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As filed with the Securities and Exchange Commission on April 9, 1998
Registration No. 33--
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMPUTRON SOFTWARE, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 7372 13-2966911
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
301 Route 17 North, Rutherford, New Jersey 07070
(201) 935-3400
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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MICHAEL R. JORGENSEN
Executive Vice President and Chief Financial Officer
Computron Software, Inc.
301 Route 17 North, Rutherford, New Jersey 07070
(201) 935-3400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of Communications to:
Charles E. Dropkin, Esq.
Proskauer Rose LLP
1585 Broadway, New York, New York 10036-8299
(212) 969-3000
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest investment 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 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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Title of each class of Amount to be Offering Price Aggregate registration
Securities To Be Registered registered Per Share (3) Offering Price fee
Common Stock,
par value $.01 per share 4,039,063 shares(1)(2) $2.563 $10,352,119 $3,053.88
</TABLE>
1. Pursuant to Rule 416 of the Securities Act of 1933, as amended, this
Registration Statement also registers such additional indeterminate
number of shares of Common Stock as may be offered or issued to adjust
for any stock splits, stock dividends or similar transactions.
2. Such number of shares includes additional shares contingently issuable
to the Selling Stockholders under the Securities Purchase Agreement
(defined herein).
3. Based on the average high and low trading price on the American Stock
Exchange on April 6, 1998. Estimated pursuant to Rule 457 under the
Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee.
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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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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 April 9, 1998
COMPUTRON SOFTWARE, INC.
4,039,063 SHARES
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
This Prospectus relates to the public offering, which is not being underwritten,
of up to 4,039,063 shares (the "Shares") of common stock, par value $0.01 per
share (the "Common Stock") of Computron Software, Inc. (the "Company").
All of the 4,039,063 Shares may be sold by certain stockholders of the Company
or by pledgees, donees, transferees or other successors in interest that receive
such Shares as a gift, partnership distribution or other non-sale related
transfer (the "Selling Stockholders"). The sale of the Shares by the Selling
Stockholders may be effected from time to time in transactions (which may
include block transactions by or for the account of the Selling Stockholders) on
the American Stock Exchange in the over-the-counter market or in negotiated
transactions, through the writing of options on such Shares, short sales, a
combination of such methods of sale, or otherwise. Sales may be made at fixed
prices which may be changed, at market prices prevailing at the time of sale, or
at negotiated prices. The Company will not receive any proceeds from the sale of
Shares by the Selling Stockholders. See "Selling Stockholders" and "Plan of
Distribution."
SEE "RISK FACTORS" STARTING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS TO BE
CONSIDERED BY PROSPECTIVE INVESTORS.
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 April _, 1998.
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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") via EDGAR. The
reports, proxy statements and other information filed by the Company with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices at Room
3190, Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and Seven World Trade Center, 13th Floor, New York, New York
10048. Copies of such material may be obtained from the Public Reference Section
of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates or accessed electronically through
the Commission's home page on the World Wide Web at http://www.sec.gov. The
Common Stock of the Company is traded on the American Stock Exchange under the
symbol "CFW." Reports and other information concerning the Company may be
inspected at the offices of the American Stock Exchange, Inc., at 86 Trinity
Place, New York, NY 10006.
The Company has filed with the Commission, via EDGAR, a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act") with respect to the Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules filed as a part thereof,
as permitted by the Rules and Regulations of the Commission. For further
information with respect to the Company and the Common Stock, reference is
hereby made to such Registration Statement, including the exhibits and schedules
filed as a part thereof. Statements contained in this Prospectus as to the
contents of any contract or other document referred to herein are not
necessarily complete and where such contract or other document is an exhibit to
the Registration Statement, each such statement is qualified in all respects by
the provisions of such exhibit, to which reference is hereby made for a full
statement of the provisions thereof. The Registration Statement, including the
exhibits and schedules filed as a part thereof, may be inspected without charge
at the public reference facilities maintained by the Commission as set forth in
the preceding paragraph. Copies of these documents may be obtained at prescribed
rates from the Commission or accessed electronically through the Commission's
home page on the World Wide Web at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus and made a part hereof:
(i) Current Report on Form 8-K dated January 13, 1998.
(ii) Annual Report on Form 10-K for the fiscal year ended December
31, 1997.
(iii) The description of the Common Stock contained in its
registration statement on Form 8-A, filed with the Commission
on November 10, 1997, including any amendment or report filed
for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing
such documents. Any statement contained in a document 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 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, upon request, without charge to each
person to whom a copy of this Prospectus has been delivered, a copy of any or
all of the documents which have been or may be incorporated in this Prospectus
by reference, other than certain exhibits to such documents. Requests for such
copies should be directed to: Secretary, Computron Software, Inc., 301 Route 17
North, Rutherford, New Jersey 07070; (201) 935-3400.
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THE COMPANY
General
Computron Software, Inc. ("Computron" or the "Company") is a provider
of knowledge-based business and technology solutions with 20 years of
experience. Computron designs, markets, and supports n-tier, Internet-enabled
client/server-based financials, workflow, desktop document access and storage,
and maintenance and asset management software. Its solutions are designed to
protect software application investment through the use of true n-tier
architecture and a proven implementation certainty process. The Company's
current client/server solutions have been designed to be Year 2000 compliant and
provide customers with the ability to address both the structured and
unstructured data of their business, above and beyond traditional
transaction-oriented accounting. Computron also offers workflow-based modules,
Budget Cycle Management (BCM), Expense Cycle Management (ECM), and Procurement
Cycle Management (PCM) designed to seamlessly flow and manage an organization's
data and knowledge throughout a budget, expense, and/or procurement cycle.
