Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
COMPUTER CONCEPTS CORP.
(Exact name of registrant as specified in its charter)
Delaware 11-2895590
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
80 Orville Drive, Bohemia, New York 11716
(Address of principal executive offices) (Zip Code)
Stock Incentive Plans
Directors, Officers and Consultants 1993 Stock Option Plan
Employees 1993 Stock Option Plan
1995 Stock Incentive Plan
Outside Directors Stock Option Plan
(Full Title of the Plan)
Daniel DelGiorno, Jr., President
Computer Concepts Corp.
80 Orville Drive
Bohemia, New York 11716
(Name and address of agent for service)
(516) 244-1500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities Amount to be Offering Price Per Aggregate Registration
to be Registered Registered Security (1) Offering price (1) Fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.0001
per share 11,855,155 (2)(3) $.61 $7,221,271 $3,497
- --------
<PAGE>
<FN>
(1) Estimated solely for the purpose of calculating the registration
fee, based upon the average of high and low prices of the Company's Common
Stock on the NASDAQ on December 15, 1997.
(2) The Registration Statement also covers an indeterminate number of
additional shares of Common Stock which may become issuable pursuant to
anti-dilution and adjustment provisions of the Plan.
(3) Represents shares issued and issuable upon exercise of options under
the Employees 1993 Stock Option Plan, the Directors, Officers and Consultants
1993 Stock Option Plan, the 1995 Stock Incentive Plan, Stock Incentive Plans
and the Outside Directors Stock Option Plan.
</FN>
</TABLE>
<PAGE>
PROSPECTUS
This Prospectus relates to up to an aggregate 11,855,155 shares, including
3,344,488 shares issued and 8,510,667 shares issuable upon exercise of options
of the Common stock $.0001 par value (the "Common Stock") of Computer Concepts
Corp. ("Computer Concepts Corp." or the "Company") and is to be used in
connection with the reoffer and resale of such shares of Common stock and/or
shares issuable upon exercise of options (the "Options") which have been issued
or are issuable to directors, officers, employees and consultants of the Company
(the "Selling Stockholders"), some of whom are affiliates of the Company,
pursuant to the Company's 1993 Employees Stock Option Plan, the 1993 Directors,
Officers and Consultants Stock Option Plan, the 1995 Stock Incentive Plan,
various stock incentive plans and the Outside Directors Stock Option Plan
(collectively referred to as the "Plans"). The amount of Common Stock to be
reoffered or resold hereby by each Selling Stockholder who is an affiliate, and
any other person with whom he or she is acting in concert for the purpose of
selling Common Stock of the Company, may not exceed, during any three month
period, the amount specified in Rule 144 (e) of the Securities Act of 1933, as
amended (the "Securities Act"). See "Selling Stockholders" and "Plan of
Distribution." The Common Stock may be offered by the Selling Stockholders from
time to time in transactions on the National Association of Securities Dealers,
Inc., Automated Quotation System ("NASDAQ") in negotiated transactions, through
the writing of options on the Common Stock, or a combination of such methods of
sale, 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. The Selling Stockholders may effect such transactions by the
sale of the Common Stock to or through broker-dealers, and such broker-dealers
may receive compensation in the form of discounts, concessions or commissions
from the Selling Stockholders and/or the purchasers of the Common Stock for whom
such broker-dealers may act as agent or to whom they may sell as principal, or
both (which compensation to a particular broker-dealer might be in excess of
customary commissions). The Selling Stockholders and any broker-dealer who acts
in connection with the sale of Common Stock hereunder may be deemed to be
"underwriters" as that term is defined in the Securities Act. The Selling
Stockholders may also sell the Common Stock pursuant to all of the terms and
conditions of Rule 144 promulgated under the Securities Act or any other
exemption from the registration requirements of the Act which may be applicable.
See "Selling Stockholders" and "Plan of Distribution." The Company will not
receive any of the proceeds from the sale of the Common Stock by the Selling
Stockholders.
