AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 2002
REGISTRATION NO 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CAMINUS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<Table>
DELAWARE 13-4081739
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
</Table>
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825 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 515-3600
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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DAVID M. STONER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CAMINUS CORPORATION
825 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 515-3600
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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WITH COPIES TO:
ANTHONY T. ILER, ESQ.
IRELL & MANELLA LLP
1800 AVENUE OF THE STARS, SUITE 900
LOS ANGELES, CALIFORNIA 90067
(310) 277-1010
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
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 for 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. [ ]
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CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TITLE OF SHARES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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Common stock, $0.01 par value................ 658,334 $21.73 $14,305,598 $1,317
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</Table>
(1) In the event of a stock split, stock dividend or similar transaction
involving the Registrant's common stock, in order to prevent dilution, the
number of shares registered shall automatically be increased to cover the
additional shares in accordance with Rule 416(a) under the Securities Act of
1933.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 based on the
average of the high and low prices of the common stock on the Nasdaq
National Market on April 17, 2002.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS 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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED WITHOUT
NOTICE. THE SELLING STOCKHOLDER MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES, IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED APRIL 23, 2002
PROSPECTUS
658,334 SHARES
CAMINUS CORPORATION
COMMON STOCK
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This prospectus relates to the sale of up to 658,334 shares of our common
stock by Altra Energy Technologies, Inc. We will not receive any of the proceeds
from the sale of these shares.
---------------------
Our common stock is traded on the Nasdaq National Market under the symbol
"CAMZ." The last reported sale price of our common stock on the Nasdaq National
Market on April 22, 2002 was $21.80 per share.
---------------------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 2.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is , 2002.
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
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About Caminus............................................... 1
Risk Factors................................................ 2
Forward-Looking Statements.................................. 9
Use of Proceeds............................................. 9
Selling Stockholder......................................... 9
Plan of Distribution........................................ 10
Legal Matters............................................... 11
Experts..................................................... 11
Where You Can Find More Information......................... 12
Incorporation of Certain Documents by Reference............. 12
</Table>
---------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN, OR INCORPORATED BY
REFERENCE INTO, THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH INFORMATION DIFFERENT FROM OR IN ADDITION TO THAT CONTAINED IN THIS
PROSPECTUS. THE SELLING STOCKHOLDER IS NOT MAKING AN OFFER TO SELL THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU
SHOULD ASSUME THAT THE INFORMATION APPEARING IN THIS PROSPECTUS IS ACCURATE AS
OF THE DATE ON THE FRONT COVER OF THIS PROSPECTUS ONLY. OUR BUSINESS, FINANCIAL
CONDITION, RESULTS OF OPERATIONS, AND PROSPECTS MAY HAVE CHANGED SINCE THAT
DATE.
i
ABOUT CAMINUS
We are a leading provider of software and strategic consulting services
that facilitate energy trading, transaction processing, risk management, and
decision support within the wholesale energy markets. Our integrated software
solutions, which cover all functional areas across the energy value chain and
handle all major energy commodities and financial instruments, enable energy
companies to more efficiently and profitably trade energy, streamline
transaction management, manage complex risk scenarios, and make optimal
operational decisions. Our software can be used by any entity that buys, sells,
trades, or takes a position in energy. We believe that we offer the broadest
array of integrated software solutions available in the marketplace today. We
serve customers in every segment of the wholesale energy industry, including
traders, marketers, generators, producers, gatherers, processors, pipelines,
utilities, distribution companies, and public agencies. We currently have
approximately 300 customers worldwide, including British Energy, Consolidated
Edison, Conoco, Dynegy, El Paso Energy, Endesa, and Royal Dutch/Shell.
With our team of approximately 500 individuals, primarily located in
Houston, New York and London, we possess a depth of industry expertise that we
believe is unmatched in the energy trading, transaction processing, and risk
management markets. Focused exclusively on the energy markets since our
inception, our distinctive portfolio of products and services enables us to
serve the unique needs of companies operating in today's competitive wholesale
energy markets.
