-----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, HI+DgKIkLf9UbCPF8qmKc11MzvjH/Cs9SjIoHt7gKVIeNXlsCmtnq84zsJEgNUXv IKV4shrYQ4z3dtEzTzlDlw== 0000950150-96-000575.txt : 19960619 0000950150-96-000575.hdr.sgml : 19960619 ACCESSION NUMBER: 0000950150-96-000575 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 REFERENCES 429: 033-96064 FILED AS OF DATE: 19960618 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUARTERDECK CORP CENTRAL INDEX KEY: 0000707668 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954320650 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-04606 FILM NUMBER: 96582337 BUSINESS ADDRESS: STREET 1: 13160 MINDANAO WAY CITY: MARINA DEL REY STATE: CA ZIP: 90292 BUSINESS PHONE: 3103093700 MAIL ADDRESS: STREET 1: 13160 MINDANAO WAY CITY: MARINA DEL RAY STATE: CA ZIP: 90292 FORMER COMPANY: FORMER CONFORMED NAME: QUARTERDECK OFFICE SYSTEMS INC DATE OF NAME CHANGE: 19940510 S-3/A 1 AMENDMENT NO. 1 TO S-3 1 As filed with the Securities and Exchange Commission on June 18, 1996 Registration No. 333-04606 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 __________________________________ QUARTERDECK CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 95-4320650 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) __________________________________ 13160 Mindanao Way Marina del Rey, California 90292 (310) 309-3700 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) _____________________________________ BRADLEY D. SCHWARTZ, ESQ. Senior Vice President and General Counsel Quarterdeck Corporation 13160 Mindanao Way Marina del Rey, California 90292 (310) 309-3700 (Name, address, including zip code and telephone number, including area code, of agent for service) __________________________________ COPY TO: DHIYA EL-SADEN, ESQ. Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California 90071-3197 (213) 229-7000 __________________________________ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [x] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement from the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.[ ] CALCULATION OF REGISTRATION FEE(1)
============================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED UNIT(2) PRICE(2) FEE(3) - ------------------------------------------------------------------------------------------------------------------------------ Common Stock ($.001 par value) . . . . . . . . . . 797,618 shares $9.812 $7,826,228 $2,699 ==============================================================================================================================
(1) This Registration Statement also relates to 4,787,355 shares of Registrant's Common Stock previously registered on Form S-3 (Registration No. 33-96064) for which filing fees in the aggregate amount of $29,608.83 were previously paid. (2) Estimated solely for the purpose of determining the registration fee. Calculated on the basis of the average of the high and low reported prices of the Registrant's Common Stock on the Nasdaq National Market on June 14, 1996. (3) The Registrant previously paid a filing fee of $13,616 in connection with the registration of 2,600,000 shares of Common Stock. THE REGISTRATION HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY IT EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. PURSUANT TO RULE 429, THE PROSPECTUS CONTAINED HEREIN ALSO RELATES TO SHARES OF THE REGISTRANT'S COMMON STOCK PREVIOUSLY REGISTERED ON FORM S-3 (REGISTRATION STATEMENT NO. 33-96064). 2 Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities. In any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any State. SUBJECT TO COMPLETION, DATED JUNE 18, 1996 PROSPECTUS QUARTERDECK CORPORATION COMMON STOCK ($.001 PAR VALUE) 8,184,973 SHARES This Prospectus relates to 8,184,973 shares of Common Stock, par value $.001 per share ("Common Stock"), of Quarterdeck Corporation, a Delaware corporation (the "Company"), which may be offered for sale from time to time by the stockholders of the Company listed herein under "Selling Stockholders" (the "Selling Stockholders"). The shares of Common Stock offered hereby (hereinafter, the "Securities") were issued to the Selling Stockholders in connection with the acquisition by the Company of various businesses and certain assets. The Company is registering the Securities pursuant to the terms of certain Registration Rights Agreements (the "Registration Rights Agreements") between the Company and certain of the Selling Stockholders in order to provide the holders thereof with freely tradeable securities, but the registration of the Securities does not necessarily mean that all or any of the Securities will be sold by the Selling Stockholders. The Company will not receive any of the proceeds from the sale of the Securities. The Company will pay all of the expenses associated with the registration of the Securities, estimated to be approximately $200,000. The Selling Stockholders will pay the other costs, if any, associated with any sale of the Securities. See "Risk Factors" beginning on page 3 for certain considerations relevant to an investment in the Securities. The Common Stock is quoted on the Nasdaq National Market under the symbol "QDEK." On June 14, 1996, the last reported sale price per share of the Common Stock, as quoted on the Nasdaq National Market, was $9.812. ________________________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is , 1996. 