<PAGE>
As filed with the Securities and Exchange Commission on January 3, 1997
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
_____________________
SYSTEMSOFT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3121799
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
2 VISION DRIVE
NATICK, MASSACHUSETTS 01760
(508) 651-0088
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
_____________________
ROBERT F. ANGELO, PRESIDENT
SYSTEMSOFT CORPORATION
2 VISION DRIVE
NATICK, MASSACHUSETTS 01760
(508) 651-0088
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copy to:
MARK J. MACENKA, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
HIGH STREET TOWER
125 HIGH STREET
BOSTON, MASSACHUSETTS 02110
(617) 248-7000
_____________________
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 dividend or interest reinvestment plans, please check the following
box.[_]
If any of the securities being offered 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, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.[_]
If this Form is a post-effective amendment filed pursuant to Rule
462(b) 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.[_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class Amount to Proposed Maximum Proposed Maximum
of Securities to be Offering Price Aggregate Offering Amount of
be Registered Registered Per Share Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value per share........ 2,037,802 shares $14.00(1) $28,529,228 $ 8,645.22
- -----------------------------------------------------------------------------------------------------------
750,000 shares $23.00(2) $17,250,000 $ 5,227.27
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
TOTAL: 2,787,802 shares $45,779,228 $13,872.49
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and based upon the last price on the Nasdaq National Market
on December 30, 1996.
(2) Based on a warrant to purchase 750,000 shares of SystemSoft Corporation's
common stock, $.01 par value per share, pursuant to the Common Stock
Purchase Warrant issued by SystemSoft Corporation at an exercise price of
$23.00.
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 the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JANUARY 3, 1997
SYSTEMSOFT CORPORATION
- --------------------------------------------------------------------------------
2,787,802 Shares
Common Stock
- --------------------------------------------------------------------------------
This Prospectus relates to the resale of up to an aggregate of
2,787,802 shares of Common Stock, par value $.01 per share (the "Shares"), of
SystemSoft Corporation ("SystemSoft" or the "Company"). The Shares include up to
an aggregate of 2,037,802 shares of Common Stock issued to the stockholders of
Radish Communications Systems, Inc. ("Radish") in connection with the Company's
acquisition of Radish and up to 750,000 shares of Common Stock issuable upon the
exercise of a Common Stock Purchase Warrant issued by the Company (the
"Warrant"). See "SELLING STOCKHOLDERS." The Selling Stockholders may sell the
Shares at market prices prevailing at the time of the sale or at prices
otherwise negotiated. See "PLAN OF DISTRIBUTION." The Selling Stockholders and
certain persons who purchase shares from them including broker-dealers acting as
principals who may resell the Shares, may be deemed "underwriters," as that term
is defined in the Securities Act of 1933, as amended (the "Securities Act"). See
"PLAN OF DISTRIBUTION."
None of the proceeds from the resale of the Shares will be received by
the Company. The Company is responsible for the expenses incurred in connection
with the registration of the Shares. The Selling Stockholders will pay or
assume brokerage commissions or other similar charges incurred in the sale of
the Shares. The Company has agreed to indemnify the Selling Stockholders
against certain liabilities, including liabilities under the Securities Act.
SystemSoft's Common Stock is listed on The Nasdaq National Market
under the symbol "SYSF." The last reported sale price for the Common Stock on
December 17, 1996 was $16.00, as reported by The Nasdaq National Market.
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 SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN THESE SECURITIES INVOLVES CERTAIN RISKS. SEE "RISK
FACTORS" APPEARING ON PAGE 4.
The date of this Prospectus is January , 1997.
---
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational 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 are available for inspection and copying at the
public reference facilities maintained by the Commission at 450 5th Street,
N.W., Washington, D.C. 20549, and at the following regional offices of the
Commission: Seven World Trade Center, 13th Floor, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. Copies of such material can also be obtained from the Public Reference
Section of the Commission at 450 5th Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Commission maintains a World Wide Web site
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding the Company. The Common Stock of the Company is
quoted on The Nasdaq National Market and such material may also be inspected and
copied at the offices of the National Association of Security Dealers, Inc.,
1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (including all amendments thereto, the "Registration Statement") under
the Securities Act, with respect to the Common Stock offered hereby. This
Prospectus does not contain all information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information regarding the Company
and the Common Stock offered hereby, reference is hereby made to the
Registration Statement and to the exhibits and schedules filed therewith.
