<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 1996
REGISTRATION NO. 333-03594
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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4FRONT SOFTWARE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
COLORADO 7373 84-0675510
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
5650 GREENWOOD PLAZA BOULEVARD, SUITE 107
ENGLEWOOD, COLORADO 80111
(303) 721-7341
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
CRAIG KLEINMAN
SECRETARY
4FRONT SOFTWARE INTERNATIONAL, INC.
5650 GREENWOOD PLAZA BOULEVARD, SUITE 107
ENGLEWOOD, COLORADO 80111
(303) 721-7341
(Name, address, and telephone number of agent for service)
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COPIES OF COMMUNICATIONS TO:
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<S> <C>
HOWARD J. UNTERBERGER, Esq. PAUL JACOBS, Esq.
Miller & Holguin Fulbright & Jaworski L.L.P.
1801 Century Park East, Seventh Floor 666 Fifth Avenue
Los Angeles, California 90067 New York, New York 10103
(310) 556-1990 (212) 318-3000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
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If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. / /
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 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. /X/
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE (2) PRICE (1)(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, no par value..... 3,450,000 shares $5.75 $19,837,500 $6,840.52(3)
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(1) Includes 450,000 shares of Common Stock which the Underwriters have the
option to purchase from the Company to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee.
(3) Previously paid.
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment Number 2 to Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on June 9, 1996.
4FRONT SOFTWARE INTERNATIONAL, INC.
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<S> <C> <C> <C>
By: /s/ ANIL DOSHI By: /s/ PHILIP MENDONCA
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Anil Doshi Philip Mendonca
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE CHIEF FINANCIAL OFFICER
OFFICER AND DIRECTOR
Date: June 9, 1996 Date: June 9, 1996
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<C> <S> <C>
NAME POSITION DATE
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/s/ ANIL DOSHI
------------------------------------------- Chairman of the Board, Chief Executive June 9, 1996
Anil Doshi Officer and Director
/s/ MARK ELLIS
------------------------------------------- President, Chief Operating Officer and June 9, 1996
Mark Ellis Director
/s/ CRAIG KLEINMAN
------------------------------------------- Secretary and Director June 9, 1996
Craig Kleinman
/s/ KENNETH NEWELL
------------------------------------------- Director June 9, 1996
Kenneth Newell
/s/ ARTHUR KEITH ROSS
------------------------------------------- Director June 9, 1996
Arthur Keith Ross
/s/ BRIAN MURRAY
------------------------------------------- Director June 9, 1996
Brian Murray
</TABLE>
II-8
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION PAGE
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1.1 -- Form of Underwriting Agreement.(11)
3.1 -- Articles of Incorporation of the Company, as amended to date.(5)
3.2 -- Bylaws of the Company, as amended to date.(5)
3.3 -- Stock option plan dated July 27, 1989.(2)
4.1 -- Specimen Form of Stock Certificate for the Company's registered stock.(5)
4.2 -- Warrant Agreement by and between the Company and American Securities Transfer, Inc. dated
February 10, 1993, and Form of Warrant.(5)
4.4 -- 1995 Amendment to Warrant Agreement by and between the Company and American Securities
Transfer, Inc. dated February 10, 1993, and Form of Warrant.(6)
5.1 -- Opinion of Miller & Holguin as to certain securities law matters(11)
10.1 -- Indemnity Agreement between the Company and Craig Kleinman dated October 27, 1987.(1)
10.2 -- Schedule of Indemnity Agreements substantially identical to Exhibit 10.6.(1)
10.3 -- Share Sale Agreement Relating to K-2 Group Plc dated March 7, 1994 by and among Lex
Nominees International Limited and ORS, Peter Leith Wellings and 4Front Software
International, Inc.(4)
10.4 -- Form of Securities Purchase Agreement dated as of March 7, 1994, between each shareholder
and 4Front Software International, Inc.(4)
10.5 -- Form of Option to Purchase Shares in 4Front Software International, Inc. dated as of March
7, 1994 by and among 4Front Software International, Inc. and shareholders of K-2 Group.(4)
10.6 -- Agreement of Partnership of ActionTrac International, a California general partnership,
dated as of December 7, 1993.(5)
10.7 -- Option Agreement dated as of December 8, 1993 between the Company and ActionTrac, Inc., as
amended.(5)
10.8 -- License and Security Agreement dated as of December 7, 1993 between ActionTrac
International and ActionTrac, Inc.(5)
10.9 -- Limited Territory License and Security Agreement dated as of December 7, 1993 between the
Company and ActionTrac, Inc.(5)
10.10 -- Loan agreement with Midland Bank plc dated June 3, 1993.(5)