3 AVAILABLE INFORMATION The Company has filed Registration Statements on Form S-3 (the "Registration Statements"), File Nos. 33-96064 and 333-4606, with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), covering the Securities covered by this Prospectus. This Prospectus omits certain information and exhibits included in the Registration Statements, copies of which may be obtained upon payment of a fee prescribed by the Commission or may be examined free of charge at the principal office of the Commission in Washington, D.C. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information filed with the Commission by the Company can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the Commission located at 500 West Madison Street, Room 1400, Chicago, Illinois 60606 and at the Jacob K. Javits Federal Building, 75 Park Place, New York, New York 10278. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission are by this reference incorporated in and made a part of this Prospectus: (i) the Annual Report on Form 10-K for the fiscal year ended September 30, 1995, File No. 0-19207; (ii) the Quarterly Reports on Form 10-Q for the quarters ended December 31, 1995 and March 31, 1996, File No. 0-19207; (iii) the Registration Statement on Form 8-A filed April 26, 1991; (iv) the Current Reports on Form 8-K dated December 29, 1995, March 28, 1996 and June 13, 1996 and Current Report on Form 8-K/A dated March 28, 1996, and (v) all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that all Securities offered hereby have been sold or which deregisters all Securities then remaining unsold. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. Copies of all documents that are incorporated herein by reference (not including the exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents or into this Prospectus) will be provided without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, upon a written or oral request to Quarterdeck Corporation, Attention: Corporate Secretary, 13160 Mindanao Way, Third Floor, Marina del Rey, California 90292, telephone number (310) 309-3700. 2 4 THE COMPANY The Company develops, markets and supports computer software products in two strategic business areas: utilities and Internet. The Company's utility products enhance the performance of personal computers running Microsoft Windows 3.x, Windows 95, Windows NT and DOS software. The Company's Internet division focuses on products and services relating to information management, communications/collaboration and web-enabling solutions. The Company was incorporated in California in 1982 as Quarterdeck Office Systems. In June 1991, the Company changed its state of incorporation from California to Delaware and in February 1995 changed its name to Quarterdeck Corporation. The principal offices of the Company are located at 13160 Mindanao Way, Third Floor, Marina del Rey, California 90292, telephone number (310) 309-3700. RISK FACTORS The Securities offered hereby are speculative in nature and involve a high degree of risk. In addition to the other information included elsewhere in this Prospectus, the following factors should be considered carefully in evaluating an investment in the Securities offered by this Prospectus. DEPENDENCE ON NEW PRODUCTS AND ADAPTATION TO TECHNOLOGICAL CHANGE The computer software industry is subject to rapid technological change often evidenced by new competing products and improvements in existing products. The Company depends on the successful development of new products, including upgrades of existing products, to replace revenues from products introduced in prior years that have begun to experience reduced revenues. If the Company's leading products become outdated and lose market share or if new products or existing product upgrades are not introduced when planned or do not achieve the revenues anticipated by the Company, the Company's operating results could be materially adversely affected. Even with normal development cycles, the market environment can change so quickly that features in certain products can become outdated soon after market introduction. These events may occur in the future and may have an adverse effect on future revenues and operating results. Many of the Company's existing products supplement and enhance Windows 3.x and the DOS operating system by providing multitasking and memory management capabilities. Microsoft Windows 95, which was released in August 1995, integrates a 32-bit version of Windows with DOS. As application programs and device drivers are developed to take advantage of this 32-bit operating environment, they are expected to lack certain of the memory limitations inherent in current versions of DOS and Windows and in DOS-based applications. With the introduction of Windows 95, the software market is experiencing a shift to this new platform. The Company is focusing its development efforts on Windows 95 and Windows NT, while continuing to support Windows 3.x and DOS platforms. In September 1995, the Company released several new utility products for Windows 95, including memory compression (MagnaRAM), diagnostics (WINProbe) and disk management (CleanSweep). QEMM, the Company's leading memory management product, has been upgraded to version 8; QEMM 8 enhancements include new memory solutions and reporting utilities for Windows 3.x and Windows 95, as well as continued support for DOS systems. It is the Company's expectation that memory management products will continue to be needed on Windows 95, but that memory management has experienced a shift from 16-bit DOS device driver management (older versions of QEMM) to complex solutions such as memory compression and better use of virtual memory (QEMM 8). 