance.
The total expenses of this registration (excluding commissions, if any) are
estimated at $35,000. The Company will pay all such expenses.
The Common Stock is traded on the NASDAQ SmallCap Market under the symbol
"DLPH." The closing market price of the Common Stock on September __, 1996, was
$_____.
THE SHARES ARE HIGHLY SPECULATIVE, INVOLVE A HIGH DEGREE OF RISK AND
SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. PROSPECTIVE PURCHASERS OF THE SHARES SHOULD CAREFULLY CONSIDER
THE FACTORS SET FORTH UNDER "RISK FACTORS," AS SET FORTH ON PAGES 3 THROUGH 7.
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES COVERED BY THIS
PROSPECTUS IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE FACTS HEREIN SET FORTH SINCE THE DATE HEREOF;
HOWEVER, IN THE EVENT OF ANY MATERIAL ADVERSE OR FUNDAMENTAL CHANGE, THIS
PROSPECTUS WILL BE AMENDED OR SUPPLEMENTED TO REFLECT SUCH CHANGE.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is September __, 1996.
<PAGE>
TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
COMPANY REPORTS TO SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . . . 1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
DETERMINATION OF OFFERING PRICE. . . . . . . . . . . . . . . . . . . . . . . 7
DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . 8
RECENT EVENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
TRADEMARKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
(i)
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files annual, quarterly and other reports and other
information with the Commission. The reports and other information filed by
the Company may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549; 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511;
and 7 World Trade Center, Suite 1300, New York, New York 10048, and copies of
this material may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
ADDITIONAL INFORMATION
The Company has filed with the Commission in Washington, D.C., a
Registration Statement under the Securities Act of 1933 relating to the
Shares offered hereby. This Prospectus, which is part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement, certain items of which are contained in exhibits and schedules
thereto. For further information with respect to the Company and the Shares,
reference is hereby made to such Registration Statement, exhibits and
schedules. Statements contained in this Prospectus as to the contents of any
contract or any other document are not necessarily complete and, in each such
instance, reference is made to the copy of such contract or document filed as
an exhibit to the Registration Statement, each such statement being qualified
by such reference. Copies of the Registration Statement, together with
exhibits and schedules thereto, may be inspected without charge at the
Commission's principal office in Washington, D.C., and copies of it or any
part thereof may be obtained from that office upon payment of prescribed
charges.
COMPANY REPORTS TO SHAREHOLDERS
The Company intends to provide stockholders with quarterly reports,
including unaudited financial statements, regarding the status and results of
operations of the Company. Annual audited financial statements and proxy
statements will be provided within a reasonable time after the Company's
fiscal year end. It is the Company's intent to hold annual meetings of
shareholders generally within six months following the end of its fiscal year.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company under the
Exchange Act with the Commission are incorporated herein by reference: (I)
the Company's Annual Report on Form 10-K for the fiscal years ended March 31,
1996 and 1995; (ii) the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1996; and (iii) the description of the Common
Stock contained in Company's Registration Statement filed pursuant to Section
12 of the Exchange Act and any amendments and reports filed for the purpose
of updating that description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Shares made hereby shall be deemed to
be incorporated in this Prospectus by reference and to be a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed
document, as the case may be, which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement. Any such
statements so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus has been delivered, on the written or oral request of such person,
a copy of any or all of the documents (without exhibits) incorporated by
reference into this Prospectus. Requests for such copies should be directed
to Delphi Information Systems, Inc., Attention: Corporate Secretary, 3501
Algonquin Road, Suite 500, Rolling Meadows, Illinois 60008, telephone
(847)506-3100.
<PAGE>
SUMMARY INFORMATION
The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.
THE COMPANY
Delphi is a leading provider of business application software and
services for independent property and casualty insurance agencies,
brokerages, managing general agents and insurance companies in the United
States and Canada. Delphi develops, markets and supports software products
that automate the operations of independent agents. The Company also has
developed and markets an application system that integrates its application
software products with other database products to help its customers manage
their information needs.
In the recent past the Company's management has focused its efforts on
restructuring its organization and re-defining its product strategy. The
Company's strategy is to expand its product offering from primarily agency
automation software products to transaction based outsourcing services. The
Company believes that this strategy will reduce the overall cost of producing
and marketing insurance products.
The Company's customer list includes a majority of the largest 100
brokerages and top 200 agencies in the United States and Canada, thereby
providing a base for the introduction of new products and services. The
Company's software operates on approximately 75,000 workstations and
terminals at more than 4,500 customer sites representing approximately
two-thirds of all workstations and terminals installed in independent
agencies.
