Filed: February 11, 1999 Registration No. ____________
================================================================================
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
1998 Incentive 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, 4,492,319 (2)(3) $2.3125 $10,388,488 $2,888.00
$.0001
per share
=======================================================================================
<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 February 10, 1999.
(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) Includes shares issued and issuable upon exercise of options under the 1998
Incentive Stock Option Plans as approved October 8, 1998.
</FN>
=======================================================================================
</TABLE>
<PAGE>
PROSPECTUS
----------
This Prospectus relates to up to an aggregate 4,492,319 shares, including
2,230,084 shares issued and 2,262,235 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 1998 Incentive Stock Option Plans and certain share
grants pursuant to written compensation agreements (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, however, to the extent options are
exercised, it will receive the applicable option exercise premiums.
The Company's Common Stock is listed on the NASDAQ Small Cap Market under
the Symbol "CCEE." On February 10, 1999, the last reported sale price of the
Common Stock as reported by NASDAQ was $2.00 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 $15,000.
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.
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 February 11, 1999
<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, 1989, 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 Corp. 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 MapLinx Corp., the Superbase technology and
discontinued the DBopen products. In 1998, the Company has sold or transferred
shares of its Softworks, Inc. subsidiary in conjunction with an Initial Public
Offering in August, 1998 (SWRX: NASDAQ; NMS), and the raising of capital through
the sale of such shares, the acquisition of certain assets and in fulfilment of
corporate obligations. 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, Australia and South America. 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, 1997, and
including specifically the Consolidated Financial Statements for the
years ended December 31, 1997, 1996 and 1995, as reported on by Hays &
Company;
(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.
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 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, the sale of additional shares of Softworks, Inc., or other sources,
may not be available when needed and may result in significant dilution to
existing stockholders. Further, although the Company has a limited credit
facility arrangement, there is no assurance that such facility will be adequate
for needs which may arise in the future, and the Company has no other bank or
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 or interests in its subsidiary. 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 $18,365,000, $18,953,000 and
$12,385,000 for the years ended December 31, 1995, 1996 and 1997, respectively,
and although it reported a net profit of $8,728,000 for the nine months ended
September 30, 1998, it had cumulative losses of $73,013,000 through September
31, 1998, 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 1997 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 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. In June,
1998, the Company acquired assets rights related to the software product now
known as ComputerCOP which the Company is actively marketing. Although the
Company has taken the steps it believes are necessary to exploit d.b.Express and
ComputerCOP, 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 $31,855,000 for the
nine months ended September 30, 1998, and $29,738,000, $19,030,000, and
$16,302,000 for the years ended December 31, 1997, 1996 and 1995, respectively.
4. Potential Adverse Impact on Market Price of Shares Eligible for
Future Sale. The Company has approximately 20,400,000 shares of Common Stock
outstanding as of February 8, 1999, of which approximately 14,400,000 are
<PAGE>
currently without restriction on resale. The influx of all of this Common Stock
on the market together with the 4,492,319 (if all options are earned and
exercised) shares registered 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 registered herein and/or subject to
various performance requirements (approximately 2,700,000), were exercised, the
outstanding shares would total approximately 23,200,000 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 options would result in significant proceeds to the Company
(approximately $9,800,000 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
effected a reverse stock split in a ratio of 1 for 10 on March 30, 1998, while
maintaining the authorization for 150,000,000 shares of authorized common stock.
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. 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.
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
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 20,400,000 shares of
Common Stock outstanding as of February 8, 1999, of which approximately
14,400,000 are currently without restriction on resale. 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 1996, 1997 and 1998. 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.
<PAGE>
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, and/or the ability to acquire
successful products or technologies.. 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 a limited bank credit facility
arrangement which is limited to specific contracts in progress, and otherwise
has no credit facility and has no other significant assets other than account
receivables or common stock ownership interests in Softworks, Inc. 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, which could result in the need to sell assets or
common stock ownership interests in its subsidiary.
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.
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 stock price, asset and revenue parameters for classification
as a penny stock (more than $5.00, 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
<PAGE>
"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.