We were originally organized in April 1998 as a Delaware limited liability
company under the name "GFI Caminus LLC." In connection with our initial public
offering in January 2000, the limited liability company merged into Caminus
Corporation, a Delaware corporation incorporated in September 1999.
On March 25, 2002, we sold 1,592,667 shares of our common stock and certain
selling stockholders sold 3,007,333 shares of our common stock in a firmly
underwritten offering. Our net proceeds from the sale of the 1,592,667 shares
were approximately $29.2 million, after deducting underwriting discounts and
commissions and our estimated offering expenses. We did not receive any proceeds
from the sale of shares by the selling stockholders. Altra Energy Technologies,
Inc. sold 1,316,666 shares in the offering.
Our principal executive offices are located at 825 Third Avenue, New York,
New York 10022, and our telephone number is (212) 515-3600. Our Internet site
address is www.caminus.com. The information on our web site does not constitute
a part of this prospectus. Except as otherwise indicated, all references in this
prospectus to "we," "us," "our," "the Company" or "Caminus" refer to Caminus
Corporation and our subsidiaries.
1
RISK FACTORS
An investment in our common stock involves a high degree of risk. Before
you invest in our common stock, you should be aware of various risks, including
those described below. You should carefully consider these risk factors,
together with all of the other information included in or incorporated by
reference into this prospectus, before you decide whether to purchase our common
stock. The risks and uncertainties described below are not the only ones we
face.
If any of the following risks occur, our business, financial condition and
results of operations could be materially harmed. In such an event, the trading
price of our common stock could decline, and you may lose all or part of your
investment.
RISKS RELATED TO OUR BUSINESS
OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SUBSTANTIALLY, WHICH MAY ADVERSELY
AFFECT OUR BUSINESS AND THE MARKET PRICE OF OUR COMMON STOCK, PARTICULARLY IF
OUR QUARTERLY RESULTS ARE LOWER THAN THE EXPECTATIONS OF SECURITIES ANALYSTS.
Our revenues and results of operations have fluctuated in the past and may
vary from quarter to quarter in the future. These fluctuations may adversely
affect our business, financial condition, and the market price of our common
stock particularly if our quarterly results fall below the expectations of
securities analysts. A number of factors, many of which are outside our control,
may cause variations in our quarterly revenues an and operating results,
including:
- changes in demand for our software solutions and strategic consulting
services;
- the length of our sales cycle, and the timing and recognition of sales of
our products and services, including the timing and recognition of
significant product orders;
- unexpected delays in the development and introduction of new products and
services;
- increased expenses, whether related to sales and marketing, software
development or other corporate activities;
- changes in the rapidly evolving market for products and services in the
energy industry;
- the mix of our revenue during any period, particularly with respect to
the breakdown between software license and services revenues;
- the hiring, retention and utilization of personnel;
- costs related to the integration of people, operations and products from
previously acquired businesses and technologies and from future
acquisitions, if any; and
- general economic conditions.
Accordingly, we believe that quarter-to-quarter comparisons of our results
of operations are not necessarily meaningful. You should not rely on our
historical quarterly results as an indication of our future performance.
OUR SALES CYCLE MAY BE SUBJECT TO SEASONALITY, WHICH COULD RESULT IN
FLUCTUATIONS IN THE MARKET PRICE OF OUR COMMON STOCK.
We may experience seasonality in the sales of our software. For instance,
many of our current and potential customers in the energy industry face
budgetary pressures to invest in energy software before the end of each fiscal
year. As a result, we may tend to report higher revenues during the fourth
quarter of our fiscal year and lower revenues during the first quarter of our
fiscal year. These seasonal variations in our sales may lead to fluctuations in
our quarterly operating results, which in turn may lead to volatility in the
market price of our common stock.
2
SUBSTANTIAL COMPETITION COULD REDUCE OUR MARKET SHARE AND MATERIALLY ADVERSELY
AFFECT OUR FINANCIAL PERFORMANCE.
The market for products and services in the energy industry is very
competitive, and we expect competition to intensify in the future. We currently
face competition from a variety of sources, including energy software providers,
in-house development, large consultancies, enterprise software companies and
providers of strategic consulting services.