The Company is an IBM Industry Remarketer (IR) and markets systems that
operate on the UNIX-based IBM RISC System/6000, IBM AS/400, and SCO
UNIX-based microcomputer hardware platforms. The Company also supports
earlier versions of its software that operate on Wang and other IBM hardware
platforms.
THE OFFERING
Securities Offered . Up to 15,121,060 Shares of Common Stock held by the
Selling Shareholders and up to 13,200,000 Shares of
Common Stock issuable upon exercise of Warrants.
Terms of Redeemable
Warrants . . . . . . Exercisable to purchase Common Stock until April 19,
1999, at an exercise price of $1.50 per share. See
"Description of Capital Stock Redeemable Warrants."
Redemption of
Redeemable Warrants Redeemable at the option of the Company at a price
of $.01 per share of Common Stock at any time
subsequent to October 16, 1996, if the closing bid
price for the Common Stock is above $2.00 per share
for 20 consecutive trading days. See "Description of
Securities Redeemable Warrants."
Terms of Agent Warrants Exercisable to purchase Common Stock until May 1,
2000, at an exercise price of $1.00 per share. The
Agent Warrants are not redeemable at the option of
the Company. See Description of Capital Stock -
Other Warrants."
Use of Proceeds. . . The Company will not receive any of the proceeds
from the sales of Resale Shares. The Company has
not made any decision with respect to the use of
the proceeds from sales of Warrant Shares.
RISK FACTORS . . . . THE SHARES ARE A HIGHLY SPECULATIVE INVESTMENT. SEE
"RISK FACTORS."
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RISK FACTORS
THE SHARES ARE HIGHLY SPECULATIVE, INVOLVE A HIGH DEGREE OF RISK AND
SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING
RISK FACTORS AS WELL AS ALL OF THE OTHER MATTERS SET FORTH ELSEWHERE IN THIS
PROSPECTUS BEFORE PURCHASING ANY OF THE SHARES.
The Company's operations are subject to a number of risks, some of which
are summarized below. Accordingly, in addition to the other information in
this Prospectus, the following factors should be considered carefully in
evaluating an investment in the Shares:
OPERATING LOSSES AND DECLINING REVENUES
The Company had an accumulated deficit of $36.9 million as of June 30,
1996. This deficit reflects significant operating losses by the Company over
an extended period of time. There can be no assurances that the Company will
regain profitability. The Company has experienced losses in each of its last
two years and in each quarter of the current fiscal year. The Company
attributes these losses primarily to a soft market, or possibly a changed
market, for insurance agency automation equipment by reason of the relatively
lower profitability of independent agencies during the last three years as
compared with earlier periods, industry-wide consolida-tion and customer
dissatisfaction with certain products and their concern regarding the
Company's financial condition. The Company has taken steps to reduce costs,
strengthen its management and improve its product offering so as to be in a
position to achieve profitability as market conditions improve, but no
assurances can be given that those steps will be successful and help the
Company achieve profitability. The Company cannot survive continued
operating losses indefinitely, and consequently, may be forced to raise
additional funds or further restructure its business. Also, see "Risk
Factors--Potential Accounts Receivable Writedown."
DEPENDENCE UPON RAISING ADDITIONAL CAPITAL
As of June 30, 1996, the Company had a deficiency of approximately $3.9
million in working capital. The Company has not determined when additional
financing will be necessary. There can be no assurances, however, that any
equity or debt financing required for working capital needs or to repay
indebtedness will be available or that, even if available, such financing
will be on terms favorable to the Company and its stockholders or will not be
dilutive to existing stockholders. See "Risk Factors--Credit Facility."
ACQUISITIONS
The Company completed one substantial acquisition and three smaller
acquisitions during fiscal 1993, completed one substantial acquisition and
one smaller acquisition during fiscal 1994 and completed one smaller
acquisition during fiscal 1997. These seven acquisitions have not been fully
integrated with the Company's other operations and there can be no assurances
as to the success of the integration process. As a result, efforts to
continue to attempt to integrate these acquisitions may involve significant
charges to earnings.
FUTURE ACQUISITIONS
The Company expects to make future acquisitions of complementary
businesses. Acquisitions involve numerous risks, including difficulties in
the integration of business operations, accounting and financial systems and
product offerings of the acquired companies, the diversion of management's
attention from other business concerns, risks of entering markets in which
the Company has no or limited direct prior experience, and potential loss of
key employees of the acquired company. There can be no assurances as to the
successfulness of future acquisitions. The Company may be required to obtain
new financing for any acquisitions, which could involve the issuance of
substantial additional equity or debt. The issuance of additional equity, or
debt or other securities convertible into equity, could result in substantial
dilution to present investors.