The Company's product line consists of Computron(R) Financials,
Computron(R) Workflow, Computron(R) COOL(TM), and Computron(R) Yorvik(TM), and
is currently supported on a variety of UNIX-based platforms - Sun Microsystems,
Inc. (Sun), Hewlett-Packard Corporation (HP), International Business Machines
Corporation (IBM), Digital Equipment Corporation (Digital), as well as
Intel-based servers running Windows NT. The most current release of Computron
software, version 4.0 for the Computron Financials, Computron Workflow, and
Computron COOL solutions was recently released, and is available, in varying
degrees, in a number of languages including English, Bulgarian, French, Spanish,
Polish, German, and Japanese. The Company's products may be translated into
additional languages using supported language code pages with minimal reliance
on its development resources. Computron believes that Version 4.0 provides users
with enhanced features and improved functionality. In the future, the Company
expects to incorporate technology such as Electronic Data Interchange (EDI) into
its releases. The most recent release of Computron Yorvik software, Version
5.2.3, was released in March of 1998.
The Company's principal office is located at 301 Route 17 North,
Rutherford, New Jersey 07070, and its telephone and fax numbers are (201)
935-3400 and (201) 935-9453, respectively.
Recent Developments
On March 31, 1998, the Company entered into a $10,000,000 term and
revolving credit facility with Foothill Capital Corporation, an affiliate of
Norwest Bank Minnesota, National Association (Norwest). The facility is secured
by virtually all of the assets of the Company together with a pledge of 65% of
the stock of its foreign subsidiaries. The initial borrowing on March 31, 1998
was a term loan of $5,000,000 payable in thirty-six equal installments with an
interest rate of 1.5 percent above the base rate announced from time to time by
Norwest. Proceeds will be used for working capital and general corporate
purposes.
RISK FACTORS
History of Net Losses
The Company incurred net losses of $8.6 million for 1995, $31.8 million
for 1996, and $13.6 million for the year ended December 31, 1997. As of December
31, 1997, the Company had an accumulated deficit of $63.0 million. There can be
no assurance that the Company will be profitable in the future. The Company has
restated previously reported results for the years ended December 31, 1992,
1993, 1994 and 1995, including certain unaudited quarters therein and for each
of the three unaudited quarters ended September 30, 1996.
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Potential for Significant Fluctuations in Quarterly Operating Results;
Seasonality
The Company has experienced, and may in the future experience,
significant quarter to quarter fluctuations in revenues and results of
operations. Such fluctuations may result in volatility in the price of the
Company's Common Stock. Quarterly revenues and results of operations may
fluctuate as a result of a variety of factors, including the proportion of
revenues attributable to license fees versus services, the utilization of third
parties to perform services, the amount of revenue generated by resales of third
party software, changes in product mix, demand for the Company's products, the
size and timing of individual license transactions, the introduction of new
products and product enhancements by the Company or its competitors, changes in
customer budgets, competitive conditions in the industry and general economic
conditions. Further, the license of the Company's products generally involves a
significant commitment of capital by the customer and may be delayed due to
time-consuming authorization procedures within an organization. For these and
other reasons, the sales cycles for the Company's products are typically lengthy
and subject to a number of significant risks over which the Company has little
or no control, including customers' budgetary constraints and internal
authorization reviews. The Company has historically operated with little
backlog, since its products are generally shipped as orders are received. The
Company has historically recognized a substantial portion of its revenues in the
last month of a quarter, with these revenues frequently concentrated in the last
week of the quarter. License fees in any quarter are substantially dependent on
orders booked and shipped in the last month and last week of that quarter.
Delays in the timing of recognition of specific revenues may adversely and
disproportionately affect the Company's results of operations because a high
percentage of the Company's operating expenses are relatively fixed, planned
expenditures are based primarily on sales forecasts and only a small percentage
of the Company's operating expenses vary with its revenues. Accordingly, the
Company believes that period to period comparisons of results of operations are
not necessarily meaningful and should not be relied upon as an indication of
future results of operations. There can be no assurance that the Company will be
profitable in any future quarter.
The Company's business has experienced and is expected to continue to
experience significant seasonality, due in part to customer buying patterns.
These fluctuations are caused primarily by customer budgeting and purchasing
patterns, and by the Company's sales commission policies which generally
compensate sales personnel on the basis of quarterly and annual performance
quotas. The Company believes this pattern may continue in the future.
Due to the foregoing factors, the Company's operating results may be
below the expectations of public market analysts and investors, in some future
quarter . Such an event may have a material adverse effect on the price of the
Company's Common Stock.
Litigation
During 1996, the Company and certain of its current and former officers
and directors were named as defendants in six civil suits filed as class actions
on behalf of individuals claiming to have purchased Computron Common Stock
during the time period from August 24, 1995, through January 27, 1997. The suits
were filed in the United States District Court for the District of New Jersey
and have been consolidated by court order into one suit captioned In re
Computron Software, Inc. Securities Litigation, Master File No-96-1911 (AJL).
On March 6, 1998, the District Court issued a final order approving the
settlement of this class action securities litigation. The overall settlement
includes consideration totaling $15 million for the benefit of class members,
including $6 million of consideration from the Company, and payments from
certain of its present and former officers and directors, its former auditors,
and the insurance companies that provided Computron with directors and officers
liability insurance. In return for the payments by the insurance companies, the
settlement also resolves a separate lawsuit brought by the Company against the
insurance companies. As its share of the settlement, the Company paid $1 million
in cash, and will issue 1 million shares of Common Stock of the Company. The
Company recorded a charge to operations of $6 million during the quarter ended
September 30, 1997, reflecting the Company's share of the settlement costs,
excluding legal fees.
