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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-34878
The second tranche was completed by one selling stockholder on May 22,
2000 and by four additional selling stockholders on June 29, 2000, for a total
of $2 million. Anegada Fund, Ltd., Tonga Partners, L.P., and The Cuttyhunk Fund
Limited failed to complete their second tranche purchase of (i) 18,750, (ii)
56,250 and (iii) 50,000 shares of common stock and related warrants,
respectively. The warrants would have entitled the funds to purchase upon
exercise an additional (i) 13,125, (ii) 39,375 and (iii) 35,000 shares of common
stock, respectively. See "Selling Shareholders."
Prospectus supplement dated July 6, 2000 to Prospectus dated May 3,
2000.
<PAGE> 2
PROSPECTUS
850,000 SHARES
CAM COMMERCE SOLUTIONS, INC.
(formerly known as CAM DATA SYSTEMS, INC.)
COMMON STOCK
These shares of common stock are being offered by the stockholders who
are named on page 8 of this prospectus under the heading entitled "Selling
Stockholders."
The selling stockholders may sell the shares through public or private
transactions at prevailing market prices at the time of sale or at negotiated
prices. See "Plan of Distribution."
We will not receive any proceeds from the sale of the shares pursuant
to this prospectus, but will bear the costs relating to the registration of the
shares. We will receive proceeds from the exercise, if any, of warrants held by
the selling stockholders. The shares being offered by this prospectus include
shares to be acquired upon the exercise of such warrants.
Our common stock is traded on Nasdaq National Market System under the
symbol "CADA." On April 13, 2000, the closing price for our common stock was
$13.14 per share.
The shares offered in this prospectus involve a high degree of risk.
You should carefully consider the "Risk Factors" beginning on page 3 in
determining whether to purchase shares of our common stock.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE SHARES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS MAY 3, 2000.
<PAGE> 3
You should rely only on information contained or incorporated by
reference in this prospectus. See "Information Incorporated by Reference" on
page 10. Neither we nor the selling stockholders have authorized any other
person to provide you with information different from that contained in this
prospectus.
The information contained in this prospectus is correct only as of the
date on the cover, regardless of the date this prospectus was delivered to you
or the date on which you acquired any of the shares.
FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements." These
forward-looking statements include, without limitation, statements about our
market opportunity, our strategies, competition, expected activities and
expenditures as we pursue our business plan, and the adequacy of our available
cash resources. Our actual results could differ materially from those expressed
or implied by these forward-looking statements as a result of various factors,
including the risk factors described in this prospectus.
OUR BUSINESS
We provide total commerce solutions for small to medium size,
traditional as well as web retailers. These solutions are based on our open
architecture software products for managing inventory, point of sale, sales
transaction processing and accounting. In addition to software, these solutions
often include hardware, installation, training, service and consulting provided
by us. Sales, service, research, and development are located in California and
Nevada, while our customers are located throughout the United States. CAM
Commerce Solutions was formed in 1983. Our address is 17520 Newhope Street,
Fountain Valley, California 92708 and our telephone number is (714) 241-9241.
We offer three Turn Key Systems:
(1) THE CAM SYSTEM - designed for hard goods retailers whose
inventory is re- orderable in nature.
(2) THE PROFIT$ SYSTEM - designed for apparel and shoe retailers
whose inventory is seasonable in nature, and color and size
oriented.
(3) THE RETAIL STAR SYSTEM - a Windows-based system designed to
incorporate multiple functions of both the CAM and Profit$
systems.
Our systems offer the ability to obtain: (i) automated pricing of each
item; (ii) billing for charge account customers; (iii) printing of a customer
invoice; (iv) tracking of inventory count on
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an item by item basis; (v) computation of gross profit, dollars and/or
percentage of each item; and (vi) tracking of sales by clerk and department by
hour, day and/or month. In addition, our systems provide full management
reporting including zero sales reports, inventory ranking, overstock and
understock, sales analysis, inventory valuation (cost, average cost and retail)
and other reports. The systems can also provide accounting functions including
accounts receivable, accounts payable, and general ledger.
Our systems integrate Intel-based personal computers, computer point of
sale stations, hand-held and table top barcode laser scanners, terminal or
computer work stations, printers, and our software. Each system is configured to
meet the customer's particular needs and, as a result, the components included
in each system, including the personal computer, printer, point of sale station
and our software, depend on the needs, the size and the industry type of the
customer.
RISK FACTORS
You should carefully consider the following factors and other
information in this prospectus before deciding to invest in our shares. You
should not purchase any of the shares unless you can afford a complete loss of
your investment.