3 5 The Company is devoting substantial efforts to the development of software products that are designed to operate on Microsoft's Windows 95 and Windows NT. Should the Company not be able to continue to develop products successfully and timely that function under Windows 95 and Windows NT, and offer perceived value to Windows 95 and Windows NT users, future revenues would be adversely affected. There can be no assurance that QEMM 8 or the Company's other utility products for Windows 95 and Windows NT will be commercially successful. The Company is also focusing significant efforts on products for the telecommunications and collaborative computing and Internet markets and expects that a significant portion of future revenues will come from these products. The revenues from such new products may be less than the Company anticipates due to various factors including the timing of release in relation to competitive products, and uncertainties surrounding the rate and extent of development of these new and emerging markets. The Company's Internet-related products are dependent upon the viability and continued growth of the Internet, and its expanded use by businesses and individuals for networking and communications. COMPETITION The personal computer market is intensely competitive, subject to strategic alliances of hardware and software companies and characterized by rapid changes in technology and frequent introductions of new products and features. The Company's competitors include developers of operating systems, applications and utility software vendors and personal computer manufacturers that develop their own software products. The Company's current revenues and profitability are dependent on the viability of the Microsoft Windows and DOS operating systems and, with respect to the Company's Internet and telecommunications and collaborative computing products, the continued viability and growth of the Internet, the World Wide Web as well as the X Window System market. The Company expects to encounter continued competition both from established companies and from new companies that are now developing, or may develop, competing products. Many of the Company's existing and potential competitors have financial, marketing and technological resources significantly greater than those of the Company. The Company's memory management and other utility products compete directly with the memory management and utility features of Microsoft Windows 95 as well as Microsoft Windows 3.x and DOS, as well as with other third-party memory management products and other utility software products. The Company's telecommunications and collaborative computing products compete with other telecommunications and collaborative computing and other PC X server products from other third-party software vendors. These competitive products are frequently bundled with computer hardware as well as with operating system software. Future competitive product releases may cause disruptions in orders for the Company's products while users and the marketplace evaluate the competitive products. The extent of the disruption in orders and the impact on future orders of the Company's products will depend on various factors that are not fully known at this time, including the level of functionality, performance and features included in the final release of these competitive products and the market's evaluation of competitive products compared to the then current functionality, performance and features of the Company's products. The Company's Internet-related products compete with Internet access, creation and server tools from a variety of companies, including Netscape Communications Corporation and other connectivity, networking and Internet software application developers, Internet access providers and other on-line service providers, as well as operating system vendors, including Microsoft and IBM. The original Mosaic browser developed by the National Center for Supercomputing Applications is made available to be downloaded in electronic format for free from the Internet. Certain competitors have also made versions of their Internet access, creation and server products available on the Internet for users to download at no charge or for extended evaluation. In addition, the market for Internet products may be adversely impacted to the extent that vendors of PC hardware or PC operating systems incorporate Internet tools, functions or capabilities within their operating systems or PC hardware and thereby reduce the market for stand-alone Internet products. 