As filed with the Securities and Exchange Commission on June 28, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------
QueryObject Systems Corporation
(Exact name of Registrant as specified in its charter)
Delaware 94-3087939
(State or other jurisdiction of (I.R.S. Employer
incorporation or Organization) Identification No.)
One Expressway Plaza, Suite 208
Roslyn Heights, New York 11577
(Address, including zip code, of Registrant's principal executive offices)
QueryObject Systems Corporation
Amended and Restated
1991 Stock Option Plan and
2000 Stock Option Plan
(Full title of the Plans)
Daniel M. Pess
QueryObject Systems Corporation
One Expressway Plaza, Suite 208
Roslyn Heights, New York 11577
(516) 228-8500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
David J. Adler, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed maximum Proposed maximum Amount of
Title of each class of to be offering price aggregate offering registration
Securities to be registered registered per share price fee
--------------------------- ---------- --------- ----- ---
<S> <C> <C> <C> <C>
Common Stock, par 666,667(2)(3) $3.93(4)
value $.003 per share,
issuable upon exercise of
options granted under the
Amended and Restated
1991 Stock Option
Plan(1) $2,617,059.57 $690.90
Common Stock, par 725,000(2)
value $.003 per share,
issuable upon exercise of
options granted under the
2000 Stock Option
Plan(1) $3.31(5) $2,399,750.00 $633.53
Total 1,391,667 $5,016,809.57 $1,324.43
</TABLE>
(1) All share and per share amounts and option information in this Form S-8
has been adjusted to reflect a one-for-three reverse stock split of the
Common Stock, $.003 par value (the "Common Stock") of QueryObject
Systems Corporation (the "Company").
(2) Pursuant to Rule 416, the registration statement also covers such
indeterminate additional shares of Common Stock as may become issuable
as a result of any future anti-dilution adjustment in accordance with
the terms of the Company's Amended and Restated 1991 Stock Option Plan
(the "1991 Plan") and the Company's 2000 Stock Option Plan (the "2000
Plan").
(3) The number of shares available for the grant of options under the 1991
Plan has been increased from 1,935,333 to 2,602,000. The shares
underlying the options to purchase 1,935,333 shares were previously
registered.
(4) Includes an aggregate of 586,274 shares with respect to which options
were granted under the 1991 Plan at an average exercise price of $4.01
per share. An additional 80,393 shares of Common Stock may be offered
under the 1991 Plan. Pursuant to Rule 457(g) and (h), the offering
price for the shares which may be issued under the 1991 Plan is
estimated solely for the purpose of determining the registration fee
and is based on the closing price of the Company's Common Stock of
$3.31 as reported by the OTC Bulletin Board on June 23, 2000.
(5) An additional 725,000 shares of Common Stock may be offered under the
2000 Plan.
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<PAGE>
EXPLANATORY NOTES
QueryObject Systems Corporation (the "Company") has prepared this
Registration Statement in accordance with the requirements of Form S-8 under the
Securities Act of 1933, to register shares of our common stock, $.003 par value
per share, issuable pursuant to the 1991 Plan and the 2000 Stock Option Plan
(the "2000 Plan").
This Form S-8 includes a Reoffer Prospectus prepared in accordance with
Part I of Form S-3 under the Securities Act. The Reoffer Prospectus may be
utilized for reofferings and resales of shares of Common Stock acquired pursuant
to (i) the 1991 Plan, (ii) the 2000 Plan and (iii) consulting agreements, by
selling stockholders who may be deemed "affiliates" (as such term is defined in
Rule 405 under the Securities Act) of the Company. Some of these shares were
previously registered.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Company will provide documents containing the information specified
in Part 1 of Form S-8 to employees as specified by Rule 428(b)(1) under the
Securities Act. Pursuant to the instructions to Form S-8, the Company is not
required to file these documents either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act.
-iii-
<PAGE>
PROSPECTUS
1,037,167 SHARES
QUERYOBJECT SYSTEMS CORPORATION
Common Stock ($.003 par value)
This prospectus relates to the reoffer and resale by certain selling
stockholders of shares of our common stock that may be issued by us to the
selling stockholders upon the exercise of stock options granted under our 1991
Stock Option Plan, our 2000 Stock Option Plan or under consulting agreements. We
previously registered the offer and sale of the shares to the selling
stockholders. This Prospectus also relates to certain underlying options that
have not as of this date been granted. If and when such options are granted to
persons required to use the prospectus to reoffer and resell the shares
underlying such options, we will distribute a prospectus supplement. The shares
are being reoffered and resold for the account of the selling stockholders and
we will not receive any of the proceeds from the resale of the shares.
