<PAGE>
As filed with the Securities and Exchange Commission on May 31, 1996
Registration No. 33-90670
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
MARCAM CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-2711580
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
95 Wells Avenue
Newton, MA 02159
(617) 965-0220
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
--------------------
George A. Chamberlain, 3d
Chief Financial Officer
Marcam Corporation
95 Wells Avenue
Newton, MA 02159
(617) 965-0220
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Mark H. Burnett, Esq.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
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Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
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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 offered 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, please check the following box
and list the Securities Act registration statement number of the 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 [ X ]
================================================================================
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Subject To Completion, Dated May 31, 1996
MARCAM CORPORATION
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383,333 Shares
Common Stock
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This Prospectus relates to the offer and resale of 383,333 shares of Common
Stock, $.01 par value per share (the "Shares"), of Marcam Corporation ("Marcam"
or the "Company"), by certain holders of warrants (the "Warrantholders") to
purchase Common Stock of the Company (the "Warrants"). This Prospectus does not
relate to the issuance of the shares upon exercise of the Warrants but relates
to the resale of such shares by the holders of the Shares (the "Selling
Shareholders"). The Selling Shareholders may sell the Shares at market prices
prevailing at the time of the sale or at prices otherwise negotiated. See "PLAN
OF DISTRIBUTION." The Warrantholders acquired the Warrants on May 12, 1994 in
connection with a private placement and pursuant to the terms of several
substantially identical Note and Warrant Purchase Agreements (collectively, the
"Purchase Agreement"), as amended, dated as of May 12, 1994 by and among Marcam
and each of The Northwestern Mutual Life Insurance Company, John Hancock Mutual
Life Insurance Company and John Hancock Life Insurance Company of America. The
Warrants became exercisable on June 30, 1994 and remain exercisable until April
30, 2001. As of the date of this Prospectus, none of the Warrants have been
exercised. The Selling Shareholders and certain persons who purchase shares
from them, including broker-dealers acting as principals who may resell the
Shares, may be deemed "underwriters," as that term is defined in the Securities
Act of 1933, as amended (the "Securities Act"). See "PLAN OF DISTRIBUTION" and
"SELLING SHAREHOLDERS."
None of the proceeds from the resale of the Shares will be received by the
Company. The Company will receive the proceeds from the exercise of the
Warrants. The Company is responsible for the expenses incurred in connection
with the registration of the Shares. The Selling Shareholders will pay or
assume brokerage commissions or other similar charges incurred in the sale of
the Shares. The Company has agreed to indemnify the Selling Shareholders
against certain liabilities, including liabilities under the Securities Act,
and, in lieu thereof, to contribute toward amounts paid in respect of such
liabilities. The Company is contemporaneously registering 1,580,000 shares of
Common Stock for public resale by International Business Machine Corporation.
Marcam's Common Stock is listed on The Nasdaq National Market under the
symbol "MCAM." The last reported sale price for the Common Stock on May 30, 1996
was $12.625, as reported by The Nasdaq National Market.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN THESE SECURITIES INVOLVES CERTAIN RISKS. SEE "RISK
FACTORS" APPEARING ON PAGES 7 THROUGH 10.
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus in connection with
the offering made hereby, and if given or made, such information or
representation must not be relied upon as having been authorized by the Company.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that information herein is correct as
of any time subsequent to the date hereof.
The date of this Prospectus is June __, 1996.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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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 reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information are available for inspection and copying at the
public reference facilities maintained by the Commission at 450 5th Street,
N.W., Washington, D.C. 20549, and at the following regional offices of the
Commission: 75 Park Place, 14th Floor, New York, New York 10007 and 219 South
Dearborn Street, Room 1204, Chicago, Illinois 60604. Copies of such material
can also be obtained from the Public Reference Section of the Commission at 450
5th Street, N.W., Washington, D.C. 20549 at prescribed rates. The Common Stock
of the Company is quoted on The Nasdaq National Market and such material may
also be inspected and copied at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (including all amendments thereto, the "Registration Statement") under the
Securities Act, with respect to the Common Stock offered hereby. This
Prospectus does not contain all information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information regarding the Company
and the Common Stock offered hereby, reference is hereby made to the
Registration Statement and to the exhibits and schedules filed therewith.
Statements contained in this Prospectus regarding the contents of any agreement
or other document filed as an exhibit to the Registration Statement are not
necessarily complete, and in each instance reference is made to the copy of such
agreement filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference. The Registration Statement,
including the exhibits and schedules thereto, may be inspected at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 and copies of all or any part thereof may be
obtained from such office upon payment of the prescribed fees.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated in this Prospectus by reference as of their
respective dates (File No. 0-18674): (1) Annual Report on Form 10-K for the
fiscal year ended September 30, 1995 (as amended on February 7, 1996); (2)
Quarterly Reports on Form 10-Q for the fiscal periods ended December 31, 1995
and March 31, 1996; (3) Current Report on Form 8-K dated September 29, 1995; and
(4) the section entitled "Description of Securities to be Registered" contained
in the Company's Registration Statement on Form 8-A filed on June 29, 1990, as
amended on Form 8 as filed with the Commission on August 13, 1990.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering
made hereby, shall be deemed to be incorporated by reference in this Prospectus
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 which is also deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement 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 a Prospectus
is delivered, on the written or oral request of such person, a copy of any or
all of the documents described above (other than exhibits to such documents).