4 6 The Company is dedicating substantial efforts on products and services for the telecommunications and collaborative computing and Internet markets and expects that a significant portion of future revenues will come from these products and services. The revenues from such new products and services may be less than the Company anticipates due to various factors including the timing of release in relation to competitive products and services, and uncertainties surrounding the rate and extent of development of these new and emerging markets. The Company's Internet-related products and services are dependent upon the viability and continued growth of the Internet, and its expanded use by businesses and individuals for networking and communications. The Company anticipates that the type and level of competition experienced to date will continue and may increase and that future sales of its products will be dependent upon the Company's ability to timely and successfully develop or acquire new products or enhanced versions of its existing products for Windows 95 and Windows NT, Apple Macintosh and/or other operating systems that may gain market acceptance, and to demonstrate to the user a need for the Company's products while developers of operating systems and competitive software products continue to enhance their products. To the extent that operating system enhancements, competitive products or bundling of competitive products with operating systems or computer hardware reduce the number of users who perceive a benefit from the Company's products, sales of the Company's products in the future would be adversely impacted. FLUCTUATIONS IN OPERATING RESULTS AND STOCK PRICE The Company's future operating results and stock price could be subject to significant fluctuations and volatility. The Company's revenues and quarterly operating results may experience significant fluctuations and be unpredictable as the result of a number of factors including, among others, introduction of new or enhanced products by the Company or its competitors, rapid technological changes in the Company's markets, seasonality of revenues, changes in operating expenses and general economic conditions. The Company's pattern of revenues and earnings may also be affected by the phenomenon known as "channel fill." Channel fill occurs following the introduction of a new product or a new version of a product as distributors buy significant quantities of the new product or version in anticipation of sales of such product or version. Following such purchases, the rate of distributors' purchases often declines, depending on the rates of purchases by end users or "sell-through." The phenomenon of "channel fill" may also occur in anticipation of price increases or in response to sales promotions or incentives, some of which may be designed to encourage customers to accelerate purchases that might otherwise occur in later periods. Channels may also become filled simply because the distributors are unable to, or do not, sell their inventories to retail distribution or end users as anticipated. If sell-through does not occur at a sufficient rate, distributors will delay purchases or cancel orders in later periods or return prior purchases in order to reduce their inventories. In addition, between the date the Company announces a new version or new product and the date of release, distributors, dealers and end users often delay purchases, cancel orders or return products in anticipation of the availability of the new version of the product. Such order delays or cancellations can cause material fluctuations in revenues from one quarter to the next. Net revenues may be materially affected favorably or adversely by these effects. The Company's net revenues and net income (loss) have fluctuated significantly from year to year since the Company's initial public offering in June 1991. For example, the Company announced on June 13, 1996, that it expects to report sharply lower sales and a substantial operating loss for the fiscal quarter ending June 30, 1996. Due to the inherent uncertainties in software development and in the microcomputer software industry, operating results for any period are not necessarily indicative of results to be expected in future periods. The Company also has experienced wide fluctuations in its stock price and may be subject to significant fluctuations in the future over a short period of time. The trading price of the Common Stock increased from approximately $3.00 in January 1995 to a high of approximately $39.00 in December 1995 to a low of approximately $12.00 in April 1996. Fluctuations may be due to factors specific to the Company, to changes in analysts' estimates, or to factors affecting the computer industry or the securities markets in general. In addition, any decrease in revenues or quarterly results, or failure to meet market expectations, could have an immediate and significant adverse effect on the trading price of the Common Stock in any given period. 5 7 MANAGEMENT OF ACQUISITIONS AND GROWTH Since June 1995, the Company has consummated acquisitions of six companies and of the intellectual property assets of a seventh company. The Company's business plan includes additional acquisitions in the future. While these acquisitions have broadened the Company's product portfolio and sales distribution channels, the acquisitions have resulted in the Company's competing with companies and in markets where it has not previously competed. As a result, there is uncertainty regarding customer acceptance of the combined products. There can be no assurance that the Company will be successful in realizing benefits from a broadened product portfolio and sales distribution channels. In addition, the Company's success will depend in part on its ability to integrate the operations and businesses of the acquired companies, and its ability to utilize effectively acquired intellectual property. SUBSTANTIAL DEPENDENCE ON DISTRIBUTION CHANNELS A substantial portion of the Company's domestic and international sales are made through a limited number of personal computer hardware and software distributors which represent the Company on a non-exclusive basis. If the Company were to