Statements contained in this Prospectus regarding the contents of any agreement
or other document filed as an exhibit to the Registration Statement are not
necessarily complete, and in each instance reference is made to the copy of such
agreement filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference. The Registration Statement,
including the exhibits and schedules thereto, may be inspected at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 and copies of all or any part thereof may be
obtained from such office upon payment of the prescribed fees.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in this Prospectus by reference as
of their respective dates (Commission File No. 0-24418): (1) Annual Report on
Form 10-K for the fiscal year ended January 31, 1996; (2) Quarterly Reports on
Form 10-Q for the quarters ended April 30, 1996, July 31, 1996 and October 31,
1996; (3) Current Reports on Form 8-K dated July 17, 1996 and December 19, 1996;
and (4) the sections entitled "Description of Securities to be Registered"
contained in the Company's Registration Statements on Form 8-A filed with the
Commission on June 23, 1994.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
offering made hereby, shall be deemed to be incorporated by reference in this
Prospectus from the date of filing of such documents. Any statement contained
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 a statement contained herein or in any other subsequently filed
document which is also deemed to be incorporated by reference herein modifies or
supersedes such statement. 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 to whom a
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents described above (other than exhibits to such
documents). Requests for such copies should be directed to David P. Sommers,
Chief Financial Officer, SystemSoft Corporation, 2 Vision Drive, Natick,
Massachusetts 01760, telephone (508) 651-0088. Unless the context otherwise
requires references in the Prospectus to the "Company" or "SystemSoft" refer to
SystemSoft Corporation and its subsidiaries.
2
<PAGE>
TRADEMARKS
SystemSoft is a registered trademark and CardWorks, CardWizard,
SystemWizard, MobilePRO and CardSoft are trademarks of the Company.
THE COMPANY
The Company is a supplier of PCMCIA and other system-level software to
the personal computer market including the growing market for mobile computers,
comprised of laptops, notebooks, subnotebooks and personal computing devices.
PCMCIA is a published industry standard which enables personal computers ("PCs")
and electronic devices to automatically recognize, install and configure
peripherals (including, for example, modems, flash memory and network cards)
incorporated in credit card-sized PCMCIA cards. System-level software provides
both a connectivity layer, which facilitates the addition, configuration and use
of peripheral devices, and a hardware adaptation layer, which comprises the
communication link between a PC's operating system software and hardware. Each
new version of hardware or operating system software generally requires new
system-level software. PC manufacturers are able to offer enhanced
functionality, flexibility and ease of use by using the Company's software in
their products.
The principal software products currently offered by the Company
includes the following:
* PC CARD SOFTWARE. PC Card Software is a published industry standard
which enables PCs and electronic devices to automatically recognize,
install and configure peripheral devices (including, for example,
modems, flash memory and network cards) incorporated into PCMCIA-
compliant cards. Among the PC Card software products currently
offered by the Company are: (i) CardSoft Socket Services Software,
which communicates with the hardware vendor's PC Card controller to
recognize the status of the card socket (empty or loaded); (ii)
CardSoft Card Services Software, which recognizes the nature of the
peripheral loaded into a card socket, manages and allocates system
resources to PC Cards (such as interrupts, memory conflicts and port
requirements) and permits "hot swapping" of cards (that is, the
ability to remove and replace cards without turning off and
reconfiguring the computer); (iii) CardWizard, an artificial
intelligence-based software tool which makes PC Cards easier to use by
automatically detecting and resolving configuration conflicts; (iv)
CardWorks for Windows 95, which extends Windows 95 PC Card
compatibility to include PC Card devices designed for the new PC Card
standard and (v) CardWizard for Windows NT 4.0 which combines the
features of CardWizard and CardWorks into a complete Windows NT 4.0
solution. The Company also licenses its PC Card software or provides
services to more than 50 manufacturers of PC Cards, including Adaptec,
AMP, Integral, Megahertz, National Semiconductor, New Media and U.S.
Robotics, to ensure that their cards are compatible with published
PCMCIA standards and a variety of PC systems.
PLUG AND PLAY SOFTWARE. Plug and Play software permits PCs to
automatically recognize and configure add-on peripherals and
components without the necessity for the user to reconfigure the
computer system each time a device is removed or added. The Company
believes that it was the first software manufacturer to introduce and
license Plug and Play software complying with the Plug and Play
Association's published standard. SystemSoft's current Plug and Play
software supports Intel and Intel-compatible CPUs and Windows
operating systems. The Company's Plug and Play software includes
comprehensive diagnostic software which identifies and configures
system resources. An industry consortium in the desktop personal
computer industry, in association with Intel, has developed the
Peripheral Connect Interface ("PCI") standard for buses (the
communication pathways through which peripherals communicate with the
CPU). Compliance with the PCI standard will enable peripheral devices
to be connected to a desktop computer and to be automatically
configured and operable upon rebooting the computer without any need
to set jumpers or switches or to load software. In addition, PCI is
designed to significantly increase data transmission rates. The
Company's PCI System software for Intel and
3
<PAGE>
Intel-compatible CPU is designed to provide optimal flexibility and
configurability for systems using PCI buses. PCI system-level software
is being adopted in the mobile computing market and the Company has
begun supplying its mobile system OEMs with PCI software.
* POWER MANAGEMENT SOFTWARE. Power management software reduces power
consumption by monitoring a computer's operating system and hardware
for idle states, stopping or slowing a CPU's clock after a
predetermined period of inactivity, suspending or powering down system
components, and turning off all unnecessary system components and
operations while saving all system information to appropriate memory.
The Company offers system-level software designed to reduce power
consumption for desktop and mobile computers and other electronic
devices. Power management systems have been particularly important
for mobile systems to extend battery life and to reduce heat
generation by powerful CPUs. The Company's power management software
for mobile computers supports Intel and Intel-compatible CPUs and
provides support for DOS, Windows, OS/2, and Windows NT operating
systems.