WE MAY NOT BE ABLE TO MAINTAIN OPERATING PROFITABILITY
Our operating results for future periods are subject to all of the
risks and uncertainties inherent in the development and growth of a business. We
anticipate that in the future we will make significant investments in our
operations, particularly to support technological developments and sales
activities and, that as a result, operating expenses will continue to increase.
We intend to make investments on an ongoing basis, primarily from cash generated
from operations, and to the extent necessary, funds available from our line of
credit, as we develop and introduce new products and services and expand into
new markets. There can be no assurance that recent revenue growth is indicative
of future sales growth, if any. There is no assurance that we will be able to
sustain our profitability.
WE MAY NOT BE ABLE TO MAINTAIN OUR RATE OF GROWTH
We experienced rapid sales growth in 1999. This rapid growth in sales
in 1999 was primarily due to an increase in sales to existing customers. We may
not be able to sustain such a growth rate in the future.
WE MAY HAVE DIFFICULTY MANAGING OUR GROWTH
Because we have recently experienced rapid growth, we have experienced
and will continue to experience a strain on our administrative and operations
resources and increased demands on our systems and controls. We anticipate that
continued growth may require us to recruit and hire additional management
personnel. There is no assurance that we will be
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successful at hiring or retaining these personnel. Our ability to manage our
growth successfully will also require us to continue to expand and improve our
operational, management and financial systems and controls. If our management is
unable to manage growth effectively, our business, financial condition and
results of operations may be materially and adversely affected.
OUR QUARTERLY FINANCIAL RESULTS MAY FLUCTUATE SIGNIFICANTLY
We have experienced in the past and may in the future experience
significant fluctuations in our quarterly operating results. Such fluctuations
may be caused by many factors, including, but not limited to: the size and
timing of individual orders; orders of significant size; employee hiring and
retention; lengthy sales and implementation cycles; reduction in demand for
existing products and services and shortening of product life cycles; the timing
of the introduction of new products; product enhancements or services by us or
our competitors; competition and pricing in the industry; market acceptance of
new products; our ability to expand sales; changes in the mix of products and
services sold; our ability to control costs; the mix of distribution channels
through which our products are sold; and general economic conditions. Our
products are typically shipped shortly after orders are received and,
consequently, order backlog at the beginning of any quarter typically represents
only a small portion of that quarter's expected revenues. As a result, product
revenues in any quarter are substantially dependent on orders booked and shipped
in that quarter and revenues for any future quarter are not predictable with any
significant degree of accuracy. Product revenues are also difficult to forecast
because the market for our products is rapidly evolving and the sales and
implementation cycles, from initial evaluation to multiple product purchases and
the provision of support services, vary substantially from customer to customer.
We have in the past experienced and expect to continue to experience quarters or
periods with individual product orders which are significantly larger than
typical product orders, adding to the unpredictability of our revenues. Our
expense levels, however, are based in significant part on our expectations of
future revenues and therefore should remain relatively fixed in the near term as
we attempt to expand our operations. Net income may be disproportionately
affected by an unanticipated decline in revenue for a particular quarter because
a relatively small amount of our expenses varies with our revenue in the near
term. Any of these factors could cause our results of operations to fluctuate
significantly from period to period and on a quarterly basis.
As a result of the above factors, revenues and earnings for any quarter
are subject to significant variation and we believe that period-to-period
comparisons of our results of operations are not necessarily meaningful and
should not be relied upon as indications of future performance. Fluctuations in
operating results may also result in volatility in the price of our common
stock. Accordingly, it is likely that in some future quarter, our total revenues
or operating results will be below the expectations of public market analysts or
investors. In such event, or in the event that adverse conditions prevail or are
perceived to prevail generally or with respect to our business, the price of our
common stock would likely be materially adversely affected.
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WE ARE HEAVILY DEPENDENT ON A FEW KEY PERSONNEL
Our success is dependent, in part, upon the continued services of
certain key executive officers, including Geoffrey D. Knapp, our Chief Executive
Officer, David A. Frosh, our President and Paul Caceres, Jr., our Chief
Financial Officer and Chief Accounting Officer. We believe that our future
success depends to a significant degree upon the continued contributions of our
existing key management, sales and marketing personnel, many of whom would be
difficult to replace. We have entered into employment agreements with certain of
the above individuals. We also believe our future success will also depend
largely upon our ability to attract and retain highly-skilled, managerial, and
sales and marketing personnel. Competition for such personnel is intense, and we
compete in the market for personnel against numerous companies. There can be no
assurance that we will be successful in attracting and retaining skilled
personnel. The loss of certain key employees or our inability to attract and
retain other qualified employees could have a material adverse effect on our
business, financial condition and results of operations.