The Company's Common Stock is listed on the NASDAQ Small Cap Market under
the Symbol "CCEE." On December 15, 1997, the last reported sale price of the
Common Stock as reported by NASDAQ was $.59375 per share.
The Company will bear all expenses (other than underwriting discounts and
selling commissions, and fees and expenses of counsel or other advisors to the
Selling Stockholders) in connection with the registration of the Common Stock
being offered hereby, which expenses are estimated to be approximately $5,000.
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS."
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 COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<PAGE>
No one has been authorized to give any information or to make any
representation not contained or incorporated by reference in this Prospectus in
connection with this offering. Any information or representation not contained
or incorporated by reference herein must not be relied on as having been
authorized by the Company. This Prospectus does not consummate an offer to sell
or the solicitation of an offer to buy the securities offered hereby in any
state to any person to whom it is unlawful to make such offer or solicitation.
Except where otherwise indicated, this Prospectus speaks as of its date and
neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create an implication that there has been no change in the
affairs of the Company since the date hereof.
-------------------------
The date of this Prospectus is December 18, 1997
<PAGE>
INTRODUCTION
Computer Concepts Corp. ("CCC" or the "Company") is a Delaware corporation
originally organized on August 27, 1987 under the corporate name Unique
Ventures, Inc. As of April 22, 1989, the Company was restructured and initiated
its first business activities in regard to research and development of computer
software and hardware technology as a development stage company in the data-base
information retrieval area, and effective September 20, 1990, changed its name
to Computer Concepts Corp. Effective October 31, 1990, the Company acquired Ramp
Associates, Inc. as a subsidiary which provided software consulting services.
Effective September 1, 1993, the Company acquired Softworks, Inc. as a
subsidiary which develops, markets and sells mainframe computer systems
management software. The Company eliminated the Ramp Associates, Inc. line of
consulting services effective December 1993. In June of 1994, the Company
acquired the Superbase software technology, and effective December 31, 1994, the
Company acquired MapLinx Inc. as a subsidiary, which provides PC based software
that allows for geographical presentation of database information. During
December 1994, the Company also acquired DBopen, Inc., which provides PC
database administration tools employing client/server technology. Subsequent
thereto, the Company sold the net assets of MapLinx Inc., the Superbase
technology and discontinued the DBopen products. The Company now owns and
operates computer software development, marketing and sales and related services
operations in New York and subsidiary operations in Virginia with subsidiary
branch offices in several additional states and Europe. Its executive offices
are located at 80 Orville Drive, Bohemia, New York 11716 and its telephone
number at that address is (516) 244-1500.
AVAILABLE INFORMATION
The Company is subject to the information 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 filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N. W., Judiciary Plaza, Washington, D. C. 20549 and at the
Commission's regional offices located at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and at 7 World Trade Center, New York, New York
10048.
The Company has filed with the Commission a Registration Statement on Form
S-8 under the Securities Act, with respect to the shares of Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the shares of Common Stock offered
hereby, reference is hereby made to the Registration Statement, exhibits and
schedules.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Prospectus the
following:
(a) Report on Form 10-K for the year ended December 31, 1996 (excluding,
however, the Consolidated Financial Statements as reported on by Grant
Thornton LLP, and including specifically the Consolidated Financial
Statements for the years ended December 31, 1996, 1995 and 1994, as
reported on by Hays & Company, as filed as an exhibit to the amended
Registration Statement #33-97560 filed on Form S-1A (Pos Am) on
December 19, 1997);
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment to the Registration Statement which
indicates that all shares of Common Stock offered hereby have been sold or which
deregisters all shares of Common Stock then remaining unsold, shall be deemed to
be incorporated by reference into this Prospectus and to be a part hereof from
the date of filing of such documents.
Any statement contained herein or 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 such statement is modified or
superseded for purposes of this Prospectus to the extent that such statement is
modified or superseded by a statement contained herein or in a subsequently
filed document which also is or is deemed to be incorporated by reference
herein. 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 (including any
beneficial owner) to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the information that has been
incorporated by reference in this Prospectus (not including exhibits to such
information unless such exhibits are specifically incorporated by reference into
such information). Such requests should be directed to Office of the President,
at the Company's executive offices at 80 Orville Drive, Bohemia, New York 11716,
telephone number (516) 244-1500.