The selling stockholders have advised us that the resale of their
shares may be effected from time to time in one or more transactions on the OTC
Bulletin Board, in negotiated transactions or otherwise, at market prices
prevailing at the time of the sale or at prices otherwise negotiated. See "Plan
of Distribution." We will bear all expenses in connection with the preparation
of this prospectus.
Our common stock is listed on the OTC Bulletin Board. On June 23, 2000,
the closing price for the Common Stock, as reported by the OTC Bulletin Board,
was $3.31. In January 2000, we effectuated a one for three reverse stock split
of our common stock and all share and per share amounts and option and warrant
information in this Prospectus has been adjusted to reflect the reverse stock
split.
--------------------------------------------------------------------------------
This investment involves risk. See "Risk Factors" beginning at page 5.
--------------------------------------------------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. THEY
HAVE NOT MADE, NOR WILL THEY MAKE, ANY DETERMINATION AS TO WHETHER ANYONE SHOULD
BUY THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 28, 2000.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). You
may read and copy any document we file at the SEC's public reference room
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You
may obtain further information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the
public over the Internet at the SEC's web site at http://www.sec.gov. You may
also request copies of such documents, upon payment of a duplicating fee, by
writing to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.
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<PAGE>
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION...........................................2
INCORPORATION BY REFERENCE....................................................4
ABOUT THIS PROSPECTUS.........................................................4
RISK FACTORS..................................................................5
THE COMPANY...................................................................9
USE OF PROCEEDS...............................................................9
SELLING STOCKHOLDERS..........................................................9
PLAN OF DISTRIBUTION.........................................................11
LEGAL MATTERS................................................................12
EXPERTS ....................................................................13
ADDITIONAL INFORMATION.......................................................13
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<PAGE>
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this prospectus and information that we file later
with the SEC will automatically update and replace this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended:
(1) Our Annual Report on Form 10-KSB for the year ended December
31, 1999;
(2) The Company's Current Report on Form 8-K filed April 28, 2000;
(3) Our Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2000; and
(4) Our Application for Registration of our common stock on Form
8-A dated November 7, 1997.
You may request a copy of these filings, excluding the exhibits to such
filings which we have not specifically incorporated by reference in such
filings, at no cost, by writing or telephoning us at the following address:
QueryObject Systems Corporation
One Expressway Plaza, Suite 208
Roslyn Heights, New York 11577
Attention: Chief Financial Officer
(516) 228-8500
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information provided or incorporated by
reference in this prospectus or any related supplement. We have not authorized
anyone else to provide you with different information. The Selling Stockholders
will not make an offer of these shares in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
supplement is accurate as of any other date than the date on the front of those
documents.
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<PAGE>
RISK FACTORS
The purchase of our common stock involves a high degree of risk. You
should carefully consider the following risk factors and the other information
in this Prospectus before deciding to invest in our common stock.
We May Need Further Financing to Continue Our Operations.
We have had a limited operating history as a software product company,
have not made significant sales of our products and our revenues are difficult
to predict. Our total revenues for the three months ended March 31, 2000 and for
the year ended December 31, 1999 were $328,391 and $1,774,109 respectively.
Given our continued operating losses, we may need additional financing to
continue operations. We anticipate that our cash and cash equivalent balance may
be insufficient to satisfy our cash flow requirements for more than 12 months,
since we are unable to predict if we will have sufficient revenues to enable us
to continue our operations without additional financing. We have no commitments,
agreements or understandings regarding additional financings and we may be
unable to obtain additional financing on satisfactory terms or at all.
We Have Had a History of Operating Losses and Project Future Losses; Therefore
We Have Doubt About Our Ability To Continue as a Going Concern.
At March 31, 2000, our accumulated deficit was $43,332,939. For the
three months ended March 31, 2000 and for the fiscal years ended December 31,
1999 and 1998, we incurred net losses of $1,994,892, $5,925,591 and $7,294,032,
respectively. We have incurred a net loss in each year of our existence, and
have financed our operations primarily through sales of equity and debt
securities. Our expense levels are high and our revenues are difficult to
predict. The independent accountants' report on our financial statements for the
year ended December 31, 1999 states that our recurring losses from operations
and negative cash flow from operating activities raise doubt about our ability
to continue as a going concern.