Requests for such copies should be directed to George A. Chamberlain, 3d, Chief
Financial Officer, Marcam Corporation, 95 Wells Avenue, Newton, Massachusetts
02159 (telephone: 617-965-0220).
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TRADEMARKS
Marcam and PRISM are registered trademarks of Marcam. Other product and
company names mentioned herein may be trademarks and/or registered trademarks of
their respective companies.
THE COMPANY
Marcam is a worldwide provider of enterprise software applications and
services for manufacturing and distribution companies using midrange and
personal computers. Marcam's PRISM, MAPICS and Protean product families offer
comprehensive business planning and control solutions for customers' production,
logistics, maintenance, financial, field service, and sales and marketing
requirements. Marcam also provides customer support, implementation consulting,
education and programming services to its customers.
Marcam was incorporated in Massachusetts in 1980. The Company's principal
executive offices are located at 95 Wells Avenue, Newton, Massachusetts 02159
and its telephone number is (617) 965-0220.
RECENT DEVELOPMENTS
Fiscal 1996 Results and Developments. The Company reported total revenues
for the three- and six-month periods ended March 31, 1996 of $47,426,000 and
$97,429,000, respectively, compared to $49,393,000 and $97,007,000 for the same
periods in 1995, representing a decrease of 4.0% for the three-month period and
an increase of 0.4% for the six-month period. The Company also reported a net
loss for the three- and six-month periods ended March 31, 1996 of $10,759,000,
or $0.94 per share, and $13,609,000, or $1.20 per share, respectively, compared
to net income of $346,000, or $0.03 per share, and a net loss of $559,000, or
$0.05 per share, for the same periods in 1995.
The loss for the quarter ended March 31, 1996 included approximately
$6,250,000 of charges, consisting of $3,250,000 for costs associated with
settlement of the shareholder class action litigation and $3,000,000 of
provisions for estimated services contract losses and additional legal costs.
The principal reason for the loss, excluding these charges, was the Company's
continued investment in the Protean product line, which has not yet yielded
commensurate revenues. While the Company's AS/400 based businesses were
profitable overall, these profits were insufficient to cover investments made in
the Protean business.
The Company has reached an agreement in principle to settle the shareholder
class action litigation brought against the Company and certain of its current
and former officers. The litigation, which was brought in August 1994, alleges
violations of federal securities law. Of the $5,750,000 settlement, the Company
will contribute $2,750,000 from its own funds, with the remainder to be provided
for by insurance. The settlement is subject to signing a definitive agreement
and approval by the Federal District Court in Massachusetts. The Company
recorded a charge of $3,250,000 during the quarter ended March 31, 1996 to cover
the settlement and other expenses incurred in connection with the litigation.
Late in the second quarter of fiscal 1996, management conducted reviews of
the delivery schedule for its Protean products. As a result, a delay in the
availability of certain modules, particularly the customer order management
module, has been announced. The Company is currently working with its customers
to address the impact of this change on their plans and operations. The Company
has not yet determined the financial impact, if any, of these delivery schedule
changes.
The Company has initiated reviews of its operating expense structure to
assess the efficiency and effectiveness of its operations and to identify
opportunities to improve the profitability of each of the business units. The
actions, if any, which result from these reviews will be initiated in the third
quarter of 1996.
At March 31, 1996, the Company had outstanding $25,000,000 in aggregate
principal amount of 9.82% unsecured subordinated notes due April 30, 2001. The
terms of the subordinated debt contain financial covenants which, among other
things, require the maintenance of certain financial ratios, limit the
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Company's ability to incur additional debt, and preclude the payment of
dividends. The Company obtained from the note holders a waiver of certain
covenants that require the maintenance of certain financial ratios, which is in
effect until July 15, 1996. The Company is in the process of negotiating
permanent waivers and/or amendments with the note holders. If the Company is
unable to obtain such waivers and/or amendments, the Company will be in default
under the notes and will be required to seek alternative financing. If the
maturity of the notes were accelerated upon a default, the Company currently
does not have or expect to have sufficient cash to repay the outstanding
indebtedness under the notes. There can be no assurance that the Company will be
able to obtain the necessary permanent waivers and/or amendments from the note
holders or, in the alternative, that additional debt or equity financing will be
available or available on terms acceptable to the Company.
