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As filed with the Securities and Exchange Commission on August 2, 1999
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ARDENT SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE No. 04-2818132
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
50 WASHINGTON STREET
WESTBORO, MASSACHUSETTS 01581-1021
(508) 366-3888
PETER GYENES
ARDENT SOFTWARE, INC.
50 WASHINGTON STREET
WESTBORO, MASSACHUSETTS 01581-1021
(508) 366-3888
(Name, Address and Telephone Number of Agent for Service)
COPY TO:
JAMES K. WALSH, ESQ. RICHARD N. HOEHN, ESQ.
ARDENT SOFTWARE, INC. CHOATE, HALL & STEWART
50 WASHINGTON STREET EXCHANGE PLACE, 53 STATE STREET
WESTBORO, MA 01581-1021 BOSTON, MA 02109
(508) 366-3888 (617) 248-5000
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to a dividend or interest reinvestment plan, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ] ______________
If this Form is a post-effective amendment filed pursuant to a Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
If any class of securities is to be concurrently registered on this
Form pursuant to Section 12(b) of the Securities Exchange Act of 1934 pursuant
to General Instruction V, please check the following box. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================= ================ ==================== =========== ==================
<S> <C> <C> <C> <C>
PROPOSED
MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
- ----------------------------- ---------------- -------------------- ----------- ------------------
Common Stock,
$.01 par value 114,151 shares $23.85 $2,722,502 $756.87
============================= ================ ==================== =========== ==================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee,
in accordance with Rule 457 under the Securities Act, on the basis of
the average of the high and low sale prices of the Common Stock on
July 29, 1999 as reported on the Nasdaq National Market.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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2
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PROSPECTUS
114,151 SHARES
ARDENT SOFTWARE, INC.
COMMON STOCK
This prospectus is part of a registration statement that covers 114,151
shares of our common stock. These shares may be offered and sold from time to
time by certain of our shareholders. We will not receive any of the proceeds
from the sale of the common shares. We will bear the costs relating to the
registration of the common shares, which we estimate to be $4,257.
The common shares are traded on the Nasdaq Stock Market under the symbol
ARDT. The average of the high and low prices of the common shares as reported on
the Nasdaq Stock Market on July 29, 1999 was $23.85 per common share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------------------------------
The date of this prospectus is August __, 1999.
<PAGE> 4
TABLE OF CONTENTS
THE COMPANY....................................................................2
USE OF PROCEEDS................................................................2
SELLING SHAREHOLDER AND PLAN OF DISTRIBUTION...................................3
LEGAL MATTERS..................................................................5
WHERE YOU CAN FIND MORE INFORMATION............................................5
RISK FACTORS...................................................................6
You should rely only on the information contained or incorporated by
reference in this prospectus and in any accompanying prospectus supplement. No
one has been authorized to provide you with different information.
The shares of common stock are not being offered in any jurisdiction
where the offer is not permitted.
You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the documents.
THE COMPANY
The Company's principal executive offices are located at 50 Washington
Street, Westboro, Massachusetts 01581, and its telephone number is (508)
366-3888. The Company was incorporated in Delaware in 1984.
USE OF PROCEEDS
All net proceeds from the sale of the common shares covered by this
prospectus will go to the selling shareholder offering and selling its shares.
We will not receive any proceeds from the sale of the common shares by the
selling shareholder.
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SELLING SHAREHOLDER AND PLAN OF DISTRIBUTION
All of the common shares registered for sale under this prospectus are
reserved for issuance upon the exercise of warrants. Upon the exercise of those
warrants, the common shares will be owned immediately after exercise by Insinger
Nominees Jersey Limited (the "selling shareholder").
Several individuals owned warrants to purchase the Class A common stock
of Unidata, Inc. On February 10, 1998, Unidata merged into Ardent, exchanging
all of Unidata's common stock for Ardent's common stock at a prescribed exchange
ratio. Ardent also assumed the obligation to issue stock under the warrants,
which are now exercisable for 114,151 shares of Ardent's common stock after
applying the same exchange ratio. The individuals owning the warrants
transferred them to the selling shareholder. The selling shareholder exercised
the warrants for Ardent common stock. The shares held by the selling shareholder
are less than one half percent (0.5%) of Ardent's outstanding stock. The selling
shareholder has never had a material relationship with Ardent.
Ardent is registering the common shares covered by this prospectus for
the selling shareholder. As used in this prospectus, "selling shareholder"
includes the pledgees, donees, transferees or others who may later hold the
selling shareholder's interests. Ardent will pay the costs and fees of
registering the common shares, but the selling shareholder will pay any
brokerage commissions, discounts or other expenses relating to the sale of the
common shares.
The selling shareholder may sell the common shares in the
over-the-counter market or otherwise, at market prices prevailing at the time of
sale, at prices related to the prevailing market prices, or at negotiated
prices. In addition, the selling shareholder may sell some or all of its common
shares through:
- a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
- purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
- ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
When selling the common shares, the selling shareholder may enter into
hedging transactions. For example, the selling shareholder may:
- enter into transactions involving short sales of the common shares by
broker-dealers;
- sell common shares short themselves and redeliver such shares to close
out their short positions;
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- enter into option or other types of transactions that require the
selling shareholder to deliver common shares to a broker-dealer, who
will then resell or transfer the common shares under this prospectus;
or
- loan or pledge the common shares to a broker-dealer, who may sell the
loaned shares or, in the event of default, sell the pledged shares.
