As filed with the Securities and Exchange Commission on November 20, 1998
Registration No. 333-62251
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-3
Registration Statement Under The Securities Act of 1933
CATALYST INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 39-1415889
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8989 North Deerwood Drive
Milwaukee, Wisconsin 53223
(414) 362-6800
(Address, including zip code, and telephone number, including ar
ea code, of registrant's principal executive offices)
Copies of all communications to:
Sean P. McGowan Mark T. Ehrmann
Catalyst International, Inc. Godfrey & Kahn, S.C.
8989 North Deerwood Drive 780 North Water Street
Milwaukee, Wisconsin 53223 Milwaukee, WI 53202
(414) 362-6800 (414) 273-3500
(Address, including zip code,
and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to
the public: As soon as practicable after the effective
date of this Registration Statement.
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 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, 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(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. [ ]
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
Commission, acting pursuant to said Section 8(a), may
determine.
<PAGE>
PROSPECTUS
143,342 Shares
Catalyst International, Inc.
Common Stock
This Prospectus relates to up to 143,342 shares of
common stock, $.10 par value per share (the "Shares"),
of Catalyst International, Inc. (the "Company") which
may be offered from time to time by the selling
stockholders named herein (the "Selling Stockholders").
The Company will not receive any of the proceeds from
the sale of the Shares. The Company will bear the
costs relating to the registration of the Shares,
estimated to be approximately $16,175.
The Shares may be offered for sale from time to
time by the Selling Stockholders named herein to or
through underwriters or directly to other purchasers or
through agents in one or more transactions on or
through the facilities of the Nasdaq National Market
("Nasdaq"), in the over-the-counter market, in one or
more private transactions, or in a combination of such
methods of sale, at prices and on terms then
prevailing, at prices related to such prices, or at
negotiated prices. A Selling Stockholder may pledge
all or a portion of the Shares owned by it as
collateral in loan transactions. Upon default by a
Selling Stockholder, the pledgee in such loan
transaction would have the same rights of sale as a
Selling Stockholder under this Prospectus. A Selling
Stockholder may also transfer Shares owned by such
Selling Stockholder by gift, and upon any such transfer
the donee would have the same rights of sale as such
Selling Stockholder under this Prospectus. The Selling
Stockholders and any brokers and dealers through whom
sales of the Shares are made may be deemed to be
"underwriters" within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"), and the
commissions or discounts and other compensation paid to
such persons may be regarded as underwriters'
compensation.
The Shares are included for quotation on the
Nasdaq under the symbol "CLYS". On November 19, 1998,
the last sale price of the Common Stock as reported on
the Nasdaq was $9.50 per share.
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.
The date of this Prospectus is November 20, 1998.
<PAGE>
TABLE OF CONTENTS
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 2
THE COMPANY 3
USE OF PROCEEDS 3
SELLING STOCKHOLDERS 3
PLAN OF DISTRIBUTION 4
LEGAL OPINION 5
EXPERTS 5
AVAILABLE INFORMATION 5
<PAGE>
Cautionary Note: This Prospectus, certain of the
documents incorporated herein by reference, and other
written materials, future filings, releases and oral
statements issued by or on behalf of the Company
contain certain forward-looking statements, including,
but not limited to, statements about the future
performance of the Company and the Company's plans,
objectives, expectations, or intentions. These
statements may be identified by the use of the words
"the Company expects," "the Company believes," or
similar language. These forward-looking statements are
based on management's assumptions and beliefs in light
of information currently available to it and are
subject to risks and uncertainties. The Company's
actual results may differ materially from those
projected, predicted or suggested in the forward-
looking statements and could adversely affect the
Company's share price. Factors which might cause such
differences to occur include, but are not limited to:
(i) heightened competition in the warehouse management
software and services industry, (ii) the Company's
dependence on a single product, the Catalystr Warehouse
Management System, (iii) technological changes which
make the Company's software products or services
obsolete, (iv) increasingly long sales cycles, (v)
changes in customer software requirements, (vi) the
factors mentioned under "Risk Factors" in the Company's
Registration Statement on Form SB-2 and (vii) other
factors identified from time to time in the Company's
periodic reports filed with the Commission.