Fiscal 1995 Results and Developments. Revenues for the year ended
September 30, 1995 were $202,332,000, up 17% from the $172,876,000 recorded in
1994. For fiscal 1995, the Company reported a net loss of $34,357,000, or $3.05
per share, compared to a net loss of $1,018,000, or $0.09 per share, for fiscal
1994. In the quarter ended September 30, 1995, the Company recorded a
restructuring charge of $28,756,000 relating to the Company's restructuring of
its product lines and global operations and related write-offs of intangible
assets. As of March 31, 1996, a balance of $3,160,000 associated with this
charge remained in accrued liabilities. Management believes that this remaining
balance is adequate to cover future expenditures associated with the 1995
restructuring actions.
Marcam took a number of strategic measures in the fourth quarter of fiscal
1995 to enable the Company to better exploit present and future market
opportunities. These actions included the establishment of a new revolving
senior secured credit facility, the addition of $22,500,000 in equity capital,
the restructuring of the Company's product lines and global operations and
related write-offs of intangible assets, the acquisition of all of the
outstanding capital stock of Mapics, Inc. and the restructuring of the financial
covenants under its $25,000,000 Subordinated Notes.
As a result of the operating loss for the quarter ended June 30, 1995, the
Company was not in compliance with certain of its financial covenants under its
revolving credit facility. On August 30, 1995, the Company terminated this
credit facility and on August 31, 1995 the Company established a new revolving
senior secured credit facility with a new lender. Under the new revolving
credit facility, the Company currently may borrow up to $7,500,000, with
borrowing availability equal to 80% of qualifying accounts receivable
("qualifying accounts receivable" for purposes of this credit facility generally
means any receivable which is not outstanding for more than 120 days, is not
subject to any contingencies, is not owing from an affiliate of Marcam, or is
otherwise not in dispute). Upon completion of certain filings, the maximum
availability will be increased to $12,000,000. All borrowings under this
facility bear interest at a designated
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prime rate plus 3% per annum. The Company's obligations under this credit
facility are secured by liens on substantially all of the Company's assets. The
revolving credit facility contains covenants which, among other things, impose
certain limitations or prohibitions on the Company with respect to the
incurrence of indebtedness, liens and capital leases; the payment of dividends
on, and the redemption or repurchase of, capital stock of the Company;
investments and acquisitions; the merger or consolidation of the Company with
any person or entity; and the disposition of any of the Company's properties or
assets. At March 31, 1996, the Company had the ability to borrow up to
$7,500,000 but had no borrowings under this credit facility. This credit
facility expires on September 30, 1996.
Pursuant to the terms of a Convertible Preferred Stock Purchase Agreement
dated as of September 20, 1995, the Company issued and sold an aggregate of
225,000 shares of Series D Convertible Preferred Stock, par value $1.00 per
share ("Series D Convertible Preferred Stock"), of the Company to General
Atlantic Partners 21, L.P., GAP Coinvestment Partners, L.P. and The Northwestern
Mutual Life Insurance Company for an aggregate purchase price of $22,500,000.
Each share of Series D Convertible Preferred Stock is convertible at any time
into 10 shares of Common Stock, par value $.01 per share, of the Company,
subject to adjustment on the event of a subdivision or combination of Marcam
common stock or certain reorganizations or reclassifications of the capital
stock of the Company.
On September 29, 1995, Marcam acquired all of the outstanding capital stock
of Mapics, Inc. ("Mapics"). In the acquisition, the Company (1) acquired from
IBM all of the outstanding Class B Preferred Shares and Common Shares of Mapics,
for $1.00; (2) acquired 4 Class A Preferred Shares and 4 Class C Preferred
Shares of Mapics from Richard C. Cook, the Vice President and General Manager of
the Company's MAPICS Business Group and the President of Mapics, in exchange for
the surrender by the Company to Mr. Cook of a promissory note made by Mr. Cook
with a principal amount of $58,823.53; and (3) acquired the remaining
outstanding Class A Preferred Shares and Class C Preferred Shares of Mapics from
Edison Venture Fund, L.P. for $1,508,122.00. In connection with the
acquisition, the Company also terminated substantially all of its affirmative
covenants in place with IBM under the Participation Agreement entered into by
the Company in February 1993 in connection with its acquisition of the marketing
rights to the MAPICS product line. Mapics develops and supports software
applications for manufacturing companies. As a result of the acquisition, the
Company currently owns (through Mapics) all right, title and interest in the
MAPICS product line.
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On September 29, 1995, the Company amended certain covenants existing under
its $25,000,000 Subordinated Notes. The amendments, among other things, modify
certain financial covenants to the Company's benefit.
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RISK FACTORS
In addition to the other information contained in this Prospectus, the
following factors should be carefully considered by prospective investors when
evaluating an investment in the Company's securities.
Recent Operating Losses/Liquidity. The Company has incurred net losses of
$12,684,000 for the fiscal year ended September 30, 1993, $1,018,000 for the
fiscal year ended September 30, 1994, $34,357,000 for the fiscal year ended
September 30, 1995 and $13,609,000 for the six months ended March 31, 1996. At
March 31, 1996, the Company's accumulated deficit was approximately $50,078,000.