Some of our current and potential competitors have longer operating
histories, greater name recognition, greater resources, and a higher number of
established customer relationships than we have. Many of these competitors also
have extensive knowledge of our industry. As a result of these factors, some of
our competitors may be able to adapt more quickly to new or emerging
technologies and changes in customer requirements or may be able to devote
greater resources to the marketing and sale of their products. If we are not
able to compete effectively, our business, results of operations, and financial
condition could be materially adversely affected.
WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE THE EXPANSION OF OUR OPERATIONS.
We have experienced, and are currently experiencing, a period of
significant growth. We cannot assure you that we will not experience
difficulties managing our growth in the future. Future growth may place
increased demands on our management, financial and operational resources. In
addition, as part of our growth, we will need to expand, train and manage our
employee base and maintain close coordination within our organization. If we are
unable to manage our growth effectively, our business, results of operations,
and financial condition could be materially adversely affected.
OUR FUTURE RESULTS MAY BE HARMED BY ECONOMIC, POLITICAL, REGULATORY AND OTHER
RISKS ASSOCIATED WITH INTERNATIONAL SALES AND OPERATIONS.
Because we sell and market our products worldwide, our business is subject
to risks associated with doing business internationally. We anticipate that
revenues from international operations will represent an increasing portion of
our total revenues going forward. Accordingly, our future results could be
harmed by a variety of factors, including:
- the need to comply with the laws and regulations of different countries;
- difficulties in enforcing contractual obligations and intellectual
property rights in some countries;
- difficulties and costs of staffing and managing foreign operations;
- fluctuations in currency exchange rates and the imposition of exchange or
price controls or other restrictions on the conversion of foreign
currencies;
- difficulties in collecting international accounts receivable and the
existence of potentially longer payment cycles;
- the impact of possible recessions in economies outside the United States;
and
- political and economic instability, including instability related to
terrorist attacks in the United States and abroad.
If we are unable to minimize the risks associated with international sales
and operations, our business, results of operations, and financial condition
could be materially adversely affected, which could cause our stock price to
decline.
WE MAY PURSUE STRATEGIC ACQUISITIONS, WHICH COULD HAVE AN ADVERSE IMPACT ON OUR
BUSINESS IF UNSUCCESSFUL.
We may from time to time acquire or invest in complementary companies,
products or technologies. For instance, in November 2001, we acquired Altra
Software Services, Inc. From time to time, we may evaluate
3
other acquisition opportunities that could provide us with additional product or
services offerings or additional industry expertise. These acquisitions, if any,
may result in difficulties for us in assimilating acquired operations and
products, and could result in the diversion of our capital and our management's
attention from other business issues and opportunities. For instance, the
integration of acquired companies may result in problems related to the
integration of technology and management teams. We may not be able to
successfully integrate operations, personnel or products that we have acquired
or may acquire in the future. If we fail to successfully integrate our recent
acquisitions and any future acquisitions, our business, results of operations,
and financial condition could be materially adversely affected. In addition, our
acquisitions may not be successful in achieving our desired strategic
objectives, which would also cause our business to suffer. Acquisitions also may
present other risks, such as exposing our company to potential unknown
liabilities associated with acquired businesses.
THE PRO FORMA FINANCIAL INFORMATION INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS MAY NOT BE REPRESENTATIVE OF OUR RESULTS AS A COMBINED COMPANY.
The pro forma financial information incorporated by reference into this
prospectus combines our operating results with those of Nucleus Corporation and
Nucleus Energy Consulting Corporation, companies we acquired in August 2000, and
Altra Software Services, Inc., a company we acquired in November 2001. This
information may not reflect what our results of operations would have been had
we been a combined entity during the periods presented, or what our results of
operations will be in the future. The pro forma financial information does not
reflect many significant changes that have occurred or may occur in our
operational arrangements as a combined entity. Accordingly, you should not rely
on our pro forma financial information as an indication of our future operating
results or financial performance.
IF WE FAIL TO ADAPT TO RAPID CHANGES IN THE ENERGY MARKET, OUR EXISTING PRODUCTS
COULD BECOME OBSOLETE.
