Post-effective Amendment to an S-8 Filing (s-8 Pos)
29 Juni 2015 - 11:24PM
Edgar (US Regulatory)
As filed with the
Securities and Exchange Commission on June 29, 2015
Registration File No. 333-02567 |
Registration File No. 333-44119 |
Registration File No. 333-86616 |
Registration File No. 333-141470 |
Registration File No. 333-146393 |
|
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
_______________
Post-Effective Amendment
No. 1 to Form S-8 Registration No. 333-02567
Post-Effective Amendment No. 1
to Form S-8 Registration No. 333-44119
Post-Effective Amendment No. 1 to Form
S-8 Registration No. 333-86616
Post-Effective Amendment No. 1 to Form S-8
Registration No. 333-141470
Post-Effective Amendment No. 1 to Form S-8
Registration No. 333-146393
UNDER
THE SECURITIES ACT OF
1933
_______________
Cover-All Technologies
Inc.
(Exact name of
Registrant as specified in its
charter)
_______________
Delaware |
13-2698053 |
(State or other jurisdiction of |
(I.R.S. Employer |
incorporation or organization) |
Identification No.) |
_______________
412 Mt. Kemble
Avenue
Suite 110C
Morristown, New Jersey 07960
(973) 461-5200
(Address, including zip code, and telephone
number, including area code,
of Registrants principal executive
offices)
________________
Manish D. Shah
Chief
Executive Officer
412 Mt. Kemble Avenue
Suite 110C
Morristown, New Jersey 07960
(973) 461-5200
(Name, address,
including zip code, and telephone number, including area code, of agent for
service)
_______________
Copies to:
David E. Weiss,
Esq.
Epstein Becker & Green, P.C.
250 Park Avenue
New York, New York
10177
(212) 351-4500
_______________
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated
filer |
☐ |
|
Accelerated
filer |
☐ |
Non-accelerated
filer |
☐ |
|
Smaller reporting
company |
☒ |
(Do not check if a
smaller reporting company) |
|
|
DEREGISTRATION OF
SECURITIES
These Post-Effective Amendments relate to the
following registration statements of Cover-All Technologies Inc., a Delaware
corporation (the Company), on Form S-8 (collectively, the Registration
Statements):
|
1. |
Registration
Statement No. 333-02567, pertaining to the registration of up to 900,000
shares of the Companys common stock, par value $0.01 per share (Common
Stock), under the Warner Insurance Services, Inc. 1995 Employee Stock
Option Plan and 1994 Stock Option Plan for Independent Directors, as
previously filed under the Companys former name, Warner Insurance
Services, Inc. with the U.S. Securities and
Exchange Commission (the Commission) on April 17, 1996; |
|
|
|
2. |
Registration
Statement No. 333-44119, pertaining to the registration of up to 1,400,000
shares of Common Stock, under the Companys 1995 Employee Stock Option
Plan (the 1995 Plan), as previously filed with the Commission on January
12, 1998; |
|
|
|
3. |
Registration
Statement No. 333-86616, pertaining to the registration of up to 3,000,000
shares of Common Stock, under the 1995 Plan, as amended, as previously
filed with the Commission on April 19, 2002; |
|
|
|
4. |
Registration
Statement No. 333-141470, pertaining to the registration of up to
5,000,000 shares of Common Stock, under the Companys Amended and Restated
2005 Stock Incentive Plan, as previously filed with the Commission on
March 21, 2007; and |
|
|
|
5. |
Registration
Statement No. 333-146393, pertaining to the registration of up to
1,000,000 shares of Common Stock, under the Companys 2007 Employee Stock
Purchase Plan, as previously filed with the Commission on September 28,
2007. |
The Company entered into an
Agreement and Plan of Merger (the Merger Agreement) with Majesco, a California
corporation (Majesco), dated December 14, 2014, as amended on February 18,
2015. On June 26, 2015, the Company merged with and into Majesco, pursuant to
the Merger Agreement, with the Companys separate corporate existence ceasing
and Majesco continuing as the surviving entity (the Merger).
As a result of the
completion of the Merger and the other transactions contemplated in the Merger
Agreement, the Company has terminated all offerings of securities pursuant to
the Registration Statements. In accordance with undertakings made by the Company
in the Registration Statements to remove from registration by means of a
post-effective amendment any of the securities which had been registered and
which remain unsold at the termination of the offering, the Company hereby
removes from registration all securities registered under the Registration
Statements that remain unsold, if any, as of the effective time of the Merger.
The Registration Statements are hereby amended, as appropriate, to reflect the
deregistration of such securities.
SIGNATURES
Pursuant to the
requirements of the Securities Act, the Registrant certifies it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused these Post-Effective Amendments to the Registration
Statements to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Morristown, State of New Jersey, on this 29th day of
June, 2015.
COVER-ALL TECHNOLOGIES INC. |
|
By: |
/s/ Manish D. Shah |
|
Manish D. Shah |
|
President and Chief Executive
Officer |
Pursuant to the
requirements of the Securities Act, these Post-Effective Amendments to the
Registration Statements have been signed by the following persons in the
capacities and on the dates indicated.
Name |
|
Title |
|
Date |
/s/ Manish D. Shah |
|
President and Chief Executive Officer |
|
June
29, 2015 |
Manish D. Shah |
|
(Principal Executive Officer) |
|
|
|
/s/ Ann F. Massey |
|
Chief Financial Officer, Controller and |
|
June
29, 2015 |
Ann
F. Massey |
|
Secretary (Principal Financial and |
|
|
|
|
Accounting Officer) |
|
|
|
/s/ Earl Gallegos |
|
Director, Chairman of the Board of |
|
June
29, 2015 |
Earl
Gallegos |
|
Directors |
|
|
|
/s/ Russell Cleveland |
|
Director |
|
June
29, 2015 |
Russell Cleveland |
|
|
|
|
|
/s/ Steve Isaac |
|
Director |
|
June
29, 2015 |
Steve Isaac |
|
|
|
|
|
/s/ Stephen M. Mulready |
|
Director |
|
June
29, 2015 |
Stephen M. Mulready |
|
|
|
|
(AMEX:COVR)
Historical Stock Chart
Von Aug 2024 bis Sep 2024
(AMEX:COVR)
Historical Stock Chart
Von Sep 2023 bis Sep 2024