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ACCEPTANCE OF OUTSOURCING CONCEPT
Historically, independent agencies have not outsourced their computer
and other processing needs to third parties. A critical component of the
Company's strategy and its future profitability is the introduction of
substantial outsourcing products that do not currently exist and the
acceptance of outsourcing by independent agencies. There can be no
assurances that this acceptance will occur.
NEW PRODUCT DEVELOPMENT AND CHANGING BUSINESS STRATEGY
The industry in which the Company competes is characterized by rapid
technological change. The Company's success and profitability will be
dependent on its ability to develop a new application system product which is
compatible with its existing products as well as its ability to strategically
shift its business from selling computer hardware and application software to
becoming a provider of outsourced processing services. In addition, the
Company continually must develop product enhancements and new products that
keep pace with continuing changes in computer hardware and software
technology and satisfy the needs of its customers. The Company is developing
a new application system, Common Delphi, which is currently in beta testing.
To a significant extent, the Company's future operating results will be
dependent upon the success of this product. While the Company has identified
several of the outsourcing services that it intends to provide, none of these
service offerings has been developed or is ready for marketing. There can be
no assurances that the Company will be successful in adequately addressing
changing technologies, that it can introduce services and products to the
marketplace on a timely basis, or that its new services and new or enhanced
products will be successful in the marketplace. Any failure to successfully
introduce such services and products will materially impact the Company's
existing business and its future profitability.
POTENTIAL ACCOUNTS RECEIVABLE WRITEDOWN
Compared to historical levels, the portion of the Company's accounts
receivable that have been outstanding for 120 days or more is high, and as of
June 30, 1996 was approximately 28% of the Company's $6.1 million accounts
receivable balance. At least a portion of this amount is attributable to
customer dissatisfaction with recently introduced software versions, and the
Company's ability to collect these accounts receivable will be dependent upon
the Company successfully solving the installation and other problems that led
to the customer dissatisfac-tion. Should the Company be unable to satisfy
these customer concerns, a portion or all of these amounts may have to be
written off which would adversely affect future profitability.
POTENTIAL INTANGIBLE ASSET WRITEDOWN
In connection with the Company's preparation of its audited financial
statements for the fiscal year ended March 31, 1996, the Company evaluated
the useful lives and recoverability of its goodwill and other intangible
assets based on its estimates of the related business segment's sufficiency
of operating income and related cash flow over the remaining lives of the
intangible assets. Based on this evaluation, the Company reduced the
carrying value of these assets by approximately $5.0 million. The Company
intends to continually evaluate whether events and circumstances have
occurred that indicate the remaining useful life of the intangible assets may
warrant revision or that the remaining balance of the intangible assets may
not be recoverable. Therefore, factors such as implementing a new business
strategy, deciding to substantially modify sales and marketing efforts, and
acquiring other businesses could substantially affect the Company's estimates
of the sufficiency of operating income and related cash flows associated with
its intangible assets. There can be no assurances that factors such as
these, occurring at any point in the future, would not require the Company to
write down a portion or substantially all of the value of its intangible
assets. Also, see "Risk Factors--Market for Common Stock and Listing
Requirements."
CREDIT FACILITY
The Company's line of credit agreement with Silicon Valley Bank,
totaling $5 million, expired on June 5, 1996. At March 31, 1996, the Company
had borrowed $2,606,000 on its line of credit. The credit agreement
required that the Company maintain certain minimum financial ratios. It also
restricted certain activities of the Company without the approval of the
bank, including the incurrence of senior debt, mergers and acquisitions, and
the payment of dividends. The interest rate on the line of credit was prime
plus 3.5%. As of the date of expiration,
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the Company had no borrowings outstanding under the line of credit. The
Company is currently in active negotiations to replace the expired line of
credit agreement. While the Company expects to be successful in such
negotiations, there can be no assurances that this will occur. If the Company
is unable to enter into an alternative facility, at some point in the future
it may not have sufficient liquidity to maintain continuing operations. See
"Risk Factors--Dependence Upon Raising Additional Capital."
VARIABILITY OF QUARTERLY RESULTS
The Company's revenues fluctuate from quarter to quarter depending upon,
among other things, such factors as overall trends in the economy, new
product introductions by the Company and by other software vendors, and
customer buying patterns. Because the Company typically ships systems within
a short period after the orders are received and therefore maintains a
relatively small backlog, any weakening in customer demand can have an almost
immediate adverse impact on revenues and operating results. Moreover, a
substantial portion of the revenues for each quarter is attributable to a
limited number of orders and tends to be realized towards the end of the
quarter. Thus, even short delays or deferrals of sales near the end of a
quarter can cause quarterly revenues to fluctuate substantially. These
factors are intrinsic to the Company's industry and business and are likely
to continue in the future. As a result, quarter to quarter variations in the
Company's business may or may not be suggestive of future results.