lose all or a significant portion of the revenue attributable to any of its principal distributors, or if its principal distributors were to lose sales of the Company's products to any of their principal accounts, the loss could have a material adverse affect on the Company's operating results. In addition, there has been a trend toward consolidation of distributors of personal computer hardware and software products. A reduction in the number of software distributors will increase the Company's dependence upon its major distributors and could affect their willingness to distribute and promote products of the Company. PRODUCT RETURNS Like other manufacturers of package software products, the Company is exposed to the risk of product returns from distributors and reseller customers. Although the Company believes that it provides adequate allowances for returns, there can be no assurance that actual returns in excess of recorded allowances will not result in a material adverse effect on business, operating results and financial condition. DEPENDENCE ON AND INTENSE COMPETITION FOR KEY PERSONNEL Recruitment of personnel in the computer software industry is highly competitive. The Company's success depends to a significant extent upon the performance of its executive officers and other key personnel. The loss of the services of any of these individuals could have a material adverse effect on the Company. The Company's future success will depend in part upon its continued ability to attract and retain highly qualified personnel. There can be no assurance that the Company will be successful in attracting and retaining such personnel. PATENTS AND PROPRIETARY INFORMATION The Company relies on a combination of trade secret, patent, copyright and trademark laws, and license agreements to protect its rights to its products. The Company holds two United States patents relating to memory management, one of which expires in 2010 and the other of which expires in 2011. The Company believes that its software products are proprietary and protects them with copyrights, trade secrets and non-disclosure agreements. The Company provides its products to end users under a non-exclusive, non-transferable license. Under the Company's current form of software license agreement, software is to be used solely for internal operations on designated computers at specified sites. The ability of software companies to enforce such licenses has not been finally determined and there can be no assurance that misappropriation will not occur. The Company's trademark and service mark rights include rights associated with its use of its trademarks and servicemarks, and rights obtained by registrations of its trademarks and servicemarks ("marks"). The Company has applied for or obtained United States trademark registrations for certain marks and has applied for or obtained registrations in various international jurisdictions. The use and registration rights of the Company for its marks do not assure that the Company has superior rights to others that may have registered or used identical or related 6 8 marks on related goods or services, nor that such registrations or uses will not be used to attempt to foreclose use of a particular mark by the Company. The extent to which U.S. and foreign copyright and patent laws protect software as well as the enforceability of end-user licensing agreements has not been fully determined. In addition, changes in the interpretation of copyright and patent laws could expand or reduce the extent to which the Company or its competitors are able to protect their software and related intellectual property. Because the computer industry is characterized by technological changes, the policing of the unauthorized use of computer software is a difficult task. Software piracy is expected to continue to be a persistent problem for the packaged software industry. Despite steps taken by the Company to protect its software products, third parties still make unauthorized copies of the Company's products for their own use or for sale to others. These concerns are particularly acute in certain international markets. The Company believes that the knowledge, abilities and experience of its employees, its timely product enhancements and upgrades and the availability and quality of its support services provided to users are more significant factors in protecting its software products than patent, trade secret and copyright protection laws. GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES There are currently few laws or regulations directly applicable to access to or commerce on the Internet. However, due to the increasing popularity and use of the Internet, it is possible that a number of laws and regulations may be adopted with respect to the Internet. Such laws and regulations may cover issues such as user privacy, pricing and characteristics and quality of products and services. The Telecommunications Act of 1996 (the "1996 Act"), which was recently enacted and the judicial interpretation of which is uncertain, imposes criminal penalties for transmission of or allowing access to certain obscene communications over the Internet and other computer services and contains additional provisions intended to protect minors. In addition, America's Carriers Telecommunication Association ("ACTA") recently filed a Petition for Declaratory Ruling Special Relief, and Institution of Rulemaking (the "ACTA Petition") before the Federal Communications