Attached files
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EX-31.2 - CERTIFICATION - COVER ALL TECHNOLOGIES INC | d27649_ex31-2.htm |
EX-31.1 - CERTIFICATION - COVER ALL TECHNOLOGIES INC | d27649_ex31-1.htm |
EX-32.1 - CERTIFICATION - COVER ALL TECHNOLOGIES INC | d27649_ex32-1.htm |
EX-32.2 - CERTIFICATION - COVER ALL TECHNOLOGIES INC | d27649_ex32-2.htm |
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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM 10-K/A |
(Amendment No. 1) |
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x |
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the fiscal year ended December 31, 2009. |
o |
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the transition period from ___to___. |
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Commission file number 0-13124 |
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COVER-ALL TECHNOLOGIES INC. |
(Exact name of Registrant as specified in its charter) |
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Delaware |
13-2698053 |
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55 Lane
Road, Fairfield, New Jersey |
07004 |
(973) 461-5200
(Registrants telephone number,
including area code)
Securities registered pursuant to Section
12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes o
No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act from their obligations under those Securities. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
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 larger accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o |
Accelerated filer o |
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Non-accelerated filer (Do not check if a smaller reporting company) o |
Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2009, the last business day of the registrants most recently completed second fiscal quarter, was approximately $22,419,000.
As of March 15, 2010, there were 24,733,786 shares outstanding of our common stock.
Documents Incorporated by Reference:
Portions of the Registrants Proxy Statement for the 2010 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on April 30, 2010, are incorporated by reference as described in Part III of the Registrants Form 10-K.
FORWARD-LOOKING STATEMENTS
Certain of the matters discussed in this report, may constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). These forward-looking statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievement described or implied by such statements. Certain of these forward-looking statements can be identified by the use of forward-looking terminology such as believes, expects, may, will, should, seeks, approximately, intends, plans, estimates, or anticipates or the negative of these terms or other comparable terminology, or by discussions of strategy, objectives, expectations, plans or intentions. Statements contained in this report that are not historical facts are forward-looking statements. Without limiting the generality of the preceding statement, all statements in this report concerning or relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, through our senior management, from time to time we make forward-looking statements concerning our expected future operations and performance and other developments. Such forward-looking statements are necessarily estimates reflecting our best judgment based upon current information and involve a number of risks and uncertainties. Other factors may affect the accuracy of these forward-looking statements and our actual results may differ materially from the results anticipated in these forward-looking statements. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by us include, but are not limited to, general conditions in the economy and capital markets. Except to the extent required by applicable laws and regulations, we undertake no obligations to update any forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (Amendment No. 1) amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as originally filed with the Securities and Exchange Commission (SEC) on March 19, 2010 (Form 10-K). This Amendment No. 1 is being filed to reflect the changes made in response to the comments received by us from the Staff of the SEC in connection with the Staffs review of our Form 10-K, specifically with respect to Item 9A(T), Controls and Procedures. The complete text of the information as required by Item 9A(T) is set forth below and replaces the information in Item 9A(T) of the Form 10-K in its entirety. As required by Rule 12b-15 of the Exchange Act, new certifications by our principal executive officer and principal financial officer are being filed as exhibits herewith, and as such, we have also included Item 15. Exhibits and Financial Statement Schedules as part of this Amendment No. 1.
This Amendment No. 1 should be read in conjunction with the Form 10-K and our filings made with the SEC subsequent to the filing of our Form 10-K. This Amendment No. 1 continues to speak as of the date of the Form 10-K and no attempt has been made to modify or update disclosures in the Form 10-K except as noted above. This Amendment No. 1 does not reflect events occurring after the filing of the Form 10-K or modify or update any related disclosures, and any information not affected by the amendments contained in this Amendment No. 1 is unchanged and reflects the disclosure made at the time of the filing of the Form 10-K with the SEC.