<PAGE>
No person has been authorized to give any
information or to make on behalf of the Company any
representations, other than those contained in this
Prospectus, in connection with the offer made hereby,
and, if given or made, such other information or
representation 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 hereby, or an offer to sell or solicitation of
any offer to buy such securities in any jurisdiction in
which such offer or solicitation is not qualified or to
any person to whom such offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor
any sale made hereunder shall under any circumstances
create any implication that there has been no change in
the affairs of the Company since the date hereof or
that the information contained or incorporated by
reference herein is correct as of any date subsequent
to the date hereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with
the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are
incorporated in this Prospectus by reference:
(1) the Company's Annual Report on Form 10-
KSB for the year ended December 31, 1997;
(2) the Company's Quarterly Report on Form 10-
QSB for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998;
(3) the Company's Current Report on Form 8-K
dated August 10, 1998; and
(4) the description of the Company's Common
Stock contained in the Company's Registration
Statement on Form 8-A filed with the Commission on
October 4, 1995 pursuant to Section 12 of the
Exchange Act, including any amendment or report
filed for the purpose of updating such
description.
All reports and other documents subsequently filed
by the Company pursuant to Sections 13, 14 or 15(d) of
the Exchange Act and prior to the termination of the
offering of the Common Stock offered hereby shall be
deemed to be incorporated by reference into this
Prospectus and to be a part hereof. Such documents,
and the documents listed above, are hereinafter
referred to as "Incorporated Documents." Any statement
contained herein or in an Incorporated Document 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
Incorporated Document 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 information relating to the Company contained
in this Prospectus summarizes, is based upon, or refers
to, information and financial statements contained in
one or more Incorporated Documents; accordingly, such
information contained herein is qualified in its
entirety by reference to Incorporated Documents and
should be read in conjunction therewith.
The Company will provide without charge to each
person to whom a copy of this Prospectus has been
delivered, upon the written or oral request of any such
person, a copy of any or all of the Incorporated
Documents, other than exhibits to such documents
(unless such exhibits are specifically incorporated by
reference into such documents). Requests for such
copies should be directed to Investor Relations
Department, Catalyst International, Inc., 8989 North
Deerwood Drive, Milwaukee, Wisconsin 53223; telephone:
(414) 362-6800.
<PAGE>
THE COMPANY
The Company develops, markets and supports
advanced warehouse management software solutions. The
Company's primary product is the Catalystr Warehouse
Management System, a software application which manages
the receiving, putaway, outbound order processes,
picking and general warehouse operations. The Company
provides warehouse management software products and
support services to a wide variety of customers, none
of which individually comprises a significant portion
of revenues for the Company as a whole.
Additional information regarding the Company,
including the audited financial statements of the
Company and a description of the Company's Common
Stock, is contained in the Incorporated Documents. See
"Incorporation of Certain Documents by Reference."
The principal executive offices of the Company are
located at 8989 North Deerwood Drive, Milwaukee,
Wisconsin 53223; its telephone number at such address
is (414) 362-6800.
USE OF PROCEEDS
The Company will not receive any proceeds from the
sale of the Shares by the Selling Stockholders.
SELLING STOCKHOLDERS
The following information regarding the Common
Stock offered hereby has been provided to the Company
by the Selling Stockholders identified below and
reflects information concerning beneficial ownership of
Common Stock as of the date of this Prospectus. All of
the shares of Common Stock offered hereby were acquired
by the Selling Stockholders in connection with the
Company's acquisition of Kearney Systems, Inc., a
developer of warehouse management software.
Shares Owned
Name of Selling Prior Shares Offered
Stockholder to this Hereby(1)(2)
Offering(1)
Robert J. Kearney 66,506 66,506(3)(4)
Ted Noe 39,891 39,891(3)
G. Arthur Herbert, 13,858 13,858(3)
Trustee of the G.