* BIOS SOFTWARE. BIOS software permits PC hardware components to accept
commands from and deliver commands to the computer's operating system
software. The Company's BIOS software provides support for Intel and
Intel-compatible CPUs, enables PCs to the IBM-compatible and helps PC
OEMs achieve compatibility with Windows 95. The modularity of the
Company's BIOS software enables the Company to quickly respond to
changes in the hardware design provided by each PC manufacturer
because typically these changes, such as adding a new CPU, may require
modifications only to a particular module of the Company's BIOS
software.
CALL-AVOIDANCE SOFTWARE. In 1995, SystemSoft, with input from
customers, identified and has helped create a new market for "Call
Avoidance Software." This new software category addresses the
challenges associated with the increasing complexity of personal
computers and software. As PCs and software grow in sophistication,
the number and length of technical support calls to hardware and
software companies from consumers has risen dramatically. To attack
the support-call problems, SystemSoft has developed SystemWizard/TM/,
a call-avoidance technology that builds on the Company's CardWizard
product. SystemWizard will automatically diagnose and fix the most
common problems that plague PC users before they need to pick up the
phone to call for support. These problems include configuration
settings, software bugs, device-driver incompatibilities, and other
problems that are too difficult for most users to resolve on their
own.
The Company's principal executive offices are located at 2 Vision
Drive, Natick, Massachusetts 01760 and its telephone number at such address is
(508) 651-0088.
RECENT DEVELOPMENTS
Recent Acquisitions
In December 1996, the Company completed its acquisition (the "Radish
Merger") of Radish Communications Systems, Inc. ("Radish"). As a result of the
Radish Merger, the former stockholders of Radish received 2,037,802 shares of
SystemSoft Common Stock and $367,101 in cash. Also, pursuant to the terms of the
Radish Merger, Radish's obligations under Radish's existing stock option plans,
whether vested or unvested, were assumed by SystemSoft. The acquisition of
Radish is intended to qualify a tax-free reorganization under Section 368 of the
Internal Revenue Code of 1986, as amended. SystemSoft will account for the
transaction as a purchase. The Radish Merger enhanced the Company's presence in
the call center and help desk environments. With the acquisition of Radish and
the integration of Radish's VoiceView/R/, an industry standard for integrated
voice and data communications, into the Company's SystemWizard call-avoidance
software, the Company expects to expand its strategic focus to include not only
call-avoidance, but call-efficiency as well. This Prospectus relates to the
resale of the shares issued in the Radish Merger.
4
<PAGE>
RISK FACTORS
In addition to the other information contained in this Prospectus, the
following factors should be carefully considered by prospective investors when
evaluating an investment in the Company's securities.
Variations in Operating Results
The revenue growth rates experienced by the Company to date may not be
indicative of future growth rates and there can be no assurance that the Company
will remain profitable in the future. Future results of operations may
fluctuate significantly based upon numerous factors including the timing of new
product introductions, product mix, levels of international sales, activities of
competitors and the ability of the Company to penetrate new markets. The volume
and timing of new contracts and delays in the achievement of milestones could
have a significant impact on operating results for a particular quarter. In
addition, because many of the Company's customers do not typically report
royalties earned by the Company until the last month of the calendar quarter,
quarterly revenues are difficult to predict.
Ability to Respond to Rapid Technological Change
The market for system-level and call avoidance software is
characterized by rapidly changing technology, evolving industry standards and
frequent new product introductions. The trend in the PC market in general is
toward shorter product life cycles and rapid product and technology
obsolescence. The life cycle of the Company's products is highly dependent on
the life cycles of the products sold by its customers. For the Company's core
products, such as PC Card, Plug and Play, Power Management and BIOS products,
the life cycle may be as long as five years. However, for specific adaptations
of the Company's core products, the Company generally expects a life cycle of
one year or less. The Company's future success will depend upon its ability to
enhance its current software and to develop and introduce new software which
keeps pace with technological developments and evolving industry standards as
well as to respond to changes in customer requirements. There can be no
assurance that the Company will successfully complete the development, or will
not experience delays in the introduction, of new software or enhancements to
its existing software. Any delay or failure of the Company's software to achieve
market acceptance would adversely affect the Company's business and financial
condition. In addition, there can be no assurance that products or technologies
developed by others will not render the Company's software or technologies non-
competitive or obsolete.
Radish Acquisition
The successful integration of the Company and Radish is important to
the future financial performance of the combined enterprise. The anticipated
benefits of the Radish Merger may not be achieved unless, among other things,
the operations of Radish are successfully combined with those of the Company in
a timely manner. The diversion of the attention of management, and any
difficulties encountered in the transition process, could have an adverse impact
on the revenues and operating results of the combined enterprise. There can be
no assurance that the Company will be able to successfully integrate Radish and
its services and products into the Company's operations.
