-----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, VviweC7yXvFTslWEXpEX9VOD1wqvA/ZbMN86H/e5yYVi7mJgyF73BjWkxnyybjBF H1kjJS6ZPbOUW58sZoleqQ== 0001188112-07-000836.txt : 20070327 0001188112-07-000836.hdr.sgml : 20070327 20070327153421 ACCESSION NUMBER: 0001188112-07-000836 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070323 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070327 DATE AS OF CHANGE: 20070327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COVER ALL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000737300 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 132698053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13124 FILM NUMBER: 07721266 BUSINESS ADDRESS: STREET 1: 18 01 POLLITT DR CITY: FAIR LAWN STATE: NJ ZIP: 07410 BUSINESS PHONE: 2017944800 MAIL ADDRESS: STREET 1: 17 01 POLLIT DRIVE CITY: FAIR LAWN STATE: NJ ZIP: 07410 FORMER COMPANY: FORMER CONFORMED NAME: WARNER INSURANCE SERVICES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WARNER COMPUTER SYSTEMS INC DATE OF NAME CHANGE: 19920407 8-K 1 t13555_8k.txt FORM 8-K 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 27, 2007 (March 23, 2007) ------------------------------- COVER-ALL TECHNOLOGIES INC. - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 0-13124 13-2698053 -------- -------- ---------- (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 55 Lane Road, Fairfield, New Jersey 07004 - -------------------------------------------------------------------------------- (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: [ ] 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. On March 23, 2007, we issued an aggregate of 5,438,670 shares of our common stock to Renaissance US Growth & Income Trust PLC and US Special Opportunities Trust PLC, two funds managed by RENN Capital Group, Inc., in connection with their election to convert an aggregate of $1,631,601 principal amount of their 8% convertible debentures due 2008 and 8% convertible debentures due 2009, representing all of their remaining unpaid principal amount due on the debentures, at a conversion price of $0.30 per share. Russell Cleveland, one of our directors, is President of RENN Capital Group, Inc. After giving effect to this conversion, as of March 23, 2007, our only outstanding debentures are an aggregate principal amount of $295,880 that remains outstanding on the 2008 Debentures to John Roblin, our Chairman and Chief Executive Officer, and certain other investors. The 2008 Debentures were originally issued in July 2001 with an aggregate principal amount of $1,800,000, and the 2009 Debentures were originally issued in September 2002 with an aggregate principal amount of $700,000. No cash proceeds were received by us in connection with each conversion of the debentures. The shares of our common stock issued upon each conversion of the debentures were issued exempt from registration in reliance on Section 3(a)(9) of the Securities Act of 1933 as an exchange of securities by an issuer with its existing security holders where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. After giving effect to the conversion, as of March 23, 2007, we have 22,991,675 shares of common stock outstanding. On March 27, 2007, we issued a press release, a copy of which is attached as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) EXHIBITS. --------- 99.1 Press Release, dated March 27, 2007. [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. Date: March 27, 2007 By: /s/ Ann Massey ----------------------------------- Ann Massey, Chief Financial Officer INDEX TO EXHIBITS Exhibit No. 99.1 Press Release, dated March 27, 2007. EX-99.1 2 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE COVER-ALL TECHNOLOGIES INC. 55 LANE ROAD, SUITE 300 FAIRFIELD, NJ 07004 TEL:(973) 461-5200 COVER-ALL ANNOUNCES CONVERSION OF DEBENTURES BY RENN CAPITAL --------------------- BALANCE SHEET IMPROVES SIGNIFICANTLY FAIRFIELD, NJ - March 27, 2007 - Cover-All Technologies Inc. (OTC Bulletin Board-COVR.OB), announced today that on March 23, 2007, RENN Capital Group, Inc. elected to convert an aggregate of $1,631,601 principal amount of the Company's 8% convertible debentures due 2008 and 8% convertible debentures due 2009, representing all of the remaining unpaid principal amount due on their outstanding debentures, into shares of the Company's common stock at the conversion price of $0.30 per share. As a result of this conversion, Cover-All's debt has been significantly reduced, from $1,927,000 to $296,000. The debentures were held by two funds managed by RENN Capital, Renaissance US Growth & Income Trust PLC and US Special Opportunities Trust PLC, and upon the conversion of their debentures, these funds were issued an aggregate of 5,438,670 shares of Cover-All common stock. The 2008 Debentures were originally issued in July 2001 with an aggregate principal amount of $1,800,000, and the 2009 Debentures were originally issued in September 2002 with an aggregate principal amount of $700,000. The remaining principal of the 2008 Debentures is $296,000, held by three investors, and the 2009 Debentures have been completely retired. Russell Cleveland, President, RENN Capital Group Inc. and director of Cover-All Technologies Inc., stated: "RENN Capital decided to convert the remaining debentures held by our two funds, Renaissance US Growth & Income Trust PLC and US Special Opportunities Trust PLC, into Cover-All common stock because Cover-All is making excellent progress in implementing its My Insurance Center solution at major customers and to strengthen Cover-All's balance sheet to help allow continued growth." John Roblin, Chairman and President of Cover-All, added: "We have made tremendous progress in the last year towards realizing the potential of My Insurance Center by delivering significant value to our customers. We view this conversion by the RENN Capital funds as an endorsement of our efforts and strategy. Moreover, the elimination of $1,631,601 in principal payments, which would have been due as to $1,035,581 by July 2008 and as to $596,020 by September 2009, and the elimination of the related interest payments, represents a huge boost to our balance sheet and should provide us with the ability to focus on further implementing our business strategy and continuing our growth." ABOUT COVER-ALL TECHNOLOGIES INC. Cover-All Technologies Inc., since 1981, has been a leader in developing sophisticated software solutions for the property and casualty insurance industry - first to deliver PC-based commercial insurance rating and policy issuance software. Currently, Cover-All is building on its reputation for quality insurance solutions, knowledgeable people and outstanding customer service by creating new and innovative insurance solutions that leverage the latest technologies and bring our customers outstanding capabilities and value. With our extensive insurance knowledge, our experience and our commitment to quality, Cover-All continues its tradition of developing technology solutions designed to revolutionize the way the property and casualty insurance business is conducted. Additional information is available online at WWW.COVER-ALL.COM. Cover-All, My Insurance Center (MIC) and Insurance Policy Database (IPD) are trademarks of Cover-All Technologies Inc. All other company and product names mentioned are trademarks or registered trademarks of their respective holders. Statements in this press release, other than statements of historical information, are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks which may cause the Company's actual results in future periods to differ materially from expected results. Those risks include, among others, risks associated with increased competition, customer decisions, delays in productivity programs and new product introductions, and other business factors beyond the Company's control. Those and other risks are described in the Company's filings with the Securities and Exchange Commission ("SEC") over the last 12 months, copies of which are available from the SEC or may be obtained upon request from the Company. FOR INFORMATION ON COVER-ALL, CONTACT: John W. Roblin, Chief Executive Officer, 973-461-5200, JROBLIN@COVER-ALL.COM --------------------- -2- -----END PRIVACY-ENHANCED MESSAGE-----