i
PART
III ITEM 9A. (T) CONTROLS AND
PROCEDURES DISCLOSURE CONTROLS AND
PROCEDURES As of the end of the period covered
by this report, we carried out an evaluation, under the supervision and with
the participation of our management, including our Chief Executive Officer and
our Chief Financial Officer, of the effectiveness of the design and operation
of the Companys disclosure controls and procedures (as defined in Rule
13a-15(e) under the Exchange Act). Based upon that evaluation, our Chief
Executive Officer and our Chief Financial Officer have concluded that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is (1) recorded, processed, summarized and reported, within the
time periods specified in the SECs rules and forms, and (2) accumulated and
communicated to our management, including our principal executive and principal
financial officers, as appropriate to allow timely decisions regarding required
disclosure. MANAGEMENTS REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING The management of the Company is
responsible for establishing and maintaining adequate internal control over
financial reporting. The Exchange Act defines internal control over financial
reporting in Rule 13a-15(f) and 15d-15(f) as a process designed by, or under
the supervision of, the companys principal executive and principal financial
officers and effected by the companys board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that: pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of the
assets of the company; provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of the
companys assets that could have a material effect on the consolidated
financial statements. Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. The
Companys management assessed the effectiveness of the Companys internal
control over financial reporting as of December 31, 2009. In making this
assessment, the Companys management used the criteria set forth by the
Committee of Sponsoring Organizations, or COSO, of the Treadway Commission in
Internal Control Integrated Framework. Based
upon its assessment, management concluded that, as of December 31, 2009, the
Companys internal control over financial reporting is effective based upon
those criteria. This
annual report does not include an attestation report of the Companys
registered public accounting firm regarding internal control over financial
reporting. Managements report was not subject to attestation by the Companys
independent registered public accounting firm pursuant to temporary rules of
the SEC that permit the Company to provide only managements report in this
annual report. CHANGES IN INTERNAL CONTROL OVER
FINANCIAL REPORTING There
has been no change in our internal control over financial reporting during the
quarter ended December 31, 2009 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting. 1 PART
IV ITEM 15. EXHIBITS AND FINANCIAL
STATEMENTS SCHEDULES (a) The following documents are filed as a part of this
report. (1) Financial Statements Reference is made to the Index to Financial Statements on
Page 32 of the Form 10-K. (2) Financial Statement Schedule II - Valuation and Qualifying Accounts. F-27 of the Form 10-K All other schedules are omitted since the required
information is not present or is not present in amounts sufficient to require
submission of the schedules, or because the information required is included
in the financial statements and notes thereto. (3) Exhibits. See Exhibit Index. 2 SIGNATURES Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized. COVER-ALL TECHNOLOGIES INC. Date: December 22, 2010 By: /s/ John W. Roblin John W. Roblin Chairman of the Board of Directors and Chief Executive Officer EXHIBIT INDEX The following is a list of exhibits required by Item 601 of Regulation
S-K filed as part of this Form 10-K. For exhibits incorporated by
reference, the location of the exhibit in the previous filing is indicated in
parentheses. Exhibit No. Description 2 Certificate
of Merger of the Company Computer Systems, Inc. (a New York corporation) into
the Registrant, filed on June 11, 1985 [incorporated by reference to
Exhibit 2 to the Registrants Annual Report on Form 10-K (Commission
File No. 0-13124) filed on January 29, 1986]. 3(a) Certificate
of Incorporation of the Registrant filed on April 22, 1985 [incorporated by
reference to Exhibit 3 (a)to the Registrants Annual Report on Form 10-K
(Commission File No. 0-13124) filed on January 29, 1986]. 3(b) Certificate
of Amendment of Certificate of Incorporation of the Registrant filed on
May 6, 1987 [incorporated by reference to Exhibit 3.2 to the
Registrants Registration Statement on Form S-1 (Commission File No.
