Filed pursuant to Rule 424(b)(3)
Commission File No. 333-33865
MAPICS, INC.
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526,309 Shares
Common Stock
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This Prospectus relates to the offering and resale of 526,309 shares
(the "Shares") of Common Stock, par value $.01 per share (the "Common Stock"),
of MAPICS, Inc. ("MAPICS" or the "Company," previously known as Marcam
Corporation), by holders (the "Warrantholders" or the "Selling Shareholders") of
certain warrants to purchase shares of the Common Stock (the "Warrants"). This
Prospectus does not relate to the issuance of the shares of the Common Stock
upon exercise of the Warrants but relates to the resale of such shares of Common
Stock by 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 Selling Shareholders originally
acquired warrants to purchase up to an aggregate of 383,333 shares of the Common
Stock 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 the Company and each of The Northwestern Mutual Life Insurance
Company, John Hancock Mutual Life Insurance Company and John Hancock Life
Insurance Company of America (the "Original Warrants"). On July 29, 1997, the
Company distributed all of the outstanding shares of common stock, par value
$.01 per share, of Marcam Solutions, Inc., a Delaware corporation ("Marcam
Solutions"), to the Company's stockholders of record on the record date for the
distribution (the "Distribution"). In connection with the Distribution, the
Original Warrants were adjusted such that (i) the exercise price per Share was
decreased, and (ii) the number of underlying Shares was increased (the
"Adjustment"). As a result of the Adjustment, the Selling Shareholders currently
hold warrants to purchase up to an aggregate of 526,309 shares of the Common
Stock. The Warrants are exercisable until April 30, 2001. As of the date of this
Prospectus, none of the Warrants has 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.
MAPICS' Common Stock is listed on The Nasdaq National Market under the
symbol "MAPX." The last reported sale price for the Common Stock on August 21,
1997 was $11.375, 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 PAGE 3.
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 August 22, 1997.
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This Prospectus contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Actual results could differ
materially from those projected in the forward-looking statements as a result of
the risk factors incorporated herein by reference and elsewhere in this
Prospectus. In addition to the other information contained in this Prospectus,
the risk factors incorporated herein by reference should be carefully
considered by prospective investors when evaluating an investment in the Common
Stock offered hereby.
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. All such reports, proxy statements and
other information can be inspected and copied at the public reference facilities
maintained by the Securities and Exchange Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following regional offices of the Securities
and Exchange Commission: 73 Tremont Street, Suite 600, Boston, Massachusetts
02108-3912; 7 World Trade Center, Suite 1300, New York, New York 10048; and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material may also be obtained from the Public
Reference Section of the Securities and Exchange Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. The Securities and Exchange
Commission maintains a World-Wide Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Securities and Exchange Commission. The address of the
Securities and Exchange Commission's Web site is http://www.sec.gov. The Common
Stock of the Company is quoted on The Nasdaq National Market and such material
may also be inspected 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 Securities and Exchange 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, which constitutes part of the
Registration Statement, 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 Securities and Exchange 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 Section of the Securities and Exchange
Commission at 450 Fifth Street, N.W., 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 Registrant with the Securities and
Exchange Commission (the "Commission") 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, 1996, including portions of
Marcam Corporation's Proxy Statement dated January 8, 1997 for its Annual
Meeting of Stockholders held on February 12, 1997 set forth under the captions
"Election of Directors," "The Board of Directors and its Committees," "Executive
Compensation," "Securities Ownership of Certain Beneficial Owners and
Management" and "Certain Relationships and Related Transactions"; (2) Quarterly
Reports on Form 10-Q for the fiscal periods ended December 31, 1996, March 31,
1997 and June 30, 1997; (3) Current Reports on Form 8-K dated December 3, 1996,
May 9, 1997, as amended on July 3, 1997, July 15, 1997, July 23, 1997, August 8,
1997 and August 12, 1997; (4) the section entitled "Description of Securities to
be Registered" contained in the Registrant's Registration Statement on Form 8-A
filed with the Commission on December 5, 1996; (5) the section entitled
"Description of Securities to be Registered" contained in the Registrant'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; (6) the Registrant's Proxy
Statement dated June 16, 1997 for its Special Meeting of
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Stockholders held on July 17, 1997; and (7) the Final Prospectus of the
Registrant as filed with the Commission on July 30, 1997 pursuant to Rule 424(b)
of the Securities Act.
