UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event
reported): |
March 19, 2015 (March 13,
2015) |
COVER-ALL TECHNOLOGIES INC. |
(Exact Name of Registrant as Specified in its
Charter) |
Delaware |
1-09228 |
13-2698053 |
|
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer Identification No.) |
of Incorporation) |
|
|
412 Mt. Kemble Avenue, Suite 110C, Morristown,
New Jersey 07960 |
(Address of Principal Executive
Offices) |
Registrant's telephone
number, including area code |
(973) 461-5200 |
N/A |
(Former Name or Former Address, if Changed Since Last
Report) |
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions:
[X] |
|
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
[ ] |
|
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
[ ] |
|
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] |
|
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01. Other Events.
On March 13, 2015,
Cover-All Technologies Inc. (the Company) issued a press release to provide an
update on the progress of the Companys previously announced merger with
Majesco. A copy of the Companys press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
This Current Report on Form
8-K includes certain statements that the Company believes are, or may be
considered to be, forward looking statements within the meaning of various
provisions of the Securities Act of 1933 and the Securities Exchange Act of
1934. These forward looking statements generally can be identified by statements
that include the phrases estimates, believes and expects or other similar
statements. All of these forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from
historical results or from those expressed or implied by the relevant
forward-looking statement.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated
March 13, 2015
[Signature on following
page.]
Signatures
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
COVER-ALL TECHNOLOGIES INC. |
|
|
By: |
/s/ Ann
Massey |
|
Ann Massey, Chief Financial
Officer |
Date: March 19,
2015
Index to Exhibits
Exhibit
No. |
|
Description |
|
Exhibit
99.1 |
|
Press Release, dated March 13,
2015. |
Exhibit 99.1
Cover-All Technologies
Inc. 412 Mt. Kemble Avenue, Suite
110C Morristown, NJ 07960 Tel: 973.461.5200 |
FOR IMMEDIATE
RELEASE |
CoverAll Majesco Merger Update
MORRISTOWN, NEW
JERSEY (March 13, 2015) Cover-All
Technologies Inc. (NYSE MKT: COVR) today provided an update of its previously
announced merger with Majesco.
Manish D. Shah, Cover-Alls President
and Chief Executive Officer, stated: I am pleased to announce that Cover-Alls
merger with Majesco continues to make progress. We have been informed by Majesco
that on March 5, 2015, Mastek Ltd received shareholders and creditors approval
to proceed with the demerger of the insurance business from Mastek and the
reorganization under Majesco. The final approval of Majescos demerger from
Mastek is expected to be completed by May 2015.
As previously announced, on February
19, 2015, Majesco filed a registration statement on Form S-4 with the U.S.
Securities and Exchange Commission (SEC), and that registration statement
includes a preliminary proxy statement of Cover-All and also constitutes a
preliminary prospectus of Majesco. The registration statement is currently being
reviewed by the SEC and once it becomes effective, a definitive proxy
statement/prospectus will be mailed to Cover-Alls stockholders to seek approval
for its merger with Majesco. Cover-All anticipates the registration statement
becoming effective by the end of April 2015 and the closing of the Merger by
June or July 2015, at which time Cover-All shareholders and equity awards
holders will own 16.5% of Majesco, and Majesco is expected to be publically
traded on the NYSE MKT.
FORWARD-LOOKING STATEMENTS
Certain statements in this
communication regarding the proposed merger of Cover-All with and into Majesco,
including any statements regarding the expected timetable for completing the
transaction, benefits and synergies of the transaction, future opportunities for
the combined company and products, and any other statements regarding Majescos
and Cover-Alls future expectations, beliefs, plans, objectives, financial
conditions, assumptions or future events or performance that are not historical
facts are forward-looking statements. These statements are often, but not
always, made through the use of words or phrases such as may, believe,
anticipate, could, should, intend, plan, will, aim(s), can,
would, expect(s), estimate(s), project(s), forecast(s), positioned,
approximately, potential, goal, pro forma, strategy, outlook and
similar expressions. All such forward-looking statements involve estimates and
assumptions that are subject to risks, uncertainties and other factors that
could cause actual results to differ materially from the results expressed or
implied in this communication. These statements are based on managements
current expectations and/or beliefs and assumptions that management considers
reasonable, which assumptions may or may not prove correct.