WE ARE IN A HIGHLY COMPETITIVE MARKET
The market for our products and services is highly competitive, subject
to rapid change and sensitive to new product introductions or enhancements and
marketing efforts by industry participants. We expect to continue to experience
significant and increasing levels of competition in the future. The principal
elements of competition related to our products include price, product features
and performance, compatibility with open systems, quality and reliability, and
level of customer service.
We believe that our use of a Windows-based software product gives us a
competitive advantage because most of our competitors are still selling
DOS-based software products. We anticipate that the number of competitors
offering Windows-based products will grow over the next several years. We
anticipate that competition from these competitors will intensify in the future.
In order to effectively compete against these competitors, we will need to
continue our growth trend and attain sufficient revenues to have the resources
to timely develop new products and services in response to evolving technology
and customer demands and to sell products and services through a broad
distribution channel in competition with these other existing and potential
competitors. No assurance can be given that we will be able to grow sufficiently
to enable us to compete effectively in this marketplace.
Our competitors include many small private companies and dealers
located throughout the United States. There is no assurance that we will be able
to maintain our competitive advantage or that these existing competitors, or new
competitors, will not develop competitive products and services with favorable
pricing. Moreover, we have little or no proprietary barriers to entry that could
keep our competitors from developing similar products or services and
technology, or selling competing products or services in our markets.
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Increased competition from manufacturers or distributors of products
similar to, or competitive with, our products, or from service providers that
provide services similar to our services, could result in price reductions,
reduced margins and loss of market share or could render our technology
obsolete, all of which could have a material adverse effect on our results of
operations and financial condition. There can be no assurance that we will be
able to successfully compete in this marketplace or develop sufficient new
products and services to remain competitive, and any failure to do so could have
a material adverse effect on our results of operations and financial condition.
RISK OF PRODUCT DEFECTS AND PRODUCT LIABILITY
Software products often contain undetected errors when first
introduced. In addition, to the extent that we may have to develop new products
that operate in new environments, such as the Internet, the possibility for
program errors and failures may increase due to factors such as the use of new
technologies or the need for more rapid product development that is
characteristic of the Internet market. Despite pre-release testing by us and by
current and potential customers, there still may be errors in new products, even
after commencement of commercial shipments. The occurrence of such errors could
result in delay in, or failure to achieve, market acceptance of our products,
which could have a material adverse effect on our business and results of
operations.
Although our license agreements with our customers typically contain
provisions designed to limit our exposure to potential product liability claims,
it is possible that such limitation of liability provisions may not be effective
as a result of existing or future laws or unfavorable judicial decisions.
Because our products are used in business-critical applications, any errors or
failures in such products may give rise to product liability claims, which could
have a material adverse effect on our business, financial condition and results
of operations.
VOLATILITY OF COMMON STOCK PRICE
Our common stock has experienced significant price volatility and such
volatility may recur in the future. Factors such as announcements of the
introduction of new products by us or our competitors, quarter-to-quarter
variations in our operating results and the gain or loss of significant orders,
as well as market conditions, may have a significant impact on the market price
of our common stock. Further, the stock market has experienced volatility that
has particularly affected the market prices of securities of many technology
companies and that often has been unrelated or disproportionate to the operating
performance of such companies. These market fluctuations may adversely affect
the price of our common stock. The trading prices of many technology companies'
stocks, including our common stock, reflect price/earnings ratios substantially
above historical norms. The trading price of our common stock may not remain at
or near its current level.
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IT IS LIKELY WE WILL REQUIRE ADDITIONAL CAPITAL.
All of the proceeds of this offering will be received by the selling
stockholders. While we may receive cash from the exercise of warrants to acquire
shares of common stock covered by this prospectus, we cannot be sure that we
will receive any specific amount from such exercise. We may require additional
capital to sustain our business as presently operated, and developments in our
business and possible expansion into other markets could indicate that we will
need to raise additional capital.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of
common stock offered by this prospectus. All proceeds from such sales will be
for the account of the selling stockholders. However, if the selling
stockholders exercise their warrants to acquire up to 350,000 of the shares of
common stock being offered pursuant to this prospectus, we will receive the
proceeds from such exercise. If all of the warrants are exercised, we will
receive net proceeds of $8,728,125. We plan to use any such net proceeds for
expanded advertising and marketing, and as working capital. The amounts actually
expended for each such use, if any, are at our discretion and may vary
significantly depending upon a number of factors, including, the actual number
of warrants exercised and the timing of each exercise. The warrants are
exercisable for a period of five years from their date of issuance.