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The class members will receive a non-transferable right to resell the
stock received in the settlement to a business trust formed by the Company at a
price of $5.00 per share. The trust was capitalized by a contribution of $5
million by the Company in March 1998, which amount will be used to pay the
claims of any class members who receive stock in the settlement and exercise
their right to resell such stock to the trust according to the terms of the
Stipulation of Settlement. The resale right will expire at the end of the
exercise period, or earlier as to any shares issued in the settlement that are
sold by class members prior to the final day of the exercise period. The resale
right will also expire earlier than the exercise period if the closing price of
the Company's Common Stock is higher than $5.00 for 20 consecutive trading days.
Historically, the Company has been involved in other disputes and/or
litigation encountered in its normal course of business. The Company believes
that the ultimate outcome of these proceedings will not have a material adverse
effect on the Company's business, financial condition and results of operations
or cash flows.
Management Changes
The Company experienced significant turnover of executive management
during 1996 and early 1997. In February 1997, the Company added a number of key
officers, including its President and Chief Executive Officer and its Executive
Vice President and Chief Financial Officer, and later in 1997 added its Senior
Vice President of Operations and Senior Vice President of Sales and Marketing.
Failure to attract and maintain key management and employee personnel could have
material adverse effects on the quality of the Company's products, and the
Company's business and financial condition and results of operations.
Reporting, Operating and Control Environment
In response to the management letters discussed below and recent
operating results, the Company hired senior executives with significant
experience in the software industry during 1997, and improved the financial and
accounting processes, controls, reporting systems, and procedures, which
eliminated all material weaknesses.
Following the audits of the Company's consolidated financial statements
for 1994, 1995 and 1996, the Company received management letters from its former
independent public accountants, which enumerated material weaknesses in the
Company's financial and accounting processes, controls, reporting systems and
procedures. The Company's former independent public accountants highlighted the
Company's need for additional financial and accounting personnel with software
industry experience.
Intense Competition
The financial applications and business software market is intensely
competitive and rapidly changing. A number of companies offer products similar
to the Company's products and target the same customers as the Company. The
Company believes its ability to compete depends upon many factors within and
outside its control, including the timing and market acceptance of new products
and enhancements developed by the Company and its competitors, product
functionality, performance, price, reliability, customer service and support,
sales and marketing efforts and product distribution. The primary competition
for Computron Financials is the financial applications software offered by
Oracle Corporation, PeopleSoft, Inc. and SAP AG. The principal competitors for
the Company's Computron Workflow and Computron COOL software are Eastman Kodak
Company ("Kodak"), which acquired the software division of Wang Laboratories,
Inc. ("Wang"), and FileNet Corporation. The principal competitors for the
Company's Computron Yorvik(TM) software are Project Software Development, Inc.
(PSDI), Indus International, Inc. (Indus) and others. The Company has an
agreement with Kodak pursuant to which Kodak has the right to license Computron
COOL software to third parties under its own private label and modify such
software. Most of the Company's competitors are substantially larger than the
Company and have significantly greater financial, technical, and marketing
resources, and extensive direct and indirect channels of distribution. As a
result, they may be able to respond more quickly to new or emerging technologies
and changes in customer requirements, or to devote greater resources to the
development, promotion and sale of their products than the Company. The
Company's
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products also compete with products offered by other vendors, and with
proprietary software developed by third-party professional service organizations
and management information systems departments of potential customers. Due to
the relatively low barriers to entry in the software market, the Company expects
additional competition from other established and emerging companies as the
client/server applications software market continues to develop and expand. The
Company also expects that competition will increase as a result of software
industry consolidations. In addition, current and potential competitors have
established or may establish cooperative relationships among themselves or with
third parties to increase the ability of their products to address the needs of
the Company's prospective customers. Accordingly, it is possible that new
competitors or alliances among competitors may emerge and rapidly acquire
significant market share. Increased competition is likely to result in price
reductions, reduced gross margins and loss of market share, any of which would
have a material adverse effect on the Company's business, results of operations
and financial condition. There can be no assurance that the Company will be able
to compete successfully against current or future competitors or that
competitive pressures will not have a material adverse effect on the Company's
business, results of operations and financial condition.
Dependence on Principal Products
Substantially all of the Company's revenues are derived from the licensing of
Computron Financials, Computron Workflow, Computron COOL, Computron Yorvik and
fees from related services. These products and services are expected to continue
to account for substantially all of the Company's revenues for the foreseeable
future. Accordingly, the Company's future results of operations will depend, in
part, on achieving broader market acceptance of these products and services, as
well as the Company's ability to continue to enhance these products and services
to meet the evolving needs of its customers. A reduction in demand or increase
in competition in the market for financial applications or business software, or
decline in sales of such products and services, could have a material adverse
effect on the Company's business, results of operations and financial condition.
New Products and Rapid Technological Change; Risk of Product Defects,
Development Delays and Lack of Market Acceptance
The financial applications and business software market is
characterized by rapid technological change, changes in customer requirements,
frequent new product introductions and enhancements and emerging industry
standards. Such changes may or may not affect the Company's software
performance, customization, reporting functionality, or other business
objectives, and may or may not render the Company incapable of meeting future
customer software demands. The introduction of products embodying new
technologies and emergence of new industry standards can render existing
products obsolete and unmarketable. Accordingly, the life cycles of the
Company's products are difficult to estimate. The Company's future success will
depend in part upon its ability to enhance its current products and to develop
and introduce new products that respond to evolving customer requirements and
keep pace with technological development and emerging industry standards, such
as new operating systems, hardware platforms, interfaces and third party
applications software. There can be no assurance that the Company will be
successful in developing and marketing product enhancements or new products that
respond to technological change, changes in customer requirements, or emerging
industry standards, that the Company will not experience difficulties that could
delay or prevent the successful development, introduction and marketing of such
products and enhancements, or that any new products or enhancements that it may
introduce will achieve market acceptance. The inability of the Company, for
technological or other reasons, to develop and introduce new products or
enhancements in a timely manner in response to changing customer requirements,
technological change or emerging industry standards, would have a material
adverse effect on the Company's business, results of operations and financial
condition.