Among the key factors that could cause
actual results to differ materially from those expressed or implied in the
forward-looking statements are the following: (i) the expected timeframe for
completing the merger described herein (the Merger) and the transactions
contemplated thereby; (ii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement
described herein (the Merger Agreement); (iii) the risk that one or more of
the conditions to closing of the Merger may not be satisfied, including, without
limitation, the effectiveness of the registration statement to be filed with the
SEC, the approval of the Merger by Cover-Alls stockholders, the consummation of
the reorganization of Majesco or regulatory approvals necessary for such
reorganization or the listing of the combined companys common stock on the NYSE
MKT; (iv) the risk of disruptions to current plans and operations, increased
operating costs and the potential difficulties in maintaining customer,
supplier, employee, operational and strategic relationships as a result of the
announcement and consummation of the Merger or otherwise; (v) adverse results in
any legal proceedings that may be instituted against Cover-All, Majesco, their
respective affiliates or others following announcement of the Merger Agreement
and transactions contemplated thereby; (vi) the risk that unexpected costs will
be incurred in connection with the Merger; (vii) the risk that the projected
value creation and efficiencies from the Merger will not be realized, or will
not be realized within the anticipated time period; (viii) Majescos ability to
promptly, efficiently and effectively integrate Cover-Alls operations into those
of the combined company; (ix) the lack of a public market for shares of
Majescos common stock and the possibility that a market for such shares may not
develop; (x) working capital needs; (xi) continued compliance with government
regulations; (xii) labor practices; (xiii) the combined companys ability to
achieve increased market acceptance for its product and service offerings and
penetrate new markets; and (xiv) the possibility that Cover-All or Majesco may
be adversely affected by other economic, business and/or competitive factors,
including rapidly changing customer preferences and trends.
Additional information concerning these
and other factors can be found in Cover-Alls filings with the SEC, including
Cover-Alls most recent Annual Report on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K and in the Registration Statement on Form
S-4 filed by Majesco in connection with the proposed transaction. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. Majesco and Cover-All are under no obligation
to, and expressly disclaim any obligation to, update or alter any
forward-looking statements, whether as a result of new information, future
events, changes in assumptions or otherwise, except as required by applicable
law.
A registration statement on Form S-4
related to the proposed transaction has filed with the SEC, but it has not yet
become effective. The securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective.
Investors are urged to read the registration statement and other relevant
documents filed with the SEC when they become available.
ADDITIONAL INFORMATION AND WHERE YOU CAN
FIND IT
In connection with the proposed
transaction between Cover-All and Majesco, Cover-All and Majesco have filed and
intend to continue to file relevant materials with the SEC, including a
Registration Statement on Form S-4 that includes a preliminary proxy statement
of Cover-All and also constitutes a preliminary prospectus of Majesco. A
definitive proxy statement/prospectus will be mailed to Cover-Alls stockholders
when the registration statement has become effective. Majesco and Cover-All will
each also file other documents regarding the proposed transaction with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT COVER-ALL,
MAJESCO AND THE PROPOSED TRANSACTION. Investors and security holders will be
able to obtain free copies of the registration statement and the proxy
statement/prospectus (when they become available) and other documents filed with
the SEC (when they become available) by Majesco or Cover-All through the website
maintained by the SEC at http://www.sec.gov. Copies of the documents filed with
the SEC by Cover-All will be available free of charge on Cover-Alls website at
http://www.cover-all.com/ or by contacting Ann Massey, Chief Financial Officer,
Cover-All Technologies Inc., at 412 Mt. Kemble Avenue, Suite 110C, Morristown,
New Jersey 07960 or by e-mail at amassey@cover-all.com. Copies of documents
filed with the SEC by Majesco will also be available free of charge on Majescos
website at http://www.Majesco.com/ or by contacting Attn.: Lori Stanley, General
Counsel, Majesco, 5 Penn Plaza, 14th Floor, New York, NY 10001 or by e-mail at
lori.stanley@majesco.com.
Page 2 of 3
PARTICIPANTS IN SOLICITATION
This communication is not a
solicitation of a proxy from any investor or security holder. However, Cover-All,
Majesco, their respective directors and certain of their respective executive
officers may be deemed participants in the solicitation of proxies in connection
with the proposed transaction under the rules of the SEC. INFORMATION REGARDING
THE PARTICIPANTS IN THE PROXY SOLICITATIONS, INCLUDING COVER-ALLS AND MAJESCOS
DIRECTORS AND EXECUTIVE OFFICERS, AND A MORE COMPLETE DESCRIPTION OF THEIR
DIRECT AND INDIRECT INTERESTS IN THE PROPOSED TRANSACTION, BY SECURITY HOLDINGS
OR OTHERWISE, WILL BE CONTAINED IN THE PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT MATERIALS FILED BY COVER-ALL AND MAJESCO WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION. These documents can be obtained free of charge
from the respective sources indicated above.
NON-SOLICITATION
This communication does not constitute
an offer to sell or the solicitation of an offer to sell or the solicitation of
an offer to buy any securities of Majesco or Cover-All, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended (the Securities Act), or as otherwise permitted under
the Securities Act or the rules promulgated thereunder. This communication does
not constitute the solicitation of any vote or approval.
ABOUT COVER-ALL TECHNOLOGIES INC.
Cover-All provides property and
casualty insurance professionals a robust state-of-the-art, browser-based family
of Policy, Business Intelligence, and Claims solutions designed to deliver
products to market faster, enhance quality, ensure compliance, and reduce costs.
With offices in Morristown, NJ and Honolulu, HI, Cover-All continues its
tradition of developing technology solutions designed to revolutionize the way
property and casualty insurance business is conducted.
Additional information is available
online at www.cover-all.com.
Corporate Contact |
Investor & Media Contact |
Ann Massey |
SM Berger & Co |
Chief Financial Officer |
Andrew Berger |
(973) 461-5190 |
(216) 464-6400 |
amassey@cover-all.com |
andrew@smberger.com |
Page 3 of 3
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