The market for our products is marked by rapid technological changes,
frequent new product introductions, uncertain product life cycles, changes in
customer demands, and evolving industry standards and regulations. We may not be
able to successfully develop and market new products or product enhancements
that comply with present or emerging technology standards. Also, any new
regulations or technology standards could increase our cost of doing business.
New products based on new technologies or new industry standards could
render our existing products obsolete and unmarketable. To succeed, we will need
to enhance our current products and develop new products on a timely basis to
keep pace with developments related to the energy market and to satisfy the
increasingly sophisticated requirements of our customers. Software addressing
the trading, transaction processing, and risk management of energy assets is
complex and can be expensive to develop, and new products and product
enhancements can require long development and testing periods. Any delays in
developing and releasing new or enhanced products could cause us to lose revenue
opportunities and customers.
OUR SOFTWARE PRODUCTS MAY CONTAIN ERRORS, WHICH COULD DAMAGE OUR REPUTATION,
DECREASE MARKET ACCEPTANCE OF OUR PRODUCTS, CAUSE US TO LOSE CUSTOMERS AND
REVENUE, AND RESULT IN LIABILITY TO US.
Despite internal testing and testing by third parties, complex software
products such as ours often contain errors or defects, particularly when first
introduced or when new versions or enhancements are released. Serious defects or
errors could result in lost revenues or a delay in market acceptance.
Because our customers use our products for critical business applications,
errors, defects or other performance problems could result in damage to our
customers. Although our license agreements typically contain provisions designed
to limit our exposure to potential liability claims, these provisions could be
invalidated by unfavorable judicial decisions or by federal, state, local or
foreign laws or regulations. If a claim against us was successful, we might be
required to incur significant expense and to pay substantial damages. Even if we
were to prevail, the accompanying publicity could adversely affect the demand
for our products.
4
WE MAY BE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, WHICH
COULD RESULT IN THE USE OF OUR TECHNOLOGY BY COMPETITORS OR OTHER THIRD PARTIES.
Our success depends in large part upon our proprietary technologies. We
rely upon a combination of copyright and trade secret protection,
confidentiality and nondisclosure agreements, and licensing arrangements to
establish and protect our intellectual property rights. We seek to prevent
disclosure of our trade secrets through a number of means, including requiring
those individuals with access to our proprietary information to enter into
nondisclosure agreements with us and restricting access to our source code.
Trade secret and copyright laws, under which we seek to protect our software,
documentation, and other proprietary materials, provide only limited protection.
Despite these efforts to protect our proprietary rights, unauthorized parties
may be successful in copying or otherwise obtaining and using our software. In
addition, other parties may breach confidentiality agreements or other
protective contracts that we have entered into with them, and we may not be able
to enforce our rights in these circumstances. Any actions taken by us to enforce
our intellectual property rights could result in significant expense to us as
well as the diversion of management time and other resources.
In addition, detecting infringement and misappropriation of intellectual
property can be difficult, and there can be no assurance that we would detect
any infringement or misappropriation of our proprietary rights. Even if we are
able to detect infringement or misappropriation of our proprietary rights,
litigation to enforce our rights could cause us to divert significant financial
and other resources from our business operations, and may not ultimately be
successful. Moreover, we license our software internationally, and the laws of
some foreign countries may not protect our proprietary rights to the same extent
as do the laws of the United States.
IF WE ARE UNABLE TO RELY ON LICENSES OF INTELLECTUAL PROPERTY FROM THIRD
PARTIES, OUR ABILITY TO CONDUCT OUR BUSINESS COULD BE HARMED.
We rely on third-party licensors for technology that is incorporated into,
and is necessary for the operation of, some elements of our software. Our
success will depend in part on our continued ability to have access to such
technologies that are or may become important to the functionality of our
products. We cannot assure you, however, that such licenses will be available in
the future on favorable terms or at all.
WE COULD BECOME SUBJECT TO CLAIMS OF INFRINGEMENT OF THIRD-PARTY INTELLECTUAL
PROPERTY RIGHTS, WHICH COULD LIMIT OUR ABILITY TO CONDUCT OUR BUSINESS.