Commission ("FCC"), arguing that the FCC has authority to regulate the Internet and, as such, should regulate, as the telecommunications carriers, providers of computer software products (such as the Company) which enable voice transmission over the Internet. The ACTA Petition requests the FCC to declare its authority over interstate and international telecommunications services using the Internet, to order providers of the aforementioned software to cease the sale of such software pending a rulemaking, and to institute a rulemaking body to govern the use of the Internet as a means for providing telecommunications services. The enactment of the 1996 Act, and of any similar laws or regulations in the future, may decrease the growth or use of the Internet, which could in turn decrease the demand for the Company's services and products and increase the Company's cost of doing business or otherwise have an adverse effect on the Company's business, operating results and financial condition. INTERNATIONAL OPERATIONS The Company has operations in various foreign locations. International operations are subject to certain risks common to international activities, such as changes in foreign governmental regulations, tariffs and taxes, export license requirements, the imposition of trade barriers, difficulties in staffing and managing foreign operations, and political and economic instability. The Company conducts business in various foreign currencies and is therefore subject to the transaction exposures that arise from foreign exchange rate movements between the dates that foreign currency transactions are recorded and the date that they are consummated. The Company is also subject to certain exposures arising from the translation and consolidation of the financial results of its foreign subsidiaries. The Company utilizes operational hedging to the extent possible to mitigate the Company's transaction exposures. The Company has also hedged residual transaction exposures through the use of forward foreign exchange contracts. However, there can be no assurance that actions taken to manage such exposure will be successful or that future changes in currency exchange rates will not have a material impact on the Company's future operating results. The Company does not hedge either its translation risk or its economic risk. 7 9 INTENTION REGARDING PAYMENT OF COMMON STOCK DIVIDENDS The Company currently retains all of its earnings for use in the expansion and operation of its business, and does not anticipate paying any cash dividends in the foreseeable future. There can be no assurance that the Company will pay cash dividends at any time, or that the failure to pay dividends for a period of time will not adversely affect the market price of the Common Stock. DILUTION The Company has made, and anticipates that it may make in the future, acquisitions using shares of the Common Stock. An acquisition using shares of the Common Stock would have the effect of reducing the percentage ownership of the Company by each pre-acquisition stockholder. SELLING STOCKHOLDERS Except for the stockholders specified below, the Selling Stockholders listed below received their shares of Common Stock in connection with the Company's acquisition of Landmark Research International Corporation ("Landmark"), Internetware, Inc. ("Internetware"), Mango Systems, Inc. ("Mango"), StarNine Technologies, Inc. ("StarNine"), and Datastorm Technologies, Inc. ("Datastorm") by way of mergers (the "Mergers") of wholly owned subsidiaries of the Company with and into Landmark, Internetware, Mango, StarNine and Datastorm, respectively. Stefan Sharkansky, Ira Sharkansky, Jonathan Carey and Kari Dubbelman received their shares of Common Stock in connection with the Company's acquisition of the intellectual property assets of Prospero. Pinnacle Software, Inc. ("Pinnacle") received its shares in connection with the Company's acquisition of the intellectual property assets of Pinnacle. Future Labs, Inc. ("Future Labs") received 663,768 shares of Common Stock (the "Future Lab Shares") in connection with the Company's acquisition of substantially all of the assets of Future Labs. Future Labs intends to distribute, in one or more transactions, the Future Lab Shares to its shareholders on a pro rata basis and to dissolve. After such distribution, the persons listed below as shareholders of Future Labs will be Selling Stockholders of up to the number of shares of Common Stock set forth opposite their respective names. Michael Siewruk transferred 1,038,906 shares of Common Stock to Siewruk Holdings Limited Partnership and Warren White transferred 990,120 from the Warren R. White Revocable Living Trust to the White Cloud Nine Venture Limited Partnership. In connection with the settlement of certain litigation and claims relating to the consummation of the acquisition of Landmark by the Company, Mr. Siewruk transferred 26,667 shares of Common Stock to Bruce D. Milne and 13,333 shares of Common Stock to Theodore Feierstein. As part of the Mergers and pursuant to the terms of the Registration Rights Agreements, the Company agreed to use its best efforts to register the Common Stock issued to the Selling Stockholders in connection with the acquisitions for offer or sale to the public. The registration of the Securities, however, does not necessarily mean that all or any of the Securities will be sold by the Selling Stockholders. Except as otherwise noted, the Shares offered represent all Shares owned by the respective Selling Stockholders. 8 10
