SEC Form 3 · accession 0001571049-15-004887
COVER ALL TECHNOLOGIES INC · COVR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Minefields Computers Ltd.
10% Owner
Period of report
Jun 1, 2015
Accepted (ET)
Jun 4, 2015 · 9:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000737300
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $.01 par value per shareF1,F2,F3,F4,F5 | holding | — | — | — | 7,634,400 | I | See notes 1, 2, 3, 4 and 5 in "Explanation of Responses" below. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Securities beneficially owned as a result of Majesco, a subsidiary of Minefields Computers Ltd, entering into a Voting Agreement, dated as of December 14, 2014, with a stockholder of the Issuer (the "Voting Agreement"). Concurrently with the execution of the Voting Agreement, Majesco and the Issuer entered into the Agreement and Plan of Merger, pursuant to which the Issuer will be merged with and into Majesco (the "Merger Agreement").
- F2Majesco is a California corporation. Mastek (UK) Ltd. is a private limited company organized under the laws of the United Kingdom ("Mastek UK"). Mastek Limited is a public limited company domiciled in, and organized under the laws of, India ("Mastek"). On December 15, 2014, Majesco, Mastek and Mastek UK jointly filed a Form 3 to disclose that each may be deemed to have beneficial ownership of the shares of the Issuer's common stock covered by the Voting Agreement.
- F3Minefields Computers Ltd is a private limited company organized under the laws of India ("Minefields" or the "Reporting Person"). Pursuant to a de-merger of Mastek, effective on June 1, 2015, 83.5% of Mastek's equity ownership interest in Majesco transferred to Minefields.
- F4As a result of certain proxy and voting provisions contained in the Voting Agreement, the Reporting Person may be deemed to have beneficial ownership of the shares of the Issuer's common stock (the "Shares") covered by the Voting Agreement (7,634,400 Shares, which represents approximately 28.3% of the Issuer's total outstanding Shares based on 27,003,241 shares of Issuer Common Stock issued and outstanding as of the close of business on May 4, 2015 for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F5The Reporting Person expressly disclaims any beneficial ownership of the Shares reported herein, and the Reporting Person does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the Shares subject to the Voting Agreement. The Reporting Person declares that the filing of this Form 3 shall not be construed as an admission that the Reporting Person is a beneficial owner of any Shares reported in this Form 3. For additional information regarding the Voting Agreement and the Merger Agreement, see the Schedule 13D, as amended, filed by Majesco with the United Securities and Exchange Commission on June 4, 2015.