<PAGE>
RISK FACTORS
RISK FACTORS
The securities offered hereby are speculative and involve a high degree of
risk. Only those persons able to lose their entire investment should purchase
these securities. Prospective investors, prior to making an investment decision,
should carefully read this prospectus and consider, along with other matters
referred to herein, the following risk factors:
1. Need for Additional Funds. Based on current levels of operations and
commitments, the Company anticipates that it will need to generate positive cash
flows from operations in order to decrease its dependency on cash flows from
financing activities. Adequate funds for the Company's businesses on terms
favorable to the Company, whether through additional equity financing, debt
financing or other sources, may not be available when needed and may result in
significant dilution to existing stockholders. Further, the Company has no bank
or other credit facility or other readily available access to debt financing. If
the Company is unable to secure additional funding when required, it would most
likely decrease or eliminate certain current or expansion activities or sell
certain of its operations. Ultimately, its inability to obtain sufficient funds
from operations or external sources would have a material adverse effect on its
financial condition and viability.
2. Lack of Profitable Operations and Cash Flow from Operations; Future
Profitability Uncertain. The Company first acquired operating assets in April of
1989. It has incurred net losses of approximately $12,207,000 for 1994,
$18,365,000 for 1995, and $18,953,000 for the year ended December 31, 1996, and
$12,999,000 for the nine months ended September 30, 1997, and cumulative losses
of $82,355,000 through September 30, 1997, and may incur additional losses in
the course of building its business. The profitability of the Company under its
current business plan is substantially dependent upon the successful
exploitation of its d.b.Express technology. There can be no assurances that the
Company will be able to successfully exploit the d.b.Express technology, and the
Company received a "going concern" opinion in its 1996 Consolidated Financial
Statements.
3. Limited Operating History. The Company acquired or started its
businesses in 1989. Effective October 1990, it acquired Ramp Associates, Inc.
and effective September 1993, it acquired Softworks, Inc., both of which
operated as private self-sufficient companies prior to their acquisition by the
Company. The Company eliminated the Ramp Associates, Inc. line of consulting
services effective December 1993. The Company purchased the "Superbase" database
software technology in June 1994 and acquired DBopen Inc., and MapLinx, Inc. in
December 1994. Subsequent to these acquisitions, as a result of limited sales,
changing market conditions and management's decision to focus its activities on
exploitation of d.b.Express and Softworks, management has determined to sell the
"Superbase" technology assets (sold in the second quarter of 1996), discontinue
the DBopen related products and sold the net assets of MapLinx in 1997. Although
the Company has taken the steps it believes are necessary to exploit
d.b.Express, there can be no assurance that the Company's efforts will be
successful in this regard. To date, revenues generated from d.b.Express products
have been insignificant.
The Company's products have generated revenues of $19,931,000 for the nine
months ended September 30, 1997, and $19,030,000, $16,302,000 and $13,695,000
for the years ended December 31, 1996, 1995 and 1994, respectively.
4. Potential Adverse Impact on Market Price of Shares Eligible for Future
Sale. The Company has approximately 127,281,648 shares of Common Stock
outstanding as of December 15, 1997, of which approximately 106,000,000 are
currently without restriction on resale, and an additional 11,754,530 and
9,589,869 shares and shares issuable upon exercise of options are being
registered on Forms S-1 and S-1/A, respectively, in addition to the shares being
registered herein. The influx of all of this Common Stock on the market together
with the 11,855,155 shares registered hereunder (3,344,488 outstanding shares
<PAGE>
and 8,510,667 shares issuable upon exercise of options or warrants included
herein) , could have a significant adverse effect on the market for, as well as
the price of, the Common Stock. If all outstanding options and warrants,
including options subject to various performance requirements, were exercised,
the outstanding shares would total 143,679,037 shares. A decline in the market
price also may make the terms of future financings which involve the Company's
Common Stock or the use of convertible debt more burdensome. Although the
exercise of the options being registered hereunder would result in significant
proceeds to the Company (approximately $12,800,000 if all outstanding warrants
and options are earned and are exercised for cash), the impact of any
significant number of such shares entering the market would likely have a
negative impact on the market price for the Company's Common Stock. The Company
increased its authorized number of shares of common stock from 60,000,000 to
150,000,000 on March 22, 1996, and received authorization from the shareholders
on November 26, 1997, to increase the authorized capital to 300,000,000 shares
of Common Stock and/or to effect a reverse stock split in a ratio of from 1 for
2 to 1 for 10 in the Board of Directors' discretion. The Company does not
currently plan to act on either authorization, however, there is no assurance
that either, both or neither of the authorizations will be effected.