There has been a substantial amount of litigation in the software industry
regarding intellectual property rights. It is possible that, in the future,
third parties may claim that our products infringe upon their intellectual
property. Energy software product developers may increasingly become subject to
infringement claims as the number of products and competitors in the energy
software industry grows and the functionality of products from different
software developers overlaps. Parties making infringement claims may be able to
obtain an injunction against us, which could prevent us from selling our
products in the United States or in foreign countries. Any such injunction could
significantly harm our business. Moreover, any infringement claims, with or
without merit, could be time consuming, result in costly litigation, divert
management's attention, cause product shipment delays, force us to redesign or
cease selling products or services that incorporate the challenged intellectual
property, or require us to enter into royalty or licensing agreements, which may
not be available on reasonable terms or at all. Such royalty or license
agreements, if required, may not be available on terms acceptable to us or at
all, which could materially adversely affect our business. Even if we ultimately
are able to enter into royalty or license agreements, these agreements may
require us to make payments that may adversely affect our results of operations.
In addition, we may be obligated to indemnify customers against claims that we
infringe upon intellectual property rights of third parties.
WE WILL NEED TO RECRUIT, TRAIN AND RETAIN SUFFICIENT QUALIFIED PERSONNEL IN
ORDER TO SUCCESSFULLY EXPAND OUR BUSINESS.
Our future success will depend to a significant extent on our ability to
recruit and retain highly qualified technical, sales and marketing, and other
personnel. If we do not attract and retain such personnel, we may not
5
be able to expand our business. Competition for qualified personnel is intense
in the energy industry. There are a limited number of people with the
appropriate combination of skills needed to provide the services that our
customers demand. We expect competition for qualified personnel to remain
intense, and we may not succeed in attracting or retaining sufficient personnel.
In addition, newly hired employees generally require substantial training, which
requires significant resources and management attention. Even if we invest
significant resources to recruit, train and retain qualified personnel, we may
not be successful in our efforts.
WE MAY SEEK ADDITIONAL FINANCING IN THE FUTURE, WHICH COULD BE DIFFICULT TO
OBTAIN AND WHICH COULD DILUTE YOUR OWNERSHIP INTEREST OR THE VALUE OF YOUR
SHARES.
We intend to continue to invest in the development of new products and
enhancements to our existing products. We believe that our current cash and
investment balances, together with cash generated from our operations, will be
sufficient to meet our operating and capital requirements for the foreseeable
future. However, from time to time, we may seek to raise additional funds
through public or private financing, or other arrangements. Obtaining additional
financing will be subject to a number of factors, including market conditions,
our operating performance, and investor sentiment. These factors may make the
timing, amount, terms and conditions of additional financing unattractive for
us. If we are unable to raise capital to fund our operations, we may not be able
to successfully grow our business.
If we raise additional funds through the sale of equity or convertible debt
securities, your percentage ownership will be reduced. In addition, these
transactions may dilute the value of our outstanding stock. We also may issue
securities that have rights, preferences and privileges senior to our common
stock.
TERRORIST ATTACKS OR ACTS OF WAR MAY SERIOUSLY HARM OUR BUSINESS.
Terrorist attacks or acts of war may cause damage or disruption to our
company, our employees, our facilities and our customers, which could
significantly impact our revenues, costs and expenses, and financial condition.
The terrorist attacks that took place in the United States on September 11, 2001
were unprecedented events that have created many economic and political
uncertainties, some of which may materially adversely affect our business,
results of operations, and financial condition. The long-term effects on our
company of the September 11, 2001 attacks are unknown. The potential for future
terrorist attacks, the national and international responses to terrorist
attacks, and other acts of war or hostility have created many economic and
political uncertainties, which could materially adversely affect our business,
results of operations, and financial condition in ways that we currently cannot
predict.