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SELLING STOCKHOLDERS
The following table sets forth certain information as of April 13, 2000
regarding the ownership of the common stock by the selling stockholders and as
adjusted to give effect to the sale of the shares offered in this prospectus.
The selling stockholders acquired their shares pursuant to a Units Purchase
Agreement dated as of March 22, 2000 in which we agreed to issue the common
stock and warrants to purchase common stock in two tranches consisting of
$4,000,000 each. The first tranche was funded March 27, 2000. Under the terms of
the purchase agreement, the second tranche will be funded within seven (7) days
after the effectiveness of the registration statement, of which this prospectus
is a part. The funding of the second tranche is not subject to any conditions
within the control of the selling stockholders. The number of shares of common
stock shown as being owned by each selling stockholder includes (i) the shares
of common stock to be issued at the funding of the second tranche, (ii) the
common stock issuable upon exercise of the warrants issued at the funding of the
first tranche, and (iii) the common stock issuable upon exercise of the warrants
to be issued at the funding of the second tranche.
<TABLE>
<CAPTION>
Number of Shares of
Number of Shares of Common Common Stock Owned
Name and Relationship Numbers of Shares of Stock which may be Sold Assuming the Sale of all
to our company, if any Common Stock owned Pursuant to this Prospectus of the Shares Offered Hereby
---------------------- -------------------- --------------------------- ----------------------------
<S> <C> <C> <C>
Magellan International, Ltd. 106,250 106,250 -0-
Aspen International, Ltd. 106,250 106,250 -0-
Anegada Fund, Ltd. 63,750 63,750 -0-
Tonga Partners, L.P. 191,250 191,250 -0-
Acqua Wellington Small 106,250 106,250 -0-
Cap Fund Ltd.
The Cutthunk Fund Limited 170,000 170,000 -0-
BiCoastal Consulting Corp. 53,125 53,125 -0-
Amro International, S.A 53,125 53,125 -0-
</TABLE>
The selling stockholders and their affiliates have not held any
positions or office or had any other material relationship with CAM Commerce
Solutions or any of its affiliates within the past three years.
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<PAGE> 10
PLAN OF DISTRIBUTION
The selling stockholders and their pledgees, donees, transferees and
other subsequent owners, may offer their shares at various times in one or more
of the following transactions:
o on any U.S. securities exchange on which our common stock may
be listed at the time of sale
o in the over-the-counter market
o in privately negotiated transactions
o in connection with short sales; or
o in a combination of any of the above transactions
The selling stockholders may offer their shares of common stock at
prevailing market prices at the time of sale, at prices related to those
prevailing market prices, at negotiated prices or at fixed prices.
The selling stockholders may also sell the shares under Rule 144 of the
Securities and Exchange Commission instead of under this prospectus, if Rule 144
is available for those sales.
The transactions in the shares covered by this prospectus may be
effected by one or more of the following methods:
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
o purchases by a broker or dealer as principal, and the resale
by that broker or dealer for its account under this
prospectus, including resale to another broker or dealer;
block trades in which the broker or dealer will attempt to
sell the shares as agent but may position and resell a portion
of the block as principal in order to facilitate the
transaction; or
o negotiated transactions between selling stockholders and
purchasers without a broker or dealer.
As of the date of this prospectus, we are not aware of any agreement,
arrangement or understanding between any broker or dealer and any of the selling
stockholders with respect to the offer or sale of the shares under this
prospectus.
We have advised the selling stockholders that during the time each is
engaged in distributing shares covered by this prospectus, each must comply with
the requirements of the Securities Act of 1933 and Rule 10b-5 and Regulation M
under the Securities Exchange Act of 1934. Under those rules and regulations,
they:
o may not engage in any stabilization activity in connection
with our securities;
o must furnish each broker which offers common stock covered by
this prospectus with the number of copies of this prospectus
which are required by each broker; and
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o may not bid for or purchase any of our securities or attempt
to induce any person to purchase any of our securities or
attempt to induce any person to purchase any of our securities
other than as permitted under the Securities Exchange Act of
1934.
Brokers, dealers, underwriters or agents participating in the sale of
the shares of common stock as agents may receive compensation in the form of
commissions, discounts or concessions from the selling stockholders and/or
purchasers of the common stock for whom such broker-dealers may act as agent,
or to whom they may sell as principal, or both (which compensation to a
particular broker-dealer may be less than or in excess of customary
commissions). The selling stockholders and any broker-dealers or other persons
who act in connection with the sale of the common stock may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, and any
commission they receive and proceeds of any sale of such shares may be deemed to
be underwriting discounts and commissions under the Securities Act of 1933.
