-----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, D+TTTHuf+Bgdwyx/zm9FWBI5Y2K/xVTtJXiR1aCmE9BFc9IF4JRLoJ6d9QGN4yo6 4bh6W85K2bKFYrATMVyAdw== 0000919567-02-000143.txt : 20021029 0000919567-02-000143.hdr.sgml : 20021029 20021029151822 ACCESSION NUMBER: 0000919567-02-000143 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021029 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42937 FILM NUMBER: 02801336 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 COMPUTER SYSTEMS INC DATE OF NAME CHANGE: 19920407 FORMER COMPANY: FORMER CONFORMED NAME: WARNER INSURANCE SERVICES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RENAISSANCE US GROWTH & INCOME TRUST PLC CENTRAL INDEX KEY: 0001080731 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SINCLAIR HENDERSON LTD STREET 2: 23 CATHEDRAL YARD, EXETER CITY: DEVON EX BUSINESS PHONE: 2148918294 MAIL ADDRESS: STREET 1: C/O SINCLAIR HENDERSON LTD STREET 2: 23 CATHEDRAL YARD, EXETER EX1 HB CITY: DEVON SC 13D/A 1 sc13da3-10252002.txt AMENDMENT #3 - 10/25/2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 Cover-All Technologies, Inc. ------------------------------------------------------------------------------ (Name of Issuer) Common Stock ------------------------------------------------------------------------------ (Title of Class of Securities) 222892101 ------------------------------------------------------------------------------ (CUSIP Number) Russell Cleveland Renaissance Capital Group, Inc. 8080 N. Central Expressway, Suite 210, LB-59 Dallas, Texas 75206-1857 (214) 891-8294 ------------------------------------------------------------------------------ (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) October 25, 2002 ------------------------------------------------------------------------------ (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box [ ]. (Continued on following pages) CUSIP No. 45812J101 13D - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NUMBER BFS US Special Opportunities Trust PLC None - Foreign - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS WC - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION England - ------------------------------------------------------------------------------ NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER 3,645,000 - ------------------------------------------------------------------------------ 8. SHARED VOTING POWER None ------------------------------------------------------------------------ 9. SOLE DISPOSITIVE POWER 3,645,000 ------------------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER None - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,645,000 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.30% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON IV CUSIP No. 45812J101 13D - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NUMBER Renaissance US Growth & Income Trust PLC None - Foreign - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS WC - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION England - ------------------------------------------------------------------------------ NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER 3,645,000 ----------------------------------------------------------------------- 8. SHARED VOTING POWER None ----------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 3,645,000 ----------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER None - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,645,000 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.30% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON IV Item 1. Security and Issuer. This statement relates to the Common Stock ("Common Shares") of Cover-All Technologies, Inc. ("Cover-All" or the "Company"). The principal executive offices of the Company are located at 18-01 Pollitt Drive, Fair Lawn, NJ 07410. Item 2. Identity and Background. (a) This Statement is filed by BFS US Special Opportunities Trust PLC ("BFS US"), and Renaissance US Growth Investment Trust PLC (formerly named Renaissance US Growth & Income Trust PLC)("Renaissance PLC"); BFS US and Renaissance PLC, collectively (the "Reporting Persons"). Renaissance Capital Group, Inc., a Dallas, Texas, firm that is registered as an Investment Adviser under the Investment Adviser Act of 1940, is the Investment Adviser for BFS US and the Investment Manager for Renaissance PLC. Russell Cleveland, President & CEO of Renaissance Capital Group, Inc., serves on the Company's Board of Directors. Certain information concerning the directors and executive officers of the Reporting Persons is set forth on Attachment 1 attached hereto and incorporated herein by reference. (b) BFS US is an investment trust organized under the laws of England and Wales. Its address in the United States is c/o Renaissance Capital Group, Inc., Investment Adviser, 8080 N. Central Expressway, Suite 210, LB-59, Dallas, Texas 75206-1857. Renaissance PLC is an investment trust organized under the laws of England and Wales. Its address in the United States is c/o Renaissance Capital Group, Inc., Investment Manager, 8080 N. Central Expressway, Suite 210, LB-59, Dallas, Texas 75206-1857. The business addresses of the directors and executive officers of the Reporting Persons are set forth on Attachment 1 to this Statement and incorporated herein by reference. (c) BFS US was organized to carry on the business of an investment trust company and to undertake all kinds of trust and agency business, including but not limited to investing in emerging or undervalued U.S. public companies. Renaissance PLC is engaged in the business of investing principally in emerging or undervalued U.S. public companies. (d) Neither any of the Reporting Persons nor, to the best knowledge of such persons, any person named in Attachment 1 to this Statement, has been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors). (e) Neither