THIRD PARTY SOFTWARE DISPUTE
The Company's SMART line of products utilizes the PFXPLUS software
products, developed by and licensed from an Australian company, Powerflex
Corporation Pty Ltd. On February 9, 1996 an Australian Federal court held
that the DataFlex programming language of Data Access Corporation, a
competitor of Powerflex, was both copyrightable and infringed by Powerflex's
use in and development of the PFXPLUS products. The Company is not a party
in this action. Powerflex indicates it will likely appeal the decision once
the Australian court enters final orders. There is uncertainty as to the
scope and extent of the orders which will be entered in Australia, and
whether and to what extent the orders, decision and underlying issues may
ultimately affect the Company's continued rights to use PFXPLUS in the U.S.
or elsewhere. The Company is attempting to clarify its position through
negotiations, and is reviewing an existing license with Data Access for an
earlier version of DataFlex to assess what rights it may provide to the
Company as to PFXPLUS. If the orders entered in Australia negatively impact
the Company's PFXPLUS license rights or if Data Access is able to establish
similar rights in the U.S., and if the Company's existing Data Access license
does not cover its PFXPLUS use, the Company could be required to negotiate a
new license with Data Access, or to stop using the PFXPLUS products. If that
occurs, the Company could have to incur substantial costs, for which recovery
under existing indemnification provisions may not be available, in order to
redesign its SMART line of products. Sales of SMART products constituted
approximately 6% of the Company's sales during the fiscal year ended March
31, 1996.
DEPENDENCE ON INSURANCE INDUSTRY
Virtually all of the Company's products and services are directed to the
property and casualty insurance industry, primarily to independent agencies
within that industry. The property and casualty insurance industry has been
subject to significant fluctuations in product demand and pricing. This
industry currently is viewed as being in a soft market, and it is impossible
to predict when conditions will improve. One consequence of a soft market is
that the revenues of independent agencies are down and, correspondingly,
their ability to purchase new or improved software products is reduced. If
this soft market continues, it will most likely negatively affect the
Company's revenues and operating profits.
COMPETITION
The market for automation systems for independent agents is highly
competitive and rapidly changing. The Company believes its principal
competition stems from independent companies that provide similar systems and
from insurance carriers that sponsor the development of automation systems
for agents and brokers with whom they have business relationships. The
Company's actual and potential competitors generally have substantially
greater financial, marketing and technical resources than the Company.
Furthermore, competitive pressures could cause
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<PAGE>
the Company's products to lose market acceptance or result in price
reductions that would adversely affect the Company's business.
PROPRIETARY RIGHTS
The Company regards its applications software as proprietary and
attempts to protect it with copyrights, trade secret laws and restrictions on
disclosure and transferring title. Despite these precautions, it may be
possible for third parties to copy aspects of the Company's products or to
obtain and use information the Company regards as proprietary without
authoriza-tion. Computer software generally is not patented, and existing
copyright laws afford only limited practical protection. Any inability to
protect or enforce the Company's proprietary rights could have a materially
adverse effect on the Company.
DEPENDENCE ON QUALIFIED PERSONNEL
The Company's success depends on retaining the services of its current
management, software and other technical, sales and other personnel and on
its ability to continue to attract and retain qualified employees.
Competition for such qualified personnel is intense. Although the Company
provides incentives to retain its employees, most personnel are employed at
will and there can be no assurances that the Company will be able to retain
its employees or attract new qualified personnel if required. Several of the
Company's senior managers left during the past year, including its chief
financial officer and chief executive officer (see "Recent Events"), and it
has had to replace most of those managers. The Company's success in the
future will be dependent upon the skills of the new managers.
SHARES HELD BY DIRECTORS AND OFFICERS; CHARTER PROVISIONS
The directors and executive officers of the Company own or control
Common Stock or Common Stock equivalents (options, warrants and convertible
securities) equal to approximately 22.5% of Common Stock. The voting power
represented by those shares might enable the holders to determine whether
various proposals submitted to stockholders (including possible proposals to
acquire the Company) are adopted or defeated. The views of such holders on
the desirability of such proposals might not coincide with those of other
stockholders. Certain charter provisions could have the effect of delaying
or preventing a change in control of the Company. See "Description of
Capital Stock." In addition, the Company's charter eliminates the personal
monetary liability of its directors for breach of their duty of care.