RISKS RELATED TO THE ENERGY INDUSTRY
OUR PERFORMANCE WILL DEPEND ON THE CONTINUED GROWTH IN DEMAND FOR WHOLESALE
ENERGY TRADING, TRANSACTION PROCESSING, AND RISK MANAGEMENT PRODUCTS AND
SERVICES.
Our future success will depend on the continued growth in demand for
wholesale energy trading, transaction processing, and risk management products
and services, which is difficult to predict. If demand for these products and
services does not continue to grow or grows more slowly than expected, demand
for our software and services will be reduced. Utilities, energy service
providers and other businesses, such as commercial or industrial customers, may
be slow to adapt to changes in the energy marketplace or may be satisfied with
existing services and solutions. This could result in less demand for our
software and services than we currently expect. Because a substantial portion of
our operating expenses is fixed in the short term, any unanticipated reduction
in demand for our software and services would negatively impact our operating
results. Even if there is significant market acceptance of wholesale energy
trading, transaction processing, and risk management products and services, we
may incur substantial expenses adapting our software and services to changing
needs.
6
THE GLOBAL ENERGY INDUSTRY IS SUBJECT TO EXTENSIVE AND VARIED GOVERNMENTAL
REGULATIONS, AND, AS A RESULT, OUR BUSINESS MAY BE ADVERSELY AFFECTED IF WE ARE
UNABLE TO SUCCESSFULLY DEVELOP SOFTWARE AND SERVICES THAT ADDRESS NUMEROUS AND
CHANGING REGULATORY REGIMES.
Although the global energy industry is becoming increasingly deregulated,
it is still subject to extensive and varied local, regional and national
regulation. These regulations affect all energy industry participants, including
utilities, producers, energy marketers, processors, storage operators,
distributors, marketers and pipelines. If we are unable to design and develop
software solutions and strategic consulting services that address the numerous
and changing regulatory requirements or we fail to alter our software and
services rapidly enough, our customers or potential customers may not purchase
our software and services.
In addition, it is difficult to predict the extent to which the global
energy industry will continue to become deregulated. The recent bankruptcy
filing of Enron Corporation, formerly one of the energy industry's largest
traders and market makers, has resulted in numerous government and private
inquiries and investigations into Enron's business and the energy industry in
general. The impact of such inquiries and investigations cannot be determined at
this time. Any changes to the laws and regulations to which companies in the
energy industry are subject may materially adversely affect our business,
results of operations, and financial condition.
OUR FINANCIAL SUCCESS IS CLOSELY LINKED TO THE HEALTH OF THE ENERGY INDUSTRY.
We currently derive substantially all of our revenues from licensing our
software and providing strategic consulting services to participants in the
energy industry. Our customers include a number of organizations in the energy
industry, and the success of these customers is linked to the health of the
energy industry. Accordingly, the success of our business, in turn, depends on
the continued health of the energy industry. Moreover, because of the capital
expenditures required in connection with investing in our software and services,
we believe that demand for our software and services could be affected by
fluctuations, disruptions, instability or downturns in the energy market, which
may cause current and potential customers to leave the energy industry or delay,
cancel or reduce any planned expenditures for our software solutions and
strategic consulting services.
ENRON CORPORATION'S RECENT BANKRUPTCY FILING COULD ADVERSELY AFFECT THE HEALTH
OF THE ENERGY INDUSTRY.
We currently cannot determine the full impact on the energy industry of
Enron Corporation's recent bankruptcy filing. Prior to its bankruptcy, Enron was
a dominant participant in the energy industry, and therefore its financial
difficulties may have a significant impact on the energy industry, including:
- serving as a possible catalyst for changes to the regulatory regimes
governing the energy industry; and
- resulting in losses to companies in the energy industry due to their
credit exposure to Enron.
We cannot assure you that any such effects will not harm our business. For
instance, some of our current and potential customers may have credit exposure
to Enron through various contractual arrangements, such as energy commodity and
derivative trading contracts. To the extent that any of our current or potential
customers are adversely affected as a result of their credit exposure to Enron,
they may reduce their current and future capital expenditures, which could
reduce our revenues.