Management of Growth
The Company is currently experiencing a period of growth which has
placed, and could continue to place, a strain on the Company's financial and
other resources. The Company's ability to manage its staff and facilities growth
effectively will require it to continue to improve its operational, financial,
and other internal systems, and to train, motivate and manage its employees. If
the Company's management is unable to manage growth effectively and new
employees are unable to achieve anticipated performance levels, the Company's
results of operations could be adversely affected. Potential investors should
consider the risks, expenses and difficulties frequently encountered in
connection with the operation and development of a new and expanding business.
5
<PAGE>
Attraction and Retention of Employees
The Company's success will depend in large part upon its ability to
attract, retain and motivate highly skilled employees. Competition for
qualified sales, technical and other qualified personnel is intense, and there
can be no assurance that the Company will be able to attract, assimilate or
retain additional highly qualified employees in the future. Although the
Company expects to continue to attract sufficient numbers of highly qualified
employees for the foreseeable future, there can be no assurance that the Company
will be able to do so.
Competition
The markets for the Company's software are highly competitive. The
Company faces competition primarily from other system-level software companies
and in-house software development staff of current and prospective customers.
Certain of the companies with which the Company competes or may in the future
compete have substantially greater financial, marketing, sales and support
resources and may have more "brand-name" recognition than the Company. There
can be no assurance that the Company will be able either to develop software
comparable or superior to software offered by its competitors or to adapt to new
technologies, evolving industry standards and changes in customer requirements.
The Company believes that interdependencies may develop between
system-level software companies and their customers, leading to a "switching"
cost factor which competing system-level software companies must overcome in
order to replace an entrenched competitor. While SystemSoft believes this cost
factor may benefit it in its existing relationships with key participants in the
PC market, switching costs may make it more difficult for the Company to
displace or take market share from competitors, particularly in the desktop
market, where competitors may have strong relationships with certain PC
manufacturers.
The Company believes that, in the future, operating systems software
vendors could choose to enter the Company's primary markets as direct
competitors or incorporate enough features into their products so as to decrease
revenues from OEMs.
The Company's software to date has been primarily based on Intel and
Intel-compatible CPUs and Microsoft operating system software. If the market
for Intel and Intel-compatible CPUs is materially diminished, demand for the
Company's current software could be reduced. In addition, most of the Company's
software has been installed on computers using Microsoft's MS/DOS or Windows
operating systems. If Microsoft's operating systems cease to be the dominant
operating system for the PC industry, the Company could experience increased
costs for engineering and/or diminished revenues.
Dependence on Strategic Business and Customer Relationships
The Company believes that its success to date has been largely
dependent on the adoption of its software by key participants in the PC
industry, including Intel, IBM, Compaq, NEC, Packard Bell NEC, Digital, Toshiba,
Microsoft and Apple. These relationships have enabled the Company to learn
about new technological developments prior to their general release to the
computer industry. The loss of any of these strategic business and customer
relationships could adversely affect the Company's product development efforts,
its business and financial condition and its ability to realize its strategic
objective to be first to market.
6
<PAGE>
Dependence on Key Customers; Concentration of Credit Risk
In its fiscal year ended January 31, 1996, Compaq and Intel accounted
for approximately 13% and 10%, respectively, of the Company's total revenues.
The loss of any key customer and the inability of the Company to replace
revenues provided by a key customer could have a material adverse effect on the
Company's business and financial condition. The Company's customer base
consists principally of large OEMs in the PC market and as a result the Company
maintains individually significant receivable balances from major OEMs. If
these OEMs fail to meet their guaranteed minimum royalty payments and other
payment obligations, the Company's operating results could be adversely
affected.
International Revenues
International revenues are subject to a number of risks, including the
following: agreements may be difficult to enforce and receivables difficult to
collect through a foreign country's legal system; foreign customers may have
longer payment cycles; foreign countries could impose additional withholding
taxes or otherwise tax the Company's foreign income, impose tariffs or adopt
other restrictions on foreign trade; fluctuations in exchange rates could affect
product demand; U.S. export licenses may be difficult to obtain; and the
protection of intellectual property in foreign countries may be more difficult
to enforce.
The Company opened its first international subsidiary in Taiwan on
March 1, 1995. The Company now licenses software to its customers in Taiwan in
U.S. dollars. The Company opened its first office in Japan in July of 1996 and
now licenses software to its customers in Japan in the local currency and, as
such, the results of its operations in Japan are subject to currency value
fluctuations.
Intellectual Property and Proprietary Rights
The Company's success depends in significant part on the development,
maintenance and protection of its intellectual property. The Company regards
its software as proprietary and attempts to protect it with a combination of
patent, copyright, trademark and trade secret laws, employee and third-party
nondisclosure agreements and other methods of protection. The Company has
applied for several U.S. patents and has filed several international patent
applications to protect its proprietary technology. The Company may apply for
additional patents in the future. However, there is no assurance that any of
these applications will issue as enforceable patents, or that the scope of any
patent granted will be sufficient to prevent third-parties from producing
competitive products. Moreover, despite these precautions, it may be possible
for unauthorized third-parties to copy the Company's software or to reverse
engineer or obtain and use information that the Company regards as proprietary.
The Company licenses its object and source code under written license
agreements. Certain provisions of such licenses, including provisions
protecting against unauthorized use, copying, transfer and disclosure of the
licensed programs, may be unenforceable under the laws of certain jurisdictions.