Software products as complex as those offered by the Company often
encounter development delays and may contain undetected errors or failures when
introduced or when new versions are released. Such delays, errors or failures
create a risk that the software will not meet its stated functionality and could
cause the Company's future operating results to fall short of the published
expectations of certain public market financial analysts. From time to time, the
Company ports its products to various new platforms, though no assurance can be
given concerning the successful development of the Company's
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software products on these additional platforms or the performance
characteristics of its applications. In addition, the Company and its products
and technologies rely upon third-party products from hardware vendors, software
vendors, RDBMS vendors, tools vendors, reporting products, etc. Such
dependencies may or may not affect the Company's ability in the future to
provide continued availability and/or support for all Computron products. The
Company has in the past experienced delays in the development of software by
third parties which software is being licensed to and implemented by customers
who are simultaneously licensing and implementing the Company's products. Those
delays have resulted in delays in the development and shipment of the Company's
products. There can be no assurance that, despite testing by the Company and by
current and potential customers, errors will not be found in new products or
enhancements after commencement of commercial shipments, or that the Company
will not experience development delays, resulting in loss of or delay in market
acceptance of a new product or enhancement, which could have a material adverse
effect on the Company's business, results of operations and financial condition.
Dependence on Proprietary Rights; Risks of Infringement
The Company's success is heavily dependent upon its proprietary
technology. The Company regards its software as proprietary, and relies
primarily on a combination of contractual provisions and trade secrets,
copyright and trademark law to protect its proprietary rights. The Company has
no patents or patent applications pending, and existing trade secrets and
copyright laws afford only limited protection. Despite the Company's efforts to
protect its proprietary rights, unauthorized parties may attempt to copy aspects
of the Company's products or to obtain and use information that the Company
regards as proprietary. Policing unauthorized use of the Company's products is
difficult, and while the Company is unable to determine the extent to which
piracy of its software products exists, software piracy can be expected to be a
persistent problem. The Company makes source code available to certain of its
customers which may increase the likelihood of misappropriation or other misuse
of the Company's software. 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 steps taken by the
Company to protect its proprietary rights will be adequate or that the Company's
competitors will not independently develop technologies that are substantially
equivalent or superior to the Company's technologies.
The Company has obtained a Federal registration for its trademark
"Computron", and its application for a Federal registration for its trademark
"Yorvik" is pending in the United States. In addition the Company has certain
U.S. common law rights, and rights under foreign laws in relation to its
trademarks, service marks and product names. Although the Company believes that
the trademarks and service marks it uses are distinct, there can be no assurance
that the Company will be able to register or protect such trademarks and service
marks.
The Company does not believe that any of its products, trademarks or
other proprietary rights infringe the proprietary rights of third parties.
However, there can be no assurance that third parties will not assert
infringement claims against the Company in the future with respect to current or
future products. As the number of software products in the industry increases
and the functionality of these products further overlap, the Company believes
that software developers may become increasingly subject to infringement claims.
Any such claims, with or without merit, can be time consuming and expensive to
defend, cause product shipment delays or require the Company to enter into
royalty or licensing agreements. Such royalty and license agreements, if
required, may not be available on terms acceptable to the Company, or at all,
which could have a material adverse effect on the Company's business, results of
operations and financial condition.
Security Risks
The Company's products provide security features designed to protect
its users' data from unauthorized retrieval or modification. Its built in
security features utilize the capabilities of its own applications, the client
operating system software, as well as the security features contained in the
RDBMS platforms on which the applications run. Computron's systems add
additional capabilities to those provided by the underlying security systems.
Though the Company is not aware of any violations of its application security
architecture within its installed base, and its security features are subject to
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constant review and enhancement, no assurances can be given concerning the
successful implementation of security features and their effectiveness within a
customer's operating environment. In the event of an actual security breach,
there may be a material adverse effect on the Company's business, results of
operations, and financial condition.
Risks Associated with International Operations
The Company derived approximately $14.2 million, $21.3 million and
$29.4 million or, 26.9%, 39.2% and 43.4% of its total revenues, from customers
outside of the United States in 1995, 1996, and 1997, respectively. The Company
expects that such revenues will continue to represent a significant percentage
of its total revenues in the future. The Company believes that its continued
growth and profitability will require expansion of its sales in international
markets. The Company intends to continue to expand its operations outside of the
United States and enter additional international markets, which will require
significant management attention and financial resources. There can be no
assurance, however, that the Company will be able to maintain or increase
international market demand for its products and services. Most of the Company's
international license fees and services revenue are denominated in foreign
currencies. Decreases in the value of foreign currencies relative to the U.S.
dollar could result in losses from foreign currency translations. The Company
does not currently hedge its foreign exchange exposure. With respect to the
Company's sales that are U.S. dollar-denominated, decreases in the value of
foreign currencies relative to the U.S. dollar could make the Company's products
less price competitive. Additional risks inherent in the Company's international
business activities generally include unexpected changes in regulatory
requirements, tariffs and other trade barriers, costs of localizing products for
foreign countries, lack of acceptance of localized products in foreign markets,
longer accounts receivable payment cycles, difficulties in managing
international operations, potentially adverse tax consequences, restrictions on
repatriation of earnings, reduced legal protection of the Company's intellectual
property, and the burdens of complying with a wide variety of foreign laws.
There can be no assurance that such factors will not have a material adverse
effect on the Company's future international revenues and, consequently, on the
Company's business, results of operations and financial condition.