7
RISKS RELATED TO THIS OFFERING
OUR STOCK PRICE HAS BEEN AND MAY REMAIN VOLATILE, AND THE VALUE OF YOUR COMMON
STOCK MAY DECLINE AS A RESULT OF THIS VOLATILITY.
The market price of our common stock has been in the past, and may in the
future be, subject to wide fluctuations in response to factors such as:
- variations in quarterly operating results;
- announcements, by us or our competitors, of significant contracts,
acquisitions, strategic partnerships, joint ventures or capital
commitments;
- changes in recommendations or financial estimates by securities analysts;
- loss or addition of major customers;
- conditions and trends in the energy industry; and
- general conditions in the economy or the financial markets.
In addition, in recent years, the stock market has experienced significant
price and volume fluctuations, which are often unrelated to the performance or
condition of particular companies. Such broad market fluctuations could
adversely affect the market price of our common stock. Following periods of
volatility in the market price of a particular company's securities, securities
class action litigation has often been brought against a company. If we become
subject to this kind of litigation in the future, it could result in substantial
litigation costs, damages awards against us, and the diversion of our
management's attention and resources.
PROVISIONS IN OUR CHARTER DOCUMENTS AND DELAWARE LAW MAY PREVENT OR DELAY
ACQUISITION OF US, WHICH COULD DECREASE THE VALUE OF YOUR SHARES.
Our certificate of incorporation and bylaws and Delaware law contain
provisions that could make it harder for a third party to acquire us without the
consent of our board of directors. These provisions include those that:
- provide for a classified board of directors with staggered, three-year
terms;
- limit the persons who may call special meetings of stockholders;
- prohibit stockholder action by written consent; and
- establish advance notice requirements for nominations for election to the
board of directors or for proposing matters that can be presented at
stockholder meetings.
Delaware law also imposes some restrictions on mergers and other business
combinations between us and any holder of 15% or more of our outstanding common
stock. These provisions apply even if the offer may be considered beneficial by
some stockholders.
FUTURE SALES OF OUR COMMON STOCK COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR
COMMON STOCK.
The sale of a substantial number of shares of our common stock in the
public market could adversely affect the market price of our common stock. As of
April 8, 2002, there were 19,592,140 shares of our common stock outstanding. A
substantial majority of these shares are freely transferable without restriction
or further registration under the federal securities laws, except for any shares
held by our affiliates, sales of which will be limited by Rule 144 under the
Securities Act of 1933.
In connection with an underwritten public offering of our common stock that
was consummated on March 25, 2002, the holders of 6,413,055 shares of our common
stock entered into lock-up agreements with the underwriters in the offering.
These lock-up agreements prohibit such holders from transferring their shares
until June 19, 2002. Banc of America Securities LLC, as a representative of the
underwriters, may, however,
8
in its sole discretion, release all or any portion of the securities subject to
the lock-up agreements. All of the shares covered by this prospectus are subject
to the foregoing lock-up restrictions.
In addition, under the terms of a registration rights agreement, as
amended, between us and the selling stockholder in this offering, all of the
shares covered by this prospectus are subject to a lock-up provision that
prohibits the selling stockholder from transferring the shares until August 20,
2002. Such shares also are being held in escrow subject to an escrow agreement
between us, the selling stockholder, and an escrow agent.
We cannot predict if future sales of our common stock, or the availability
of our common stock for sale, will harm the market price of our common stock or
our ability to raise capital by offering equity securities.
BECAUSE A SMALL NUMBER OF STOCKHOLDERS OWN A SIGNIFICANT PERCENTAGE OF OUR
COMMON STOCK, THEY SIGNIFICANTLY INFLUENCE MAJOR CORPORATE DECISIONS AND OUR
OTHER STOCKHOLDERS MAY NOT BE ABLE TO INFLUENCE THESE CORPORATE DECISIONS.
Our executive officers and directors and their affiliates beneficially own
approximately 26% of our outstanding common stock. If these parties act
together, they can significantly influence the election of all directors and the
approval of actions requiring the approval of a majority of our stockholders.
The interests of our executive officers and directors and their affiliates could
conflict with the interests of our other stockholders.