We expect to incur net losses for the foreseeable future. We may never
achieve or sustain significant revenues or profitability on a quarterly or
annual basis in the future. Our future operating results will depend on many
factors, including:
o product demand
o product and price competition in our industry
o our success in expanding our direct sales force and
establishing indirect channel partners
o our ability to develop and market products and control costs
o the percentage of our revenues that is derived from indirect
channel partners
Our Revenues Depend On Sales of QueryObject System and We Are Uncertain Whether
There Will be Broad Market Acceptance of this Product.
Substantially all of our revenues for the foreseeable future are
expected to be derived from sales of QueryObject System. Between January 1, 1995
and March 31, 2000, we had software product revenue from only 35 QueryObject
System installations, including those sold pursuant to reseller agreements for
the resellers' own use. Our future financial performance will depend upon the
successful introduction and customer acceptance of QueryObject System and the
development of new and enhanced versions of the product. If we fail to achieve
broad market acceptance of QueryObject System, it would have a material adverse
effect on our business, operating results and financial condition.
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<PAGE>
We Are Seeking to Develop Additional Strategic Relationships With Indirect
Channel Partners to Increase Sales, But We May be Unable to Attract Effective
Partners and We Will Have Lower Gross Margins For Sales Through Indirect Channel
Partners.
As part of our sales and marketing efforts we are seeking to develop
additional strategic relationships with indirect channel partners, such as
original equipment manufacturers and value-added resellers, to increase the
number of our customers. We currently are investing, and intend to continue to
invest, significant resources to develop indirect channel partners. Our results
of operations will be adversely affected if we are unable to attract indirect
channel partners to market our products effectively and provide timely and cost
effective customer support and service. If we successfully sell products through
these sales channels, the lower unit prices we expect to receive for such sales
will result in our gross margins being lower than if we had sold those products
through our direct sales force.
We Are Dependent on a Few Significant Customers and the Loss of a Single
Customer Could Adversely Effect Our Business.
For the three months ended March 31, 2000, two customers accounted for
75%, and for the fiscal year ended December 31, 1999, four customers accounted
for 72%, of our total revenues. We are unsure if we will realize significant
future revenues from any of these customers. We also expect that for the
foreseeable future a relatively small number of customers and value added
resellers will account for a significant percentage of our revenues. The loss of
any such customer would have a material adverse effect on our operating results
and financial condition.
We Are Dependent On a Few Key Personnel and We Need to Attract and Retain Highly
Qualified Technical, Sales, Marketing, Development and Management Personnel.
Our future performance depends in significant part upon the continued
service of key technical, sales and senior management personnel. The loss of the
services of one or more of our key employees, in particular, Robert Thompson,
our President and Chief Executive Officer, or Daniel M. Pess, our Chief
Operating and Financial Officer, could have a material adverse effect on our
business, operating results and financial condition. We have employment
agreements with Mr. Thompson and Mr. Pess that expire in December 2001.
Our future success also depends on our continuing ability to attract,
train and retain highly qualified technical, sales, marketing, development and
managerial personnel. Competition for such personnel is intense, and we may be
unable to retain key technical, sales, development and managerial employees or
attract, assimilate or retain other highly qualified technical, sales,
development and managerial personnel in the future. If we are unable to hire
such personnel on a timely basis, our business, operating results and financial
condition could be materially adversely affected.
We Lack Proprietary Technology Protection of Our Products And May Risk
Infringement Upon Technology Developed by Others.
We rely primarily on a combination of trade secrets, confidentiality
agreements and contractual provisions to protect our proprietary technology. We
license rather than sell our software and require licensees to enter into
license agreements that impose certain restrictions on their ability to utilize
the software. In addition, we seek to avoid disclosure of our trade secrets,
including but not limited to requiring those persons with access to our
proprietary information to execute confidentiality agreements and restricting
access to our source code. These steps afford only limited protection. While we
have applied for a patent for our internet streaming technology, we are unable
to predict whether we will receive such patent and we have no other patents or
patent applications pending. Despite our efforts to protect our proprietary
rights, unauthorized parties may attempt to copy aspects of our products or
obtain and use information that we regard as proprietary. Policing unauthorized
use of our products
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<PAGE>
may be difficult and costly, and software piracy may become a persistent
problem. In addition, the laws of some foreign countries do not protect our
proprietary rights to as great an extent as do the laws of the United States. We
are unable to predict whether our means of protecting our proprietary rights
will be adequate or whether competitors will independently develop the same
technology.