Arthur Herbert
Revocable Trust
Dated 12/20/95
G.A. Herbert, 5,540 5,540(3)
Trustee, CEO
Advisors
Employee Profit-
Sharing Plan
John W. Boone, 5,540 5,540(3)
Trustee of the
John W. Boone
Inter-vivos
Trust
Constantine Pappas 4,986 4,986(3)
Jack A. Kirschenbaum 4,986 4,986(3)
<PAGE>
David Bothelho 299 299
P. Thomas Boroughs 220 220
John R. Simpson, Jr. 220 220
Jacqueline R. Griffin 220 220
William A. Grimm 220 220
Thomas F. Kerney 219 219
R. Lee Bennett 219 219
Daniel L. DeCubellis 219 219
Thor MacKenzie 199 199
(1) Certain of the Shares are subject to the Escrow
Agreement dated as of August 10, 1998 by and among
the Company, KSI Acquisition Corp., Kearney
Systems, Inc., Robert J. Kearney and Godfrey &
Kahn, S.C.
(2) Some or all of the Shares covered by this
Prospectus may be offered from time to time on a
delayed or continuing basis by a Selling
Stockholder.
(3) Shares subject to the Stock Sale Agreement dated
as of August 10, 1998 between the Company and
certain of the Selling Stockholders.
(4) Shares subject to the Robert J. Kearney
Indemnification and Stock Sale Agreement dated as
of August 10, 1998 among Robert J. Kearney, the
Company, KSI Acquisition Corp. and Kearney
Systems, Inc.
PLAN OF DISTRIBUTION
Any distribution of the Shares by certain of the
Selling Stockholders, or by their respective pledgees,
donees, transferees or other successors in interest
must be effected pursuant to the Stock Sale Agreement
dated as of August 10, 1998 between the Company and
certain of the Selling Stockholders (the "Agreement").
The Agreement provides that neither the Selling
Stockholders who are parties to the Agreement, nor
their respective pledgees, donees or transferees may
transfer Shares during the period beginning August 11,
1998 and ending August 10, 1999 (the "Term"), except
through certain brokers which currently make a market
in the Company's Common Stock (the "Brokers"). The
list of Brokers, which may be amended from time to time
by the Company, includes: Kaufman Bros., L.P.;
Robertson, Stephens & Company, L.P. (n/k/a Bancamerica
Robertson Stephens); and Cowen & Company (n/k/a SG Cowen
Securities Corp.). The purpose of the Agreement is to
minimize disruptions in the market for the Company's
Common Stock which may be caused by certain sales of
the Shares. The Company and the Selling Stockholders
believe that the Brokers, as market makers in the
Company's Common Stock, are in the best position to
execute transfers of the Shares in a manner which
minimizes the potential for any such disruptions. The
Brokers have not made any commitments to the Company or
the Selling Stockholders and may or may not agree to
sell Shares for a Selling Stockholder.
Any distribution of the Shares owned by Robert J.
Kearney ("Kearney"), or his family members, must also
be effected pursuant to the Robert J. Kearney
Indemnification and Stock Sale Agreement dated as of
August 10, 1998 among Kearney, the Company, KSI
Acquisition Corp. and Kearney Systems, Inc. (the "Lock-
Up Agreement"). The Lock-Up Agreement provides that
Kearney may not transfer more than (i) 25% of his
Shares from August 11, 1998 to August 10, 1999 and (ii)
37.5% of his Shares during each period from August 11,
1999 to August 10, 2000 and from August 11, 2000 to
August 10, 2001. Any transfers by Kearney must be made
through the Brokers.
<PAGE>
The Brokers may act as principal or agent in
transactions (which may involve crosses and block
transactions) on or through the facilities of the
Nasdaq, other exchanges, in the over-the-counter
market, in special offerings, or otherwise, at market
prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated
prices or at fixed prices.
A Selling Stockholder, those who are party to the
Agreement and any Brokers, upon effecting the sale of
the Shares, may be deemed "underwriters" as that term
is defined by the Securities Act. Brokers
participating in such transactions may receive
brokerage commissions or fees.
