-----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, CsCj74ln+x/vcTOwLQxaxyMN7Eufjhj3YJ+hl3OV2KXHlxsMq5BOzOkSsXBXsMvk 1HDefK0DjXc+0RxIbNjHJQ== 0000950135-96-003239.txt : 19960731 0000950135-96-003239.hdr.sgml : 19960731 ACCESSION NUMBER: 0000950135-96-003239 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960730 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BACHMAN INFORMATION SYSTEMS INC /MA/ CENTRAL INDEX KEY: 0000880229 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042784044 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-06087 FILM NUMBER: 96600775 BUSINESS ADDRESS: STREET 1: 8 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 6172739003 POS AM 1 CAYENNE SOFTWARE, INC. POST EFFECTIVE AMEND NO 1 1 REGISTRATION NO. 333-6087 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- CAYENNE SOFTWARE, INC. (FORMERLY BACHMAN INFORMATION SYSTEMS, INC.) (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2784044 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) ----------------- 8 NEW ENGLAND EXECUTIVE PARK BURLINGTON, MA 01803 (617) 273-9003 (Address, including zip code, and telephone number, including area code, of registrant's principal executive office) PETER J. BONI PRESIDENT AND CHIEF EXECUTIVE OFFICER CAYENNE SOFTWARE, INC. 8 NEW ENGLAND EXECUTIVE PARK BURLINGTON, MA 01803 (617) 273-9003 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------- COPIES TO: David W. Walker, Esq. Foley, Hoag & Eliot One Post Office Square Boston, Massachusetts 02109 (617) 832-1000 ---------------- This filing contains 12 sequentially numbered pages - -------------------------------------------------------------------------------- 2 Registration Statement No. 333-6087 (the "Registration Statement") covered 4,850,000 shares of Common Stock, par value $.01 per share ("Common Stock"), of Cayenne Software, Inc. (formerly Bachman Information Systems, Inc.), a Massachusetts corporation ("Cayenne"), to be issued to holders of Common Stock of Cadre Technologies Inc. ("Cadre") in connection with the merger into Cadre of a subsidiary of Cayenne (the "Merger"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement") that provided for the adjustment of the amount of Cayeene shares to be issued and the exchange ratio. The Merger was consummated on July 18, 1996. Pursuant to the Merger Agreement, the adjusted amount of Cayenne shares to be issued was determined to be 4,808,167, and the exchange ratio was determined to be 0.3088 Cayenne share for each outstanding share of Cadre. Pursuant to Rule 478 promulgated under the Securities Act of 1933, as amended (the "Act") and the undertaking contained in the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K under the Act, Cayenne hereby removes from registration the shares of Cayene Common Stock in excess of 4,808,167. At the Closing, tax opinions in the forms previously filed as Exhibits 8.1 and 8.2 to the Registration Statement were delivered. Copies of the executed opinions are filed as Exhibits with this Amendment. -2- 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS 8.1 Tax opinion of Foley, Hoag & Eliot LLP, counsel to the Registrant, as delivered 8.2 Tax opinion of Testa, Hurwitz & Thibeault, counsel to Cadre, as delivered
-3- 4 SIGNATURE Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Burlington, Massachusetts, on July 24, 1996. CAYENNE SOFTWARE, INC. By: Peter S. Boni, President and Chief Executive Officer By: /s/ Eugene J. DiDonato ----------------------------- Eugene J. DiDonato Vice President and General Counsel, Attorney-in-Fact -4- EX-8.1 2 TAX OPINION OF FOLEY, HOAG & ELIOT LLP 1 EXHIBIT 8.1 FOLEY, HOAG & ELIOT LLP ONE POST OFFICE SQUARE BOSTON, MASSACHUSETTS 02109 July 18, 1996 Bachman Information Systems, Inc. Eight New England Executive Park Burlington, Massachusetts 01803 Re: Merger of B.C. Acquisition Corp. into Cadre Technologies Inc. --------------------------------- Gentlemen: This opinion is delivered to you for the purpose of satisfying a condition set forth in Section 7.1.7 of the Agreement and Plan of Merger dated March 25, 1996 (the "Agreement") by and among Bachman Information Systems, Inc., a Massachusetts corporation ("Bachman"), B.C. Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Bachman ("Sub"), and Cadre Technologies Inc., a Delaware corporation ("Cadre"), pursuant to which Sub will merge with and into Cadre. Capitalized terms not defined herein shall have the meanings set forth in the Agreement. We are counsel to Bachman and, as such, have participated in the Merger. In providing this opinion, we have received, and have relied on, the statements, covenants, representations and warranties contained in the Agreement, the Company Affiliate Agreements, the Escrow Agreement, the representation certificates of Bachman and Sub dated July 18, 1996, of Cadre dated July 18, 1996, and of certain Stockholders delivered in connection with this opinion (collectively, the "Representation Certificates"), and such other documents as we have considered necessary or advisable in rendering this opinion. Although we have