COVR

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

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:

Item 1.02. Termination of a Material Definitive Agreement.

As a condition to the consummation of the previously announced Agreement and Plan of Merger, dated December 14, 2014, and amended on February 18, 2015 (the “Merger Agreement”), by and between Cover-All Technologies Inc., a Delaware corporation (the “Company”) and Majesco, a California corporation (“Majesco”), through which the Company merged with and into Majesco, with Majesco surviving the merger (the “Merger”), the Company was required to cause repayment in full of all outstanding indebtedness owed by Cover-All Systems, Inc., the Company’s wholly-owned subsidiary (“Systems”), to Imperium Commercial Finance Master Fund, LP (“Imperium”) under that certain Loan and Security Agreement, dated as of September 11, 2012 (the “Credit Agreement”), by and between Imperium, as lender and Systems, as borrower, which loan obligations were guaranteed by the Company pursuant to a Guarantee, dated as of September 11, 2012, made by the Company in favor of Imperium (the “Guarantee”) and a Pledge Agreement, dated as of September 11, 2012, between the Company and Imperium (the “Pledge Agreement”). On June 25, 2015, Systems prepaid in full all amounts and satisfied all other obligations due under the Credit Agreement, the Guarantee and the Pledge Agreement, and each of the agreements were terminated. The aggregate amount of the prepayment was $2,011,284.72, including all interest due thereon as of June 25, 2015.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On June 26, 2015, following approval of the Merger Agreement on June 22, 2015 by the Company’s stockholders, the Company and Majesco completed the Merger in accordance with the Merger Agreement, and the separate corporate existence of the Company ceased, with Majesco surviving the Merger.

At the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock, par value $0.01 per share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.21641 of a share of Majesco common stock, par value $0.002 (“Majesco Common Stock”). No fractional shares of Majesco Common Stock were issued to the holders of Company Common Stock in the Merger. Instead, the holders of Company Common Stock were entitled to receive the next highest number of whole shares of Majesco Common Stock in lieu of any fractional shares of Majesco Common Stock that they would have otherwise been entitled to receive in the Merger.

All outstanding and unexercised options to purchase the Company Common Stock, whether or not exercisable or vested, were replaced by and substituted for options to purchase Majesco Common Stock on the same terms and conditions as were applicable to such options immediately prior to the Effective Time, with the number of shares subject to, and the exercise price applicable to, such options being appropriately adjusted based on the exchange ratio described above. The terms of each restricted stock unit (“RSU”) settleable in shares of Company Common Stock that was outstanding and unvested prior to the Effective Time and did not fully vest by its terms as of the Effective Time were adjusted as necessary and replaced by and substituted for a RSU to acquire Majesco Common Stock on the same terms and conditions as were applicable to such RSU immediately prior to the Effective Time, as adjusted based on the exchange ratio described above.

As a result of the Merger, holders of the issued and outstanding Company Common Stock and outstanding options and RSUs immediately prior to the Effective Time hold approximately 16.5% of the total capitalization of Majesco.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 26, 2015, in connection with the consummation of the Merger, the Company (i) notified NYSE MKT that, at the Effective Time of the Merger, each outstanding share of Company Common Stock was automatically converted into the right to receive Majesco Common Stock and (ii) requested that NYSE MKT file with the U.S. Securities and Exchange Commission (the “SEC”) an application on Form 25 to delist and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result of the Merger and such notification and request, the last day of trading of the Common Stock on the NYSE MKT stock exchange was June 26, 2015. In addition, Majesco intends to file a Form 15 with the SEC requesting the deregistration of the Company Common Stock and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

At the Effective Time of the Merger, holders of shares of Company Common Stock immediately prior to the Effective Time ceased to have any rights as stockholders of the Company with the exception of their right to receive Majesco Common Stock pursuant to the terms of the Merger Agreement. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