In addition, the laws of some foreign countries do not protect the Company's
proprietary rights to the same extent as do the laws of the United States.
There can be no assurance that the protections put in place by the Company will
be adequate.
Significant and protracted litigation may be necessary to protect the
Company's intellectual property rights, to determine the scope of the
proprietary rights of others or to defend against claims of infringement.
Moreover, although the Company is not currently involved in any litigation with
respect to intellectual property rights, there can be no assurance that third-
party claims alleging infringement will not be asserted against the Company in
the future. Such assertions could require the Company to discontinue the use of
certain software codes or processes, to cease the manufacture, use and sale of
infringing products, to incur significant litigation costs and expenses and to
develop non-infringing technology or to obtain licenses to the alleged
infringing technology. There can be no assurance that the Company would be able
to develop alternative technologies or to obtain such licenses or, if a license
were obtainable, that the terms would be commercially acceptable to the Company.
The Company's products are licensed to its personal computer
manufacturing customers on a "right to relicense" basis pursuant to the
Company's Master License Agreement or other appropriate contracts or documents.
Certain provisions of such licenses, including provisions protecting against
unauthorized use, copying, transfer and disclosure of the licensed software, may
be unenforceable under the laws of certain jurisdictions. In
7
<PAGE>
addition, the laws of some foreign countries do not protect the Company's
proprietary rights to the same extent as do the laws of the United States.
From time to time the Company is notified of claims by a third party
that a Company product, or the products of others which contain a Company
product, infringe the intellectual property rights of the third party.
Volatility of Stock Price
The trading price of the Company's Common Stock has been and could
continue to be subject to fluctuations in response to quarterly variations in
results of operations, announcements of technological innovations or new
products and services by the Company or its competitors, changes in financial
estimates by securities analysts, changes in management, and other events or
factors. In addition, the stock market has experienced volatility that has
particularly affected the market prices of equity securities of many high
technology companies and often that has been unrelated to the operating
performance of such companies. These broad market fluctuations may adversely
affect the market price of the Company's Common Stock.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding
beneficial ownership of the Shares as of December 19, 1996 and the number of
Shares which may be offered for the account of the Selling Stockholders or their
pledgees, donees, transferees, or other successors in interest from time to
time. See "Plan of Distribution."
<TABLE>
<CAPTION>
Shares Shares Shares
Beneficially To Be Sold Beneficially
Owned Prior In The Owned After
Selling Stockholder To Offering Offering(1) The Offering (1)
- ---------------------------------------- ------------ ------------- ----------------
<S> <C> <C> <C>
The Hill Partnership III(2) 431,835 431,835 *
Frontenac Venture V Limited Partnership(2) 435,283 435,283 *
STF II, L.P.(2) 181,781 181,781 *
Ameritech Development Corporation(2) 82,098 82,098 *
Crossover Fund II, L.P.(2) 92,059 92,059 *
Crossover Fund IIA, L.P.(2) 27,166 27,166 *
Omega Ventures II Cayman, L.P.(2) 28,766 28,766 *
Bayview Investors, Ltd.(2) 46,014 46,014 *
Intel Corporation(2)(3)(4) 2,004,292 94,454 *
Omega Ventures II, L.P.(2) 111,485 111,485 *
RS & Co. IV, L.P.(2) 157,375 157,375 *
Harry Newton(2) 3,521 3,521 *
Sea Island Ventures, LLC(2) 57,847 57,847 *
Phoenix Leasing Incorporated(2) 2,504 2,504 *
John Cullen(2) 12,580 12,580 *
Packard Bell NEC, Inc.(2)(3) 819,416 819,416 *
Davis, Richard A. (2) 67,387 67,387 *
Szczurek, Theresa M. 42,883 42,883 *
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Shares Shares Shares
Beneficially To Be Sold Beneficially
Owned Prior In The Owned After
Selling Stockholder To Offering Offering(1) The Offering (1)
- ---------------------------------------- ------------ ------------- ----------------
<S> <C> <C> <C>
Davis, James E. 12,252 12,252 *
Davoust, Paul 10,122 10,122 *
Newton, Norman 8,399 8,399 *
Fette, Charles J. 5,750 5,750 *
Witmore, Ronald K. 5,322 5,322 *
Tamm, Ulo 4,777 4,777 *
Seguin, William L. 4,700 4,700 *
Kohlbry, Thomas S., Jr. 4,519 4,519 *
Maxon, Rodney R. 4,105 4,105 *
Frick, Kenneth 3,726 3,726 *
Hosage, Daniel 2,892 2,892 *
Ancelin, David J. 2,630 2,630 *
Buchholz, Bradley 2,373 2,373 *
Winseck Jr., Michael M. 2,313 2,313 *
Smith, Rex C. 2,049 2,049 *
Washing, Thomas G. 1,735 1,735 *
Plastic Tooling Aids Development Corp. 1,605 1,605 *
Longfellow, Robert L. 1,390 1,390 *
Cohig & Co. Employees Retirement Plan 1,331 1,331 *
Sonnier, Gary 1,312 1,312 *
Schweitzer, Michael S. 1,305 1,305 *
Spagnuolo, Donald L. 1,520 1,520 *
Masoner, Lance and Vicki 1,288 1,288 *
Brittain, Anthony J. 1,242 1,242 *
Learoyd, Charles 1,193 1,193 *
Cleghorn, Donald E. 1,186 1,186 *
Tamm, Beth D. 1,156 1,156 *
Clarke, Lisa M. 1,156 1,156 *
- ---------
</TABLE>
(1) Share numbers are estimated, as the Selling Stockholders or their pledgees,
donees, transferees, or other successors in interest from time to time may
sell all or any part of the Shares pursuant to the offering; provided,
however, that certain Selling Stockholders (the "Major Stockholders")
agreed to restrict their sales of the Company's Common Stock to not more
than fifty percent (50%) of their shares of the Company's Common Stock in
any fiscal quarter.
