CUSIP No. 222892101
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an
admission by either Majesco, Mastek (UK) Ltd. or Mastek Limited that it is the beneficial owner of any of the common stock of Cover-All Technologies Inc.
referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
Item 1. Security and Issuer
This statement on Schedule 13D relates to the common stock, par value $.01 per share (the “Issuer Common Stock
”), of Cover-All Technologies Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the
Issuer is 412 Mt. Kemble Avenue, Suite 110C, Morristown, New Jersey 07960.
Item 2. Identity and Background
(a) The name of the persons filing this statement are Majesco, a California corporation (“Majesco”),
Mastek (UK) Ltd., a private limited company organized under the laws of the United Kingdom (“Mastek UK”), and Mastek Limited, a public limited
company domiciled in, and organized under the laws of, India (“Mastek Parent” and together with Majesco and Mastek UK, the “Reporting
Persons”, and each a “Reporting Person”). The equity interests of Majesco are owned by each of Mastek UK and Mastek Parent.
(b) The address of the principal executive offices and the telephone number for (i) Majesco and each person listed in
Section 1 of Schedule A is 5 Penn Plaza, 33rd Street and 8th Avenue, 14th Floor, New York, NY 10001; (646) 731-1000
(ii) Mastek UK and each person listed in Section 2 of Schedule A is Pennant House, 2 Napier Court, Napier Road, Reading RG1 8BW, United Kingdom;
+44(0)118 903 5700 and (iii) Mastek Parent and each person listed in Section 3 of Schedule A is Unit 106, SDF 4, Seepz, Andheri (East), Mumbai 400 096,
India; +91 22 6695 2222.
(c) Mastek Parent, together with Majesco and Mastek UK, is a global technology solutions provider
focusing on meeting customer needs through the strategic application of tailored business solutions and IT services. The Reporting Persons deliver solutions and
IT services in core insurance areas including policy administration, product modelling, new business processing, billing, claims and producer lifecycle
management and distribution. The Reporting Persons offer an integrated portfolio of IT products and services, comprised of proprietary software solutions,
IT consulting, application development, systems integration, application management outsourcing, testing, data warehousing and business intelligence, CRM
services and legacy modernization.
(d) During the last five years, no Reporting Person nor, to any Reporting Person’s knowledge, any person named in
Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, no Reporting Person nor, to any Reporting Person’s knowledge, any person named in
Schedule A hereto, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was
or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Majesco is a California corporation. Mastek UK is a private limited company organized under the laws of the
United Kingdom. Mastek Parent is a public limited company domiciled in India. Schedule A hereto, which is incorporated herein by reference,
sets forth the citizenship of each Reporting Person’s directors and executive officers.
Item 3. Source and Amount of Funds or Other Consideration
None of the Reporting Persons expended any funds to acquire beneficial ownership of the Issuer Common
Stock upon the execution of the Voting Agreement (as defined in Item 4). The Reporting Persons acquired no Issuer Common Stock pursuant to the Voting
Agreement and the Reporting Persons made no payments, and will not make any payments, to the Subject Stockholder (as defined in Item 4) in connection with the
Voting Agreement.
Item 4. Purpose of Transaction
(a)-(b)
This statement is being filed in connection with the Voting Agreement among Majesco and a stockholder of the Issuer
party thereto (the “Subject Stockholder”), dated as of December 14, 2014 (the “Voting Agreement”). The Voting Agreement was
entered into as a condition to the willingness of Majesco to enter into the Merger Agreement (as defined below) and to increase the likelihood that the Merger
Agreement is adopted by the Issuer’s stockholders. The terms of the Voting Agreement apply to the shares of Issuer Common Stock owned or controlled by the
Subject Stockholder (the “Subject Shares”), which Subject Shares, as of the date of the Voting Agreement, are further described in Item 5
below.
Merger Agreement
On December 14, 2014, Majesco and the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement
”). The Merger Agreement provides, among other things, for the Issuer to be merged with and into Majesco (the “Merger”), with the
separate corporate existence of the Issuer ceasing and Majesco continuing as the surviving corporation in the Merger (the “Surviving Corporation
”). The consummation of the Merger is subject to the adoption and approval of the Merger Agreement by the Issuer’s stockholders and by
Majesco’s stockholders. In addition, the Merger is subject to other closing conditions, including, among others, (i) effectiveness of the registration
statement on Form S-4 to be filed with the United States Securities and Exchange Commission, (ii) approval of the listing on the NYSE MKT of the shares of
common stock of the Surviving Corporation issuable in the Merger, (iii) delivery of a customary opinion from counsel that the Merger will qualify as a tax-free
reorganization for federal income tax purposes and (iv) the absence of a law, judgment, ruling or other legal restraint restricting, preventing or prohibiting
the consummation of the Merger. The obligation of each party to consummate the Merger is also conditioned upon the other party’s representations and
warranties being true and correct in all material respects, the other party having performed in all material respects its obligations under the Merger Agreement
and the other party not having suffered a material adverse effect, in each case as set forth in the Merger Agreement.