Expansion of Indirect Channels
An integral part of the Company's strategy is to expand indirect
marketing channels using systems integrators and to increase the proportion of
the Company's customers licensed through such indirect channels. The Company is
currently investing, and intends to continue to invest, significant resources to
develop indirect marketing channels. There can be no assurance that the Company
will be able to attract and maintain relationships with systems integrators that
will be able to market the Company's products effectively and will be qualified
to provide timely and cost-effective customer support and service. The Company's
agreements with such third parties are generally not exclusive and many of those
third parties also market competitive products. In many cases, these agreements
may be terminated by either party at any time without cause. The inability to
attract and retain systems integrators could have a material adverse effect on
the Company's business, results of operations and financial condition.
8
<PAGE>
Reliance on Certain Relationships
The Company relies on relationships with a number of consultants,
systems integrators and software and hardware vendors to enhance its product
development and marketing and sales efforts, to implement the Company's software
products and to support its customers. These relationships, many of which are
not the subject of formal written agreements, provide marketing and sales leads
to the Company's direct sales force, assistance in the Company's product
development process and assistance in the service and implementation of the
Company's products. There can be no assurance that these companies, most of
which have significantly greater financial and marketing resources than the
Company, will not develop or market software products which compete with the
Company's products in the future or will not otherwise discontinue their
relationships with or support of the Company. The failure by the Company to
maintain its existing relationships, or to establish new relationships in the
future, because of a divergence of interests, acquisition of one or more of
these third parties or other reason, could have a material adverse effect on the
Company's business, product development, results of operations, and financial
condition.
The Company also licenses software from third parties which is
incorporated into its products. These licenses expire from time to time. In
addition, the Company generally does not have access to source code for the
software supplied by these third parties. Certain of these third parties are
small companies that do not have extensive financial and technical resources. If
any of these relationships were terminated or if any of these third parties were
to cease doing business or terminate the support of these products, the Company
may be forced to expend significant time and development resources to try to
replace the licensed software. Such an event would have a material adverse
effect upon the Company's business, results of operations and financial
condition.
Control by Existing Stockholders
The Company's executive officers, directors and affiliates together
beneficially own approximately 58% of the outstanding shares of Common Stock as
of March 6, 1998. As a result, these stockholders are able to exercise control
over matters requiring stockholder approval, including the election of
directors, and mergers, consolidations and sales of all or substantially all of
the assets of the Company. This may prevent or discourage tender offers for the
Company's Common Stock unless the terms are approved by such stockholders.
Reliance on Key Personnel
The Company's future success will depend to a significant extent upon a
number of key management and technical personnel. The loss of the services of
one or more key employees could have a material adverse effect on the Company's
business. The Company is a party to employment agreements with certain key
personnel. In addition, the Company is the beneficiary of key-person life
insurance on the lives of certain key personnel. The Company believes that its
future success will also depend in large part upon its ability to attract and
retain highly skilled technical, management, sales and marketing personnel.
Competition for such personnel is intense, and the services of qualified
personnel are difficult to obtain and replace. There can be no assurance that
the Company will be successful in attracting and retaining the personnel
necessary to develop, market, service and support its products and conduct its
operations successfully. The inability of the Company to attract, hire,
assimilate and retain such personnel, or to increase revenues at a rate
sufficient to absorb the resulting increased expenses, would have a material
adverse effect on the Company's business, results of operations and financial
condition.
Possible Volatility of Stock Price
The trading price of the Company's Common Stock has been, and, in the
future could be, subject to significant fluctuations in response to variations
in quarterly operating results, the gain or loss of significant contracts,
changes in earning estimates by analysts, announcements of technological
innovations or new products by the Company or its competitors, general
conditions in the software and computer industries and other events or factors.
In addition, the stock market in general has experienced extreme price and
volume fluctuations which have affected the market price from many companies in
industries similar or related to that of the Company and which have been
unrelated to the operating
9
<PAGE>
performance of such companies. These market fluctuations may adversely affect
the market price of the Company's Common Stock.
Anti-Takeover Effect of Certain Charter and By-Law Provisions and Delaware Law
The Company's Fourth Amended and Restated Certificate of Incorporation
authorizes the Board of Directors to issue, without stockholder approval,
5,000,000 shares of Preferred Stock with voting, conversion and other rights and
preferences that could materially and adversely affect the voting power or other
rights of the holders of Common Stock. Although the Company has no current plans
to issue any shares of Preferred Stock, the issuance of Preferred Stock or of
rights to purchase Preferred Stock could be used to discourage an unsolicited
acquisition proposal. In addition, the possible issuance of Preferred Stock
could discourage a proxy contest, make more difficult the acquisition of a
substantial block of the Company's Common Stock or limit the price that
investors might be willing to pay in the future for shares of the Company's
Common Stock. Certain provisions of the Company's by-laws and of Delaware law
applicable to the Company could delay or make more difficult a merger, tender
offer or proxy contest involving the Company.
Absence of Dividends
The Company has never paid or declared any cash dividends and does not
anticipate paying any cash dividends in the foreseeable future. The Company
currently intends to retain any future earnings for use in its business.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
by the Selling Stockholders. To the extent that any Selling Stockholder
exercises Warrants (as defined herein under "Selling Stockholders"), the $3.00
exercise price with respect to any such Warrants shall be paid to the Company.
SELLING STOCKHOLDERS
The Shares are to be offered by and for the respective accounts of the
Selling Stockholders. The table on the following page sets forth the name of
each Selling Stockholder, the number of Shares beneficially owned by each
Selling Stockholder as of April 9, 1998 (based on information supplied by the
Selling Stockholders to the Company), and the number of Shares which may be
offered for sale pursuant to this Prospectus by each such Selling Stockholder.
None of the Selling Stockholders has held any position, office or other material
relationship with the Company or any of its affiliates within the past three
years other than as a result of his or its beneficial ownership of Shares.