From time to time, third parties may assert patent, copyright and other
intellectual property claims against us. If we are unable to license protected
technology that may be used in our products, we could be prohibited from
manufacturing and marketing such products. We also could incur substantial costs
to redesign our products, to defend any legal action taken against us or to pay
damages to any infringed party. Litigation, which could result in substantial
cost to and diversion of our resources, may be necessary to enforce our other
intellectual property rights or to defend us against claimed infringement of the
rights of others.
We Intend to Expand Our International Sales, But There Are Substantial Risks
Involved, Including Effectively Establishing Additional Foreign Operations and
Foreign Regulatory Concerns.
Our international sales for the three months ended March 31, 2000, and
for the fiscal year ended December 31, 1999, were approximately 13% and 49% of
our total revenue, respectively. We intend to expand our international
operations and to enter additional international markets, which will require
significant management attention and financial resources and could adversely
affect our business, operating results or financial condition. To expand
international sales successfully, we must establish additional foreign
operations, hire additional personnel and recruit additional international
resellers and distributors. If we are unable to do so in a timely manner, our
growth, if any, in international sales will be limited, and our business,
operating results and financial condition could be materially adversely
affected. We anticipate that expanded international sales, if any, will be
denominated in U.S. dollars. An increase in the value of the U.S. dollar
relative to foreign currencies could make our products more expensive and,
therefore, potentially less competitive in those markets. Additional risks
inherent in our future international business activities generally include:
o unexpected changes in regulatory requirements
o tariffs and other trade barriers
o costs of localizing products for foreign countries
o longer accounts receivable payment cycles
The Market Price of Our Common Stock Is Volatile.
The market price of our common stock has in the past been, and may in
the future continue to be, volatile. For instance, between January 1, 1999 and
June 13, 2000, the closing price of our common stock has ranged between $1.41
and $10.94. The volatility of the market price of our common stock may further
increase now that our common stock has been delisted from the Nasdaq SmallCap
Market. A variety of events may cause the market price of our common stock to
fluctuate significantly, including:
o quarter to quarter variations in operating results
o adverse news announcements
o the introduction of new products
o market conditions in the industry
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<PAGE>
In addition, the stock market in recent years has experienced
significant price and volume fluctuations that have particularly affected the
market prices of equity securities of many companies that service the software
industry and that often have been unrelated to the operating performance of such
companies. These market fluctuations may adversely affect the price of our
common stock.
We Have a Significant Amount of Authorized But Unissued Preferred Stock, Which
May Affect the Likelihood of a Change of Control in our Company.
As of May 31, 2000, our Board of Directors has the authority, without
further action by the stockholders, to issue 3,701,700 shares of preferred stock
on such terms and with such rights, preferences and designations, including,
without limitation restricting dividends on our common stock, dilution of the
voting power of our common stock and impairing the liquidation rights of the
holders of our common stock, as the Board may determine without any vote of the
stockholders. Issuance of such preferred stock, depending upon the rights,
preferences and designations thereof may have the effect of delaying, deterring
or preventing a change in control. In addition, certain "anti-takeover"
provisions of the Delaware General Corporation Law, among other things, may
restrict the ability of our stockholders to authorize a merger, business
combination or change of control.
We Can Give No Assurances That Our Forward Looking Statements Will Be Correct.
Certain forward-looking statements, including statements regarding our
expected financial position, business and financing plans are contained in this
prospectus or are incorporated in documents annexed as exhibits to this
prospectus. These forward-looking statements reflect our views with respect to
future events and financial performance. The words, "believe," "expect," "plans"
and "anticipate" and similar expressions identify forward-looking statements.