In order to comply with the securities laws of
certain states, if applicable, the Shares will be sold
in such jurisdictions only through registered or
licensed Brokers.
All expenses in connection with the registration
of the Shares were paid by the Company. Commissions
and fees, if any, attributable to the sale of the
Shares will be borne by the Selling Stockholders. The
Selling Stockholders and/or the Company may agree to
indemnify any Broker that participates in transactions
involving sales of the Shares against certain
liabilities, including liabilities arising under the
Securities Act.
During the Term and the term of the Lock-Up
Agreement, the Selling Stockholders and Kearney may
make certain transfers to family members, to one
specifically designated individual and pursuant to
certain transactions approved by the Company's
shareholders. Following the Term and the term of the
Lock-Up Agreement, the Selling Stockholders and Kearney
may sell the Shares in transactions that do not require
registration under the Securities Act, pursuant to Rule
144 under the Securities Act, or otherwise, in lieu of
sales by means of this Prospectus.
LEGAL OPINION
The validity of the Shares offered hereby has been
passed upon by Godfrey & Kahn, S.C.
EXPERTS
The consolidated financial statements of the
Company at December 31, 1997 and 1996, and for each of
the three years in the period ended December 31, 1997,
incorporated by reference in this Prospectus have been
audited by Ernst & Young LLP, independent auditors, as
set forth in their report, and are included herein in
reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.
AVAILABLE INFORMATION
The Company is subject to the information
requirements of the Exchange Act, and in accordance
therewith files reports, proxy and information
statements and other information with the Commission.
The Company has filed with the Commission a
Registration Statement under the Securities Act with
respect to the Common Stock offered hereby. This
Prospectus does not contain all the information set
forth in the Registration Statement and exhibits
thereto, or amendments thereto, to which reference is
hereby made. Such reports, proxy and information
statements, Registration Statement and exhibits and
other information filed by the Company may be inspected
and, upon payment of prescribed fees, copied at the
Public Reference Section of the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street N.W.,
Washington, D.C. 20549, and at the Regional Offices of
the Commission at 7 World Trade Center, 7th Floor, New
York, New York 10048, and at Suite 1400, Citicorp
Center, 500 West Madison Street, Chicago, Illinois
60661. In addition, copies of such materials may be
obtained from the web site that the Commission
maintains at http://www.sec.gov.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated
expenses to be incurred by the Company in connection
with the distribution of the securities being
registered hereby:
SEC registration fee $ 275
Accounting fees and expenses 4,400
Legal fees and expenses 10,000
Miscellaneous 1,500
TOTAL $16,175
All of the above expenses other than the SEC
registration fee are estimates. All of the expenses
listed will be paid by the Company.
Item 15. Indemnification of Directors and Officers.
Article VIII of the Amended and Restated By-laws
of the Registrant provides that the Registrant shall
indemnify and reimburse expenses of all directors,
officers, employees and agents of the Registrant to the
maximum extent permitted under Section 145 of the
Delaware General Corporation Law (the "DGCL") or any
successor provision thereto. Section 145 of the DGCL
provides, in summary, that directors and officers of
Delaware corporations such as the Registrant are
entitled, under certain circumstances, to be
indemnified against all expenses and liabilities
(including attorneys' fees) incurred by them as a
result of suits brought against them in their capacity
as a director or officer, if they acted in good faith
and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding,
if they had no reasonable cause to believe their
conduct was unlawful; provided, that no indemnification
may be made against expenses in respect of any claim,
issue or matter as to which they shall have been
adjudged to be liable to the corporation, unless and
only to the extent that the court in which such action
or suit was brought shall determine upon application
that despite the adjudication of liability but in view
of all the circumstances of the case, they are fairly
and reasonably entitled to indemnity for such expenses
which such court shall deem proper. Any such
indemnification may be made by the corporation only as
authorized in each specific case upon a determination
by stockholders or disinterested directors that
indemnification is proper because the indemnitee has
met the applicable standard of conduct.