made inquiries with respect to such matters as we have considered necessary or advisable in rendering this opinion, we have not made any independent review or investigation as to factual matters in connection herewith. We have assumed for purposes hereof that (i) the copies or originals of the agreements, instruments and other documents furnished to us are accurate (if a copy) or authentic (if an original), and those that are agreements or instruments have been or will be duly executed and delivered by all parties thereto; (ii) the Merger will be consummated as set forth in the foregoing -5- 2 Bachman Information Systems, Inc. July 18, 1996 Page 2 documents, including, without limitation, the Agreement, the Parent Affiliate Agreements, the Company Affiliate Agreements, the Escrow Agreement and the Representation Certificates; (iii) the representations made in the foregoing documents or otherwise made in connection therewith are, and will continue to be, true and complete, and no default or waiver exists in connection with the foregoing documents; and (iv) no actions will be taken, no change in the foregoing documents will occur, and no other events will occur, that would have the effect of altering the facts, documents or assumptions upon which this opinion is based. We express no opinion herein with respect to the laws of any state or jurisdiction other than the federal income tax laws of the United States of America, or with respect to any issue not specifically addressed below, or with respect to whether the parties to the Merger are eligible or would receive a favorable advance ruling from the Internal Revenue Service regarding any issue addressed below. In particular, we express no opinion regarding (i) whether any Stockholder will recognize income or gain as a result of the Merger or whether any Stockholder who has provided or will provide services to Cadre, Bachman or Sub will recognize income as a result of, or in connection with, such services, and the effect of any such income, including, without limitation, the effect of any such income on the basis and holding period of Parent Stock received by such Stockholder in the Merger, (ii) other than as specifically addressed below, the corporate income tax consequences of the Merger to Bachman, Sub and Cadre, (iii) the effect, if any, of the "golden parachute" provisions of Sections 280G, 3121 and 4999 of the Code, the alternative minimum tax provisions of Sections 55, 56 and 57 of the Code, or the provisions of Sections 305, 306, 357 and 424 of the Code, and the adjusted basis of any equity interest in Cadre held by Bachman after the Merger, (iv) the corporate income tax consequences to Bachman, Sub and Cadre of any transactions entered into in connection with or contemporaneously with the Merger, (v) the effect of the Merger on any federal income tax attributes or elections of Bachman, Sub and Cadre, (vi) the effect of the Merger on any transaction in which Cadre stock or any option, warrant, escrowed stock, convertible security, contractual right or other right to acquire Cadre stock was received, and (vii) the income tax consequences of the Merger that may be relevant to particular classes of Cadre Stockholders, such as dealers in securities and foreign persons. The following opinions are based on present provisions of the Code, final and temporary Treasury regulations thereunder, administrative interpretations thereof and court decisions. Consequently, future changes in the Code, Treasury regulations or administrative interpretations thereof, or future court decisions, might result in federal income tax consequences that are materially different from that described herein, and might apply retroactively to transactions previously consummated. -6- 3 Bachman Information Systems, Inc. July 18, 1996 Page 3 Based upon and subject to the foregoing, it is our opinion that, for federal income tax purposes: 1. The Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, with each of Bachman, Sub and Cadre qualifying as a "party to the reorganization" under Section 368(b) of the Code. 2. Bachman and Sub will not recognize material amounts of gain or loss solely as a result of the Merger. We are furnishing this letter to you solely for the purpose of satisfying the condition set forth in Section 7.1.7 of the Agreement. This opinion may not be used, quoted, referred to or relied upon for any other purpose or by any other person or entity without our prior written consent, except for all references to this opinion contained in the Registration Statement. Very truly yours, FOLEY, HOAG & ELIOT LLP By: /s/ Bruce A. Kinn ---------------------------------- A Partner -7- EX-8.2 3 TAX OPINION OF TESTA, HURWITZ & THIBEAULT 1 EXHIBIT 8.2 TESTA, HURWITZ & THIBEAULT, LLP HIGH STREET TOWER, 125 HIGH STREET BOSTON, MASSACHUSETTS 02110 July 18, 1996 Cadre Technologies Inc. 222 Richmond Street Providence, RI 02903 Ladies and Gentlemen: This opinion is being delivered to you for the purpose of satisfying a condition set forth in Section 7.1.7 of the Agreement and Plan of Merger dated March 25, 1996, by and among Bachman Information Systems, Inc., a Massachusetts corporation ("Bachman"), B.C. Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Bachman ("Merger Sub"), and Cadre Technologies Inc., a Delaware corporation ("Cadre") (the "Merger Agreement"). Pursuant to the Merger Agreement, Merger Sub will merge with and into Cadre (the "Merger"), and Cadre will become a wholly-owned subsidiary of Bachman. We have acted as legal counsel to Cadre in connection with the Merger. As such, and for the purpose of rendering this opinion, we have examined and are relying upon (without any independent investigation or review thereof) the truth and accuracy, at all relevant times, of the statements, covenants, representations and warranties contained in the following documents: 1. The Merger Agreement (including Exhibits); 2. Representations made to us by Bachman and Merger Sub; 3. Representations made to us by Cadre; 4. The Bachman Affiliate Agreements; 5. The Cadre Affiliate Agreements; 6. The Prospectus/Joint Proxy Statement filed by Bachman with a Registration Statement on Form S-4 with the Securities and Exchange Commission pursuant to the Securities Act of 1933 (the "Registration Statement"); and -8- 2 Cadre Technologies Inc. July 18, 1996 Page 2 7. Such other instruments and documents related to the formation, organization and operation of Bachman, Cadre and Merger Sub or to the consummation of the Merger and the transactions contemplated thereby as we have deemed necessary or appropriate. Except as otherwise provided, capitalized terms referred to herein have the meanings set forth in the Merger Agreement or the Registration Statement. All section references, unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the "Code"). In connection with rendering this opinion, we have assumed or obtained representations (and are relying thereon, without any independent investigation or review thereof) to the effect that: 1. Original documents (including signatures) are authentic, documents submitted to us as copies conform to the original documents, and there has been due execution and delivery of all documents where due execution and delivery are prerequisites to effectiveness thereof. 2. The Merger will be effective under the applicable state law. 3. The continuity of interest requirement as specified in Treas. Reg. [Section] 1.368-1(b) and as interpreted by certain Internal Revenue Service rulings and federal judicial decisions will be satisfied. 4. All conditions to the closing of the Merger have been satisfied. Based on our examination of the foregoing items and subject to the assumptions, exceptions, limitations and qualifications set forth herein, we are of the opinion that: 1. The Merger will constitute a "reorganization" within the meaning of Section 368(a) of the Code, with each of Bachman, Merger Sub, and Cadre qualifying as a "party to the reorganization" under Section 368(b) of the Code. 2. No gain or loss will be recognized by holders of Cadre Common Stock upon their receipt in the Merger of Bachman Common Stock solely in exchange for Cadre Common Stock. 3. The aggregate tax basis of the Bachman Common Stock received in the Merger will be the same as the aggregate tax basis of Cadre Common Stock surrendered in exchange therefor. -9- 3 Cadre Technologies Inc. July 18, 1996 Page 3 4. The holding period of the Bachman Common Stock received in the Merger will include the period for which the Cadre Common Stock surrendered in exchange therefor was held, provided that the Cadre Common Stock is held as a capital asset at the time of the Merger. 5. A stockholder who exercises dissenters' rights with respect to a share of Cadre Common Stock and receives payment for such share in cash will generally recognize gain or loss, for federal income tax purposes, measured by the difference between the holder's basis in such share and the amount of cash received, provided that the payment is neither essentially equivalent to a dividend within the meaning of Section 302 of the Code nor has the effect of a distribution of a dividend within the meaning of Section 356(a)(2) of the Code (collectively, a "Dividend Equivalent Transaction"). Such gain or loss generally will be capital gain or loss, provided that the Cadre Common Stock is held as a capital asset at the time of the Merger, and will be long-term capital gain or loss if the Cadre Common Stock has been held for more than one year at the time of the Merger. A sale of Cadre Common Stock pursuant to an exercise of dissenters' rights will generally not be a Dividend Equivalent Transaction if, as a result of such exercise, the stockholder exercising dissenters' rights owns no shares of Bachman Common Stock (either actually or constructively within the meaning of Section 318 of the Code). If, however, a stockholder's sale for cash of Cadre Common Stock pursuant to an exercise of dissenters' rights is a Dividend Equivalent Transaction, then such stockholder may recognize income for federal income tax purposes in an amount up to the entire amount of cash so received. 