10.11 -- Form of Executive Pension Plan for the benefit of Anil Doshi.(5)
10.12 -- Form of Executive Pension Plan for the benefit of Mark Ellis.(5)
10.13 -- Form of Executive Officer Service Agreement (the Company).(5)
10.14 -- Agreement between the Company and La Jolla Securities Corporation dated December 15,
1993.(5)
10.15 -- Midland Bank Loan Agreement with K2 dated February 11, 1994.(5)
10.16 -- Midland Bank Overdraft and Forward Exchange Agreement with K2, Xanadu and Mitre dated
February 14, 1994.(5)
10.17 -- Lease Agreement dated September 7, 1988 for lease by K2 of premises at Unit 4, Colonial
Business Park, Colonial Way, Watford England, as amended.(5)
10.18 -- Lease Agreement dated April 28, 1992 for lease by K2 of premises at Units 5 and 6, Colonial
Business Park, Colonial Way, Watford England.(5)
10.19 -- Form of Executive Officer Service Agreement (K2).(5)
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<CAPTION>
EXHIBIT DESCRIPTION PAGE
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10.20 -- K2 Systems Group Pension Scheme effective March 6, 1991.(5)
<C> <C> <S> <C>
10.21 -- Form of Executive Pension Plan for the benefit of Ken Newell.(5)
10.22 -- Form of Amendment dated October 21, 1994 to Option to Purchase Shares in 4Front Software
International, Inc. dated as of March 7, 1994 by and among 4Front Software International,
Inc. and shareholders of K-2 Group.(6)
10.23 -- Facility Letter dated October 3, 1994 from Midland Bank Plc to K2 Group Plc.(6)
10.24 -- Facility Letter dated April 10, 1995 from Midland Bank Plc to K2 Group Plc.(6)
10.25 -- Warrant dated August 10, 1994 in favor of La Jolla Securities Corporation.(6)
10.26 -- Form of November 1, 1994 Option Agreement for Employees and Consultants.(6)
10.27 -- Share Sale Agreement Relating to DesignBase Properties Limited effective February 1, 1995
by and among 4Front Group Plc, Properties Holding Limited and Anthony Malpas.(6)
10.28 -- Share Sale Agreement Relating to CommsWare Limited effective February 1, 1995 by and among
4Front Group Plc, Properties Holding Limited and Anthony Malpas.(6)
10.29 -- Guarantee and Subordination Agreement dated April 24, 1995 between the Company, Anil Doshi
and Aliki Financial Corp.(6)
10.30 -- Share Sale Agreement Relating to CI Support Limited effective November 1, 1994 by and among
Burnaby Investments Limited and K2 Group plc.(6)
10.31 -- Share Sale Agreement Relating to CCG Holdings Limited dated May 11, 1995 by and among
Richard Ian Sharpe & ORS and the Company.(6)
10.32 -- Option to Purchase Shares in 4Front Software International, Inc. dated as of May 11, 1995
by and 4Front Software International, Inc. and Joel William Jervis.(6)
10.33 -- Service Agreement dated May 11, 1995 between the Company, CCG Holdings Ltd and Richard Ian
Sharpe.(6)
10.34 -- Service Agreement dated May 11, 1995 between the Company, CCG Holdings Ltd and Joel William
Jervis.(6)
10.35 -- Lease Agreement dated September 11, 1992 for lease by Compass of premises at Unit C,
Kennetside Industrial Estate, Bone Lane, Newbury Berkshire England.(6)
10.36 -- Lease Agreement dated September 11, 1992 for lease by Compass of premises at Unit C,
Kennetside Industrial Estate, Bone Lane, Newbury Berkshire England.(6)
10.37 -- Facility Letter dated May 25, 1994 from Barclays Bank Plc to Compass Computer Group
Limited.(6)
10.38 -- Facility Letter dated April 12, 1995 from Barclays Bank Plc to Compass Computer Group
Limited.(6)
10.39 -- Form of Employment Agreement effective as of November 1, 1995 between the Company and Anil
Doshi.(7)
10.40 -- Form of Employment Agreement effective as of November 1, 1995 between the Company and Mark
Ellis.(7)
10.41 -- Form of August, 1995 Option Agreement for Employees and Consultants.(7)
10.42 -- Share Sale Amendment Agreement dated December 13, 1995 between Richard Ian Sharpe & ORS,
the Company, Joel Jervis, CCG Holdings Limited and 4Front Group PLC.(7)
</TABLE>
<PAGE>
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EXHIBIT DESCRIPTION PAGE
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10.43 -- Put Option Agreement dated December 13, 1995 between Richard Ian Sharpe & ORS and the
Company.(7)
<C> <C> <S> <C>
10.44 -- Service Agreement dated December 13, 1995 between Richard Ian Sharpe and 4Front Group
PLC.(7)
10.45 -- Amendment to Option Agreement dated December 13, 1995 between Joel Jervis and the
Company.(7)
10.46 -- Form of 1996 Equity Incentive Plan (11)
10.47 -- Form of Amendment Number Two to Promissory Note.(11)
16.1 -- Letter from AJ. Robbins PC regarding change in certifying accountant.(8)
16.2 -- Letter from AJ. Robbins PC regarding change in certifying accountant.(9)
21.1 -- List of Subsidiaries.(10)
23.1 -- Consent of KPMG(11)
23.2 -- Consent of AJ. Robbins PC(11)
23.3 -- Consent of Miller & Holguin (included in Exhibit 5.1)
</TABLE>
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(1)Previously filed as Exhibits to the Company's Annual Report on Form 10-K for
the fiscal year ended October 31, 1987
(2)Previously filed as Exhibits to the Company's Annual Report on Form 10-K for
the fiscal year ended October 31, 1989.
