-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PgPvLXdGKcJxB/HplRZZIf2BXbT2USBj/ImRlC0fNeQD7/3imYLUYLfD1bA6x0uK 44NM9oaaU+T81u2WvzRb9g== 0000914760-99-000179.txt : 19990901 0000914760-99-000179.hdr.sgml : 19990901 ACCESSION NUMBER: 0000914760-99-000179 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990831 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INPRISE CORP CENTRAL INDEX KEY: 0000853273 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942895440 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39448 FILM NUMBER: 99703912 BUSINESS ADDRESS: STREET 1: 100 ENTERPRISE WAY CITY: SCOTTS VALLEY STATE: CA ZIP: 95066-3249 BUSINESS PHONE: 4084311000 MAIL ADDRESS: STREET 1: 100 BORLAND WAY CITY: SCOTTS VALLEY STATE: CA ZIP: 95066 FORMER COMPANY: FORMER CONFORMED NAME: BORLAND INTERNATIONAL INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BORLAND INTERNATIONAL DELAWARE INC DATE OF NAME CHANGE: 19891011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANAGEMENT INSIGHTS INC CENTRAL INDEX KEY: 0001067443 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O KILGORE & KILGORE 3131 MCKINNEY AVE, STREET 2: SUITE 700, CITY: DALLAS STATE: TX ZIP: 75204-2471 MAIL ADDRESS: STREET 1: C/O KILGORE & KILGORE STREET 2: 3131 MCKINNEY AVENUE, SUITE 700 CITY: DALLAS STATE: TX ZIP: 75204-2471 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities and Exchange Act of 1934 INPRISE CORPORATION ------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 45766C102 --------- (CUSIP Number) Robert Coates 5501 LBJ Freeway, Ste 815 Dallas, Texas 75240 972-239-5065 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 27, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH ----------------------------------------------------------------------- RESPECT TO SECURITIES OF THE ISSUER ----------------------------------- On August 27, 1999, C. Robert Coates, a director of Inprise Corporation, dismissed without prejudice the civil action he had filed in the Delaware Court of Chancery against Inprise Corporation and its other directors (Dale Fuller, William Hooper, David Heller, William F. Miller and Harry J. Saal) challenging the Company's Statement of Policies and Procedures for the Board of Directors. While Mr. Coates remains opposed to the Policies, he determined to dismiss the suit without prejudice for several reasons. First, Mr. Coates believes that, because of his lawsuit, Inprise recognized in its response to his recent request for information that, regardless of what the Policies say, Inprise directors have a right to all material information (including copies thereof) necessary for the discharge of their fiduciary duty to the Company and its stockholders. Inprise acknowledged that the Policies could not permit officers of the Company to determine what information directors are entitled to receive. Inprise also committed to provide (and has provided) to Mr. Coates at his office copies of materials that he had requested and invited Mr. Coates to request further information from Inprise officers without a formal written demand. Second, Mr. Coates concluded that continuing a general challenge to the Policies would result in extended litigation which the Company might claim diverted management's attention from the Company's business. Third, Mr. Coates can reinstitute a challenge to the Policies if the Company attempts to apply those Policies in a manner which restricts his ability to discharge his fiduciary duty as a director of Inprise. SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 30, 1999 - ------------------------------------ Date Management Insights, Inc. by /s/ Robert Coates - ------------------------------------ Robert Coates, Chairman & CEO /s/ Robert Coates - ------------------------------------ Robert Coates -----END PRIVACY-ENHANCED MESSAGE-----