5. Competition. The Company's products are marketed in a highly competitive
environment characterized by rapid change, frequent product introductions and
declining prices. Further, the Company's personal computer products have been
designed specifically for use on the Intel x86 family of computers, utilizing
other well known database products. A decline in the use of this type of
personal computer or the emergence of competitive platforms could materially
adversely affect the market for the Company's products. The Company considers
certain end-user data access tool and executive information system software
companies to be competitors of its d.b.Express product, including Trinzic
Corporation, Cognos, Inc., Comshare Corp., and Pilot Software, Inc. While the
Company believes that d.b.Express can compete effectively against such
companies' product offerings based on ease of use, lack of programming, data
access, speed and price, no assurance can be given in this regard. Certain of
Softworks' products compete with products from Boole & Babbage, Legent Corp. and
BMC, and while the Company believes that Softworks' products compete effectively
based on quality of product, support and price, no assurances can be given in
this regard. Many of the Company's existing and potential competitors possess
substantially greater financial, marketing and technology resources than the
Company.
6. Current Litigation. The Company and certain of its officers and
directors are parties to several lawsuits including one class action claim which
has been settled but is still waiting for final adjudication. While the Company
intends to vigorously defend these actions, any substantial judgment against the
Company would have a material adverse effect on its financial condition and
threaten the Company's viability. The Company also settled a prior class action
claim in 1996. See "Business - Legal Proceedings."
7. Seasonality. The Company's quarterly results are subject to fluctuations
from a wide variety of factors including, but not limited to, new product
introductions, domestic and international economic conditions, customer
budgetary considerations, the timing of product upgrades and customer support
agreement renewal cycles. As a result of the foregoing factors, the Company's
operating results for any quarter are not necessarily indicative of results for
any future period.
8. Dependence on Key Personnel. The Company is highly dependent on its
executive officers and management personnel, the loss of any of whom could have
an adverse affect upon its operations. While the Company has employment
agreements with several management persons, it has no employment agreements with
its principal executive officers. Should any of the members of the Company's
senior management be unable or unwilling to continue in their present roles or
should such person determine to enter into competition with the Company, the
Company's prospects could be adversely affected. The Company's success is also
<PAGE>
dependent upon its ability to attract, retain and motivate highly-trained
technical, marketing, sales and management personnel. The inability to attract,
retain and motivate personnel required for development, maintenance and
expansion of the Company's activities could adversely affect its business and
prospects.
9. Substantial Number of Outstanding Shares of Common Stock and Volatility
in Trading Price. The Company has approximately 127,281,648 shares of Common
Stock outstanding as of December 15, 1997, of which approximately 106,000,000
are currently without restriction on resale, and an additional 11,754,530 and
9,589,869 shares and shares issuable upon exercise of options are being
registered on Forms S-1 and S-1/A, respectively, in addition to the shares being
registered herein. Certain of these shares were issued in private transactions
for which the Company issued price guarantees. Although the Company has no
immediate acquisition plans, potential future acquisitions could result in the
issuance of substantial additional shares of Common Stock. The price of the
Company's Common Stock is subject to fluctuation and has increased and decreased
substantially during 1995, 1996 and 1997. The trading activity in the Company's
Common Stock also varies from time to time so that, at any given time, the sale
of a large block could adversely affect the market price of its Common Stock.