(2) Defined as "Major Stockholders."
(3) Includes beneficial ownership of 750,000 shares of Common Stock pursuant to
the Warrant which is immediately exercisable and is not subject to the same
restrictions as applies to shares held by Major Stockholders. However under
the terms of the Warrant, the right to purchase 500,000 shares of Common
Stock otherwise purchaseable pursuant to the Warrant expires on December
12, 1998 and the right to purchase the remaining 250,000 shares of Common
Stock pursuant to the Warrant expires on December 12, 1999.
(4) Based solely on information contained in filings made with the Securities
and Exchange Commission pursuant to Section 13(d) or Section 13(g) of the
1934 Act or on other information available to the Company. Includes 94,454
shares issued in connection with the Radish Merger.
9
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Stockholders acting as principals for their own account through Volpe, Welty &
Company. The Company is responsible for the expenses incurred in connection with
the registration of the Shares. The Selling Stockholders will pay or assume
brokerage commissions or other charges and expenses incurred in the sale of the
Shares. In addition, SystemSoft has agreed to indemnify the Selling Stockholders
against certain liabilities, including liabilities under the Securities Act,
and, in the event that any offering is made by the Selling Stockholders through
underwriters, to agree to indemnify such underwriters for such liabilities.
The distribution of the Shares by the Selling Stockholders is not currently
subject to any underwriting agreement. The Shares covered by this Prospectus may
be sold by the Selling Stockholders or by pledgees, donees, transferees, or
other successors in interest from time to time. Such sales may be made 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. Such
sales may be effected in the over-the-counter market, on the National
Association of Securities Dealers Automated Quotation System, on the Nasdaq
National Market, or on any exchange on which the Shares may then be listed. The
Shares may be sold by one or more of the following: (a) one or more block trades
in which a broker or dealer so engaged will attempt to sell all or a portion of
the Shares held by the Selling Stockholders as agent but may position and resell
a portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (d) in negotiated
transactions; and (e) through other means. The Selling Stockholders are required
to effect such transactions by selling Shares to or through Volpe, Welty &
Company, and such broker-dealer will receive compensation in negotiated amounts
in the form of discounts, concessions, commissions or fees from the Selling
Stockholders and/or the purchasers of the Shares for whom such broker-dealer may
act as agent or to whom they sell as principal, or both (which compensation
might be in excess of customary commissions). Volpe, Welty & Company and the
Selling Stockholders may be deemed to be "underwriters" within the meaning of
the Securities Act, in connection with such sales, and any commissions received
by such broker-dealer may be deemed to be underwriting compensation.
Any securities covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act, may be sold under Rule 144 rather than
pursuant to this Prospectus.
The Selling Stockholders are not restricted as to the price or prices at
which they may sell their Shares. Sales of such Shares at less than the market
prices may depress the market price of the Company's Common Stock. During the
effective time of this Prospectus, certain Selling Stockholders (the "Major
Stockholders") have agreed to restrictions on resale during (i) the period
beginning on the first day after completion of the Company's fiscal quarters
until two (2) business days after release of earnings for such quarter by the
Company and (ii) a period not to exceed an aggregate of 90 days during any
twelve month period if notified by the Company of a potential material event
that could have a material effect on the Company's business and financial
condition. In addition, the Major Stockholders have agreed to restrict their
sales of the Company's Common Stock to not more than fifty (50%) of their shares
of the Company's Common Stock in any fiscal quarter. Otherwise, the Selling
Stockholders are not restricted as to the number of Shares which may be sold at
any one time, and it is possible that a significant number of Shares could be
sold at the same time.
Boston EquiServe, 150 Royall Street, Canton, Massachusetts 02021, is the
transfer agent for the Company's Common Stock.
LEGAL MATTERS
Certain legal matters with respect to the issuance of the Shares are being
passed upon for the Company by Testa, Hurwitz & Thibeault, LLP, High Street
Tower, 125 High Street, Boston, Massachusetts.