33-17533) filed on September 29, 1987]. 3(c) Certificate
of Amendment of Certificate of Incorporation of the Registrant filed on March
26, 1990 [incorporated by reference to Exhibit 3(d) to the Registrants
Quarterly Report on Form 10-Q (Commission File No. 0-13124) filed on June 14,
1990]. 3(d) Certificate
of Amendment of Certificate of Incorporation of the Registrant filed on March
18, 1992 [incorporated by reference to Exhibit 1 to the Registrants Current
Report on Form 8-K (Commission File No. 0-13124) filed on March 30,
1992]. 3(e) Certificate
of Amendment of Certificate of Incorporation of the Registrant [incorporated
by reference to Exhibit 3(e) to the Registrants Amendment No. 1 to
Registration Statement on Form S-3 (Commission File No. 0-13124) filed
on July 10, 1996]. 3(f) Certificate
of Amendment of Certificate of Incorporation of the Registrant filed on July
12, 2000 [incorporated by reference to Exhibit 3(g) to the Registrants
Quarterly Report on Form 10-Q (Commission File No. 0-13124) filed on August
11, 2000]. 3(g) By-laws of
the Registrant, as amended [incorporated by reference to Exhibit 3(g) to the
Registrants Amendment No. 1 to Registration Statement on Form S-3
(Commission file No. 0-13124) filed on July 10, 1996]. 4 Form of
Common Stock Certificate of the Registrant [incorporated by reference to
Exhibit 4(a) to the Registrants Annual Report on Form 10-K (Commission File
No. 0-13124) filed on January 29, 1986]. 10(a) Warner
Insurance Services, Inc. Tax Saver 401(k) Salary Reduction Plan adopted
May 31, 1985 and restated as of August 11, 1992 [incorporated
by reference to Exhibit 10(k) to the Registrants Annual Report on
Form 10-K (Commission File No. 0-13124) filed on January 28, 1993]. 10(b)(1) 1994 Stock
Option Plan for Independent Directors adopted by the Board of Directors of
the Registrant on November 10, 1994 [incorporated by reference to Exhibit
10(n)(1) to the Registrants Annual Report on Form 10-K (Commission File
No. 0-13124) filed on April 17, 1995]. 10(c)(8) Amendment to
Non-Qualified Stock Option Agreement, dated as of December 20, 2004, between
the Registrant and Mark D. Johnston [incorporated by reference to Exhibit
10(c)(8) to the Registrants Quarterly Report on Form 10-Q (Commission File
No. 0-13124) filed on August 15, 2005]. 10(c)(9) Amendment to
Non-Qualified Stock Option Agreement, dated as of December 20, 2004, between
the Registrant and Earl Gallegos [incorporated by reference to Exhibit
10(c)(9) to the Registrants Quarterly Report on Form 10-Q (Commission File
No. 0-13124) filed on August 15, 2005]. 10(c)(10) Amendment to
Incentive Stock Option Agreement, dated as of December 20, 2004, between the
Registrant and John Roblin [incorporated by reference to Exhibit
10(c)(10) to the Registrants Quarterly Report on Form 10-Q (Commission
File No. 0-13124) filed on August 15, 2005]. 10(c)(11) Amendment to
Incentive Stock Option Agreement, dated as of December 20, 2004, between the
Registrant and John Roblin [incorporated by reference to Exhibit
10(c)(11) to the Registrants Quarterly Report on Form 10-Q (Commission
File No. 0-13124) filed on August 15, 2005]. 10(c)(14) Form of
Non-Qualified Stock Option Agreement [incorporated by reference to Exhibit
10(c)(14) the Registrants Quarterly Report on Form 10-Q (Commission File No.
0-13124) filed on May 15, 2006]. 10(c)(15) Form of
Incentive Stock Option Agreement [incorporated by reference to Exhibit
10(c)(15) the Registrants Quarterly Report on Form 10-Q (Commission File No.
0-13124) filed on May 15, 2006]. 10(c)(16) Form of
Restricted Stock Grant Agreement [incorporated by reference to Exhibit
10(c)(16) the Registrants Quarterly Report on Form 10-Q (Commission File No.