6. Cadre will not recognize material amounts of gain or loss solely as a result of the Merger. In addition to the assumptions set forth above, this opinion is subject to the exceptions, limitations and qualifications set forth below. 1. This opinion represents and is based upon our best judgment regarding the application of United States federal income tax laws arising under the Code, existing judicial decisions, administrative regulations and published rulings and procedures. Our opinion is not binding upon the Internal Revenue Service or the courts, and the Internal Revenue Service is not precluded from successfully asserting a contrary position. Furthermore, no assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, would not adversely affect the accuracy of the conclusions stated herein. Nevertheless, we undertake no responsibility to advise you of any new developments in the application or interpretation of the federal income tax laws. -10- 4 Cadre Technologies Inc. July 18, 1996 Page 4 2. This opinion addresses only the specific tax issues set forth above, and does not address any other federal, state, local or foreign tax consequences that may result from the Merger or any other transaction (including any transaction undertaken in connection with the Merger). In particular, we express no opinion regarding (i) whether and the extent to which any holder of Cadre Common Stock who has provided or will provide services to Cadre, Bachman or Merger Sub will have compensation income under any provision of the Code; (ii) the effects of such compensation income, including but not limited to the effect upon the basis and holding period of the Bachman Common Stock received by any such holder in the Merger; (iii) the potential application of the "golden parachute" provisions of the Code (Sections 280G, 3121(v)(2) and 4999), the alternative minimum tax provisions of the Code (Sections 55, 56 and 57) or Sections 108, 305, 306, 357, 424 and 708 of the Code, or the regulations promulgated thereunder; (iv) other than as specifically set forth in this opinion, or the regulations promulgated thereunder; (iv) other than as specifically set forth in this opinion, the tax consequences of the Merger to Bachman, Merger Sub or Cadre, including without limitation the recognition of any gain and the survival and/or availability, after the Merger, of any of the federal income tax attributes or elections of Cadre, after application of any provision of the Code, any regulations promulgated thereunder and any judicial interpretations thereof; (v) the basis of any equity interest in Cadre acquired by Bachman in the Merger; (vi) the tax consequences of any transaction in which Cadre Common Stock or a right to acquire such stock was received; and (vii) the tax consequences of the Merger (including the opinion set forth above) as applied to specific stockholders of Cadre and/or holders of options or warrants for Cadre Common Stock in light of their particular circumstances, including but limited to dealers in securities, corporate shareholders subject to the alternative minimum tax, foreign persons, and holders of shares acquired upon exercise of stock options or in other compensatory transactions including, without limitation, the tax consequences to the holders of options and warrants for Cadre Common Stock of Bachman's assumption of outstanding options and warrants for Cadre Common Stock. 3. No opinion is expressed as to any transaction other than the Merger as described in the Merger Agreement (including, without limitation, the Cadre Loan or guarantee thereof, the Cadmount Agreement and escrow, or the acquisition by Cadre of Westmount Technology B.V.) or to any transaction whatsoever, including the Merger, if all the transactions described in the Merger Agreement are not consummated in accordance with the terms of the Merger Agreement and without waiver or breach of any material provision thereof or if all of the representations, warranties, statements and assumptions upon which we relied are not true and accurate at all relevant times. In the event any one of the statements, representations, warranties, or assumptions upon which we have relied to issue this opinion is incorrect, our opinion might be adversely affected and may not be relied upon. We express no opinion concerning the statements of law or legal conclusions contained in the discussion set forth in the Registration Statement entitled "Carryforward of Net Operating Losses and Tax Credits." -11- 5 Cadre Technologies Inc. July 18, 1996 Page 5 4. This opinion is intended solely for the purpose of satisfying a condition set forth in Section 7.1.7 of the Merger Agreement; it may not be relied upon for any other purpose or by any other person or entity, and may not be made available to any other person or entity without our prior written consent. We hereby consent to the inclusion of this opinion letter as an exhibit to the Registration Statement. Very truly yours, /s/ Testa, Hurwitz & Thibeault, LLP TESTA, HURWITZ & THIBEAULT, LLP -12- -----END PRIVACY-ENHANCED MESSAGE-----