UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities and Exchange Act of 1934
INPRISE CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45766C102
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(CUSIP Number)
Robert Coates
5501 LBJ Freeway, Ste 815
Dallas, Texas 75240
972-239-5065
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
August 27, 1999
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the
following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
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RESPECT TO SECURITIES OF THE ISSUER
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On August 27, 1999, C. Robert Coates, a director of Inprise
Corporation, dismissed without prejudice the civil action he had filed in the
Delaware Court of Chancery against Inprise Corporation and its other directors
(Dale Fuller, William Hooper, David Heller, William F. Miller and Harry J. Saal)
challenging the Company's Statement of Policies and Procedures for the Board of
Directors. While Mr. Coates remains opposed to the Policies, he determined to
dismiss the suit without prejudice for several reasons.
First, Mr. Coates believes that, because of his lawsuit, Inprise
recognized in its response to his recent request for information that,
regardless of what the Policies say, Inprise directors have a right to all
material information (including copies thereof) necessary for the discharge of
their fiduciary duty to the Company and its stockholders. Inprise acknowledged
that the Policies could not permit officers of the Company to determine what
information directors are entitled to receive. Inprise also committed to provide
(and has provided) to Mr. Coates at his office copies of materials that he had
requested and invited Mr. Coates to request further information from Inprise
officers without a formal written demand.
Second, Mr. Coates concluded that continuing a general challenge to the
Policies would result in extended litigation which the Company might claim
diverted management's attention from the Company's business.
Third, Mr. Coates can reinstitute a challenge to the Policies if the
Company attempts to apply those Policies in a manner which restricts his ability
to discharge his fiduciary duty as a director of Inprise.
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 30, 1999
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Date
Management Insights, Inc. by
/s/ Robert Coates
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Robert Coates, Chairman & CEO
/s/ Robert Coates
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Robert Coates