The description of the Merger Agreement contained herein does not purport to be complete and is qualified in its
entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 1, and is incorporated herein by reference.
Voting Agreement
Pursuant to the Voting Agreement, the Subject Stockholder agreed during the term of the Voting Agreement to vote the
Subject Shares, and to cause any holder of record of Subject Shares to vote or execute a written consent or consents if stockholders of the Issuer are requested
to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Issuer: (i) in
favor of the Merger, at every meeting (or in connection with any action by written consent) of the stockholders of the Issuer at which such matters are
considered and at every adjournment or postponement thereof; (ii) against (1) any Takeover Proposal (as such term is defined below), (2) any action,
proposal, transaction or agreement which would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Issuer
under the Merger Agreement or any other agreement related to the Merger, or of the Subject Stockholder under the Voting Agreement and (3) any action, proposal,
transaction or agreement that would impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the
fulfillment of any conditions under the Voting Agreement, the Merger Agreement or any definitive agreements for the Merger or change in any manner the voting
rights of any class of shares of the Issuer (including any amendments to the Issuer’s charter documents and by-laws).
“Takeover Proposal” as used in this Schedule 13D means a proposal or offer, or indication of interest in making a proposal or offer, from any person
other than Majesco relating to any:
·
acquisition of equity or assets of the Issuer equal to twenty five percent (25%) or more of the
fair market value of the Issuer’s consolidated assets or to which twenty five percent (25%) or more of the Issuer’s net revenues or net income on a
consolidated basis are attributable;
·
acquisition of twenty five percent (25%) or more of the voting equity interests of the Issuer;
·
tender offer or exchange offer that if consummated would result in any person beneficially
owning twenty five percent (25%) or more of the voting equity interests of the Issuer;
·
merger, consolidation, other business combination or similar transaction involving the Issuer,
pursuant to which the holders of the Issuer’s shares immediately prior to such transaction own, in the aggregate, less than eighty-five percent (85%) of
the outstanding voting power of the surviving or resulting entity in such transaction immediately after the consummation thereof; provided that the consummation
of the transactions contemplated by such proposal or offer are conditioned on the termination of the Merger Agreement; or
·
liquidation or dissolution (or the adoption of a plan of liquidation or
dissolution) of the Issuer or the declaration or payment of an extraordinary dividend by the Issuer.
The Subject Stockholder also appointed Majesco and any designee of Majesco, and each of them individually, their proxies
and attorneys-in-fact, with full power of substitution and re-substitution, to vote or act by written consent during the term of the Voting Agreement with
respect to the Subject Shares in accordance with the terms of the Voting Agreement.
The Subject Stockholder also agreed not to, and not permit any entity under their respective
control to, during the term of the Voting Agreement and solely with respect to voting on the matters described above, deposit any of the Subject Shares in a
voting trust, grant any proxies with respect to the Subject Shares, grant any power of attorney with respect to the Subject Shares or subject any of the Subject
Shares to any arrangement with respect to the voting of the Subject Shares other than agreements entered into with Majesco.
The Subject Stockholder is not restricted or prohibited from, directly or indirectly,
transferring, selling, offering, exchanging, assigning, hypothecating, pledging or otherwise disposing of or encumbering (any “Transfer”) any of the
Subject Shares or entering into any contract, option or other agreement with respect to, or consent to, a Transfer of, any of the Subject Shares or any of their
voting or economic interest in the Subject Shares.
The Subject Stockholder also agreed that all shares of Issuer Common Stock or other equity interests in the Issuer that
the Subject Stockholder purchases, acquires the right to vote or otherwise acquires beneficial ownership of after the execution of the Voting Agreement and
during the term of the Voting Agreement will be subject to the terms of the Voting Agreement and will constitute Subject Shares for all purposes of thereof.