MARKET FOR COMMON STOCK AND LISTING REQUIREMENTS
The Common Stock is traded on the NASDAQ SmallCap Market. Trading
volume is relatively small, averaging about 1,000,000 shares per month during
fiscal 1996. The lack of a more liquid market may prevent holders of Common
Stock from disposing of their shares without depressing the price offered in
the market. During a substantial portion of fiscal 1995 the Common Stock was
traded on the more active NASDAQ National Market, but was delisted and is now
trading on the smaller NASDAQ SmallCap Market. There are various
requirements for the maintenance of a NASDAQ SmallCap Market listing,
including a minimum capital and surplus of $1 million ($2 million in the
event that the shares trade at less than $1.00 per share). The Company's
capital and surplus was approximately $5.4 million as of June 30, 1996.
SHARES ELIGIBLE FOR FUTURE SALE
The Common Stock that potentially may be registered and sold is
substantial in relation to the Company's historical trading volume. In
addition to the 28,321,060 shares offered hereby, approximately 5,800,000
shares of Common Stock recently have been issued through the conversion of
its outstanding shares of preferred stock and convertible notes. Finally,
there were outstanding at June 30, 1996, options then exercisable to purchase
an aggregate of 439,257 shares of Common Stock at prices below the market
price of the Common Stock on the date of this Prospectus. The Company's
optionees historically have sold all or a part of their optioned shares
promptly after exercise. Currently, the Company believes that there are
approximately 10,100,000 shares of Common Stock that are freely tradable
without registration under the Act.
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DILUTION
Purchasers of the Warrant Shares offered hereby will experience
immediate and substantial dilution in net tangible book value of the Common
Stock. Additional dilution could result from future financings or the
issuance of stock options. See "Dilution."
NO DIVIDENDS
No dividends have been paid on the Common Stock of the Company. The
Company does not intend to pay cash dividends on its Common Stock in the
foreseeable future, and anticipates that profits, if any, received from
operations will be devoted to the Company's future operations. Any decision
to pay dividends will depend upon the Company's profitability at the time,
cash available therefor, and other relevant factors. Investors who
anticipate a need for immediate income from their investment should not
purchase the Shares offered hereby.
THE COMPANY
Delphi is a leading provider of business application software and
services for indepen-dent property and casualty insurance agencies,
brokerages, managing general agents and insurance companies in North America.
Delphi develops, markets and supports software products that automate the
operations of independent agents. The Company also has developed and markets
an application system that integrates its application software products with
other database products to help its customers manage their information needs.
For fifteen years Delphi has provided application software solutions to
large property and casualty agencies. In 1990, to meet the changing industry
dynamics, Delphi began pursuing a strategy of obtaining market share through
the acquisition of other application software businesses. As a result of
these acquisitions Delphi believes that it has a preeminent market position
in the independent property and casualty insurance agency/broker market.
Delphi's customer list includes a majority of the largest 100 brokerages
and top 200 agencies in the United States and Canada, and provides a base for
the introduction of new products and services. Delphi's software operates on
approximately 75,000 workstations and terminals at more than 4,500 customer
sites representing approximately two-thirds of all workstations and terminals
installed in independent agencies.
Delphi Systems, Inc., a California corporation, was founded in 1976. In
1983, the Company was formed and acquired all of the outstanding shares of
Delphi Systems, Inc. in an exchange offer. In June 1987, Delphi Systems,
Inc. was merged with and into the Company. The Company's executive offices
are located at 3501 Algonquin Road, Suite 500, Rolling Meadows, Illinois
60008. Its telephone number is (847) 506-3100.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sales of
Resale Shares. The Company has not made any decision with respect to the use
of the proceeds from the sales of Warrant Shares (approximately $18.3 million
(net of expenses of $50,000) if all Warrants are exercised). In all
likelihood, the Company will use the proceeds to fund research and
development and investments in complementary businesses and to improve the
Company's liquidity. Pending utilization of the net proceeds as specified
below, the Company may invest such proceeds in short-term investment grade
interest-bearing investments.
DETERMINATION OF OFFERING PRICE
The offering price for sales of Resale Shares will be established by the
holders of those shares as they see fit. The exercise price of the Warrants
was negotiated between the Company and the placement agent for the Redeemable
Warrants on an arms' length basis.
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DILUTION
The Company had negative tangible net book value of approximately
$1,825,000 at June 30, 1996. Purchasers of Warrant Shares and in all
likelihood purchasers of Resale Shares will suffer immediate and substantial
dilution.
PLAN OF DISTRIBUTION
The Resale Shares may be offered for sale at such times, in such manner
and at such prices as the Selling Stockholders see fit. The Selling
Stockholders consist of:
None at the present time.
The Warrant Shares may be purchased from the Company (a) for $1.50 per
share by the holders of the Redeemable Warrants at their election at any time
until April 19, 1999, and until that time are subject to redemption, and (b)
for $1.00 per share by holders of the Agent Warrants at their election at any
time until May 1, 2001. See "Description of Capital stock."