The Shares may be offered from time to time by the Selling Stockholders
named below. However, such Selling Stockholders are under no obligation to sell
all or any portion of such Shares, nor are the Selling Stockholders obligated to
sell any such Shares immediately under this Prospectus. Because the Selling
Stockholders may sell all or part of their Shares, no estimate can be given as
to the number of Shares that will be held by any Selling Stockholder upon
termination of any offering made hereby. See "Plan of Distribution."
On December 31, 1997, the Company completed an offer and sale of
2,937,500 Shares and 734,375 warrants, each warrant exercisable for one Share at
a price of $3.00, subject to adjustment, during the five years ending December
31, 2002 (the "Warrants"), for an aggregate purchase price of $5,875,000. The
offer and sale of 1,535,140 such Shares and 383,785 such Warrants was made by
the Company to three foreign institutional investors in reliance on the
exemption from the registration requirements of the Securities Act, pursuant to
Regulation S thereunder. The offer and sale of 1,402,360 such Shares and 350,590
such Warrants was made by the Company to seven domestic
10
<PAGE>
individuals and institutional investors in reliance on the exemption from the
registration requirements of the Securities Act, pursuant to Section 4(2) under
the Securities Act and Regulation D thereunder.
Pursuant to the terms of the related Securities Purchase Agreement
dated as of December 30, 1997, as amended (the "Securities Purchase Agreement")
entered into among the Company and the Selling Stockholders, the Company agreed
to use reasonable best efforts to file this Registration Statement with the SEC
covering the 2,937,500 Shares issued and the 734,375 Shares issuable upon
exercise of the Warrants (and, if applicable, covering additional shares issued
or issuable under the circumstances described below). The Securities Purchase
Agreement provides that, in the event (i) the Registration Statement, covering
the Shares and Shares issuable upon exercise of the Warrants issued pursuant to
the Securities Purchase Agreement is not declared effective by June 15, 1998, or
(ii) the Company fails to maintain in good standing until December 31, 1998 the
listing of the Common Stock on the American Stock Exchange, New York Stock
Exchange or the inclusion of the Common Stock in the Nasdaq National Market
system, then in each such case, the Company shall issue, at no additional cost,
to each of the Selling Stockholders additional Shares and Warrants equal to ten
percent (10%) of the amounts originally issued to the Selling Stockholders under
the Securities Purchase Agreement. In addition, in the event that the
Registration Statement is not declared effective by September 15, 1998, the
Company shall either (at the Company's election) (i) issue, at no additional
cost, to each of the Selling Stockholders who are original parties to the
Securities Purchase Agreement (the "Original Selling Stockholders") additional
Shares and Warrants equal to ten percent (10%) of the amounts originally issued
under the Securities Purchase Agreement and held by such Original Selling
Stockholder as of September 15, 1998 or (ii) pay to each Original Selling
Stockholder an amount in cash equal to $818,000 multiplied by the fraction
obtained by dividing (A) the number of Shares issued under the Securities
Purchase Agreement and held by such Original Selling Stockholder as of the date
of the Company's obligation to issue additional securities by (B) the total
number of Shares originally issued under the Securities Purchase Agreement (the
"Pro Rata Share"). Further, in the event that sales under the Registration
Statement are unavailable to the Selling Stockholders for any period in excess
of 75 consecutive days or 100 total days, during the period from the date of
effectiveness until December 31, 1999, for each 30 days or portion thereof in
excess of either of such amounts, whichever is greater, the Company shall either
(at the Company's election) (i) issue, at no additional cost, to each of the
Original Selling Stockholders additional Shares and Warrants equal to one
percent (1%) of the amounts originally issued under the Securities Purchase
Agreement and held by such Original Selling Stockholder as of the date of the
Company's obligation to issue additional securities or (ii) pay to each Original
Selling Stockholder an amount in cash equal to $81,800 multiplied by such
Original Selling Stockholder's Pro Rata Share. To the extent an Original Selling
Stockholder no longer holds Shares originally issued under the Securities
Purchase Agreement, the number of additional Shares or Warrants to be issued, or
the amount of any cash to be paid, by the Company under either of the prior two
sentences shall be proportionately reduced.
Pursuant to the terms of the Securities Purchase Agreement, the Company
and the Selling Stockholders have also agreed to certain indemnity and
contribution provisions between the Company and the Selling Stockholders against
certain liabilities arising under the securities laws. The Company has agreed to
bear certain expenses in connection with the registration of the Shares offered
hereby.
Subject to certain exceptions, whenever the Company proposes to
register any Common Stock under the Securities Act in connection with an
underwritten public offering of such Common Stock solely for cash, the Company
shall include in such registration the resale of the Shares and Shares issued
upon exercise of Warrants issued under the Securities Purchase Agreement to the
extent any such Shares have not been previously registered.
11
<PAGE>
<TABLE>
<CAPTION>
Name of Selling Stockholder Number of Shares Number of Shares Offered
Beneficially Owned(1) Hereby(2)
<S> <C> <C>
The Weber Family Trust dated 1/6/89 9,375 9,375(3)
RH Capital Associates Number One, L.P. 875,000 875,000(4)
Robert Horwitz 250,000 250,000(5)
Paul Savidis 37,500 37,500(6)
WPG Software Fund, L.P. 232,181 232,181(7)
WPG Institutional Software Fund, L.P. 161,394 161,394(8)
Sippl Macdonald Ventures II, L.P. 187,500 187,500(9)
Lion Investments Limited 625,000 625,000(10)
Westpool Investment Trust plc 1,250,000 1,250,000(11)
CA Capital Management Ltd. 43,925 43,925(12)
</TABLE>
(1) Such number of Shares does not include additional Shares contingently
issuable to the Selling Stockholders under the Securities Purchase
Agreement.