The Voting Agreement will terminate with respect to each Subject Share, on a share by share basis, upon
the earlier of (i) the mutual termination by the parties to the Voting Agreement, (ii) the termination of the Merger Agreement in
accordance with its terms, (iii) the effective time of the Merger, (iv) the Transfer of such Subject Share by the Subject Stockholder
thereof, (v) an amendment to the Merger Agreement without the consent of the Subject Stockholder, or (vi) July 30, 2015 or such later date as the parties under
the Merger Agreement may agree to under terms of the Merger Agreement.
The description of the Voting Agreement contained herein does not purport to be complete and is
qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is attached hereto as Exhibit 2, and is incorporated herein by
reference.
(c) Not applicable.
(d) Upon consummation of the Merger, the directors and officers of the Surviving Corporation shall be as set forth in
the Merger Agreement.
(e) Other than as a result of the Merger, not applicable.
(f) Other than as a result of the Merger, not applicable.
(g) Upon consummation of the Merger, the articles of incorporation and bylaws of the Surviving Corporation will be in
the forms attached as exhibits to the Merger Agreement.
(h)-(i) After the Merger, Majesco intends to cause (x) the Issuer Common Stock to be delisted from the NYSE MKT and the
Issuer Common Stock will be eligible for termination of registration pursuant to Section 12(b) of the Exchange Act and (y) the Surviving Corporation common
stock to be listed on the NYSE MKT.
(j) Other than as set forth in this Statement, the Voting Agreement or the Merger Agreement, no Reporting Person nor, to
any Reporting Person’s knowledge, any person named in Schedule A, has any plans or proposals which relate to or would result in any of the matters
listed in Items 4(a)-(j) of Schedule 13D (although the Reporting Persons reserve the right to develop such plans or proposals).
Item 5. Interest in Securities of the Issuer
(a) Other than the Subject Shares, which may be deemed to be beneficially owned in connection with the Voting Agreement,
no Reporting Person nor, to any Reporting Person’s knowledge, any person named in Schedule A, have acquired and, for the purposes of Rule 13d-4
promulgated under the Exchange Act, beneficially own any securities of the Issuer. As a result of the Voting Agreement, the Reporting Persons may be deemed to
be the beneficial owner of 7,634,400 shares of Issuer Common Stock, which constitutes approximately 28.5% of the issued and outstanding shares of Issuer Common
Stock, based on the Issuer’s representation in the Merger Agreement that there were 26,786,693 shares of Issuer Common Stock
issued and outstanding as of the close of business on December 14, 2014. No Reporting Person is entitled to any rights as a
stockholder of the Issuer as to the Subject Shares, except as expressly provided in the Voting Agreement, and each Reporting Person disclaims all beneficial
ownership of the Subject Shares.
(b) Pursuant to the Voting Agreement, the Reporting Persons may be deemed to have shared power to vote 7,634,400 shares
of the Issuer Common Stock held by the Subject Stockholders. Other than pursuant to the Voting Agreement, no Reporting Person nor, to any Reporting
Person’s knowledge, any person named in Schedule A, has the power to vote or direct the vote, or dispose of or direct the disposition of, the Issuer
Common Stock.
(c) Other than the Voting Agreement, the Merger Agreement and the transactions contemplated thereby, no Reporting Person
nor, to any Reporting Person’s knowledge, any person named in Schedule A, has effected any transaction in the Issuer Common Stock during the past 60
days.
(d) Other than the Subject Stockholder, to any Reporting Person’s knowledge, no person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Other than as described in Items 3, 4 and 5, which descriptions are incorporated herein by reference in answer to this
Item 6, and the agreements incorporated therein by reference and set forth as exhibits hereto, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the Reporting Persons, or to any Reporting Person’s knowledge, the other persons named in Item 2 or between the
Reporting Persons, or to any Reporting Persons’ knowledge, the other persons named in Item 2 and any person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
The following documents are filed as exhibits:
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Exhibit
Number
|
| Exhibit
Name
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1
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| Agreement and Plan of Merger, dated December 14, 2014, by and
between Majesco and Cover-All Technologies Inc. (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8–K filed
on December 15, 2015 (the “Issuer Form 8–K”))
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|
|
|
2
|
| Voting Agreement, dated December 14, 2014, by and among Majesco and RENN Universal Growth Investment
Trust PLC (“RENN”), as acknowledged and accepted by Russell Cleveland, as representative of RENN (incorporated
by reference to Exhibit 10.1 to the Issuer Form 8-K)
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|
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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.
| | |
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| Majesco
|
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| By:
| /s/ Ketan Mehta
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|
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| Name: Ketan Mehta
|
|
|
| Title: President and Chief
Executive Officer
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| | |
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| Mastek Limited
|
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| By:
| /s/ Sudhakar Ram
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|
|
| Name: Sudhakar Ram
|
|
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| Title: Managing Director
& Group CEO
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|
| | |
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| Mastek (UK) Ltd.