As a result of the Merger, the Company merged with and into Majesco, with Majesco continuing as the surviving company, and, accordingly, a change in control of the Company occurred on June 26, 2015. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 17, 2015, the Board of Directors of the Company approved its variable compensation plan for employees of the Company. This year’s plan is similar to those of prior years except under the current plan the remuneration in the form of cash instead of a mix of cash and restricted stock. The plan is based on the Company’s operational and financial performance (excluding effects of the Merger). Due to the closing of the Merger, the plan is prorated based on 6 months of the Company’s performance and variable compensation is awarded prior to the closing of the Merger. On June 25, 2015, the Company approved the award of cash bonuses pursuant to this plan to all employees of the Company. In connection with these cash bonus awards and as part of the across-the-board awards to all employees, the Company paid to each of the Company’s named executive officers the following amounts: Manish D. Shah, $160,162; Ann F. Massey, $55,563; and Shailesh Mehrotra, $60,714. The cash bonus awards were paid on June 26, 2015. 

Item 8.01. Other Events.

Majesco and the Company will each treat the Merger as a “reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). For a discussion of the qualification of the Merger as a “reorganization,” and the material U.S. federal income tax consequences of the exchange of the Company’s Common Stock for Majesco Common Stock in the Merger, see the discussion under the heading “Material U.S. Federal Income Tax Consequences of the Merger” in the joint proxy statement/prospectus, previously filed with the SEC by Majesco on February 19, 2015. Under the Merger Agreement, the Merger would occur, and the parties would treat the Merger as a “reorganization,” only if on or before the closing date each of Majesco and the Company received an opinion of its counsel as to certain tax matters specified in the Merger Agreement. Majesco and the Company each received such an opinion on the closing date.

In addition, in connection with the consummation of the Merger, because the Merger will be deemed to be an “ownership change” within the meaning of Section 382(g) of the Code, neither the Company nor Majesco will be able to use a portion of the Company’s net operating loss carryforwards.

On June 26, 2015, the Company issued a press release announcing the consummation of the Merger and certain related matters. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Index to Exhibits

PRESS RELEASE

Cover-All Technologies and Majesco Close their Merger

The combined Company will benefit new and existing customers with a robust, market-leading
solution portfolio

Majesco will begin trading on June 29, 2015 on the NYSE MKT under the ticker “MJCO”

New York, NY and Morristown, NJ – June 26, 2015 – Majesco, a global provider of core insurance software, consulting and services for insurance business transformation, and Cover-All Technologies Inc., a leading provider of innovative and modern P/C insurance technology solutions, today announced the completion of their merger.

The combined entity will operate under the “Majesco” brand globally. Majesco will be listed on the NYSE MKT and start trading on June 29, 2015 under the ticker “MJCO”.

Majesco is one of the market leading solution providers for insurance in terms of financial strength, solution portfolio breadth and depth and customer base.

As a combined company, Majesco now has:

“I am happy to announce the completion of the merger of Cover-All Technologies and Majesco. The combined organization has great potential to help meet the increasing demands of the insurance industry and play a key role in a new renaissance for insurance using Majesco’s innovative, adaptable and flexible solution portfolio,” noted Ketan Mehta, CEO and founder of Majesco. “Our customers will benefit from the breadth of expertise, experience and offerings these two organizations bring together. We believe that with this merger, Majesco is uniquely positioned to enable insurers’ business transformation journey as a trusted long term partner across their business. The two companies share a common vision, have complementary solutions and have a great cultural fit of customer centricity. We welcome Cover-All’s customers, employees and shareholders to the Majesco family."

Manish Shah, Executive Vice President, Products at Majesco and former President and CEO of Cover-All Technologies commented, "The merger of Cover-All and Majesco offers a great opportunity to service the needs of our customers today and in the future with one of the broadest and most robust solution portfolios in the industry. Our combined organizations are passionate and committed to innovative, forward-thinking, robust software and services that enables insurers’ transformation plans, enabling their growth and success. I would like to thank our customers, employees and shareholders who have supported us over the years and have made this transition successful.”