There can be no assurance that the Company will be able to operate profitably or
achieve sustained profitability in the future.
The Company has used cash during fiscal years 1994, 1995 and 1996 to fund
strategic investments, in particular substantial expenditures for new product
development, and operating losses. For the fiscal years 1994 and 1995 and for
the first two quarters of fiscal 1996, the Company's gross research and product
development expenditures were approximately $36,405,000, $41,140,000 and
$20,204,000, respectively. During the remainder of fiscal year 1996 and for
fiscal year 1997, the Company currently intends to continue to make investments
in product development. The Company's objective is to fund these investments
primarily with cash from improved operations. The Company's timely ability to
generate cash from operations depends upon, among other things, revenue growth,
completion and market acceptance of new products, success in enhancing and
selling its current AS/400-based families of products, improvements in operating
productivity, and payment terms and collections of accounts receivable.
As a result of lower than expected fiscal 1995 results and reduced
expectations in the business outlook for certain of the Company's product
offerings, the Company made several strategic decisions in fiscal 1995. These
decisions included taking steps to focus Company resources on its Protean,
MAPICS and Prism host-based product families, ceasing its investment in the
development of its Prism Client/Server product line and establishing the MXP
business group as a separate company. The Company's ability to successfully
implement these strategic decisions will impact its future results of operations
and liquidity position. The successful implementation of these strategic
decisions will depend upon, among other things, its ability to maintain and
enhance its three major product lines, to develop and introduce new products
that keep pace with technological developments, and to satisfy increasingly
sophisticated customer requirements.
At March 31, 1996, the Company had outstanding $25,000,000 in aggregate
principal amount of 9.82% unsecured subordinated notes due April 30, 2001. The
terms of the subordinated debt contain financial covenants which, among other
things, require the maintenance of certain financial ratios. The Company
obtained from the note holders a waiver of certain covenants that require the
maintenance of certain financial ratios, which is in effect until July 15, 1996.
The Company is in the process of negotiating permanent waivers and/or amendments
with the note holders. If the Company is unable to obtain such waivers and/or
amendments, the Company will be in default under the notes and will be required
to seek alternative financing. If the maturity of the notes were accelerated
upon a default, the Company currently does not have or expect to have sufficient
cash to repay the outstanding indebtedness under the notes. There can be no
assurance that the Company will be able to obtain the necessary permanent
waivers and/or amendments from the note holders or, in the alternative, that
additional debt or equity financing will be available or available on terms
acceptable to the Company.
There can be no assurance that the Company's operations will generate
sufficient cash to finance its activities. Until operations improve to meet its
cash requirements, the Company will need to rely on cash available from its
September 1995 equity financing and borrowings under its credit facility. If,
however, such sources prove insufficient during 1996 or over the longer term,
the Company will be required to make changes in operations. Further, if such
sources of cash are insufficient or if the Company defaults on its outstanding
subordinated notes, the Company will be required to
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seek additional debt or equity financing. There can be no assurance that
additional debt or equity financing will be available or available on terms
acceptable to the Company. See "Recent Developments."
Variability of Quarterly Operating Results. Marcam's sales cycle typically
ranges from three to twelve months, and the cost of acquiring Marcam's software
and associated computer hardware, and of training system users, represents a
significant expenditure for customers. Marcam's relatively long sales cycle and
high license fees, together with fixed short-term expenses, such as product
development expenditures, can cause significant variations in operating results
from quarter to quarter, based on a relatively small variation in the timing of
major contracts.
New Products and Technological Change. The market for the Company's
software products is characterized by rapid technological advances, evolving
industry standards in computer hardware and software technology, changes in
customer requirements, and frequent new product introductions and enhancements.
The Company's future success will depend upon its ability to continue to enhance
its current product lines and to develop and introduce new products that keep
pace with technological developments, satisfy increasingly sophisticated
customer requirements and achieve market acceptance. There can be no assurance
that the Company will be successful in developing and marketing, on a timely and
cost-effective basis, product enhancements or new products that respond to
technological advances by others, or that its new products will achieve market
acceptance. Late in the second quarter of fiscal 1996, the Company announced a
delay in the availability of certain Protean product modules, particularly the
customer order management module. The Company has not yet determined the
financial impact, if any, of this delay. There can be no assurance that this
delay will not have a material adverse effect on the Company and its financial
condition and results of operations.
In particular, many of the Company's software products (such as PRISM Host)
are designed to operate on IBM proprietary hardware, including IBM's AS/400
computer systems. The Company must continue to invest in enhancements and
support for these products in a cost-effective manner. Other Marcam software
products (such as Mapics XP) are designed to operate in a client-server
environment. Marcam's newest products are designed to be platform independent
and utilize advanced object technology. Products embodying this technology are
just beginning to be introduced into the existing enterprise resource planning
marketplace. Although the Company believes that its new object technology
products will enjoy increased acceptance by users in the existing enterprise
resource planning marketplace, there can be no assurance that such products will
be accepted by users in the enterprise resource planning marketplace to a
significant degree or at all. Major new product enhancements and new products
can require long development and testing periods to achieve market acceptance.