Although we believe that the expectations reflected in such forward-looking
statements are reasonable, we can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from such expectations are disclosed in this prospectus. All
subsequent written and oral forward-looking statements attributable to us are
expressly qualified in their entirety by the cautionary statements. We caution
readers not to place undue reliance on these forward-looking statements, which
speak only as of their dates. We undertake no obligations to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
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<PAGE>
THE COMPANY
We develop and market proprietary business intelligence software
solutions that enable business managers to make strategic decisions, leveraging
existing corporate data. Through the evolution of technology, businesses
operating in transaction intensive industries, such as telecommunications,
healthcare, insurance and financial services, have dramatically increased their
ability to gather and store large amounts of data generated from various
sources. Such data contains information that, if extracted effectively and
efficiently, can be used to enhance strategic corporate development. While
companies have invested heavily in capturing data, they have only begun to focus
significant resources on the management and analysis of such data; consequently,
the data gathering and analysis industry is experiencing significant growth. The
Company developed its products in response to the need by companies to analyze
these increasing volumes of data.
In the third quarter of 1996, we began the process of shifting its
focus from using its proprietary technologies to provide contract data analysis
services, to the sale and support of its proprietary products, thereby enabling
customers to do their own analysis. The process was substantially completed in
1998. We have realized limited sales of our products.
We were incorporated in Delaware in 1997 and are the successor by
merger to CrossZ International, Inc., a California corporation, incorporated in
1989. In May 1998, the name of the Company was changed from CrossZ Software
Corporation to QueryObject Systems Corporation to reflect the change in the
Company's focus. Unless otherwise indicated, references to the Company also
include its predecessor and its subsidiaries, internetQueryObject Corporation
and QueryObject Systems Corporation, Ltd. In January 2000, we consummated a
one-for-three reverse stock split of our Common Stock.
Our principal executive offices are located at One Expressway Plaza,
Suite 208, Roslyn Heights, New York 11577. Our telephone number is (516)
228-8500.
USE OF PROCEEDS
The shares of common stock offered hereby are being registered for the
account of the selling stockholders identified in this prospectus. See "Selling
Stockholders." All net proceeds from the sale of the common stock will go to the
stockholders who offer and sell their shares. We will not receive any part of
the proceeds from such sales of common stock. We will, however, receive the
exercise price of the options at the time of their exercise. If all of the
options are exercised, we will realize proceeds in the amount of $9,614,871.
Such proceeds will be contributed to working capital and will be used for
general corporate purposes.
SELLING STOCKHOLDERS
This Prospectus relates to the reoffer and resale of shares issued or
that may be issued to the selling stockholders under our 1991 Stock Option Plan
and our 2000 Stock Option or under consulting agreements.
The following table sets forth (i) the number of shares of common stock
beneficially owned by each selling stockholder at May 31, 2000, (ii) the number
of shares to be offered for resale by each selling stockholder (i.e., the total
number of shares underlying options held by each selling stockholder
irrespective of whether such options are presently exercisable or exercisable
within sixty days of May 31, 2000), and (iii) the number and percentage of
shares of our common stock to be held by each selling stockholder after
completion of the offering.
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<PAGE>
<TABLE>
<CAPTION>
Number of Percentage
shares of of Class to
Common be Owned
Number of Stock After After
Number of shares of Shares to be Completion Completion
Common Stock Owned Offered for of the of the
Name at May 31, 2000 (1) Resale Offering (2) Offering
--------------------------------- ------------------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Robert Thompson(3) 152,976 330,000 0 0
Daniel Pess(4) 155,221 330,000 0 0
Alan Kaufman(5) 180,415 105,500 108,333
Amy Newmark(6) 167,089 109,000 78,200
Rino Bergonzi(7) 8,889 15,500 0 0
Andre Szykier(8) 110,250 47,167 68,583
Barry Rubenstein(9) 2,886,843 50,000 2,849,691
Irwin Lieber (10) 2,023,002 50,000 1,987,502
</TABLE>
----------------
* Less than one percent
(1) A person is deemed to be the beneficial owner of voting securities that
can be acquired by such person within 60 days after the date hereof
upon the exercise of options, warrants or convertible securities. Each
beneficial owner's percentage ownership is determined by assuming that
options, warrants or convertible securities that are held by such
person (but not those held by any other person) and that are currently
exercisable (i.e., that are exercisable within 60 days from the date
hereof) have been exercised. Unless otherwise noted, the Company
believes that all persons named in the table have sole voting and
investment power with respect to all shares beneficially owned by them.
(2) Consists of shares issuable upon the exercise of options both currently
and not currently exercisable.