10. Risk of Rapid Growth and Business Expansion. The Company is pursuing a
rapid growth strategy that has involved and is expected to continue to involve
significant growth over at least the next twelve months. There can be no
assurance that the Company will successfully achieve its planned growth.
Accomplishing its objectives will depend upon a number of factors, including the
Company's ability to develop products internally with emphasis on the
exploitation of its d.b.Express product. In addition, the Company may incur
development, acquisition or expansion costs that represent a higher percentage
of total revenues than larger or more established companies, which may adversely
affect the Company's results of operations.
11. No Credit Facility. The Company has no credit facility and has no other
significant assets other than account receivables which would be available to
collateralize any future borrowings. Accordingly, the Company's business could
be adversely affected in the event that it has a need for funds in amounts
greater than its cash on hand, which it is unable to obtain through debt or
equity financing.
12. No Dividends. The Company has not declared or paid, and does not
anticipate declaring or paying in the foreseeable future, any cash dividends on
its Common Stock. The Company's ability to pay dividends is dependent upon,
among other things, future earnings, the operating and financial condition of
the Company, its capital requirements, general business conditions and other
pertinent factors, and is subject to the discretion of the Board of Directors.
Accordingly, there is no assurance that any dividends will ever be paid on the
Company's Common Stock.
13. Importance of and Risks Relating to Intellectual Property Rights. The
computer software industry is characterized by extensive use of intellectual
property protected by copyright, patent and trademark laws. While the Company
believes that it does not infringe on the intellectual property rights of any
third parties in the conduct of its business, allegations of any such
infringement, or disputes or litigations relating thereto, could have a material
adverse affect on the Company's business and financial condition. Also, if third
parties were to be permitted to use the Company's proprietary technology without
the Company's consent or without the Company being compensated therefor, the
Company believes that one of its competitive advantages could be eroded. No
assurance can be given that the Company's patents and copyrights will
effectively protect the Company from any copying or emulation of the Company's
products in the future.
<PAGE>
14. Lack of Managing Underwriter. The sale of the Common Stock of the
Selling Stockholders will not be coordinated or controlled by a managing
underwriter. Certain Selling Stockholders may be deemed to be underwriters, as
such term is defined by the Securities Act. Selling Stockholders will, during
the distribution period, also be subject to the restrictions on their purchases
and sales of Common Stock as set forth in Rules 10b-6 and 10b-7 under the
Exchange Act. See "Selling Security holders" and "Plan of Distribution."
15. Potential Impact If Rule 15G Becomes Applicable to the Company's
Securities. Rule 15G of the Securities Act of 1934 provides certain requirements
for the sale of securities which are classified as "penny stocks." As the
Company exceeds the asset and revenue parameters for classification as a penny
stock (less than $2 million of tangible assets or $6 million of revenues for
companies in business more than three years) and trades on the NASDAQ exchange
(Small Cap Market) those rules are not currently applicable to the Company.
However, in the event, the Company were to be so classified in the future, the
compliance requirements for the sale of securities under Rule 15G could have a
negative effect on the marketability of the Company's securities.
16. Potential Loss of Entire Investment in the Company's Securities. An
investment in the securities of the Company involves a high degree of risk,
including the potential total loss of the investment.
SELLING STOCKHOLDERS
Certain of the Selling Stockholders whose shares of Common Stock are
registered by the Registration Statement and covered by this Prospectus are
"Affiliates" of the Company as that term is defined in Rule 405 of the
Securities Act. Such shares of Common Stock are issuable to the Selling
Stockholders under the Plan. Additional shares of Common Stock which are
registered by the Registration Statement and which become issued pursuant to
options issued to the Selling Stockholders may be added to this Prospectus by
supplements hereto.