(3)Previously filed as Exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended October 31, 1992.
(4)Previously filed as Exhibit to the Company's Report on Form 8-K dated March
7, 1994.
(5)Previously filed as Exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended January 31, 1994.
(6)Previously filed as Exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended January 31, 1995.
(7)Previously filed as Exhibit to the Company's Quarterly Report on Form 10-Q
for the fiscal period ended October 31, 1995.
(8)Previously filed as Exhibit to the Company's Report on Form 8-K dated
January 2, 1996.
(9) Previously filed as Exhibit to the Company's Report on Form 8-K dated
January 23, 1996.
(10) Previously filed as an Exhibit to the Company's Registration Statement
(file no. 333-03594).
(11) Filed herewith.
<PAGE>
EXHIBIT 5.1
[MILLER & HOLGUIN LETTERHEAD]
June 10, 1996
4Front Software International
5650 Greenwood Plaza Blvd., #107
Englewood, CO 80111
Re: Registration Statement on Form S-1
Registration No. 333-03594
---------------------------------------------
Ladies and Gentlemen:
Our opinion has been requested in connection with the above-referenced
registration statement (the "Registration Statement") filed with the Securities
and Exchange Commission by 4Front Software International, Inc., a Colorado
corporation (the "Company"). The Registration Statement relates to the issuance
of up to 3,450,000 shares of the Company's Common Stock (the "Shares").
We have examined such corporate records and other documents and have made
such examinations of law as we have deemed relevant. Based on and subject to the
above, it is our opinion that the Shares are duly authorized and, when issued
and sold as contemplated under the terms of the Registration Statement, will be
duly authorized, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference therein to our firm under the
caption "Legal Matters." In giving the foregoing consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ MILLER & HOLGUIN
MILLER & HOLGUIN
<PAGE>
EXHIBIT 10.47
AMENDMENT NUMBER TWO TO
PROMISSORY NOTE
This AMENDMENT TO PROMISSORY NOTE, effective as of May 29, 1996 is entered
into by and between Jayantilal Doshi (hereinafter referred to as "Holder"), and
4Front Software International, Inc., a Colorado corporation (hereinafter
referred to as the "Company"). The parties to this Amendment to Promissory Note
are hereinafter sometimes referred to collectively as the "Parties".
RECITALS:
WHEREAS, the Company has issued to Holder a Promissory Note dated June 14,
1995, as amended December 14, 1995 (the "Note"), in principal amount of
$980,000, with principal and accrued interest due and payable on or before the
first to occur of (i) June 14, 1996, or (ii) the consummation of a public
offering of the Company's common stock; and
WHEREAS, the Parties wish to amend the Note to provide for an extension of
the maturity date of the Note;
NOW THEREFORE, in consideration of the above recitals, which the Parties
hereby represent to be true, the promises and the mutual representations,
warranties, covenants and agreements herein contained, the Parties hereby agree
to amend the Note as follows:
1. EXTENSION OF DUE DATE. The Due Date under the Note is hereby extended
from the first to occur of (i) June 14, 1996, or (ii) the consummation of a
public offering of the Company's common stock until the first to occur of (i)
July 14, 1996, or (ii) the consummation of a public offering of the Company's
common stock.
2. EXISTING NOTE. Except as otherwise amended or modified herein or
hereby, the provisions of the Note are hereby reaffirmed and shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Promissory Note to be executed effective as of the day and year set forth below.
THE COMPANY HOLDER
4FRONT SOFTWARE INTERNATIONAL, INC.
By: By:
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Its: Jayantalil Doshi
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