(3) Consists of shares of Common Stock issuable upon exercise of options.
Mr. Thompson joined the Company in September 1997 as Vice President of
Marketing, became Senior Vice President of Marketing in April 1998 and
was named President and Chief Executive Officer in December 1998. Mr.
Thompson became Chairman of the Board in May 1999.
(4) Consists of 153,138 shares of Common Stock issuable upon exercise of
options. Mr. Pess joined the Company in July 1994 as Vice President of
Finance and Administration and was promoted to Senior Vice President of
Finance and Administration in October 1997. Since December 1996, Mr.
Pess has also served as Chief Financial Officer of the Company and
since August 1997 Mr. Pess has served as Secretary of the Company. Mr.
Pess was also named Chief Operating Officer and Executive Vice
President of the Company in December 1998 and became a Director in May
1999.
(5) Includes 72,088 shares of Common Stock issuable upon exercise of
options. Mr. Kaufman is a Director of the Company and was President and
Chief Executive Officer from October 1997 to December 1998 and Chairman
from May 1998 to May 1999.
(6) Includes 88,889 shares of Common Stock issuable upon exercise of
options. Ms. Newmark has been a Director of the Company since May 1998.
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<PAGE>
(7) Consists of shares of Common Stock issuable upon exercise of options.
Mr. Bergonzi has been a director of the Company since August 1997.
(8) Includes 104 shares of Common Stock owned by Remy Szykier, Mr.
Syzkier's daughter and 41,667 shares of Common Stock issuable upon
exercise of options. Mr. Syzkier's daughter. Mr. Szykier, a co-founder
of the Company, is currently a Director of the Company and previously
served as its Vice President and Chief Technology Officer since the
inception of the Company in February 1989 until December 1998.
(9) Based upon information contained in a report on a Schedule 13D (the
"Wheatley 13D") filed jointly by Barry Rubenstein, Wheatley Foreign
Partners, L.P. ("Wheatley Foreign"), Wheatley Partners, L.P.
("Wheatley"), Seneca Ventures ("Seneca"), Woodland Venture Fund
("Woodland Fund"), Woodland Partners, Rev-Wood Merchant Partners
("Rev-Wood"), Brookwood Partners, L.P. ("Brookwood") and certain other
entities with the Securities Exchange Commission ("SEC") and a Form 4
filed by Mr. Rubenstein with the SEC. Includes 37,152 shares of Common
Stock issuable upon exercise of options held by Mr. Rubenstein. Also
includes (a) 1,040 shares of Common Stock issuable upon exercise of
warrants held by Woodland Partners, (b) 1,040 shares of Common Stock
issuable upon exercise of warrants held by Woodland Fund, (c) 1,040
shares of Common Stock issuable upon exercise of warrants held by
Seneca, (d) 1,959 shares of Common Stock issuable upon exercise of
warrants held by Wheatley Partners, (e) 123 shares of Common Stock
issuable upon exercise of warrants held by Wheatley Foreign, (f) 16,666
shares of Common Stock issuable upon exercise of options held by
Rev-Wood. Mr. Rubenstein disclaims beneficial ownership of the
securities held by Woodland Partners, Woodland Fund, Seneca, Wheatley,
Wheatley Foreign, Rev-Wood, and Brookwood, except to the extent of his
respective equity interest therein.
(10) Based on information contained in the Wheatley 13D and a Form 4 filed
by Mr. Leiber and certain other information. Includes 35,500 shares of
common Stock issuable upon exercise of options held by Mr. Lieber. Also
includes (a) 1,959 shares of Common Stock issuable upon exercise of
warrants held by Wheatley, and (b) 123 shares of Common Stock issuable
upon exercise of warrants held by Wheatley Foreign, of which Mr. Lieber
disclaims beneficial ownership, except to the extent of his respective
equity interest therein.
PLAN OF DISTRIBUTION
This offering is self-underwritten; neither we nor the selling
stockholders have employed an underwriter for the sale of common stock by the
selling stockholders. We will bear all expenses in connection with the
preparation of this Prospectus. The selling stockholders will bear all expenses
associated with the sale of the common stock.