The amount of Common Stock to be reoffered or resold by each Selling
Stockholder hereby who is an Affiliate, and any other person with whom each
Selling Stockholders is acting in concert for the purpose of selling Common
Stock of the Company, is limited by Rule 144(e) of the Securities Act, which as
currently in effect would prohibit such reoffers or resales from exceeding,
during any three month period, the greater of (i) one percent of the Common
Stock outstanding as shown by the most recent report or statement published by
the Company, or (ii) the average weekly reported volume of trading in the Common
Stock reported by NASDAQ during the four calendar weeks preceding the date of
receipt of the order to execute the transaction by the broker or the date of
execution of the transaction directly with a market maker.
The names of the Selling Stockholders and certain information with respect
to them are listed below. Except as otherwise noted, none of such persons has
had any material relationship with the Company during the past three years.
<PAGE>
<TABLE>
<CAPTION>
Amount of Percentage of
Amount of Common Outstanding
Common Amount of Stock to be Common Stock
Stock Common Owned if to be Owned if
Name of Beneficially Stock to be all Shares all Shares
Selling Owned Prior Offered Offered Hereby Offered Hereby
Stockholder to Offering* Hereby are Sold are Sold **
- ----------- ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C>
Amico, Claudio 12,000 5,000 7,000 ***
Aronson, George*(1) 1,000,000 325,000 675,000 ***
Beige, Jack S. 419,444 244,444 175,000 ***
Brander, Ronnie 13,100 100 13,000 ***
Cannavino, James* 500,000 500,000 0 ***
Carter, Judy 917,900 125,000 792,900 ***
Castoro, Michael* 20,000 20,000 0 ***
Chamberlin, Orland 60,000 60,000 0 ***
Cruz, Hector 75,000 50,000 25,000 ***
DBMS Consult, Inc. 679,834 350,000 329,834 ***
Devine, Robert 25,000 25,000 0 ***
Dietl, Richard 675,000 675,000 0 ***
Fischer, Harold 75,000 75,000 0 ***
Giorgi, Emerald 10,000 10,000 0 ***
Kaemmlein, Hans 200,000 200,000 0 ***
Kinsey, Claude 901,500 125,000 776,500 ***
Koenig, Michael 10,100 10,100 0 ***
Levine, Michael 5,100 100 5,000 ***
Markus, Joseph 875,000 200,000 675,000 ***
Mata, Corrine 100 100 0 ***
McConkey, Phil 125,000 100,000 25,000 ***
Medina, Augustin 247,635 244,444 3,191 ***
Sages, Allan 100 100 0 ***
Sun, Dajun* 64,100 100 64,000 ***
--------- --------- --------- --------
6,910,913 3,344,488 3,566,425 2.48%
</TABLE>
* Includes shares issuable upon exercise of options
+ Subject to performance or other contingency
** Based on 143,679,037 shares deemed outstanding if all options are exercised.
*** Less than one percent
(1) George Aronson is the CFO of the Company
PLAN OF DISTRIBUTION
The Common Stock may be offered by the Selling Stockholders from time to
time in transactions on NASDAQ, in negotiated transactions, through the writing
of options on the Common Stock, or a combination of such methods of sale, 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. The Selling Stockholders may effect such transactions by the sale of the
Common Stock to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders and/or the purchasers of the Common Stock for whom such
<PAGE>
broker-dealers may act as agent or to whom they may sell as principal, or
both (which compensation to a particular broker-dealer might be in excess of
customary commissions). The Selling Stockholders and any broker-dealer who acts
in connection with the sale of Common Stock hereunder may be deemed to be
"underwriters" as that term is defined in the Securities Act, and any commission
received by them and any profit on any resale of the Common Stock as principal
might be deemed to be underwriting discounts and commissions under the
Securities Act. The Selling Stockholders also may sell the Common Stock pursuant
to all the terms and conditions of Rule 144 promulgated under the Securities
Act.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common Stock
offered hereby; however, the Company would receive the exercise price for
options exercised by Selling Stockholders.
LEGAL MATTERS
The legality of the securities offered hereby will be passed upon for the
Company by Daniel B. Kinsey, P. C. Mr. Kinsey owns 1,870,000 shares of Common
Stock and options exercisable for 1,354,667 shares.