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| By:
| /s/ Joe Venkataraman
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|
|
| Name: Joe Venkataraman
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| Title: Chairman
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Dated: December 15, 2014
EXHIBIT INDEX
| | |
Exhibit
Number
|
| Exhibit
Name
|
1
|
| Agreement and Plan of Merger, dated December 14, 2014, by and
between Majesco and Cover-All Technologies Inc. (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8–K filed
on December 15, 2015 (the “Issuer Form 8–K”))
|
|
|
|
2
|
| Voting Agreement, dated December 14, 2014, by and among Majesco and RENN Universal Growth Investment
Trust PLC (“RENN”), as acknowledged and accepted by Russell Cleveland, as representative of RENN (incorporated
by reference to Exhibit 10.1 to the Issuer Form 8-K)
|
SCHEDULE A
The following table sets forth the name and present principal occupation or employment of each director and executive officer of the
Reporting Persons. The present principal employer for each director and executive officer is the applicable Reporting Person with the address set forth in Item
2 above.
Section 1
Board of Directors of Majesco
| | |
Name
| Present Principal Occupation or Employment
| Citizenship
|
Ketan Mehta
| President & CEO
| United States
|
Ashank Desai
| Non-Executive Director
| India
|
Atul Kanagat
| Non-Executive Director
| United States
|
Rajendra Sisodia
| Non-Executive Director
| United States; Overseas Citizen of India
|
Anil Chitale
| Chief Product Evangelist
| United States
|
Executive Officers of Majesco
| | |
Name
| Present Principal Occupation or Employment
| Citizenship
|
Ketan Mehta
| President & CEO
| United States
|
Chad Hersh
| Executive Vice President
| United States |
Anil Chitale
| Chief Product Evangelist
| United States
|
Prateek Kumar
| Sr. Vice President, Sales & Account Management
| India |
Lori Stanley
| Secretary and General Counsel
| United States
|
Section 2
Board of Directors of Mastek UK
| | |
Name
| Present Principal Occupation or Employment
| Citizenship
|
Joe Venkataraman
| Chairman
| United Kingdom
|
Srinivasan Sandilya
| Non-Executive Director
| India
|
Ashank Desai
| Non-Executive Director
| India
|
Venkatesh Chakravarty
| Non-Executive Director
| India
|
Executive Officers of Mastek UK
| | |
Name
| Present Principal Occupation or Employment
| Citizenship
|
Sudhakar Ram
| CEO
| India
|
Joe Venkataraman
| Chairman
| United Kingdom
|
Prahlad Koti
| Sr. Vice-President
| United Kingdom
|
Benjamin Davison
| Sr. Vice-President, Delivery for UK
| United Kingdom
|
Anant Thakrar
| Sr. Vice-President, Finance
| United Kingdom
|
Section 3
Board of Directors of Mastek Parent
| | |
Name
| Present Principal Occupation or Employment
| Citizenship
|
Srinivasan Sandilya
| Non-Executive Chairman & Independent Director
| India
|
Sudhakar Ram
| Managing Director & Group CEO
| India
|
Radhakrishnan Sundar
| Executive Director
| India
|
Ashank Desai
| Non-Executive Director
| India
|
Ketan Mehta
| Non-Executive Director
| United States
|
Dr. Rajendra Sisodia
| Non-Executive Director (Independent)
| United States; Overseas Citizen of India
|
Venkatesh Chakravarty
| Non-Executive Director (Independent)
| India
|
Ms. Priti Rao
| Non-Executive Director (Independent)
| India
|
Atul Kanagat
| Non-Executive Director (Independent)
| United States
|
Dr. Arun Maheshwari
| Non-Executive Director (Independent)
| India
|
Executive Officers of Mastek Parent
| | |
Name
| Present Principal Occupation or Employment
| Citizenship
|
Sudhakar Ram
| Managing Director & Group CEO
| India
|
Radhakrishnan Sundar
| Executive Director
| India
|
Farid Kazani
| Group CFO & Finance Director
| India
|
Kalpana Jaishankar
| Senior Vice-President & Group Head-HR
| India
|