10
<PAGE>
EXPERTS
The consolidated financial statements and the financial statement schedule
of SystemSoft Corporation and subsidiaries appearing in the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1996 incorporated by
reference in this Prospectus have been incorporated herein in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
The audited historical financial statements of Radish Communications
Systems, Inc. as of December 31, 1995 and 1994 and the years then ended included
as Exhibit 99.1 of SystemSoft Corporation's Current Report on Form 8-K dated
December 19, 1996, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
11
<PAGE>
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations not contained in this Prospectus and,
if given or made, such information or representations 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 sell, any securities other than
the registered securities to which it relates, or an offer to or solicitation of
any person in any jurisdiction where such an offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create an implication that the information
contained herein is correct as of any time subsequent to the date hereof.
_____________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
-----
<S> <C>
Available Information.................. 2
Information Incorporated by Reference.. 2
Trademarks............................. 3
The Company............................ 3
Recent Developments.................... 4
Risk Factors........................... 5
Use of Proceeds........................ 8
Selling Stockholders................... 8
Plan of Distribution................... 10
Legal Matters.......................... 10
Experts................................ 11
</TABLE>
2,787,802 Shares
SYSTEMSOFT CORPORATION
Common Stock
____________________
PROSPECTUS
____________________
January __, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses payable in connection with the sale of the Common
Stock offered hereby are as follows:
<TABLE>
<S> <C>
Registration fee................... $15,108
NASDAQ/NMS Additional Listing Fee.. $17,500
Legal fees and expenses............ $15,000
Accounting fees and expenses....... $10,000
Printing Fees...................... $ 5,000
Total........................ $62,608
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware General Corporation Law (the "DGCL"), Article
9 of the Second Restated Certificate of Incorporation of the Company provides
that no director of the Company will be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, relating to prohibited dividends or distributions or
the repurchase or redemption of stock, or (iv) for any transaction from which
the director derives an improper personal benefit. In addition, Article 10 of
the Second Restated Certificate of Incorporation provides that any director or
officer who is made a party to any action or proceeding in connection with
services to the Company will be indemnified against expenses, judgments, fines
and amounts paid in settlement to the maximum extent permitted by the DGCL.
Finally, as permitted by the DGCL, the Company maintains insurance providing
indemnification for the directors and officers whether or not the Company would
have the power to indemnify them under the DGCL.
<TABLE>
<CAPTION>
ITEM 16. EXHIBITS.
<S> <C>
2.1 Agreement and Plan of Merger and Reorganization, dated as of December 12,
1996, by and among SystemSoft Corporation, Black Acquisition Corporation
and Radish Communications Systems, Inc. (filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K dated December 19, 1996 and
incorporated herein by reference)
2.2 Registration Rights Agreement dated as of December 12, 1996 by and among
SystemSoft Corporation and the stockholders listed on the signature page
thereto (filed as Exhibit 2.2 to the Company's Current Report on Form 8-K
dated December 19, 1996 and incorporated herein by reference)
2.3 Participation Agreement dated as of December 12, 1996 by and among
SystemSoft Corporation, Black Acquisition Corporation, Radish
Communications Systems, Inc. and certain securityholders of Radish
Communications Systems, Inc. listed on the signature pages thereto (filed
as Exhibit 2.3 to the Company's Current Report on Form 8-K dated December
19, 1996 and incorporated herein by reference)
2.4 Escrow Agreement dated as of December 12, 1996 among SystemSoft
Corporation, James Cowie and State Street Bank and Trust Company as
escrow agent only (filed as Exhibit 2.4 to the Company's Current Report
on Form 8-K dated December 19, 1996 and incorporated herein by reference)
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
4.1 Second Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Company's Form 10-Q for the quarter ended July 31,
1996 and incorporated herein by reference)
4.2 Certificate of Amendment to the Company's Second Restated Certificate of
Incorporation (filed as Exhibit 3.2 to the Company's Form 10-Q for the
quarter ended July 31, 1996 and incorporated herein by reference)
*5 Opinion of Testa, Hurwitz & Thibeault, LLP
*23.1 Consent of Coopers & Lybrand L.L.P.
*23.2 Consent of Price Waterhouse LLP
*23.3 Consent of Testa, Hurwitz & Thibeault, LLP (included in its opinion filed
as Exhibit 5)
*24 Power of Attorney (included as part of signature page to this
Registration Statement)
</TABLE>
_________
* Filed herewith
2
<PAGE>
ITEM 17. 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) ((S) 230.424(b) of
this chapter) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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;
(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.
(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 that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
3
<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 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 Natick, Massachusetts on January 3, 1997.
SYSTEMSOFT CORPORATION
By: /s/ Robert F. Angelo
--------------------
Robert F. Angelo
Chairman of the Board of Directors,
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of SystemSoft Corporation,
hereby severally constitute and appoint Robert F. Angelo and David P. Sommers,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-3 filed herewith, any
registration statement relating to this offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933 (a "Rule 462(b)
Registration Statement") and any and all pre-effective and post-effective
amendments to said Registration Statement on Form S-3 or Rule 462(b)
Registration Statement, and generally to do all such things in our names and on
our behalf in our capacities as officers and directors to enable SystemSoft
Corporation to comply with the provisions of the Securities Act of 1933 and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title(s) Date
- --------------------------- ----------------------------- -----------------
<S> <C> <C>
/s/ Robert F. Angelo Chairman of the Board of January 3, 1997
- --------------------------- Directors, President and
Robert F. Angelo Chief Executive Officer
(Principal Executive Officer)
/s/ David P. Sommers Vice President, Finance and January 3, 1997
- --------------------------- Chief Financial Officer
David P. Sommers (Principal Financial Officer
and Accounting Officer)