<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>
Athans, Leigh 3,050 2,000 1,050 ***
Balan, Sajay 7,110 3,000 4,110 ***
Beach, Brian 5,500 5,000 500 ***
Beal, Ross 115,000 115,000 -- ***
Beige, Stephanie 45,250 45,000 250 ***
Bonefede, Michael 2,500 2,500 -- ***
Brander, Roni 7,060 2,000 5,060 ***
Cannavino, James 160,000 160,000 -- ***
Castoro, Michael 15,850 5,000 10,850 ***
Coppola, Anthony 248,875 115,000 133,875 ***
Cruz, Hector 15,000 15,000 -- ***
Dageyev, Igor 7,350 3,000 4,350 ***
DeKama, Joseph 12,500 12,500 -- ***
Dengler, Chris 6,500 3,000 3,500 ***
Devine, Robert 102,500 100,000 2,500 ***
Dietl, Jaclyn 3,500 3,000 500 ***
Eisenberg, Michael 215,000 215,000 -- ***
Esman, Toby 10,000 10,000 -- ***
Giorgi, Emerald 26,000 25,000 1,000 ***
Heuzey, Doug 21,235 7,500 13,735 ***
Johnston, Tim 11,750 5,000 6,750 ***
Joseph, Gene 5,000 5,000 -- ***
Kale, Udayan 7,110 3,000 4,110 ***
Karas, Kathy 8,500 8,500 -- ***
Koenig, Michael 22,160 7,500 14,660 ***
Kolenik, Michelle 1,000 1,000 -- ***
Leap, Arnold 32,950 10,000 22,950 ***
Levine, Michael 3,260 2,000 1,260 ***
Markus, Joseph 701,084 701,084 -- ***
Mata, Corina 8,260 3,000 5,260 ***
Medina, Augustin 49,764 25,000 24,764 ***
Messier, Mary Kay 250,000 250,000 -- ***
Neely, Linda 150,000 150,000 -- ***
O'Mahoney, Elena 2,950 2,000 950 ***
Quinn, Peter 175,000 175,000 -- ***
Rybalko, Oleg 10,010 3,000 7,010 ***
Safaniev, Greg 3,750 3,000 750 ***
Seldin, Lawrence 8,000 7,500 500 ***
Whitney, Allison 3,260 2,000 1,260 ***
Wright, Warren 15,000 15,000 -- ***
Yan, Robert 7,100 3,000 4,100 ***
--------- --------- -------
2,505,688 2,230,084 275,604
<PAGE>
<FN>
* Includes shares issuable upon exercise of options
** Based on approximately 23,200,000 shares deemed outstanding if all options
are exercised.
*** Less than one percent
</FN>
</TABLE>
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
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 beneficially owns 365,500 shares
of the Company's Common Stock .
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.
<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 ................................. 2
Available Information ........................ 2
Incorporation of Certain Documents
by Reference ............................ 2
Risk Factors ................................. 3
Selling Stockholders ......................... 5
Plan of Distribution ......................... 7
Use of Proceeds .............................. 7
Legal Matters ................................ 7
Experts ...................................... 7
- --------------------------------------------------
4,492,319 Shares of
Common Stock
COMPUTER CONCEPTS CORP.
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PROSPECTUS
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February 11, 1999
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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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.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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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.
<PAGE>
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.
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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.
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(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.
<PAGE>
(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.
(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 11th day of February, 1999.
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 February 11, 1999, 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
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/s/ Daniel Del Giorno, Sr. Chairman, Director
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Daniel Del Giorno, Sr.
/s/ Daniel Del Giorno, Jr. President, Director
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Daniel Del Del Giorno, Jr.
/s/ Jack S. Beige Director
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Jack S. Beige
/s/ George Aronson Chief Financial Officer
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George Aronson
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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COMPUTER CONCEPTS CORP.
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Form S-8 Registration Statement
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E X H I B I T I N D E X
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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
February 11, 1999
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 4,492,319 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 2,230,084 outstanding shares and the 2,262,235 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 Statement 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
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 February 27, 1998 (except for Note 2 which is dated March 18, 1998), 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 Annual
Report on Form 10-K of Computer Concepts Corp. for the year ended December 31,
1997.
/s/ Hays & Company
Hays & Company
February 11, 1999
New York, New York