The selling stockholders may offer their shares of common stock
directly or through pledgees, donees, transferees or other successors in
interest in one or more of the following transactions:
o On any stock exchange on which the shares of common stock may
be listed at the time of sale
o In negotiated transactions
o In the over-the-counter market
o In a combination of any of the above transactions
The selling stockholders may offer their shares of common stock at any
of the following prices:
o Fixed prices which may be changed
o Market prices prevailing at the time of sale
o Prices related to such prevailing market prices
o At negotiated prices
The selling stockholders may effect such transactions by selling shares
to or through broker-dealers, and all such broker-dealers may receive
compensation in the form of discounts, concessions, or commissions from the
selling stockholders and/or the purchasers of shares of common stock for whom
such broker-dealers may act as agents or to
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whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
Any broker-dealer acquiring common stock from the selling stockholders
may sell the shares either directly, in its normal market-making activities,
through or to other brokers on a principal or agency basis or to its customers.
Any such sales may be at prices then prevailing on the OTC Bulletin Board or at
prices related to such prevailing market prices or at negotiated prices to its
customers or a combination of such methods. The selling stockholders and any
broker-dealers that act in connection with the sale of the common stock
hereunder might be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act; any commissions received by them and any profit on
the resale of shares as principal might be deemed to be underwriting discounts
and commissions under the Securities Act. Any such commissions, as well as other
expenses incurred by the selling stockholders and applicable transfer taxes, are
payable by the selling stockholders.
The selling stockholders reserve the right to accept, and together with
any agent of the selling stockholder, to reject in whole or in part any proposed
purchase of the shares of common stock. The selling stockholders will pay any
sales commissions or other seller's compensation applicable to such
transactions.
We have not registered or qualified offers and sales of shares of the
common stock under the laws of any country, other than the United States. To
comply with certain states' securities laws, if applicable, the selling
stockholders will offer and sell their shares of common stock in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the selling stockholders may not offer or sell
shares of common stock unless we have registered or qualified such shares for
sale in such states or we have complied with an available exemption from
registration or qualification.
The selling shareholders have represented to us that any purchase or
sale of shares of common stock by them will comply with Regulation M promulgated
under the Securities Exchange Act of 1934, as amended. In general, Rule 102
under Regulation M prohibits any person connected with a distribution of our
common stock (a "Distribution") from directly or indirectly bidding for, or
purchasing for any account in which he or she has a beneficial interest, any of
our common stock or any right to purchase our common stock, for a period of one
business day before and after completion of his or her participation in the
distribution (we refer to that time period as the "Distribution Period").
During the Distribution Period, Rule 104 under Regulation M prohibits
the selling shareholders and any other persons engaged in the Distribution from
engaging in any stabilizing bid or purchasing our common stock except for the
purpose of preventing or retarding a decline in the open market price of our
common stock. No such person may effect any stabilizing transaction to
facilitate any offering at the market. Inasmuch as the selling shareholders will
be reoffering and reselling our common stock at the market, Rule 104 prohibits
them from effecting any stabilizing transaction in contravention of Rule 104
with respect to our common stock.
There can be no assurance that the selling shareholders will sell any
or all of the shares offered by them hereunder or otherwise.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the shares of
common stock offered hereby have been passed upon for the Company by Olshan
Grundman Frome Rosenzweig & Wolosky LLP, 505 Park Avenue, New York, New York
10022.
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EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10-KSB for the year ended December 31,
1999 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants given on the authority of
said firm as experts in auditing and accounting.
ADDITIONAL INFORMATION
We have filed with the Commission a Registration Statement on Form S-8
under the Securities Act with respect to the Shares offered hereby. For further
information with respect to the Company and the securities offered hereby,
reference is made to the Registration Statement. Statements contained in this
Prospectus as to the contents of any contract or other document are not
necessarily complete, and in each instance, reference is made to the copy of
such contract or document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by QueryObject Systems Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1999;
(b) The Company's Current Report on Form 8-K filed April 28,
2000.
(c) The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 2000.
(d) The Company's Application for Registration of common stock
on Form 8-A dated on November 7, 1997.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which de-registers all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities
Not applicable.
Item 6. Indemnification of Directors and Officers
As permitted by the Delaware General Corporation Law ("DGCL"), the
Company's Certificate of Incorporation, as amended, limits the personal
liability of a director or officer to the Company for monetary damages for
breach of fiduciary duty of care as a director. Liability is not eliminated for
(i) any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) unlawful payment of
dividends or stock purchase or redemptions pursuant to Section 174 of the DGCL,
or (iv) any transaction from which the director derived an improper personal
benefit.