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 50,000,000 shares of
Common Stock and 2,000,000 shares of Preferred Stock, par value $.10 per
share ("Preferred Stock"). As of June 30, 1996, the Company had 221 shares
of Preferred Stock issued and outstanding.
COMMON STOCK
Holders of Common Stock of the Company are entitled to one vote for each
share held of record. The holders of Common Stock are entitled to receive
such dividends, if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefor and subject
to any prior dividend rights of the holders of Preferred Stock. Holders of
Common Stock do not have cumulative voting rights in connection with the
election of directors. In the event of liquidation, dissolution, or winding
up, holders of the Company's Common Stock are entitled to share ratably among
themselves in all assets of the Company legally available for distribution.
The Common Stock has no preemptive or subscription rights, and there are no
conversion or redemption rights with respect to such shares. Each share of
Common Stock is fully paid and nonassessable. As of July 31, 1996, there
were 29,831,234 shares of Common Stock issued and outstanding.
REDEEMABLE WARRANTS
As of July 31, 1996, the Company had Redeemable Warrants outstanding to
purchase an aggregate of 12,200,000 shares of Common Stock.
EXERCISE PRICE AND TERMS. Each Redeemable Warrant entitles the
registered holder to purchase one share of Common Stock at a price equal to
$1.50 per share subject to adjustment in accordance with the anti-dilution
and other provisions described below. The registered holder of any
Redeemable Warrant may exercise such Redeemable Warrant by surrendering the
certificate representing the Redeemable Warrant to the Company at its
principal executive offices, with the subscription form attached to the
Redeemable Warrant properly completed and executed, together with payment of
the exercise price. Each registered holder's Redeemable Warrants may be
exercised at any time or from time to time in whole or in part at the
applicable exercise price until expiration of the Redeemable Warrants on
April 19, 1999.
REDEMPTION. The Company can redeem the Redeemable Warrants at a
redemption price of $.01 per share of Common Stock that is then purchasable
at any time subsequent to October 16, 1996, if the closing bid price for the
Common Stock is above $2.00 per share for 20 consecutive trading days
subsequent to when the Redeemable Warrants first are redeemable.
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ADJUSTMENTS. The exercise price and the number of shares of Common
Stock issuable upon the exercise of Redeemable Warrants are subject to
adjustment upon the occurrence of certain events, including stock dividends,
stock splits, combinations or similar capital events affecting the Common
Stock. Adjustment would also be made in the event of a merger or statutory
stock exchange in order to enable holders of Redeemable Warrants to acquire,
upon subsequent exercise, the same securities or property that would have
been acquired had the Redeemable Warrants been exercised immediately prior to
any such capital event. In the event of any capital event or series of
capital events that otherwise would require an increase or change in the kind
of securities or property issuable upon exercise of a Redeemable Warrant or a
decrease in the exercise price of a Redeemable Warrant, no adjustment shall
be made unless and until such increase or decrease, respectively, exceeds 5%.
No adjustment shall be made for dividends, other than stock dividends,
payable on the Common Stock.
TRANSFER, EXCHANGE AND EXERCISE. The Redeemable Warrants are in
registered form and may be presented to the Company for transfer, exchange or
exercise at any time on or prior to their expiration dates. After the
expiration date, all Redeemable Warrants shall become wholly void and of no
value. If the Company is unable to qualify the Warrant Stock for sale in
particular states, holders of Redeemable Warrants residing in such states
will not be able to exercise their Redeemable Warrants, and will have no
choice but to sell their Warrants or allow them to expire. The Company
currently does not intend to register the Redeemable Warrants under the Act
or any state securities laws. It is unlikely that a market for the
Redeemable Warrants will develop or continue.
OTHER WARRANTS
In connection with the private placement, the Company issued to the
placement agent a warrant to purchase at an exercise price of $1.00 per
share, 1,000,000 shares of Common Stock. The Agent Warrant expires May 1,
2001. The Agent Warrant is not subject to redemption but otherwise is
subject to substantially the same terms and conditions as the Redeemable
Warrants.
The Company has other warrants that currently are outstanding. See
footnote 12 to the Company's financial statements for its fiscal year ended
March 31, 1996.
SHARES ELIGIBLE FOR FUTURE SALE
As of July 31, 1996, the Company had outstanding 29,831,234 shares of
Common Stock, not including shares of Common Stock issuable upon exercise of
the Redeemable Warrants, the Agent Warrant, outstanding options, or other
warrants. Of these outstanding shares, approximately 10,100,000 shares of
Common Stock are believed to be freely tradable without restriction or
further registration under the Act. In addition, approximately 4,600,000
shares are believed to be held by "affiliates" of the Company (as that term
is defined in the rules and regulations under the Act). These may be sold
only pursuant to a registration under the Act or pursuant to an exemption
from registration under the Act, including the exemption provided by Rule 144
adopted under the Act. Approximately 15,100,000 shares of Common Stock are
believed to be "restricted securities" as that term is defined in Rule 144
under the Act ("Restricted Securities") and may not be sold unless such sale
is registered under the Act, or is made pursuant to an exemption from
registration under the Act, including the exemption provided by Rule 144.