Shares Shares Selling Stockholder Offered Hereby Selling Stockholder Offered Hereby ------------------- -------------- ------------------- -------------- W. Bruce Barkelew 1,172,550(1) Christopher M. Haight 1,151 Thomas R. Smith 1,172,550(1) Peter Michael Uehlin 1,535 White Cloud Nine Venture Ruth Mohanram 1,053 Limited Partnership 990,120 Siewruk Holdings Limited Scott Steward 1,000 Partnership 963,906 Future Labs, Inc. 663,768 Peter J. Love 767 Stephen P. Monaco 254,900(1) Andrew McLaughlin 767 Christine Hudson 134,983 Edward A. Lejarza 767 Pinnacle Software, Inc. 133,850 Regina E. Stoeffler 767 Charles L. Rahm III 129,422 Luke Lee 479 Thomas P. Biddulph 123,965 Lisa Mann 479 Narayan Mohanram 117,064 George Cook 383 Michael P. Siewruk 113,490 James Gary Persky 249 Saroop Mathur 110,753 Alexandra Danino 230 Srinivas Sampath 82,985 Stephanie Williams 230 Charles T. Shotton, Jr. 80,620 Sanford Becker(2) 1,567 Ravinder P. Singh 78,880 John Chua(2) 238,001 Dan E. Ladermann 69,261 Walter Haefeker(2) 598 Joseph T. Kalash 57,586 Ruiqing Jiang(2) 5,947 Stefan Sharkansky 57,160 Kuni Research 32,074 International(2) James Y. Rahm 38,390 Marty Laubner(2) 1,567 Ira Sharkansky 33,690 Wan Cheong Lee(2) 598 Gwen B. Carr 28,390 Xun Li(2) 1,906 Patricia A. Rahm 19,195 Multi-Tech Systems, 16,037 Inc.(2) Jonathan Carey 16,664 Dave Myers(2) 2,675 Randall J. Zach 14,396 Christopher Nicholson(2) 1,567 Theodore Feierstein 13,333 Poh Seng Ng(2) 17,849 Bruce D. Milne 10,667 Kathleen Ping(2) 21,898 Kari Dubbelman 9,179 Lian Fui Pong(2) 18,447 Clifford A. Collins 8,158 John Porter(2) 15,387 Michael G. Stack 5,758 Jason Shih(2) 2,152 Diane D. Schulz 5,489 Stamford Investments(2) 24,055 David R. Thompson 4,606 Saw Teen Tan(2) 41,652 Michael Haas 3,839 Dan Welbaum(2) 2,377 Jay L. Gonzales 3,071 Bruce Wilson(2) 2,052 Lucia Reynoso 2,207 Workstation Technologies, 16,038 Inc.(2) Virginia Zielinski 1,919 Tomo Yamada(2) 29,751 Lawrence L. Urguhart 1,727 Min Zhu(2) 169,573
- ------------ (1) Messrs. Barkelew, Smith and Monaco own an aggregate of 2,345,100 shares, 2,345,100 shares and 509,800 shares, respectively, of Common Stock, representing approximately 8.7%, 8.7% and 1.9%, respectively, of the outstanding shares of Common Stock. (2) Shareholder of Future Labs. Shares shown as being offered hereby by such Selling Stockholder represent such person's pro rata interest in the Future Lab Shares (all of which are also shown in the foregoing table to be offered by Future Labs) that such Selling Stockholder would receive upon a distribution of all Future Lab Shares by Future Labs to its shareholders. Some or all of the Future Lab Shares may be sold prior to their distribution to the shareholders of Future Labs. 9 11 USE OF PROCEEDS The Company will not receive any of the proceeds from the sale of the Securities offered hereby. PLAN OF DISTRIBUTION Sales of the Securities offered hereby may be made on the Nasdaq National Market or the over-the-counter market or otherwise at prices and on terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The Securities may be sold in (i) a block trade in which the broker or dealer so engaged will attempt to sell the Securities as agent but may position and resell a portion of the block as principal to facilitate the transaction, (ii) transactions in which a broker or dealer acts as principal and resells the Securities for its account pursuant to this Prospectus, (iii) an exchange distribution in accordance with the rules of such exchange, and (iv) ordinary brokerage transactions and transactions in which the broker solicits purchases. In effecting sales, brokers or dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate. Certain Selling Stockholders also may, from time to time, authorize underwriters acting as their agents to offer and sell Securities upon such terms and conditions as shall be set forth in a prospectus supplement. Underwriters, brokers or dealers will receive commissions or discounts from Selling Stockholders in amounts to be negotiated immediately prior to sale. Such underwriters, brokers or dealers and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales and any discounts and commissions received by them and any profit realized by them on the resale of the Securities may be deemed to be underwriting discounts and commissions under the Securities Act. There is no assurance that any of the Selling Stockholders will offer for sale or sell any or all of the Securities covered by this Prospectus. The Company has been advised by certain of the Selling Stockholders that they or their pledgees, donees, transferees or other successors in interest may sell all, a portion of, or none of the Securities covered by this Prospectus. LEGAL MATTERS Certain legal matters will be passed upon for the Company by Gibson, Dunn & Crutcher LLP, Los Angeles, California. EXPERTS The consolidated financial statements of Quarterdeck Corporation as of September 30, 1995 and 1994, and for each of the years in the three-year period ended September 30, 1995, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. MISCELLANEOUS NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, COMMON STOCK BY ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON 10 12 MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. 11 13 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following expenses will be paid by the Company. SEC Registration Fee $16,315 NASDAQ/NMS Application Fee 17,500 Legal fees and expenses* 15,000 Accounting fees and expenses* 5,000 Blue sky fees and expenses* 2,500 Miscellaneous* 5,000 ------- TOTAL* $61,315 ======= - ---------------