In addition, software programs as complex as those offered by the Company may
contain errors which are undetected when the products are first introduced or as
new versions are released that, despite testing by the Company, are discovered
only after a product has been installed and used by customers. There can be no
assurance that errors will not impair the market acceptance of these products or
adversely affect the Company's operating results. The Company has from time to
time experienced problems with customers not being able to install or implement
certain of the Company's new product releases and with product performance,
including problems related to product functionality, product response time and
program errors. Currently, Marcam is not aware of any product implementation
issues which have not been addressed or are not currently being addressed by
Marcam. There can be no assurance that problems encountered by customers
installing and implementing new releases or with the performance of the
Company's products will not arise in the future, and if such problems arise,
that such problems will not have a material adverse effect on the Company's
business and operating results.
Restatement of Financial Statements. The Company acquired the exclusive
marketing rights to the MAPICS product line on February 26, 1993. The Company
initially accounted for the transactions entered into by the Company in
connection with this acquisition (collectively, the "Mapics Transaction") as the
acquisition of the marketing rights to the MAPICS product line and began
amortizing the cost of the transaction to expense over the 25-year term of the
license. In August of 1994, the Company's financial statements were restated
for the first and second quarters of fiscal year 1994 and the second, third, and
fourth quarters of fiscal year 1993 to reflect the Mapics Transaction as an
installment purchase of the MAPICS software product, in-process research and
development and certain other related intangible assets because the cost of
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exercising the option to acquire the MAPICS software was expected to be
substantially less than the required royalty payments if the option was not
exercised. The Company's financial statements were also restated for fiscal
years 1991 through 1993 to consolidate retroactively the Company's affiliates in
Italy, Belgium and Holland. The financial statements of these companies were
consolidated because they were effectively controlled and financed by the
Company during those years. Since September 1994, the Company has hired a new
Chief Financial Officer and a new Corporate Controller and Treasurer and engaged
Coopers & Lybrand L.L.P. as its new principal independent accountants.
Relationship with and Dependence on IBM. A substantial majority of
Marcam's software license revenue is derived from products designed to operate
on IBM's proprietary AS/400 series of computers. Marcam's current business is
therefore affected by IBM's success in designing and marketing these computer
systems.
Dependence on Proprietary Technology. Marcam's success is heavily
dependent upon its proprietary software. Marcam relies on a combination of
patent, trade secret, copyright and trademark laws, and non-disclosure and
license agreements, to protect its proprietary rights in its products. Marcam
enters into confidentiality and/or license agreements with its employees,
distributors, customers and potential customers, and limits access to and
distribution of its software, documentation, and other proprietary information.
There can be no assurance that steps taken by Marcam in this regard will be
adequate to deter misappropriation or independent third party development of its
technology.
Competition. The market for application software to support manufacturers
and distributors is highly competitive. Some of Marcam's current and potential
competitors have significantly greater development, marketing and capital
resources than Marcam. In addition, most of Marcam's existing and potential
customers have a variety of software developed by their management information
systems departments. Marcam's success depends, in part, on its ability to
persuade existing and potential customers to replace or augment their internally
developed software with Marcam's products, and there can be no assurance that
Marcam will be able to accomplish this objective.
Attraction and Retention of Key Personnel. Marcam believes that its
success will depend in large part on its ability to attract and retain highly-
skilled technical, managerial and marketing personnel. Competition for such
personnel is intense. None of Marcam's employees is bound by an employment
agreement. All key employees, however, are bound by a non-competition agreement
which extends for one year after termination of their employment with Marcam.
There can be no assurance that Marcam will be successful in attracting and
retaining the personnel it requires to continue to grow and operate profitably.
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Possible Volatility of Stock Price. The stock market from time to time
experiences extreme price and volume fluctuations, particularly in the high
technology sector. In addition, factors such as announcements of technological
innovations or new products by Marcam or its competitors, quarterly financial
releases, as well as market conditions in the computer software or hardware
industries, may have a significant impact on the market price of Marcam's common
stock. Marcam's common stock has experienced, and may in the future exhibit,
price volatility because of factors related, as well as unrelated, to Marcam's
operating performance. In addition, in September 1995 the Company issued and
sold 225,000 shares of preferred stock which are convertible into an aggregate
of 2,250,000 shares of Common Stock. If the Company generates income during
fiscal year 1996, the Company will be required to include these additional
shares in the calculation of earnings per share, and as a result, the Company
will report lower earnings per share during fiscal year 1996 than during fiscal
year 1995, assuming all other things being equal. If the Company generates a
loss during fiscal year 1996, these additional shares will not be included in
the calculation of loss per share.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders. The Company will receive the proceeds from
the exercise of the Warrants. The exercise price for each Warrant is $8.93 per
share (subject to adjustment upon the occurrence of certain events) and is
payable, at the election of the Warrantholders, (i) in cash; (ii) by
surrendering for cancellation a principal amount of 9.82% Subordinated Notes due
April 30, 2001 of the Company (the "Subordinated Notes") equal to the exercise
price of the Warrants being exercised; or (iii) by surrendering for cancellation
additional Warrant Certificates having a value (calculated with regard to the
excess of the market price of the Common Stock issuable in respect thereof over
the aggregate exercise price therefor) equal to the exercise price of the
Warrants being exercised. In the event that the Company receives cash proceeds
for the exercise of any Warrants, such cash will be used for general corporate
purposes.