0-13124) filed on May 15, 2006]. 10(c)(17) Form of
Non-Qualified Stock Option Agreement (for Consultants) [incorporated by
reference to Exhibit 10 (c)(13) the Registrants Quarterly Report on Form
10-Q (Commission File No. 0-13124) filed on May 15, 2006]. 10(c)(18) Cover-All
Technologies, Inc. Amended and Restated 2005 Stock Incentive Plan
[incorporated by reference to Exhibit 10(c)(18) to the Registrants Form
8-K (Commission File No. 0-13124) filed on March 27, 2008]. 10(c)(19) Summary of
2009 Non-Employee Director Compensation dated March 2, 2009 [incorporated by
reference to Exhibit 99.1 to the Registrants Form 8-K (Commission File
No. 0-13124) filed on March 2, 2009]. 10(c)(20) Summary of
2010 Non-Employee Director Compensation dated March 12, 2010 [incorporated by
reference to Exhibit 10(c)(20) to the Registrants Form 8-K (Commission
File No. 0-13124) filed on March 16, 2010]. 10(d)(1) Lease
Agreement, dated March 3, 2005, by and between the Registrant and Fairfield
80 Venture, LLC [incorporated by reference to Exhibit 10(d)(4) to the
Registrants Annual Report on Form 10-K (Commission File No. 0-13124)
filed on March 25, 2005]. 10(e)(3) Tuition
Reimbursement Agreement, dated September 1, 2006, between the Registrant and
Manish D. Shah [incorporated by reference to Exhibit 10(p) to the
Registrants Form 8-K (Commission File No. 0-13124) filed on September
1, 2006]. 10(e)(5) Employment
Agreement, dated December 26, 2006, by and between the Registrant and John
Roblin [incorporated by reference to Exhibit 10(e)(5) to the Registrants
Form 8-K (Commission File No. 0-13124) filed on December 27, 2006]. 10(e)(6) Amendment
No. 1 to the Employment Agreement, dated April 26, 2007, between the Registrant
and John Roblin [incorporated by reference to Exhibit 10(e)(6) to the
Registrants Form 8-K (Commission File No. 0-13124) filed on April 30,
2007]. 10(e)(7) Employment
Agreement, dated December 26, 2007, by and between the Registrant and John Roblin
[incorporated by reference to Exhibit 10(e)(7) to the Registrants Form 8-K
(Commission File No. 0- 13124) filed on December 27, 2007]. 10(e)(8) Employment
Agreement, dated December 22, 2009, by and between the Registrant and John
Roblin [incorporated by reference to Exhibit 10(e)(8) to the Registrants
Form 8-K (Commission File No. 0- 13124) filed on December 23, 2009]. 10(j)(i) Asset
Purchase Agreement, dated January 22, 2007, between the Registrant and Maloy
Risk Services, Inc. [incorporated by reference to Exhibit 10(j)(i) to the
Registrants Form 8-K (Commission File No. 0-13124) filed on January 26,
2007]. 10(j)(ii) Commission
Agreement, dated January 22, 2007, between the Registrant and Maloy Risk
Services, Inc. [incorporated by reference to Exhibit 10(j)(ii) to the
Registrants Form 8-K (Commission File No. 0-13124) filed on January 26,
2007]. 10(k) Client
Services Addendum, effective as of January 1, 2005, between the Registrant
and AIG [incorporated by reference to Exhibit 10(k) to the Registrants
Registration Statement on Form S-1/A (Commission File No. 333-156397) filed
on August 6, 2009].*** 14 Code of
Ethics and Business Conduct [incorporated by reference to Exhibit 14 to the
Registrants Annual Report on Form 10-K (Commission File No. 0-13124) filed
on March 31, 2006]. 21 Subsidiaries
of the Registrant [incorporated by reference to Exhibit 21 to the
Registrants Annual Report on Form 10-K (Commission File No. 0-13124) filed
on April 11, 1996]. 23.1 Consent of
MSPC [incorporated by reference to Exhibit 23.1 to the Registrants Form 10-K
(Commission File No. 0-13124) filed on March 19, 2010]. 31.1* Certification
of Chief Executive Officer pursuant to Securities Exchange Act Rules
13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. 31.2* Certification
of Chief Financial Officer pursuant to Securities Exchange Act Rules
13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. 32.1* Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * Filed
herewith. Denotes a
management contract or compensatory plan or arrangement. *** Confidential treatment has
been requested for certain provisions of this Exhibit pursuant to Rule 24b-2
under the Exchange Act.