All of the restricted securities are being registered for resale pursuant to
the registration statement of which this Prospectus is a part.
In general, under Rule 144 as currently in effect, a stockholder (or
stockholders whose shares are aggregated) who has beneficially owned any
Restricted Securities for at least two years (including a stockholder who may
be deemed to be an affiliate of the Company), will be entitled to sell,
within any three-month period, that number of shares that does not exceed the
greater of (i) 1% of the then outstanding shares of Common stock or (ii) the
average weekly trading volume of the Common Stock during the four calendar
weeks preceding the date on which notice of such sale is given to the
Securities and Exchange Commission, provided certain public information,
manner of sale and notice requirements are satisfied. A stockholder who is
deemed to be an affiliate of the Company, including members of the Board of
Directors and senior management of the Company, will still need to comply
with the restrictions and requirements of Rule 144, other than the two-year
holding period requirement, in order to sell shares of Common Stock that are
not Restricted Securities, unless such sale is registered under the Act. A
stockholder (or stockholders whose shares are aggregated) who is deemed not
to have been an affiliate of the Company at any time during the 90 days
preceding a sale by such stockholder, and who has beneficially owned
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Restricted Securities for at least three years, will be entitled to sell such
shares under Rule 144 without regard to the volume limitations described
above.
DELAWARE ANTI-TAKEOVER LAWS
The Company is subject to Section 203 of the Delaware General
Corporation Law ("DGCL"), which prevents an "interested stockholder" (defined
in Section 203, generally, as a person owning 15% or more of a corporation's
outstanding voting stock) from engaging in a "business combination" with a
publicly-held Delaware corporation for three years following the date such
person became an interested stockholder, unless: (i) before such person
became an interested stockholder, the board of directors of the corporation
approved the transaction in which the interested stockholder became an
interested stockholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the interested stockholder's
becoming an interested stockholder, the interested stockholder owns at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced (subject to certain exceptions); or (iii) following
the transaction in which such person became an interested stockholder, the
business combination is approved by the board of directors of the corporation
and authorized at a meeting of stockholders by the affirmative vote of the
holders of 66% of the outstanding voting stock of the corporation not owned
by the interested stockholder. A "business combination" includes mergers,
stock or asset sales and other transactions resulting in a financial benefit
to the interested stockholder.
The provisions of Section 203 of the DGCL could have the effect of
delaying, deferring or preventing a change in control of the Company.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Chase Mellon
Shareholder Services.
RECENT EVENTS
PRIVATE PLACEMENT OFFERING
In May 1996, the Company completed a private placement offering
providing gross proceeds of $10,700,000 to the Company. Under the terms of
the private placement, the Company issued 10,700,000 units (a "Unit") at a
price of $1.00 per Unit, each Unit consisting of one share of common stock
and a redeemable warrant to purchase one share of common stock at an exercise
price of $1.50 per share, subject to certain anti-dilution adjustments. The
shares and redeemable warrants comprising the Units are immediately
detachable and separately transferable.
PREFERRED STOCK AND NOTE CONVERSION
In conjunction with the private placement, the Company converted all
outstanding shares of Series C Preferred Stock, 16,135 of the 16,356
outstanding shares of Series D Preferred Stock, and all of the outstanding
shares of Series E Preferred Stock into 8,697,594 shares of common stock, and
all outstanding Subordinated Convertible Notes into 1,500,000 Units.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
On August 26, 1996, the Company announced the resignation of M. Denis
Connaghan, the President and Chief Executive Officer of the Company. He will
remain as a Director of the Company and will provide consulting services to
the Company in the future. The Company has instituted a search process to
fill the position of Chief Executive Officer. The Company has retained the
services of Joseph Oddo to advise it during the period that it is seeking a
new Chief Executive Officer. Mr. Oddo also was elected as a Director of the
Company and Chairman of the Company's Executive Committee.
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RESTRUCTURING
On August 29, 1996, the Company implemented a significant downsizing
program. As a part of the downsizing, the Company reduced its work force by
one-third. The Company believes that this downsizing will effect a
substantial reduction in costs and will assist it in its attempt to achieve
profitability.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock being
registered hereby are being passed upon for the Company by Schiff Hardin &
Waite, Chicago, Illinois.