* Estimated. No expenses in connection with the distribution contemplated by this Registration Statement will be borne by the Selling Stockholders. Item 15. Indemnification of Directors and Officers As permitted by Section 145 of the Delaware General Corporation Law, the Bylaws of the Registrant provide: (i) the Registrant is required to indemnify its directors and officers and may indemnify its other employees and agents, and persons serving in such capacities in other business enterprises (including, for example, subsidiaries of the Registrant) at the Registrant's request, to the fullest extent permitted by Delaware law, including those circumstances in which indemnification would otherwise be discretionary; (ii) the Registrant is required to advance expenses, as incurred, to such directors and officers and may advance expenses to such other employees and agents in connection with defending a proceeding (except that it is not required to advance expenses to a person against whom the Registrant brings a claim for breach of the duty of loyalty, failure to acting in good faith, intentional misconduct, knowing violation of law or deriving an improper personal benefit); (iii) the rights conferred in the Bylaws are not exclusive and the Registrant is authorized to enter into indemnification agreements with such directors, officers, employees and agents; (iv) the Registrant may maintain director and officer liability insurance to the extent reasonably available; and (v) the Registrant may not retroactively amend the Bylaw provisions in a way that is adverse to such directors, officers, employees and agents. The Registrant has also entered into an agreement with its directors and certain of its officers indemnifying them to the fullest extent permitted by the foregoing. These indemnification provisions, and the Indemnification Agreements entered into between the Registrant and its directors and certain of its officers, may be sufficiently broad to permit indemnification of the Registrants' officers and directors for liabilities arising under the Securities Act of 1933, as amended. The Company's 1990 Stock Plan, as amended, provides for indemnification by the Company of any committee member, officer or director administering or interpreting such plan for actions not undertaken in bad faith or fraud. II-1 14 ITEM 16. EXHIBITS The following are filed as exhibits to this Registration Statement:
Exhibit Number Description ----------- ----------- 5.1 Opinion and consent of Gibson, Dunn & Crutcher LLP.* 23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).* 23.2 Consent of KPMG Peat Marwick LLP, independent certified public accountants. 24.1 Power of Attorney.** - ---------------------
* To be filed by Amendment. ** Previously filed. ITEM 17. UNDERTAKINGS The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered thereby and the offerings of such securities at the time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matters has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and II-2 15 price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any additional or changed material information on the plan of distribution; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-3 16 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 13th day of June, 1996. QUARTERDECK CORPORATION By: /s/ FRANK R. GREICO _____________________________________ Frank R. Greico Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- * President and Chief Executive Officer June 13, 1996 -------------------------------------- (Principal Executive Officer) Gaston Bastiaens /s/ FRANK R. GREICO Senior Vice President and Chief Financial June 13, 1996 - --------------------------------------- Officer (Principal Financial and Accounting Frank R. Greico Officer) Chairman of the Board * Director June 13, 1996 -------------------------------------- Frank W.T. LaHaye * Director June 13, 1996 -------------------------------------- King R. Lee * Director June 13, 1996 -------------------------------------- Howard L. Morgan *By: /s/ FRANK R. GREICO ----------------------------------- Frank R. Greico Attorney in Fact
II-4 17 INDEX TO EXHIBITS
Sequentially Exhibit Numbered Number Description Page ------ ----------- ------------ 5.1 Opinion and consent of Gibson, Dunn & Crutcher LLP.* 23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).* 23.2 Consent of KPMG Peat Marwick LLP, independent certified public accountants. 24.1 Power of Attorney**
____________________________ * To be filed by Amendment. ** Previously filed. II-5 EX-23.2 2 CONSENT OF KPMG PEAT MARWICK LLP 1 The Board of Directors Quarterdeck Corporation: We consent to the incorporation by reference in the Registration Statement on Form S-3 of Quarterdeck Corporation of our report dated November 8, 1995, with respect to the consolidated balance sheets of Quarterdeck Corporation and subsidiaries as of September 30, 1995 and 1994, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended September 30, 1995, which report appears in the September 30, 1995 Annual Report on Form 10-K of Quarterdeck Corporation. We also consent to the reference to our firm under the heading "Experts" in the Prospectus. KPMG Peat Marwick LLP Los Angeles, California June 12, 1996 -----END PRIVACY-ENHANCED MESSAGE-----