any of the Reporting Persons nor, to the best knowledge of such persons, any person named in Attachment 1 to this Statement, was during the last five years 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 Page 4 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) All persons named on Attachment 1 to this Statement are citizens of the United States or the United Kingdom, as indicated on such Attachment. Item 3. Source and Amount of Funds or Other Consideration. On October 25, 2002, BFS US purchased 95,000 shares of the Company's common stock in the open market. The total amount of funds required by BFS US to acquire the securities reported in Item 5(a) was $1,075,061. The source of such funds was capital of BFS US. On October 25, 2002, Renaissance PLC purchased 95,000 shares of the Company's common stock in the open market. The total amount of funds required by Renaissance PLC to acquire the securities reported in Item 5(a) was $1,075,061. The source of such funds was capital of Renaissance PLC. Item 4. Purpose of Transaction. The Reporting Persons each acquired beneficial ownership of the Common Stock reported in Item 5(a) both in the ordinary course of business for investment purposes. Neither of the Reporting Persons has any present plans or proposals which relate to or would result in any transaction, change, or event specified in clauses (a) through (j) of Item 4 of the Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) (1) The Common Shares beneficially owned by BFS US are comprised of 2,333,333 shares of Common Stock issuable upon conversion of the 2001 BFS US Debenture; 50,000 shares of Common Stock issuable upon exercise of warrants; 1,666,667 shares of Common Stock issuable upon conversion of the 2002 BFS US Debenture; and 95,000 shares of Common Stock purchased in the open market. The Common Shares beneficially owned by Renaissance PLC are comprised of 2,333,333 shares of Common Stock issuable upon conversion of the 2001 Renaissance PLC Debenture; 50,000 shares of Common Stock issuable upon exercise of warrants; 1,666,667 shares of Common Stock issuable upon conversion of the 2002 Renaissance PLC Debenture; and 95,000 shares of Common Stock purchased in the open market. (2) Under SEC rules, as of the date of this filing, BFS US beneficially owns 3,645,000 Common Shares, and Renaissance PLC beneficially owns 3,645,000 Common Shares. The Reporting Persons beneficially own 7,290,000 Common Shares. Based upon information filed with the Securities and Exchange Commission, the Common Shares beneficially owned by BFS US, Renaissance PLC, and together represent approximately 19.30%, 19.30%, and 32.49%, respectively, of the outstanding Common Stock of the Company. The foregoing percentages are calculated based on the 15,335,718 shares of Common Stock reported to be outstanding by Cover-All on its quarterly report on Form 10-Q. BFS US and Renaissance PLC disclaim that they are members of a group. Page 5 (b) Number of shares as to which BFS US has: (i) Sole power to vote or to direct the vote 3,645,000 (ii) Shared power to vote or to direct the vote None (iii) Sole power to dispose or to direct the disposition of 3,645,000 (iv) Shared power to dispose or to direct the disposition of None (b) Number of shares as to which Renaissance PLC has: (i) Sole power to vote or to direct the vote 3,645,000 (ii) Shared power to vote or to direct the vote None (iii) Sole power to dispose or to direct the disposition of 3,645,000 (iv) Shared power to dispose or to direct the disposition of None (c) Except as otherwise provided in this filing or as previously reported, neither of the Reporting Persons or their affiliates have effected any transactions in the Common Stock of Cover-All during the past 60 days. (d) Not applicable (e) Not applicable Page 6 Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1(k) SIGNATURES After reasonable inquire and to the best of their individual knowledge and belief, the signatories below certify that the information set forth in this statement is true, complete, and correct as of this 29th day of October, 2002. Page 7 The persons whose signatures appear below agree that this statement on Schedule 13D is filed on behalf of each of them. BFS US SPECIAL OPPORTUNITIES TRUST PLC By: /S/ Russell Cleveland Name: Russell Cleveland Title: Director RENAISSANCE US GROWTH & INCOME TRUST PLC By: /S/ Russell Cleveland Name: Russell Cleveland Title: Director Page 8 ATTACHMENT 1 The name. business address. and principal occupation of the directors and executive officers of BFS US are as follows: DIRECTORS Principal Name Business Address Occupation Lord Lang of Monkton c/o Sinclair Henderson Limited Director 23 Cathedral Yard Exeter EX11HB Russell Cleveland c/o Sinclair Henderson Limited Director 23 Cathedral Yard Exeter EX11HB Ernest John Fenton c/o Sinclair Henderson Limited Director 23 Cathedral Yard Exeter EX11HB Anthony Arthur Reid c/o Sinclair Henderson Limited Director 23 Cathedral Yard Exeter EX11HB William Weeks Vanderfelt c/o Sinclair Henderson Limited Director 23 Cathedral Yard Exeter EX11HB OFFICERS None Page 9 The name, business address, and principal occupation of the directors and executive officers of Renaissance PLC are as follows: DIRECTORS Principal Name Business Address Occupation Michael B. Cannan c/o Sinclair Henderson Limited Director 23 Cathedral Yard Exeter EX11HB Russell Cleveland c/o Sinclair Henderson Limited Director 23 Cathedral Yard Exeter EX11HB Ernest J. Fenton c/o Sinclair Henderson Limited Director 23 Cathedral Yard Exeter EX11HB Lord Mark Fitzalan Howard OBE c/o Sinclair Henderson Limited Director 23 Cathedral Yard Exeter EX11HB C. A. Rundell, Jr. c/o Sinclair Henderson Limited Director 23 Cathedral Yard Exeter EX11HB William W. Vanderfelt c/o Sinclair Henderson Limited Director 23 Cathedral Yard Exeter EX11HB OFFICERS None Page 10 -----END PRIVACY-ENHANCED MESSAGE-----