EXPERTS
The financial statements of the Company incorporated by reference in
this Prospectus to the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1996, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.
TRADEMARKS
Certain product names mentioned in this Prospectus are trademarks of
other corporations. UNIX is a registered trademark of Unix System
Laboratories, Inc. RISC System/6000 and AS/400 are registered trademarks of
International Business Machines Corporation. Wang is a registered trademark
of Wang Laboratories, Inc. SCO is a registered trademark of The Santa Cruz
Operation, Inc.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the amount of fees and expenses to be
incurred in connection with the secondary offering of the Common Stock
registered hereby, other than brokerage fees. The Company will bear all of
such costs.
Registration fee under Securities Act of 1933. . . . $9,155.52
Blue sky legal fees and expenses . . . . . . . . . . *
Legal fees and expenses. . . . . . . . . . . . . . . *
Transfer Agent's fees. . . . . . . . . . . . . . . . *
Accounting fees. . . . . . . . . . . . . . . . . . . *
Miscellaneous. . . . . . . . . . . . . . . . . . . . *
Total. . . . . . . . . . . . . . . . . . . . . . . . $ *
____________________
* To be added by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law grants to the
Company the power to indemnify its directors, officers, employees and agents
against liability arising out of their respective capacities as directors,
officers, employees or agents. Article XI of the Company's Certificate of
Incorporation provides for the limitation of personal liability of the
directors of the Company as follows:
ARTICLE XI
* * * *
A director shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director; provided that this sentence shall not eliminate or limit the
liability of a director (I) for any breach of his duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law, or (iv) for
any transaction from which the director derives any improper personal
benefit. This Article XI shall not eliminate or limit the liability of a
director for any act or omission occurring prior to the date when this
Article becomes effective.
Article VII of the Company's Bylaws provides that the Company shall
indemnify any person who is serving as a director, officer, employee or agent
of the Company or of another entity at the request of the Company against
judgments, fines, settlements and other expenses incurred in such capacity if
such person acted in good faith and in a manner reasonably believed to be in,
or not opposed to, the best interests of the Company and, with respect to any
criminal action, had no reasonable cause to believe his conduct was unlawful.
In the event of an action or suit by or in the right of the Company, no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only to
the extent that the court in which such action or suit was brought shall
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determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court shall deem
proper.
The Company has entered into indemnification agreements with its
directors that would require the Company, subject to any limitations on the
maximum permissible indemnification that may exist at law, to indemnify a
director for claims that arise because of his capacity as a director.
ITEM 16. EXHIBITS.
4.1 Certificate of Incorporation, as amended (incorporated by reference
to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1991).
4.2 Bylaws of the Company, as amended (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-1
(No. 33-14501) effective July 1, 1987).
4.3 Form of Redeemable Warrant (incorporated by reference
to Exhibit 4.12 to the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1996).
5 Opinion of Schiff Hardin & Waite regarding legality.*
23.1 Consent of Schiff Hardin & Waite (included in its opinion filed as
Exhibit 5 hereto).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney. See page II-4 of this Registration Statement.
- --------------
*To be filed as an amendment.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (I) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating
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to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rolling Meadows, State of Illinois,
on September 25, 1996.
DELPHI INFORMATION SYSTEMS, INC.
By /s/ James A. Harsch
-----------------------------------
James A. Harsch
Vice President - Administration and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
the registrant in the capacities and on the dates indicated.
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints James
A. Harsch and Michael J. Marek and each of them, with full power to act
without the other, such person's true and lawful attorneys-in-fact, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign this Registration Statement and any
and all amendments thereto (including post-effective amendments), and to file
the same (with exhibits and schedules thereto) and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform each and every act and thing necessary or desirable to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, thereby ratifying and confirming all that said
attorneys-in-fact, or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ Yuval Almog
- -------------------- Director, Chairman of the Board September 25, 1996
(Yuval Almog) (Principal Executive Officer)
/s/ James A. Harsch
- -------------------- Vice President - Administration, September 25, 1996
(James A. Harsch) Chief Financial Officer
/s/ Michael J. Marek
- -------------------- Corporate Controller September 25, 1996
(Michael J. Marek) (Principal Accounting Officer)
/s/ William Baumel
- -------------------- Director September 25, 1996
(William Baumel)
/s/ Larry G. Gerdes
- -------------------- Director September 25, 1996
(Larry G. Gerdes)
/s/ Joseph Oddo
- -------------------- Director September 25, 1996
(Joseph Oddo)
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
RE: Delphi Information Systems, Inc.
Form S-3 for Registration of 28,321,060 Shares of Common Stock
As independent public accountants, we hereby consent to the use of our
reports (and all references to our Firm) included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
September 18, 1996