/s/ Robert N. Goldman Director January 3, 1997
- ---------------------------
Robert N. Goldman
/s/ W. Frank King, Ph.D. Director January 3, 1997
- ---------------------------
W. Frank King, Ph.D.
/s/ David J. McNeff Director January 3, 1997
- ---------------------------
David J. McNeff
</TABLE>
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page Number in
Exhibit sequentially
No. Document numbered copy
--- -------- ---------------
<C> <S> <C>
2.1 Agreement and Plan of Merger and Reorganization,
dated as of December 12, 1996, by and among
SystemSoft Corporation, Black Acquisition
Corporation and Radish Communications Systems,
Inc. (filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K dated December 19,
1996 and incorporated herein by reference)
2.2 Registration Rights Agreement dated as of
December 12, 1996 by and among SystemSoft
Corporation and the stockholders listed on the
signature page thereto (filed as Exhibit 2.2 to
the Company's Current Report on Form 8-K dated
December 19, 1996 and incorporated herein by
reference)
2.3 Participation Agreement dated as of December 12,
1996 by and among SystemSoft Corporation, Black
Acquisition Corporation, Radish Communications
Systems, Inc. and certain securityholders of
Radish Communications Systems, Inc. listed on
the signature pages thereto (filed as Exhibit 2.3
to the Company's Current Report on Form 8-K dated
December 19, 1996 and incorporated herein by
reference)
2.4 Escrow Agreement dated as of December 12, 1996 among
SystemSoft Corporation, James Cowie and State Street
Bank and Trust Company as escrow agent only (filed as
Exhibit 2.4 to the Company's Current Report on Form
8-K dated December 19, 1996 and incorporated herein by
reference)
4.1 Second Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 to the Company's
Form 10-Q for the quarter ended July 31, 1996 and
incorporated herein by reference)
4.2 Certificate of Amendment to the Company's Second
Restated Certificate of Incorporation (filed as
Exhibit 3.2 to the Company's Form 10-Q for the quarter
ended July 31, 1996 and incorporated herein by
reference)
*5 Opinion of Testa, Hurwitz & Thibeault, LLP
*23.1 Consent of Coopers & Lybrand L.L.P.
*23.2 Consent of Price Waterhouse LLP
*23.3 Consent of Testa, Hurwitz & Thibeault, LLP (included
in its opinion filed as Exhibit 5)
*24 Power of Attorney (included as part of signature page
to this Registration Statement)
</TABLE>
_________
* Filed herewith
<PAGE>
Exhibit 5
---------
January 3, 1997
SystemSoft Corporation
2 Vision Drive
Natick, Massachusetts 01760
Re: SystemSoft Corporation
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We are acting as counsel for SystemSoft Corporation, a Delaware
corporation (the "Company"), in connection with the registration on a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, for the offer and sale of up to 2,787,802
shares of Common Stock, par value $.01 per share, of the Company (the "Shares").
2,037,802 of the Shares are to be sold by certain former stockholders, listed as
stockholders under the heading "Selling Stockholders" in the Registration
Statement, of Radish Communications Systems, Inc. ("Radish") and were issued to
such former stockholders in connection with the Company's acquisition of Radish
on December 19, 1996; the remaining 750,000 of the Shares are issuable upon the
exercise of a Common Stock Purchase Warrant ("Warrant") which was issued by the
Company to one of the stockholders listed under the heading "Selling
Stockholders" in the Registration Statement.
We have reviewed the corporate proceedings taken by the Company with
respect to the authorization of the Shares and the Warrant. We have examined
such documents, records and matters of law as we have deemed necessary for this
opinion.
We are members only of the Bar of the Commonwealth of Massachusetts
and are not experts in, and express no opinion regarding, the laws of any
jurisdiction other than the Commonwealth of Massachusetts and the United States
of America, and the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that
any currently outstanding Shares are, and any Shares issuable upon future
exercise of the Warrant when issued in accordance with the terms of the Warrant
will be duly authorized, validly issued, fully paid and nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our firm in the Prospectus
contained in the Registration Statement under the caption "Legal Matters."
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
SystemSoft Corporation on Form S-3 of our reports dated February 29, 1996, on
our audits of the consolidated financial statements and financial statement
schedule of SystemSoft Corporation as of January 31, 1996 and 1995, and for the
years ended January 31, 1996, 1995, and 1994, which reports are included in the
Annual Report on Form 10-K of SystemSoft Corporation for the year ended January
31, 1996. We also consent to the reference to our firm under the caption
"Experts."
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 2, 1997
<PAGE>
Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Prospectus
constituting part of the Registration Statement on Form S-3 of SystemSoft
Corporation of our report dated March 8, 1996 on the financial statements of
Radish Communications Systems, Inc., which appears as Exhibit 99.1 of SystemSoft
Corporation's Current Report on Form 8-K dated December 19, 1996. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boulder, Colorado
December 31, 1996