The Company has also entered into indemnification agreements with each
of its directors and executive officers. The indemnification agreements provide
that the directors and executive officers will be indemnified to the fullest
extent permitted by applicable law against all expenses (including attorneys'
fees), judgments, fines and amounts reasonably paid or incurred by them for
settlement in any threatened, pending or completed action, suit or proceeding,
including any derivative action, on account of their services as a director or
officer of the Company or of any subsidiary of the Company or of any other
company or enterprise in which they are serving at the request of the Company.
No indemnification will be provided under the indemnification agreements,
however, to any director or
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executive officer in certain limited circumstances, including on account of
knowingly fraudulent, deliberately dishonest or willful misconduct. To the
extent the provisions of the indemnification agreements exceed the
indemnification permitted by applicable law, such provision may be unenforceable
or may be limited to the extent they are found by a court of competent
jurisdiction to be contrary to pubic policy.
Delaware Law
The Company is subject to Section 203 of the DGCL, which prevents an
"interested stockholder" (defined in Section 203, generally, as a person owning
15% or more of a corporation's outstanding voting stock) from engaging in a
"business combination" with a publicly-held Delaware corporation for three years
following the date such person became an interested stockholder, unless: (i)
before such person became an interested stockholder, the board of directors of
the corporation approved the transaction in which the interested stockholder
became an interested stockholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the interested stockholder's
becoming an interested stockholder, the interested stockholder owns at least 85%
of the voting stock of the corporation outstanding at the time the transaction
commenced (subject to certain exceptions), or (iii) following the transaction in
which such person became an interested stockholder, the business combination is
approved by the board of directors of the corporation and authorized at a
meeting of stockholders by the affirmative vote of the holders of 66% of the
outstanding voting stock of the corporation not owned by the interested
stockholder. A "business combination" includes mergers, stock or asset sales and
other transactions resulting in a financial benefit to the interested
stockholder.
The provisions of Section 203 of the DGCL could have the effect of
delaying, deferring or preventing a change in the control of the Company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit Index
4(a) - Amended and Restated 1991 Plan, previously filed as Exhibit
4(a) to the Company's Registration Statement on Form S-8,filed
in February 1999.
*4(b) - 2000 Stock Option Plan
*5 - Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.
*23(a) - Consent of Pricewaterhouse Coopers LLP, independent auditors.
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*23(b) - Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP
(included in its opinion filed as Exhibit 5).
*24 - Powers of Attorney (included on signature page to this
Registration Statement).
----------------
* Filed herewith.
Item 9. 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 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;
(2) That, for the purposes 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; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered that 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 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be
a new registration statement relating 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 a
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.
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<PAGE>
D. The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, a copy of the
registrant's latest annual report to stockholders that is
incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Roslyn Heights, State of New York on June 27, 2000.
QUERYOBJECT SYSTEMS CORPORATION
By: /s/ Robert Thompson
------------------------------------
Robert Thompson
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Robert Thompson and Daniel M.
Pess his true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for and in his or her name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Robert Thompson Chairman, President, Chief June 27, 2000
---------------------- Executive Officer and Director
Robert Thompson (Principal Executive Officer)
/s/ Daniel M. Pess Executive Vice President, Chief June 27, 2000
---------------------- Operating Officer, Chief Financial
Daniel M. Pess Officer and Director (Principal
Financial Officer and
Principal Accounting Officer)
/s/ Alan W. Kaufman Director June 27, 2000
----------------------
Alan W. Kaufman
/s/ Andre Szykier Director June 27, 2000
----------------------
Andre Szykier
/s/ Rino Bergonzi Director June 27, 2000
----------------------
Rino Bergonzi
/s/ Amy L. Newark Director June 27, 2000
----------------------
Amy L. Newmark
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<PAGE>
Amended and Restated 1991 Stock Option Plan and 2000 Stock Option Plan. Pursuant
to the requirements of the Securities Act of 1933, the trustees (or other
persons who administer the 1991 Plan or the 2000 Stock Option Plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Roslyn Heights, State of
New York on June 27, 2000.
/s/ Rino Bergonzi
-----------------------------------------
Rino Bergonzi
Member of Stock Option Committee
/s/ Amy L. Newmark
-----------------------------------------
Amy L. Newmark
Member of the Stock Option Committee
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