The selling shareholder may negotiate and pay broker-dealers commissions,
discounts or concessions for their services. Broker-dealers engaged by the
selling shareholder may allow other broker-dealers to participate in resales.
However, the selling shareholder and any broker-dealers involved in the sale or
resale of the common shares may qualify as "underwriters" within the meaning of
the Section 2(a)(11) of the Securities Act of 1933 (the "1933 Act"). In
addition, the broker-dealers' commissions, discounts or concession may qualify
as underwriters' compensation under the 1933 Act. If the selling shareholder
qualifies as an "underwriter," it will be subject to the prospectus delivery
requirements of Section 5(b)(2) of the 1933 Act.
In addition to selling its common shares under this prospectus, the
selling shareholder may:
- agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the common shares, including
liabilities arising under the 1933 Act;
- transfer its common shares in other ways not involving market makers or
established trading markets, including directly by gift, distribution,
or other transfer; or
- sell its common shares under Rule 144 of the 1933 Act or Regulation S
rather than under this prospectus, if the transaction meets the
requirements of Rule 144 or Regulation S, respectively.
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LEGAL MATTERS
For purposes of this offering, Choate, Hall & Stewart (a partnership
including professional corporations), Boston, Massachusetts, is giving its
opinion on the validity of the common shares. Richard N. Hoehn, a partner of
Choate, Hall & Stewart, is the Secretary of the Company.
WHERE YOU CAN FIND MORE INFORMATION
Government Filings. We file annual, quarterly and special reports and
other information with the Securities and Exchange Commission (the "SEC"). You
may read and copy any document that we file at the SEC's public reference rooms
in Washington, D.C., New York, New York, and Chicago, Illinois. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our
SEC filings are also available to you free of charge at the SEC's web site at
http://www.sec.gov. Most of our SEC filings are also available to you free of
charge at our web site at http://www.ardentsoftware.com.
Stock Market. The common shares are traded as "National Market
Securities" on The Nasdaq National Market. Material filed by Ardent can be
inspected at the offices of the National Association of Securities Dealers,
Inc., Reports Section, 1735 K Street, N.W., Washington, D.C.
20006.
Information Incorporated by Reference. The SEC allows us to "incorporate
by reference" the information we file with them, which means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede previously filed information, including information
contained in this document.
We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until this offering has been completed:
- our Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
- our interim report on Form 10-Q for the fiscal quarter ended March 30,
1999;
- an S-4 registration statement relating to securities issued as part of
the merger of Prism Solutions, Inc. into Ardent, filed with the SEC on
April 5, 1999;
- the description of our Common Stock contained in our registration
statement on Form 8- A filed with the SEC on April 8, 1992, including
any amendments or reports filed for the purpose of updating such
description;
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- the description of the Junior Preferred Stock Purchase Rights attached
to each share of our Common Stock contained in our registration
statement on Form 8-A filed with the SEC on July 29, 1996, including
any amendments or reports filed for the purpose of updating such
description.
You may request free copies of these filings by writing or telephoning us
at the following address:
General Counsel
Ardent Software, Inc.
50 Washington Street
Westboro, Massachusetts 01581
(508) 366-3888
email: [email protected]
You may also review and/or download free copies of items 1, 2 and 3 at
our web site at http://www.ardentsoftware.com.
RISK FACTORS
If you purchase shares of our common stock, you will take on financial
risk. In deciding whether to invest, you should carefully consider the risk
factors contained in our SEC filings and the other information to which we have
referred you.
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ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
------------------------
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114,151 SHARES
ARDENT
SOFTWARE, INC.
COMMON STOCK
------------------------------------
PROSPECTUS
August __, 1999
------------------------------------
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<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses relating to the registration of shares will be borne by the
registrant. Such expenses are estimated to be as follows:
Securities and Exchange Commission Registration Fee.... $ 757
------
Legal Fees and Expenses................................ 2,500
------
Accountants' Fees and Expenses ........................ 1,000
------
Total........................................... $4,257
======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation may indemnify a director, officer, employee or agent
against expenses (including attorneys' fees), judgments, fines and for amounts
paid in settlement in respect of or in successful defense of any action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Article X of the Company's Second Restated Certificate of Incorporation
provides that the Company shall, to the fullest extent permitted from time to
time under the General Corporation Law of the State of Delaware, indemnify each
of its directors and officers against all expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement in respect of any action, suit,
or proceeding in which such director or officer may be involved or with which he
may be threatened while in office or thereafter, by reason of his or her actions
or omissions in connection with services to the Company, such indemnification to
include prompt payment of expenses in advance of the final disposition of any
such action, suit, or proceeding.