EXPERTS
An opinion is included herein and in the registration statement in reliance
upon the authority of the firm of Daniel B. Kinsey, P.C., as experts regarding
the legality of the securities offered hereby. Mr. Kinsey owns 1,870,000 shares
of Common Stock and options exercisable for 1,354,667 shares.
<PAGE>
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this Prospectus. Any information or
representations not herein contained, if given or made, 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 buy any security other than the
securities offered by this Prospectus, nor does it constitute an offer to sell
or a solicitation of an offer to buy the securities by any person in any
jurisdiction where such offer or solicitation is not authorized, or in which the
person making such offer is not qualified to do so, or to any person to whom it
is unlawful to make such offer or solicitation. The delivery of this Prospectus
shall not, under any circumstances create any implication that there has been no
change in the affairs of the Company since the date hereof.
TABLE OF CONTENTS
Page
Introduction. . . . . . . . . . 3
Available Information . . . . . 3
Incorporation of Certain Documents
by Reference . . . . . . . . 4
Risk Factors. . . . . . . . . . 4
Selling Stockholders. . . . . . 8
Plan of Distribution. . . . . . 9
Use of Proceeds . . . . . . . . 10
Legal Matters . . . . . . . . . 10
Experts . . . . . . . . . . . . 10
11,855,155 Shares of
Common Stock
COMPUTER CONCEPTS CORP.
PROSPECTUS
December 19, 1997
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the documents listed in (a) through (c) below:
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, or either
(I) the latest prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933 that contains audited financial statements
for the Registrant's latest fiscal year for which such statements
have been filed or (II) the Registrant's effective registration
statement on Form 10 filed under the Securities Exchange Act of
1934 containing audited financial statements for the Registrant's
latest fiscal year;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Registrant document referred to in (a) above;
(c) The description of the class of securities to be offered which is
contained in a registration statement filed under Section 12 of
the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which indicates that all securities offered
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Under the provisions of the Certificate of Incorporation and By-Laws
of Registrant, each person who is or was a director or officer of Registrant
shall be indemnified by Registrant as of right to the full extent permitted or
authorized by the General Corporation Law of Delaware.
Under such law, to the extent that such person is successful on the
merits of defense of a suit or proceeding brought against him by reason of the
fact that he is a director or officer of Registrant, he shall be indemnified
against expenses (including attorneys' fees) reasonably incurred in connection
with such action.
If unsuccessful in defense of a third-party civil suit or a criminal
suit is settled, such a person shall be indemnified under such law against both
(1) expenses (including attorneys' fees) and (2) judgments, fines and amounts
paid in settlement if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of Registrant, and with
respect to any criminal action, had no reasonable cause to believe his conduct
was unlawful.
If unsuccessful in defense of a suit brought by or in the right of
Registrant, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
Registrant except that if such a person is adjudicated to be liable in such suit
for negligence or misconduct in the performance of his duty to Registrant, he
cannot be made whole even for expenses unless the court determines that he is
fairly and reasonably entitled to be indemnified for such expenses.
The officers and directors of the Company are covered by officers' and
directors' liability insurance. The policy coverage is $2,000,000, which
includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $250,000, for officers and
directors as a group of $50,000 and for each officer or director of $5,000.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Computer Concepts Corp. Directors, Officers and Consultants 1993
Stock Option Plan - (Previously filed, see Form S-8, filed April
25, 1996)
4.2 Computer Concepts Corp. Employees 1993 Stock Option Plan -
(Previously filed, see Form S-8, filed April 25, 1996)
4.3 Computer Concepts Corp. 1995 Stock Incentive Plan - (Previously
filed, see Form S-8, filed April 25, 1996)
<PAGE>
4.4 Computer Concepts Corp. Outside Directors Stock Option Plan -
(Previously filed, see Form S-8, filed April 25, 1996)
5 Opinion and consent of Daniel B. Kinsey, P. C.
23.1 Consent of Daniel B. Kinsey, P. C. - included in the opinion
filed as Exhibit 5
23.2 Consent of Hays & Company, Independent Certified Public
Accountants
24 Powers of Attorney.
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:
(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;
(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)(l)(i) and (a)(l)(ii) 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 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.
