<PAGE>
As filed with the Securities and Exchange Commission on August 10, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
COMPUTRON SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2966911
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
301 Route 17 North
Rutherford, New Jersey 07070
(Address of principal executive offices) (Zip Code)
1998 STOCK OPTION PLAN
(Full title of the Plan)
Paul Abel
Vice President, Secretary and General Counsel
301 Route 17 North, Rutherford, New Jersey 07070
(Name and address of agent for service)
(201) 935-3400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered(1) offering price aggregate offering registration
per share price fee
- -------------------------- -------------- ----------------- ------------------- ------------
<S> <C> <C> <C> <C>
Common Stock, par value $376.86
$.01 per share 1,460,000 shares $0.88 (2) $1,277,500 (2)
Common Stock, par value
$.01 per share 40,000 shares $1.63 (3) $65,200 (3) $ 19.23
TOTAL 1,500,000 shares $396.09
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Computron Software, Inc.
1998 Stock Option Plan, by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
the outstanding shares of Common Stock of Computron Software, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of
the high and low selling prices per share of Common Stock of Computron
Software, Inc. on August 5, 1998, as reported on the American Stock
Exchange.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $1.63 per
share with respect to options granted to purchase 40,000 shares of
Common Stock.
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Computron Software, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the
following documents previously filed with the Securities and Exchange
Commission ("SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.
(b) The Registrant's Current Report on Form 8-K, dated January
13, 1998.
(c) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1998.
(d) The Registrant's Registration Statement on Form 8-A
filed with the SEC on November 10, 1997, pursuant to
Section 12(b) of the Securities Exchange Act of 1934,
amended (the "1934 Act"), in which there is described
the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act
after the date of this Registration Statement and prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof 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 Registration
Statement to the extent that a statement contained herein or in any
subsequently filed document which also is 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 Registration
Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes
a court to award or a corporation's Board of Directors to grant
indemnification to directors and officers in terms sufficiently broad
to permit such indemnification under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising
under the Securities Act of 1933, as amended (the "1933 Act"). Article
Eight of the Registrant's Fourth Amended and Restated Certificate of
Incorporation provides for indemnification of its directors and
officers and permissible indemnification of employees and other agents
to the maximum extent permitted by the Delaware General Corporation
Law. In addition, Registrant has obtained liability insurance for its
officers and directors.
Item 7. Exemption from Registration Claimed
Not Applicable.
1
<PAGE>
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
4 Instruments Defining Rights of Stockholders. Reference
is made to Registrant's Registration on Form 8-A filed
with the SEC on November 10, 1997 which is incorporated
herein by reference pursuant to Item 3(c) of this
Registration Statement.
5 Opinion and consent of Proskauer Rose LLP.
23.1 Consent of KPMG Peat Marwick LLP - Independent Accountants.
23.2 Consent of Arthur Andersen LLP - Independent Accountants.
23.3 Consent of Proskauer Rose LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
</TABLE>
Item 9. 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 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act 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 and (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 Registrant's 1998
Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rutherford, State of New Jersey, on this 6 day
of August, 1998.
COMPUTRON SOFTWARE, INC.
By: MICHAEL R. JORGENSEN
-------------------------------------
Michael R. Jorgensen
Executive Vice President,
Chief Financial Officer and Treasurer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Computron Software,
Inc., a Delaware corporation, do hereby constitute and appoint Michael R.
Jorgensen, the lawful attorney-in-fact and agent with full power and authority
to do any and all acts and things and to execute any and all instruments which
said attorney and agent, determine may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted include the
power and authority to sign the names of the undersigned officers and directors
in the capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that said attorney and agent, shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
JOHN A. RADE President, Chief Executive Officer August 6, 1998
- ------------------------------------ (Principal Executive Officer) and Director
John A. Rade
MICHAEL R. JORGENSEN Executive Vice President, Chief Financial August 6, 1998
- -----------------------------------
Michael R. Jorgensen Officer and Treasurer
(Principal Financial and Accounting
Officer)
3
<PAGE>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
EDWIN T. BRONDO Director August 6, 1998
- -----------------------------------
Edwin T. Brondo
GREGORY KOPCHINSKY Director August 6, 1998
- -----------------------------------
Gregory Kopchinsky
ROBERT MIGLIORINO Director August 6, 1998
- -----------------------------------
Robert Migliorino
ELIAS TYPALDOS Director August 6, 1998
- -----------------------------------
Elias Typaldos
GENNARO VENDOME Director August 6, 1998
- -----------------------------------
Gennaro Vendome
WILLIAM E. VOGEL Director August 6, 1998
- -----------------------------------
William E. Vogel
</TABLE>
4
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- -------- -------
4 Instruments Defining Rights of Stockholders.
Reference is made to Registrant's Registration on
Form 8-A filed with the SEC on November 10, 1997
which is incorporated herein by reference
pursuant to Item 3(c) of this Registration
Statement.
5 Opinion and consent of Proskauer Rose LLP.
23.1 Consent of KPMG Peat Marwick LLP - Independent Accountants.
23.2 Consent of Arthur Andersen LLP - Independent Accountants.
23.3 Consent of Proskauer Rose LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
<PAGE>
EXHIBIT 5
Opinion and consent of Proskauer Rose LLP
August 6, 1998
The Board of Directors
Computron Software, Inc.
301 Route 17 North
Rutherford, NJ 07070
Ladies and Gentlemen:
We are acting as counsel to Computron Software, Inc., a Delaware corporation
(the "Company"), in connection with the registration statement on Form S-8 (the
"Registration Statement") filed by the Company under the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder, relating to
the registration of an additional 1,500,000 shares of the common stock, par
value $.01 per share, of the Company ("Common Stock"). The Common Stock is to be
issued by the Company upon the exercise of certain stock options and stock
appreciation rights granted pursuant to the Company's 1998 Stock Option Plan
(the "Plan").
As such counsel, we have participated in the preparation of the Registration
Statement and have reviewed the corporate minutes relating to the issuance of
the Common Stock pursuant to the Plan and have also examined and relied upon
originals or copies, certified or otherwise authenticated to our satisfaction,
of all such corporate records, documents, agreements and instruments relating to
the Company, and certificates of public officials and of representatives of the
Company.
Based upon, and subject to, the foregoing, we are of the opinion that the Common
Stock is duly authorized and, upon issuance of the Common Stock in accordance
with the terms of the Plan and the instruments of award or grant (including,
without limitation, payment of the exercise price thereof), will be, assuming no
change in the applicable law or pertinent facts, validly issued, fully paid and
non-assessable.
The foregoing opinion relates only to matters of the General Corporation Law of
the State of Delaware and does not purport to express any opinion on the laws of
any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving the foregoing consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Proskauer Rose LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors and Stockholders
Computron Software, Inc.:
We consent to the use of our reports dated January 30, 1998, except as to
note 6, which is as of March 6, 1998, on the consolidated financial
statements and related schedule of Computron Software, Inc. and
subsidiaries as of December 31, 1997 and for the year then ended, which reports
appear in the December 31, 1997 Annual Report on Form 10-K of Computron
Software, Inc., incorporated herein by reference.
KPMG Peat Marwick LLP
Short Hills, New Jersey
August 6, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated April 16, 1997
included in Computron Software, Inc.'s Form 10-K for the year ended
December 31, 1997 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Boston Massachusetts
August 6, 1998