SELLING SHAREHOLDERS
The Warrants were issued to the Warrantholders in partial consideration for
the purchase by the Warrantholders in May 1994 of an aggregate principal amount
of $25,000,000 of the Subordinated Notes.
The following table sets forth certain information regarding beneficial
ownership of the Shares as of May 1, 1996 and the number of Shares which may be
offered for the account of the Selling Shareholders or their transferees from
time to time.
<TABLE>
<CAPTION>
Shares Shares Shares
Beneficially To Be Sold Beneficially
Owned Prior In The Owned After
Selling Shareholders (1) To Offering (2) Offering (3) The Offering (3)
- --------------------------- ------------------ ------------ ----------------
<S> <C> <C> <C>
Number Percent
--------------
The Northwestern Mutual Life Insurance 480,000 4% 230,000 250,000
Company
John Hancock Mutual Life Insurance 122,666 1% 122,666 0
Company
John Hancock Life Insurance Company 30,667 ----- 30,667 0
of America
- ----------------------
</TABLE>
(1) The Selling Shareholders have not had any position, office or other
material relationship with the Company or any of its affiliates within the
three years preceding the date of this Prospectus, except that the Selling
Shareholders are the holders of the Subordinated Notes and the Northwestern
Mutual Life Insurance
<PAGE>
-11-
Company holds Series D Convertible Preferred Stock in Marcam. See "Recent
Developments." The terms of the Subordinated Notes contain financial
covenants which, among other things, require the maintenance of certain
financial ratios, limit the Company's ability to incur additional debt and
preclude the payment of dividends.
(2) Unless otherwise indicated, all of such beneficial holdings represent less
than 1% of the Company's outstanding Common Stock. The Northwestern Mutual
Life Insurance Company's holdings include 25,000 shares of Series D
Convertible Preferred Stock which are convertible into 250,000 shares of
Common Stock. Such underlying shares of Common Stock are not being offered
hereby.
(3) Share numbers are estimated as the Selling Shareholders or their
transferees may sell all or any part of their Shares pursuant to the
offering.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Shareholders acting as principals for their own accounts. The Company is
responsible for the expenses incurred in connection with the registration of the
Shares. The Selling Shareholders will pay or assume brokerage commissions or
other charges and expenses incurred in the sale of the Shares. In addition,
Marcam has agreed to indemnify the Selling Shareholders against certain
liabilities, including liabilities under the Securities Act, and, in lieu
thereof, to contribute toward amounts paid in respect of such liabilities and,
in the event that any offering is made by the Selling Shareholders through
underwriters, to agree to indemnify such underwriters for, and to contribute
towards amounts paid by such underwriters, in respect of such liabilities.
The distribution of the Shares by the Selling Shareholders is not currently
subject to any underwriting agreement. The Shares covered by this Prospectus may
be sold by the Selling Shareholders or by pledgees, donees, transferees, or
other successors in interest from time to time. Such sales may be made at fixed
prices that may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, or at negotiated prices. Such
sales may be effected in the over-the-counter market, on the National
Association of Securities Dealers Automated Quotation System, on The Nasdaq
National Market or on any exchange on which the Shares may then be listed. The
Shares may be sold by one or more of the following: (a) one or more block
trades in which a broker or dealer so engaged will attempt to sell all or a
portion of the Shares held by each Selling Shareholder as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; and (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. The
Selling Shareholders may effect such transactions by selling Shares to or
through broker-dealers, and such broker-dealers will receive compensation in
negotiated amounts in the form of discounts, concessions, commissions or fees
from the Selling Shareholders and/or the purchasers of the Shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). Such brokers or dealers or the participating brokers or
dealers and the Selling Shareholders may be deemed to be "underwriters" within
the meaning of the Securities Act, in connection with such sales and any
commissions received by such broker-dealers may be deemed to be underwriting
compensation.
Any securities covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act, may be sold under Rule 144 rather than
pursuant to this Prospectus.
The Selling Shareholders are not restricted as to the price or prices at
which they may sell their Shares. Sales of such Shares at less than the market
prices may depress the market price of the Company's Common Stock. Moreover,
the Selling Shareholders are not restricted as to the number of Shares which may
be sold at any one time, and it is possible that a significant number of Shares
could be sold at the same time.