All documents subsequently filed by the Company pursuant to Section
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 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 William J. Gilmour,
Chief Financial Officer, MAPICS, Inc., 5775-D Glenridge Drive, Atlanta, Georgia
30328 (telephone: (404) 705-3000).
THE COMPANY
MAPICS is a leading provider of enterprise resource planning ("ERP")
software applications for mid-size discrete and batch-process manufacturing
enterprises worldwide. The Company's products provide an integrated and
function-rich ERP solution with the breadth and depth of applications to manage
an entire manufacturing enterprise. The MAPICS XA product line currently
consists of 44 integrated application modules in the areas of Engineering and
Cost Management, Market and Demand Management, Plant Operations and Logistics
Management, Production Resource Planning, Financial Management and Measurements
and Cross Applications Solutions. The Company continually enhances its product
offerings to meet the specific needs of mid-size manufacturers and offers such
manufacturers the opportunity to gradually migrate to new technologies, one user
at a time if desired, while protecting their existing investments in both
hardware and software. In addition to its internal development programs, the
Company utilizes independent software developers, known as Solution Partners, to
assist in the development of new applications. Solution Partners permit the
Company to introduce new applications quickly and on a variable cost basis.
The Company was incorporated in Massachusetts in 1980. The Company's
principal executive offices are located at 5775-D Glenridge Drive, Atlanta,
Georgia 30328, and its telephone number is (404) 705-3000.
RISK FACTORS
The risk factors are contained in the Final Prospectus of the Company
as filed with the Commission on July 30, 1997 pursuant to Rule 424(b)(4) of the
Securities Act and are incorporated herein by this reference.
See "Information Incorporated by Reference."
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 current exercise price for each Warrant is
$6.5041 per share (subject to adjustment upon the occurrence of certain events)
and is payable, at the election of the Warrantholders, (i) in cash; or (ii) 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.
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SELLING SHAREHOLDERS
The Original 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 9.82% Subordinated Notes (the "Subordinated
Notes"). The Subordinated Notes have been repaid by the Company prior to the
date of this Prospectus.
The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of August 12, 1997 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 of Common Stock Shares Shares of Common Stock
Beneficially To Be Sold Beneficially
Owned Prior In The Owned After
Selling Shareholders (1) To The Offering Offering (2) The Offering (2)
------------------------ --------------- ------------ ----------------
Number Percent
------ -------
<S> <C> <C> <C> <C>
The Northwestern Mutual Life Insurance 565,786 315,786 250,000 1.31%
Company(3)
John Hancock Mutual Life Insurance Company 168,418 168,418 0 *
John Hancock Life Insurance Company of 42,105 42,105 0 *
America
</TABLE>
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* represents less than 1% of the Company's outstanding Common Stock.
(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 as noted
in footnote 3 below.
(2) Assumes that the Selling Shareholders or their transferees sell all of
their Shares pursuant to the offering.
(3) 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.
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, 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 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
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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.
The Company 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.
Boston Equiserve, 150 Royall Street, Canton, Massachusetts 02021, is
the transfer agent and registrar for the Company's Common Stock.
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 combined financial statements of MAPICS, Inc. as of September 30,
1995 and 1996 and March 31, 1997 and for each of the three years in the period
ended September 30, 1996 and for the six months ended March 31, 1997, included
in the Registration Statement on Form S-3 (No. 333-26203), as amended, of the
Company filed with the Securities and Exchange Commission and referred to above,
have been audited by Coopers & Lybrand L.L.P., independent accountants, as set
forth in their report dated June 3, 1997, accompanying such financial
statements, and are incorporated herein by reference in reliance on 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 as of
September 30, 1996 and 1995 and for each of the two years in the period ended
September 30, 1996, included in the Annual Report on Form 10-K of the Company
for the year ended September 30, 1996 and referred to above, have been audited
by Coopers & Lybrand L.L.P., independent accountants, as set forth in their
report dated October 24, 1996, accompanying such 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 for the year 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.
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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 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 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 herein is correct as of any time subsequent to the date hereof.
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TABLE OF CONTENTS
Page
Available Information....................... 2
Information Incorporated by
Reference................................. 2
The Company................................. 3
Risk Factors................................ 3
Use of Proceeds............................. 3
Selling Shareholders........................ 4
Plan of Distribution........................ 4
Legal Matters............................... 5
Experts..................................... 5
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526,309 Shares
MAPICS, INC.
Common Stock
________________
PROSPECTUS
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August 22, 1997
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