<PAGE>
As filed with the Securities and Exchange Commission on April 9, 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)
1995 STOCK OPTION PLAN
(Full title of the Plan)
Michael R. Jorgensen
Executive Vice President and Chief Financial Officer
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
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<S> <C> <C> <C> <C>
Common Stock, par value 39,604 shares $2.563(2) $101,505 $29.95
$.01 per share
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Common Stock, par value 401,746 shares 1.00 (3) 118.52
$.01 per share 401,746 (3)
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Common Stock, par value 15,000 shares 1.75 (4) 7.74
$.01 per share 26,250 (4)
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1.63 (5)
Common Stock, par value 947,450 shares 455.58
$.01 per share 1,544,344 (5)
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Common Stock, par value 127,500 shares 1.88 (6) 70.71
$.01 per share 239,700 (6)
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Common Stock, par value 219,250 shares 1.44 (7) 93.14
$.01 per share 315,720 (7)
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Common Stock, par value 11,500 shares 1.41 (8) 4.78
$.01 per share 16,215 (8)
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</TABLE>
<PAGE>
<TABLE>
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 19,000 shares 3.12 (9) 17.49
$.01 per share 59,280 (9)
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Common Stock, par value 240,000 shares 2.50 (10) 177.00
$.01 per share 600,000 (10)
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Common Stock, par value 200,000 shares 3.62 (11) 213.58
$.01 per share 724,000 (11)
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Common Stock, par value 453,375 shares 3.13 (12) 418.62
$.01 per share 1,419,064 (12)
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Common Stock, par value 244,075 shares 2.38 (13)
$.01 per share 580,899 (13)
171.37
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Common Stock, par value 17,000 shares 2.75 (14)
$.01 per share 46,750 (14) 13.79
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Common Stock, par value 64,500 shares 2.68 (15) 50.99
$.01 per share 172,860 (15)
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TOTAL 3,000,000 shares $1,843.26
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</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Computron Software, Inc.
1995 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, based on a price per share of
$2.563 (the average of the high and low selling prices per share of the
Common Stock of Computron Software, Inc. on April 6, 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 $1.00 per
share with respect to options granted to purchase 401,746 shares of
Common Stock.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $1.75 per
share with respect to options granted to purchase 15,000 shares of
Common Stock.
(5) 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 947,450 shares of
Common Stock.
(6) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $1.88 per
share with respect to options granted to purchase 127,500 shares of
Common Stock.
(7) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $1.44 per
share with respect to options granted to purchase 219,250 shares of
Common Stock.
<PAGE>
(8) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $1.41 per
share with respect to options granted to purchase 11,500 shares of
Common Stock.
(9) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $3.12 per
share with respect to options granted to purchase 19,000 shares of
Common Stock.
(10) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $2.50 per
share with respect to options granted to purchase 240,000 shares of
Common Stock.
(11) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $3.62 per
share with respect to options granted to purchase 200,000 shares of
Common Stock.
(12) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $3.13 per
share with respect to options granted to purchase 453,375 shares of
Common Stock.
(13) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $2.38 per
share with respect to options granted to purchase 244,075 shares of
Common Stock.
(14) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $2.75 per
share with respect to options granted to purchase 17,000 shares of
Common Stock.
(15) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and based on an exercise price of $2.68 per
share with respect to options granted to purchase 64,500 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 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
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.
Item 7. Exemption from Registration Claimed
Not Applicable.
<PAGE>
Item 8. Exhibits
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 3 of this
Registration Statement.
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 1995
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.
<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 9th day
of April, 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 April 9, 1998
- ---------------------- (Principal Executive Officer) and Director
John A. Rade
MICHAEL R. JORGENSEN Executive Vice President, Chief Financial April 9, 1998
- ---------------------- Officer and Treasurer
Michael R. Jorgensen (Principal Financial and Accounting
Officer)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
MICHEL BERTY April 9, 1998
- ----------------------
Michel Berty Director
EDWIN T. BRONDO April 9, 1998
- ----------------------
Edwin T. Brondo Director
GREGORY KOPCHINSKY Director April 9, 1998
- ----------------------
Gregory Kopchinsky
ROBERT MIGLIORINO Director April 9, 1998
- ----------------------
Robert Migliorino
ELIAS TYPALDOS Director April 9, 1998
- ----------------------
Elias Typaldos
GENNARO VENDOME Director April 9, 1998
- ----------------------
Gennaro Vendome
WILLIAM E. VOGEL Director April 9, 1998
- ----------------------
William E. Vogel
</TABLE>
<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 3 of this
Registration Statement.
<PAGE>
EXHIBIT 5
Opinion and consent of Proskauer Rose LLP
April 9, 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 3,000,000 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 granted
pursuant to the Company's 1995 Stock Option Plan, as amended (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 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.
KPMG Peat Marwick LLP
Short Hills, New Jersey
April 7, 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
April 7, 1998