(2) Such number of Shares does not include additional Shares contingently
issuable to the Selling Stockholders under the Securities Purchase
Agreement.
(3) Number of Shares offered reflects 1,875 Shares issuable upon the
exercise of an equal number of Warrants and 7,500 Shares issued
pursuant to the Securities Purchase Agreement.
(4) Number of Shares offered reflects 175,000 Shares issuable upon the
exercise of an equal number of Warrants and 700,000 Shares issued
pursuant to the Securities Purchase Agreement.
(5) Number of Shares offered reflects 50,000 Shares issuable upon the
exercise of an equal number of Warrants and 200,000 Shares issued
pursuant to the Securities Purchase Agreement.
(6) Number of Shares offered reflects 7,500 Shares issuable upon the
exercise of an equal number of Warrants and 30,000 Shares issued
pursuant to the Securities Purchase Agreement.
(7) Number of Shares offered reflects 46,436 Shares issuable upon the
exercise of an equal number of Warrants and 185,745 Shares issued
pursuant to the Securities Purchase Agreement.
(8) Number of Shares offered reflects 32,279 Shares issuable upon the
exercise of an equal number of Warrants and 129,115 Shares issued
pursuant to the Securities Purchase Agreement.
(9) Number of Shares offered reflects 37,500 Shares issuable upon the
exercise of an equal number of Warrants and 150,000 Shares issued
pursuant to the Securities Purchase Agreement.
(10) Number of Shares offered reflects 125,000 Shares issuable upon the
exercise of an equal number of Warrants and 500,000 Shares issued
pursuant to the Securities Purchase Agreement.
(11) Number of Shares offered reflects 250,000 Shares issuable upon the
exercise of an equal number of Warrants and 1,000,000 Shares issued
pursuant to the Securities Purchase Agreement.
(12) Number of Shares offered reflects 8,785 Shares issuable upon the
exercise of an equal number of Warrants and 35,140 Shares issued
pursuant to the Securities Purchase Agreement.
12
<PAGE>
PLAN OF DISTRIBUTION
The sale of the Shares by the Selling Stockholders may be effected from
time to time in transactions (which may include block transactions by or for the
account of the Selling Stockholders) on the American Stock Exchange, in the
over-the-counter market or in negotiated transactions, through the writing of
options on such Shares (whether they be exchange listed options or otherwise),
short sales, a combination of such methods of sale, or otherwise. Sales may be
made at fixed prices which may be changed, at market prices prevailing at the
time of sale, or at negotiated prices.
Selling Stockholders may effect such transactions by selling their
Shares on the American Stock Exchange, directly to purchasers, through
broker-dealers acting as agents for the Selling Stockholders, or to
broker-dealers who may purchase Shares as principals and thereafter sell the
Shares from time to time in the over-the-counter market, in negotiated
transactions, or otherwise. Such broker-dealers, if any, may receive
compensation in the form of discounts, concessions, or commissions from the
Selling Stockholders and/or the purchasers for whom such broker-dealers may act
as agents or to whom they may sell as principals or both (which compensation as
to a particular broker-dealer may be in excess of customary commissions).
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 or dealers.
The Selling Stockholders and broker-dealers, if any, acting in
connection with such sale might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act and any commission received by
them and any profit on the resale of such Shares might be deemed to be
underwriting discounts and commissions under the Securities Act. Neither the
Company nor any Selling Stockholder can presently estimate the amount of such
compensation. The Company knows of no existing arrangements between any Selling
Stockholder, any other stockholder, broker, dealer, underwriter or agent
relating to the sale or distribution of the Shares.
Each Selling Stockholder will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, including, without
limitation, Regulation M, which provisions may limit the timing of purchases and
sales of shares of the Company's Common Stock by the Selling Stockholders.
The Company will pay substantially all of the expenses incident to the
registration, offering and sale of the Shares to the public other than
commissions or discounts of underwriters, broker-dealers or agents. The Company
has also agreed to indemnify certain of the Selling Stockholders and certain
related persons against certain liabilities, including liabilities under the
Securities Act.
On December 31, 1997, the Company caused the Shares purchased pursuant
to the Securities Purchase Agreement and the Shares issuable upon exercise of
the Warrants (and certain additional Shares subject to conditional issuance
under the Securities Purchase Agreement), aggregating 4,039,063 Shares, to be
listed on the American Stock Exchange.
LEGAL MATTERS
The validity of the Shares being offered hereby has been passed upon
for the Company by Proskauer Rose LLP, New York, New York.
EXPERTS
The financial statements of Computron Software, Inc. incorporated by
reference in this Prospectus and in the Registration Statement have been audited
by Arthur Andersen, independent certified public accountants, as indicated in
their report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing.
13
<PAGE>
The consolidated financial statements and schedule of Computron
Software, Inc. and subsidiaries as of and for the year ended December 31, 1997,
have been incorporated by reference herein and in the registration statement in
reliance upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE 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 BUY ANY OF THE SECURITIES IN ANY JURISDICTION WHERE, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE DELIVERY
OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO ITS DATE.
4,039,063 SHARES
COMPUTRON SOFTWARE, INC.
COMMON STOCK
PROSPECTUS
April _, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.(1)
An estimate of the fees and expenses of issuance and distribution
(other than discounts and commissions) of the Common Stock offered hereby (all
of which will be paid by the Company) is as follows:
<TABLE>
<S> <C>
SEC registration fee............................ $ 3,053.88
Printing expenses............................... 2,500.00
Legal fees and expenses......................... 7,000.00
Accounting fees and expenses.................... 9,000.00
Miscellaneous expenses.......................... 446.12
Total.................................. $ 22,000.00
-----------
-----------
</TABLE>
- ---------------
(1) The amounts set forth in this Item 14, except for the SEC registration
fee are estimated.