Article VII of the Amended and Restated
Certificate of Incorporation of the Registrant
eliminates the personal liability of the directors of
the Registrant to the fullest extent permitted under
Section 102(b)(7) of the DGCL, as the same may be
amended or supplemented from time to time. Section
102(b)(7) of the DGCL provides that a corporation may
eliminate or limit the personal liability of a director
to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or
limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for liabilities arising
under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper
personal benefit. No such provision shall eliminate or
limit the liability of a director for any act or
omission occurring prior to the date when such
provision becomes effective.
The Company's officers and directors currently are
covered by officers' and directors' liability
insurance.
<PAGE>
Item 16. Exhibits.
The following Exhibits are filed as part of this
Registration Statement.
Exhibit No.
5.1 Opinion of Counsel*
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5.1)*
24.1 Powers of Attorney*
99.1 Stock Sale Agreement dated as of August
10, 1998 by and among certain of the
shareholders of Kearney Systems, Inc. and
Catalyst International, Inc.*
99.2 Robert J. Kearney Indemnification and
Stock Sale Agreement dated as of August 10,
1998 among Robert J. Kearney, Catalyst
International, Inc., KSI Acquisition Corp.
and Kearney Systems, Inc.*
99.3 Escrow Agreement dated as of August 10,
1998 by and among Catalyst International,
Inc., KSI Acquisition Corp., Kearney Systems,
Inc., Robert J. Kearney and Godfrey & Kahn,
S.C.*
_________
* Incorporated to the Registrant's
Registration Statement on Form S-3 filed
August 26, 1998.
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;
(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)(1)(i) and
(a)(1)(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 with
or furnished to the Commission 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 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
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.
<PAGE>
*(h) 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 public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
___________________
* Paragraph references correspond to those of Item 512
of Regulation S-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the
City of Milwaukee, State of Wisconsin, on November 20,
1998.
CATALYST INTERNATIONAL, INC.
By: /s/ Sean P. McGowan
--------------------------
Sean P. McGowan,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by
the following persons in the capacities on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Sean P. McGowan
- ---------------------- President, Chief Executive Officer November 20, 1998
Sean P. McGowan and Director (Principal Executive
Officer)
/s/ Thomas G. Hickinbotham
- --------------------------- Vice President-Finance & Administration November 20, 1998
Thomas G. Hickinbotham and Chief Financial Officer
(Principal Financial and Accounting
Officer)
Directors: Roy J. Carver, James F. Goughenour, Douglas B. Coder
and Terrence L. Mealy
By: /s/ Sean P. McGowan
- -------------------------- November 20, 1998
Sean P. McGowan, As Attorney-In-Fact*
</TABLE>
* Pursuant to authority granted by powers of attorney
which were previously filed.
<PAGE>
EXHIBIT INDEX
Exhibit No.
5.1 Opinion of Counsel*
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5.1)*
24.1 Powers of Attorney*
99.1 Stock Sale Agreement dated as of August
10, 1998 by and among certain of the
shareholders of Kearney Systems, Inc. and
Catalyst International, Inc.*
99.2 Robert J. Kearney Indemnification and
Stock Sale Agreement dated as of August 10,
1998 among Robert J. Kearney, Catalyst
International, Inc., KSI Acquisition Corp.
and Kearney Systems, Inc.*
99.3 Escrow Agreement dated as of August 10,
1998 by and among Catalyst International,
Inc., KSI Acquisition Corp., Kearney Systems,
Inc., Robert J. Kearney and Godfrey & Kahn,
S.C.*
_________
* Incorporated by reference to the Registrant's
Registration Statement on Form S-3 filed August
26, 1998.
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the
caption "Experts" in the Registration Statement (Form
S-3) and related Prospectus of Catalyst International,
Inc. for the registration of 143,342 shares of its
common stock and to the incorporation by reference
therein of our report dated January 24, 1998, with
respect to the consolidated financial statements of
Catalyst International, Inc. included in its Annual
Report (Form 10-KSB) for the year ended December 31,
1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Milwaukee, Wisconsin
November 18, 1998