About Majesco
Majesco enables insurance business transformation for approximately 140 insurance customers by providing solutions which include software, consulting and services.

Our customers are insurers, MGA’s and other risk providers from the Property and Casualty, Life, Annuity and Group insurance segments worldwide. Majesco delivers proven software solutions, consulting and services in the core insurance areas such as policy, billing, claims, distribution management, BI/ analytics, digital, application management, cloud and more. For more details on Majesco, please visit www.majesco.com.

Cautionary Language Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act. All statements other than statements of historical fact could be deemed forward-looking statements. Statements that include words such as “may,” “will,” “might,” “projects,” “expects,” “plans,” “believes,” “anticipates,” “targets,” “intends,” “hopes,” “aims,” “can,” “should,” “could,” “would,” “goal,” “potential,” “approximately,” “estimate,” “pro forma,” “continue” or “pursue” or the negative of these words or other words or expressions of similar meaning may identify forward-looking statements. For example, forward-looking statements include any statements of the plans, strategies and objectives of management for future operations, including the execution of integration and restructuring plans and the anticipated timing of filings; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; statements of belief and any statement of assumptions underlying any of the foregoing. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking statements should not be relied upon as predictions of future events and Majesco cannot assure you that the events or circumstances discussed or reflected in these statements will be achieved or will occur. Furthermore, if such forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by Majesco or any other person that we will achieve our objectives and plans in any specified timeframe, or at all.

These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in Majesco’s reports that it files from time to time with the Securities and Exchange Commission. Important factors that could cause actual results to differ materially from those described in forward-looking statements contained herein include, but are not limited to: (i) the potential value created by the merger and the possibility that the projected value creation and efficiencies from the merger will not be realized, or will not be realized within the expected time period; (ii) the combined company’s ability to raise future capital as needed to fund its operations and business plan; (iii) the risk that the businesses of Cover-All Technologies Inc. and Majesco will not be integrated successfully; (iv) changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters; (v) the potential of the combined company’s technology platform; (vi) the combined company’s ability to achieve increased market acceptance for its product and service offerings and penetrate new markets; (vii) the ability of the combined company to protect its intellectual property rights; (viii) competition from other providers and products; (ix) the combined company’s exposure to additional scrutiny and increased expenses as a result of being a public company that is no longer a small reporting issuer; and (x) the combined company’s ability to identify and complete acquisitions, manage growth and integrate future acquisitions.

In addition, various important risks and uncertainties affecting Majesco may cause the actual results of Majesco to differ materially from the results indicated by the forward-looking statements in this press release, including, without limitation: (i) the financial condition, financing requirements, prospects and cash flow of Majesco; (ii) expectations regarding potential growth and ability to implement short and long-term strategies; (iii) the risk of loss of strategic relationships; (iv) Majesco’s ability to compete successfully; (v) dependence on a limited number of key customers; (vi) worldwide political, economic or business conditions; (vii) changes in technology; (viii) changes in laws or regulations affecting the insurance industry in particular; (ix) restrictions on immigration; (x) the inability to achieve sustained profitability; (xi) the ability to obtain, use or successfully integrate third-party licensed technology; (xii) the ability and cost of retaining and recruiting key personnel or the risk of loss of such key personnel; (xiii) the ability to attract new clients and retain them and the risk of loss of large customers; (xiv) continued compliance with evolving laws; (xv) ability to maintain or protect intellectual property; (xvi) unauthorized disclosure of sensitive or confidential client and customer data and cybersecurity; (xvii) ability of our customers to internally develop new inventions and competitive products; and (xviii) diversion of management’s attention to the merger rather than regular operation of the business.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Majesco disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law.

Majesco Contact:
Majesco
Ashwin Rodrigues
Director — Global Marketing
Phone: +1-646-731-1078
Email: ashwin.rodrigues@majesco.com