Under Section 8 of the Agreement to Register Shares (the "Agreement")
dated as of July 8, 1999 by and among the selling shareholders and the Company,
the selling shareholders are obligated, under specified circumstances, to
indemnify directors and officers of the Company against related liabilities,
including liabilities under the Securities Act.
ITEM 16. EXHIBITS
The Exhibits to this registration statement are listed in the Index to
Exhibits on page II-4.
II-1
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ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose 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.
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 that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part
of this Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
Insofar as indemnification of liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the
II-2
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provisions described under Item 15 above, 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 any of 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 public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westboro, The Commonwealth of Massachusetts on July
20, 1999.
Ardent Software, Inc.
(Issuer and Employer)
By: /s/ Peter Gyenes
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Peter Gyenes, President, Chief Executive
Officer and Chairman of the Board
II-4
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Peter Gyenes, James K. Walsh, and Richard
N. Hoehn, jointly and severally, his true and lawful attorneys-in-fact and
agents with full powers of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below as of July 20, 1999 by the
following persons in the capacities indicated.
NAME CAPACITY
- ---- --------
/s/ Peter Gyenes Chief Executive Officer
- ------------------------ and Director
Peter Gyenes (Principal Executive Officer)
/s/ Charles F. Kane Executive Vice President and Chief
- ------------------------ Financial Officer (Principal Financial
Charles F. Kane and Accounting Officer)
/s/ David W. Brunel Director
- ------------------------
David W. Brunel
/s/ Robert G. Claussen Director
- ------------------------
Robert G. Claussen
/s/ Martin T. Hart Director
- ------------------------
Martin T. Hart
/s/ Robert M. Morrill Director
- ------------------------
Robert M. Morrill
II-5
<PAGE> 15
INDEX TO EXHIBITS
-----------------
EXHIBIT NUMBER PAGE NO.
- -------------- --------
4.1 Articles IV, V, VII, and VIII of the Second *
Restated Certificate of Incorporation of the Registrant
4.2 Articles II, III, IV, V, VI, VII, VIII, and XX of the **
Registrant's By-Laws, as amended
5.1 Opinion of Choate, Hall & Stewart as to validity
of shares being registered and Consent.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Choate, Hall & Stewart
(included in Exhibit 5.1).
24.1 Power of Attorney (included in page II-5).
- ------------------
* Incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1 filed with the Commission on March 19, 1992, Registration
No. 33-46533.
** Incorporated by reference to Exhibit 4.2 to the Company's Registration
Statement on Form S-1 filed with the Commission on March 19, 1992, Registration
No. 33-46533.
II-6
<PAGE> 1
Exhibit 5.1
CHOATE, HALL & STEWART
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
EXCHANGE PLACE
53 STATE STREET
BOSTON, MASSACHUSETTS 02109-2891
TELEPHONE (617)248-5000
FACSIMILE (617) 248-4000
TELEX 49615860
August 2, 1999
Ardent Software, Inc.
50 Washington Street
Westboro, Massachusetts 01581
Ladies and Gentlemen:
This opinion is delivered to you in connection with the registration
statement on Form S-3 (the "Registration Statement") to be filed on or about
August 2, 1999 by Ardent Software, Inc. (the "Company") under the Securities Act
of 1933, as amended, for registration under said Act of 114,151 shares of common
stock, $.01 par value (the "Common Stock"), of the Company.
We are familiar with the Company's Certificate of Incorporation, as
amended, its By-Laws, as amended, and the records of its corporate proceedings.
We have also examined such other documents, records and certificates and made
such further investigation as we have deemed necessary for the purposes of this
opinion.
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock to be sold by the Selling Stockholders pursuant to the
Registration Statement have been legally issued, fully paid and nonassessable.
We understand that this opinion is to be used in connection with the
Registration Statement and consent to the filing of this opinion as an exhibit
to the Registration Statement. We further consent to the reference to this firm
in the section entitled "Interests of Named Experts and Counsel" in the
Registration Statement.
Very truly yours,
/s/ Choate, Hall & Stewart
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ardent Software, Inc.
We consent to incorporation by reference in this registration statement on Form
S-3 of Ardent Software, Inc. of our report dated January 22, 1999 (March 30,
1999 as to Note 13 to the consolidated financial statements) (which expresses an
unqualified opinion and includes an explanatory paragraph regarding the
restatement of the 1996 statement of operations), appearing in the Annual Report
on Form 10-K of Ardent Software, Inc. for the year ended December 31, 1998 and
in the registration statement No. 333-73267 on form S-4 filed on April 5, 1999.
DELOITTE & TOUCHE, LLP
Boston, Massachusetts
Dated: July 30, 1999
II-8
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of Ardent Software, Inc. of our report dated October 25, 1996
relating to the financial statements of Unidata, Inc., which appears in the
Annual Report on Form 10-K of Ardent Software, Inc. for the year ended December
31, 1998 and the S-4 registration statement relating to securities issued as
part of the merger of Prism Solutions, Inc. into Ardent, filed with the SEC on
April 5, 1999.
PRICEWATERHOUSECOOPERS LLP
Denver, CO
August 2, 1999