Marcam has agreed to keep the registration statement relating to the
offering and sale of the Shares effective until the earlier to occur of
(i) April 30, 2001 and (ii) such earlier time as all Shares have been disposed
of in a manner permitting resale without further registration thereof under the
Securities Act.
<PAGE>
-12-
Boston Equiserve, 150 Royall Street, Canton, Massachusetts 02021, is the
transfer agent for the Company's Common Stock and Warrants.
LEGAL MATTERS
Certain legal matters with respect to the issuance of the Shares are being
passed upon for the Company by Testa, Hurwitz & Thibeault, LLP, High Street
Tower, 125 High Street, Boston, Massachusetts.
EXPERTS
The consolidated financial statements of Marcam Corporation as of and for
the year ended September 30, 1995, included in the Company's Annual Report on
Form 10-K/A for the year ended September 30, 1995, have been audited by Coopers
& Lybrand L.L.P., independent accountants, as set forth in their report, dated
October 20, 1995 and accompanying such financial statements, which included an
explanatory paragraph that described the litigation discussed in Note 9 to the
consolidated financial statements, and are incorporated herein by reference in
reliance upon the report of such firm, which report is given upon their
authority as experts in accounting and auditing.
The consolidated financial statements of Marcam Corporation and
Subsidiaries as of September 30, 1994 and 1993, and for each of the years in the
two-year period ended September 30, 1994, have been incorporated by reference
herein in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
<PAGE>
================================================================================
No dealer, salesperson or any other person has
been authorized to give any information or to
make any representations not contained in this
Prospectus and, if given or made, such
information or representations must not 383,333 Shares
be relied upon as having been authorized by the
Company. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to sell,
any securities other than the registered securities
to which it relates, or an offer to or solicitation of
any person in any jurisdiction where such an offer MARCAM CORPORATION
or solicitation would be unlawful. Neither the
delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create
an implication that the information contained Common Stock
herein is correct as of any time subsequent to the
date hereof.
- ----------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
--------------
Page PROSPECTUS
---- --------------
<S> <C>
Available Information........ 2
Information Incorporated by
Reference.................. 2
Trademarks................... 3
The Company.................. 3
Recent Developments.......... 3
Risk Factors................. 7
Use of Proceeds.............. 10
Selling Shareholders......... 10
Plan of Distribution......... 11
Legal Matters................ 12
Experts...................... 12 June _____, 1996
================================================================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses in connection with the distribution of the securities being
registered hereby are estimated as follows:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Fee............. $ 1,470.55
NASDAQ Listing Fee................. $ 7,666.66
Legal Fees and Expenses............................ $50,000.00
Accounting Fees and Expenses....................... $15,000.00
Blue Sky Fees and Expenses (including legal fees).. $ 1,000.00
Miscellaneous Expenses............................. $ 1,862.79
----------
Total.................... $77,000.00
</TABLE>
None of the above expenses will be paid by the Selling Shareholders.
Item 15. Indemnification of Directors and Officers
Section 67 of the Massachusetts Business Corporation Law ("Section 67")
provides that a corporation may indemnify its directors and officers to the
extent specified in or authorized by (i) the articles of organization, (ii) a
by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election of directors.
In all instances, the extent to which a corporation provides indemnification to
its directors and officers under Section 67 is optional. The Company's Restated
Articles of Organization provide indemnification to the Company's directors and
officers to the fullest extent permitted by Massachusetts law, including
circumstances in which indemnification is otherwise discretionary. The
Company's By-laws provide that each director and officer shall be indemnified by
the Company against liabilities and expenses in connection with any legal
proceeding to which such officer or director may become a party by reason of
being or having been an officer or director, provided that such officer or
director acted in good faith and in a manner he or she reasonably believed to be
in the best interests of the Company, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The Company has also entered into indemnity agreements with each of
its directors and certain executive officers, which agreements require the
Company to indemnify such individuals to the fullest extent permitted by
Massachusetts law.
The Company's Restated Articles of Organization eliminate the personal
liability of the Company's directors for monetary damages for breach of their
fiduciary duty as directors to the Company and its stockholders, notwithstanding
any provision of law imposing such liability. The Company's Articles of
Organization, however, do not eliminate liability of the Company's directors for
breach of the director's duty of loyalty to the Company or its stockholders,
acts or omissions not in good faith or involving intentional misconduct or a
knowing violation of law and actions leading to improper personal benefit to the
director, or under Section 61 or 62 of the Massachusetts Business Corporation
Law.
II-1
<PAGE>
<TABLE>
<CAPTION>
Item 16. Exhibits
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
4.1 Restated Articles of Organization of the Registrant (filed as
Exhibits 3.2, 4.2 to the Registrant's Registration Statement on
Form S-1, No. 33-35666, and incorporated herein by reference).
4.2 By-laws, as amended and restated, of the Registrant (filed as
Exhibits 3.3, 4.3 to the Registrant's Registration Statement on
Form S-1, No. 33-35666, and incorporated herein by reference).