Item 15. Indemnification of Directors and Officers.
The General Corporation Law of the State of Delaware ("DGCL")
permits the Company and its stockholders to limit directors' exposure to
liability for certain breaches of the directors' fiduciary duty, either in a
suit on behalf of the Company or in an action by stockholders of the Company.
The Certificate of Incorporation of the Company (the "Charter")
eliminates the personal liability of directors to stockholders or the Company
for monetary damages arising out of the directors' breach of their fiduciary
duty of care. The Charter also authorizes the Company to indemnify its
directors, officers or employees with respect to certain costs, expenses, and
amounts incurred in connection with an action, suit, or proceeding by reason
of the fact that such person was serving as a director, officer or employee
of the Company or was serving at the request of the Company as a director,
officer, employee, partner or agent of another entity. The Charter permits
the Company to indemnify its officers, directors and employees to the fullest
extent possible under the DGCL.
The Company maintains a standard form of officers' and directors'
liability insurance policy which provides coverage to the officers and
directors of the Company for certain liabilities, including certain
liabilities which may arise out of this Registration Statement.
II-1
<PAGE>
Item 16. Exhibits.
The exhibits listed in the Exhibit Index as filed as part of this Registration
Statement.
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
5.1 -- Opinion of Proskauer Rose LLP.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Proskauer Rose LLP (incorporated by reference to
Exhibit 5.1).
24 -- Power of Attorney - Reference is made to page II-4 of this
Registration Statement.
</TABLE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act; (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) (Section 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; and (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 (i)
and (ii) do not apply if the Registration Statement is on Form S-3 or
Form S-8, and the information required to be included in a
post-effective amendment by (i) and (ii) 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 Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company, the Company 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 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person or entity whose
signature appears below constitutes and appoints John A. Rade and Michael R.
Jorgensen, and each of them, its true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for it and in its name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement on Form S-3 and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as it
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, 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 Rutherford, State of New Jersey on April 9, 1998.
COMPUTRON SOFTWARE, INC.
By: /s/ Michael R. Jorgensen
------------------------
Michael R. Jorgensen
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial & Accounting Officer)
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the persons whose signatures appear below, which
persons have signed such Registration Statement in the capacities indicated:
<TABLE>
<CAPTION>
Signature Title(s)
--------- -------
<S> <C>
/s/ ELIAS TYPALDOS Chairman of the Board, Senior Vice President
- -------------------------------------
(Elias Typaldos) Research and Development
/s/ JOHN A. RADE Chief Executive Officer, President and
- -------------------------------------
(John A. Rade) Director (Principal Executive Officer)
/s/ MICHAEL R. JORGENSEN Executive Vice President, Chief Financial Officer
- -------------------------------------
(Michael R. Jorgensen) and Treasurer (Principal Financial & Accounting
Officer)
/s/ GENNARO VENDOME Vice President and Director, Eastern Region
- -------------------------------------
(Gennaro Vendome)
/s/ MICHEL BERTY Director
- -------------------------------------
(Michel Berty)
/s/ GREGORY KOPCHINSKY Director
- -------------------------------------
(Gregory Kopchinsky)
/s/ ROBERT MIGLIORINO Director
- -------------------------------------
(Robert Migliorino)
/s/ WILLIAM E. VOGEL Director
- -------------------------------------
(William E. Vogel)
II-4
<PAGE>
/s/ EDWIN T. BRONDO Director
- -------------------------------------
(Edwin T. Brondo)
</TABLE>
INDEX TO EXHIBITS
5.1 -- Opinion of Proskauer Rose LLP.
23.1 -- Consent of KPMG Peat Marwick LLP.
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Proskauer Rose LLP (incorporated by reference to
Exhibit 5.1)
24 -- Power of Attorney - Reference is made to page II-4 of this
Registration Statement
II-5
<PAGE>
EXHIBIT 5.1
April 9, 1998
Computron Software, Inc.
301 Route 17 North
Rutherford, New Jersey 07070
Dear Sirs:
We are acting as counsel to Computron Software, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-3 with
exhibits thereto (the "Registration Statement") filed by the Company under the
Securities Act of 1933 (the "Act"), relating to the registration of 4,039,063
shares (the "Shares") of Common Stock, par value $.01 per share, of the Company.
Terms not defined herein shall have the meaning ascribed thereto in the
Registration Statement.
As such counsel, we have participated in the preparation of the Registration
Statement and have reviewed the corporate proceedings in connection with the
prospective issuance of the Shares. We 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, and have made such investigations of law, and have discussed with
representatives of the Company and such other persons such questions of fact, as
we have deemed proper and necessary as a basis for the rendering of this
opinion.
Based upon, and subject to, the foregoing, we are of the opinion that the Shares
previously issued are duly authorized, validly issued, fully paid, and
non-assessable, that any Shares issuable upon exercise of the Warrants, to the
extent so issued in accordance with their terms, including the payment by the
holder of the Warrants of the exercise price therefor and assuming no change in
the applicable law or facts, will be validly issued, fully paid and
non-assessable, and that any Shares contingently issuable under the Securities
Purchase Agreement, to the extent so issued in accordance with the terms of the
Securities Purchase Agreement, will be 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 5.1 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
Act, or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Proskauer Rose LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' 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 for 1997 of Computron Software, Inc. and subsidiaries as of and
for the year ended December 31, 1997, which reports appear in the December 31,
1997 Annual Report on Form 10-K of Computron Software, Inc., incorporated herein
by reference and to the reference to our firm under the heading "Experts" in the
prospectus.
KPMG Peat Marwick LLP
Short Hills, New Jersey
April 7, 1998
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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
April 7, 1998