Neither CAM Commerce Solutions nor the selling stockholders can presently
estimate the amount of such compensation. We do not know of any existing
arrangements between the selling stockholders and any other stockholders,
broker, dealer, underwriter or agent relating to the sale or distribution of the
shares of common stock.
The selling stockholders and any other persons participating in the
sale or distribution of the common stock will be subject to applicable
provisions of the Securities Exchange Act of 1934 and the rules and regulations
thereunder, which provisions may limit the timing of purchases and sales of any
of the common stock by the selling stockholders or any other such persons. The
foregoing may affect the marketability of the common stock.
In connection with the issuance to the selling stockholders of the
shares being offered by this prospectus, we entered into a registration rights
agreement with each of them. The registration statement of which this prospectus
forms a part was filed pursuant to this agreement. We agreed to keep the
registration statement in effect until the earlier of the date when all the
shares being offered by this prospectus have been sold or the date on which such
shares may be sold without restriction pursuant to Rule 144(k) of the Securities
and Exchange Commission.
We will pay all reasonable expenses incidental to the registration,
offering and sale of the common stock to the public, other than any commissions
or discounts of underwriters, broker-dealers or agents and fees of legal counsel
to the selling stockholders in excess of $15,000. We and the selling
stockholders have agreed to indemnify each other against certain liabilities,
including liabilities under the Securities Act of 1933.
INFORMATION INCORPORATED BY REFERENCE AND OTHER AVAILABLE INFORMATION
This prospectus is part of a registration statement on form S-3 that we
filed with the Securities and Exchange Commission. Certain information in the
registration statement has been omitted from this prospectus in accordance with
SEC rules.
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We file annual, quarterly and special reports and other information
with the SEC. You may read and copy the registration statement and any other
document that we file at the SEC's public reference rooms located at Room 1024,
Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C. 20549; 7 World Trade
Center, Suite 1300, New York, New York 10048; and Citicorp Center, 500 West
MadisonStreet, Suite 1400, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to you free of charge at the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" certain of our
publicly-filed documents into this prospectus, which means that information
included in those documents is considered part of this prospectus. Information
that we file with the SEC subsequent to the date of this prospectus will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
the selling stockholders have sold all the shares.
The following documents filed with the SEC are incorporated by
reference in this prospectus:
(1) our annual report on Form 10-K for the year ended September 30,
1999, filed December 10, 1999;
(2) our quarterly report on Form 10-Q for the three months ended
December 31, 1999, filed on February 10, 2000.
(3) the description of our common stock set forth in our Registration
Statement on Form 8-A as originally filed with the Securities and Exchange
Commission on February 29, 1988;
(4) our current report on Form 8-K, filed on April 10, 2000; and
(5) all documents filed by us under the Securities Exchange Act (e.g.
Forms 10-Q and 8-K) after the date of this prospectus and prior to the
termination of this offering.
We will furnish without charge to you, on written or oral request, a
copy of any or all of the documents incorporated by reference, other than
exhibits to such documents. You should direct any requests for documents to
Secretary, CAM Commerce Solutions, Inc., 17520 Newhope Street, Fountain Valley,
California 92708.
The information relating to CAM Commerce Solutions contained in this
prospectus is not comprehensive and should be read together with the information
contained in the incorporated documents.
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EXPERTS
Ernst & Young LLP, independent auditors, have audited our financial
statements and schedule included in our Annual Report on Form 10-K for the year
ended September 30, 1999, as set forth in their report, which is incorporated in
this registration statement by reference. Our financial statements are
incorporated by reference in reliance upon such report, given on the authority
of such firm as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters with respect to the legality under Delaware law
of the shares of common stock offered hereby will be passed upon for us by
Haddan & Zepfel LLP, Newport Beach, California.
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF
THE COMMON STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SHARES OF COMMON STOCK BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR
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 INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
---------------------------
TABLE OF CONTENTS
---------------------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Forward-Looking Statements...............................................2
The Business.............................................................2
Risk Factors.............................................................3
Use of Proceeds..........................................................7
The Selling Stockholders.................................................8
Plan of Distribution.....................................................9
Information Incorporated by Reference
and Other Available Information........................................10
Experts.................................................................12
Legal Matters...........................................................12
</TABLE>
850,000 SHARES
COMMON STOCK
CAM COMMERCE
SOLUTIONS, INC.
----------
PROSPECTUS
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MAY 3, 2000