4.3 Specimen Common Stock Certificate (filed as Exhibit 4.4 to the
Registrant's Registration Statement on Form S-1, No. 33-35666, and
incorporated herein by reference).
5.1** Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1* Consent of KPMG Peat Marwick LLP.
23.2** Consent of Testa, Hurwitz & Thibeault, LLP (contained in Exhibit
5.1).
23.3* Consent of Coopers & Lybrand L.L.P.
24.1** Power of Attorney.
________________________
* Filed herewith.
**Previously filed.
</TABLE>
II-2
<PAGE>
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement;
(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 paragraphs (a)(1)(i) and (a)(1)(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.
(b) The undersigned registrant hereby undertakes 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 the
registration statement 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.
(c) 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(d) Unless the registrant and the Selling Shareholders otherwise agree,
the undersigned registrant hereby undertakes to keep the registration statement
effective until the earlier to occur of (i) April 30, 2001 and
II-3
<PAGE>
(ii) such earlier time as all Shares have been disposed of in a manner
permitting resale without further registration thereof under the Securities Act
of 1933.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to Registration Statement on
Form S-3, and the Prospectus included herein, to be signed on its behalf by the
undersigned, thereunto duly authorized, on May 30, 1996.
MARCAM CORPORATION
By: /s/ George A. Chamberlain, 3d
-----------------------------
Name: George A. Chamberlain, 3d
Title: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed below by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
* President, Chief Executive Officer May 30, 1996
- --------------------------- and Director (principal executive
Michael J. Quinlan officer)
* Chairman of the Board and Director May 30, 1996
- ---------------------------
Paul A. Margolis
/s/ George A. Chamberlain, 3d Chief Financial Officer (principal May 30, 1996
- --------------------------- financial and accounting officer)
George A. Chamberlain, 3d
* Director May 30, 1996
- ---------------------------
Robert G. Barrett
* Director May 30, 1996
- ---------------------------
John Campbell
Director
- ---------------------------
William E. Ford
Director
- ---------------------------
William O. Grabe
* Director May 30, 1996
- ---------------------------
Richard S. Hickok
* Director May 30, 1996
- ---------------------------
Edward J. Kfoury
* Director May 30, 1996
- ---------------------------
Dean R. McKay
*By: /s/ George A. Chamberlain, 3d
-----------------------------
George A. Chamberlain, 3d,
as Attorney-in-Fact
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT LIST
------------
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- --------
<S> <C> <C>
4.1 Restated Articles of Organization of the Registrant (filed as Exhibits
3.2, 4.2 to the Registrant's Registration Statement on Form S-1, No.
33-35666, and incorporated herein by reference).
4.2 By-laws, as amended and restated, of the Registrant (filed as Exhibits
3.3, 4.3 to the Registrant's Registration Statement on Form S-1, No.
33-35666, and incorporated herein by reference).
4.3 Specimen Common Stock Certificate (filed as Exhibit 4.4 to the
Registrant's Registration Statement on Form S-1, No. 33-35666, and
incorporated herein by reference).
5.1** Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1* Consent of KPMG Peat Marwick LLP.
23.2** Consent of Testa, Hurwitz & Thibeault, LLP (contained in Exhibit
5.1).
23.3* Consent of Coopers & Lybrand L.L.P.
24.1** Power of Attorney.
_____________________
* Filed herewith.
**Previously filed.
</TABLE>
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Marcam Corporation:
We consent to incorporation by reference in the Registration Statement (No. 33-
90670) on Form S-3 of Marcam Corporation of our report dated October 20, 1994,
relating to the consolidated balance sheet of Marcam Corporation and
subsidiaries as of September 30, 1994, and the related consolidated statements
of operations, stockholders' equity, and cash flows for each of the years in the
two-year period ended September 30, 1994, which report appears in the September
30, 1995 annual report on Form 10K/A of Marcam Corporation, and to the reference
to our firm under the heading "Experts" in the Registration Statement.
/s/ KPMG Peat Marwick LLP
------------------------------------
KPMG Peat Marwick LLP
Boston, Massachusetts
May 24, 1996
<PAGE>
Exhibit 23.3
------------
Consent of Independent Accountants
----------------------------------
We consent to the incorporation by reference in Post-Effective Amendment
No. 1 to this registration statement of Marcam Corporation on Form S-3 (No. 33-
90670) of our report, which included an explanatory paragraph that described the
litigation discussed in Note 9 to the consolidated financial statements, dated
October 20, 1995, on our audit of the consolidated financial statements of
Marcam Corporation as of September 30, 1995 and for the year then ended, which
report is included in the Company's Annual Report on Form 10-K/A for the year
ended September 30, 1995. We also consent to the reference to our firm under the
caption "Experts."
/s/ Coopers & Lybrand L.L.P.
-----------------------------------
Coopers & Lybrand L.L.P.
Boston, Massachusetts
May 29, 1996