(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 (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 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 the time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
(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 Act 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 policy as expressed in the Act and will be
governed by final adjudication of such issue.
<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
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 Bohemia, New York on the 18th day of December, 1997.
COMPUTER CONCEPTS CORP.
By: /s/ Daniel Del Giorno, Sr.
Daniel Del Giorno, Sr., Chairman
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on December 18, 1997 by the
following persons in the capacities indicated. Each person whose signature
appears below constitutes and appoints Daniel Del Giorno, Jr. and Russell
Pellicano, and each of them acting individually, with full power of
substitution, our true and lawful attorneys-in-fact and agents to do any and all
acts and things in our name and on our behalf in our capacities indicated below
which they or either of them may deem necessary or advisable to enable Computer
Concepts Corp. to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement including specifically, but not
limited to, power and authority to sign for us or any of us in our names in the
capacities stated below, any and all amendments (including post-effective
amendments) thereto, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in such connection, as fully to all intents and purposes as
we might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Signature Title
--------- -----
/s/ Daniel Del Giorno, Sr. Chairman, Director
- ----------------------------
Daniel Del Giorno, Sr.
/s/ Daniel Del Giorno, Jr. President, Director
- ----------------------------
Daniel Del Del Giorno, Jr.
/s/ Jack S. Beige Director
- ----------------------------
Jack S. Beige
/s/ George Aronson Chief Financial Officer
- ----------------------------
George Aronson
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
COMPUTER CONCEPTS CORP.
Form S-8 Registration Statement
E X H I B I T I N D E X
Page No. in Sequential
Exhibit Numbering of all Pages,
Number Exhibit Description including Exhibit Pages
- ------- ------------------- -----------------------
5 Opinion and Consent of Counsel
23.1 Consent of Counsel See Exhibit 5
23.2 Consent of Hays & Company
24 Powers of Attorney See signature page
December 18, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549
Re: Computer Concepts Corp.
Registration Statement on Form S-8
Gentlemen:
Reference is made to the filing by Computer Concepts Corp. (the
"Corporation") of a Registration Statement on Form S-8 with the Securities and
Exchange Commission pursuant to the provisions of the Securities Act of 1933, as
amended, covering the registration of 11,855,155 shares of the Corporation's
Common Stock, $.0001 par value per share, in connection with the Corporation's
stock incentive plans (the "Plans").
As counsel for the Corporation, I have examined its corporate records,
including its Certificate of Incorporation, as amended, its By-Laws, its
corporate minutes, the form of its Common Stock certificate, the Plans, related
documents under the Plans and such other documents as deemed necessary or
relevant under the circumstances.
Based upon this examination, I am of the opinion that:
1. The Corporation is duly organized and validly existing under the laws
of the State of Delaware.
2. The 3,344,488 outstanding shares and the 8,510,667 shares of the
Corporation's Common Stock issuable upon exercise of options, when
issued pursuant to the Plans and in accordance with the agreements
related thereto, will be validly authorized, legally issued fully
paid and non-assessable.
I hereby consent to be named in the Registration Staement and in the
Prospectus which constitutes a part thereof as counsel of the Corporation, and I
hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
DANIEL B. KINSEY, P.C.
/s/ Daniel B. Kinsey
Daniel B. Kinsey
HAYS & COMPANY
477 Madison Avenue
New York, New York 10022
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement
of Computer Concepts Corp. on Form S-8 (being filed herewith) of our report
dated October 23, 1997 (except for Note 12 which is dated November 26, 1997),
which report includes an explanatory paragraph as to an uncertainty with respect
to the Company's ability to continue as a going concern, appearing in the
Registration Statement on Form S-1/A filed on December 19, 1997. We hereby
consent to the incorporation by reference of said report in the Registration
Statements of Computer Concepts Corp. on Forms S-8 (File No. 33-88280, effective
December 30, 1994, File No. 33-94058, effective June 28, 1995 and File No.
333-4070, effective April 25, 1996).
