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Share Name | Share Symbol | Market | Type |
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AMEX:COVR | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.95 | 0 | 01:00:00 |
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. |
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.
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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 |
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