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents incorporated by reference into
this prospectus, contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of historical facts,
included in this prospectus, or in documents incorporated by reference into this
prospectus, regarding our strategy, future operations, financial position,
future revenues, projected costs, prospects, plans and objectives of management
are forward-looking statements. The words "anticipates," "believes,"
"estimates," "expects," "predicts," "potential," "intends," "continue," "may,"
"plans," "projects," "will," "should," "could," "would" and similar expressions
are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. We cannot guarantee
that we actually will achieve the plans, intentions or expectations disclosed in
our forward-looking statements, and you should not place undue reliance on our
forward-looking statements. Forward-looking statements are inherently subject to
risks, uncertainties and assumptions. Actual results or events could differ
materially from the plans, intentions and expectations disclosed in the
forward-looking statements that we make. We have included important factors in
the cautionary statements included in this prospectus, particularly under the
heading "Risk Factors," that we believe could cause actual results or events to
differ materially from the forward-looking statements that we make. Our
forward-looking statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint ventures or investments that we may
be a party to or make. We do not assume any obligation to update any
forward-looking statements.
USE OF PROCEEDS
The proceeds from the sale of the common stock sold pursuant to this
prospectus will belong to the selling stockholder. We will not receive any
proceeds from such sale.
SELLING STOCKHOLDER
The following table sets forth information we know regarding the beneficial
ownership of our common stock held by the selling stockholder as of April 8,
2002, and as adjusted to reflect the sale of common stock
9
offered by this prospectus. The selling stockholder may sell up to 658,334
shares of our common stock pursuant to this prospectus.
On November 20, 2001, we issued an aggregate of 1,975,000 shares of our
common stock to the selling stockholder pursuant to a stock purchase agreement
between us and the selling stockholder. Of these 1,975,000 shares, 1,316,666
shares were sold in our firmly underwritten offering on March 25, 2002. In
connection with the transaction, we also entered into a registration rights
agreement, as amended, with the selling stockholder. This prospectus and the
registration statement of which this prospectus is a part are being filed by us
pursuant to registration rights that we granted to the selling stockholder under
the registration rights agreement, and we are bearing all related fees, costs
and expenses, other than brokers' commissions and similar fees.
<Table>
<Caption>
SHARES BENEFICIALLY
NUMBER OF SHARES OWNED AFTER THE
BENEFICIALLY OWNED NUMBER OF OFFERING(1)
PRIOR TO THE SHARES --------------------
NAME OF BENEFICIAL OWNER OFFERING OFFERED NUMBER PERCENT
- ------------------------ ------------------ --------- -------- ---------
Altra Energy Technologies, Inc. ................. 658,334 658,334 0 *
</Table>
- ---------------
* Represents beneficial ownership of less than one percent of outstanding common
stock.
(1) Assumes the sale by the selling stockholder of all of the shares of common
stock that are offered by this prospectus.
PLAN OF DISTRIBUTION
The shares of common stock covered by this prospectus may be offered and
sold from time to time by the selling stockholder and any of its pledgees,
assignees and successors-in-interest. The selling stockholder will act
independently of us in making decisions with respect to the timing, manner and
size of each sale of the common stock covered hereby. The selling stockholder
may sell the shares being offered hereby on the Nasdaq National Market, or
otherwise at prices and at terms then prevailing or at prices related to the
then current market price or at negotiated prices. Shares may be sold by one or
more of the following means of distribution:
- block trades in which the broker-dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
- purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this prospectus (other than
as part of an underwritten offering);
- over-the-counter distributions in accordance with the rules of the Nasdaq
National Market;
- ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers; and
- privately negotiated transactions.
In addition, any shares offered hereby that qualify for sale pursuant to
Rule 144 may, at the option of the holder thereof, be sold under Rule 144 rather
than pursuant to this prospectus.
To the extent required, this prospectus may be amended and supplemented
from time to time to describe a specific plan of distribution. In connection
with distributions of the shares offered hereby, the selling stockholder may
enter into hedging transactions with broker-dealers or other financial
institutions. In connection with such transactions, broker-dealers or other
financial institutions may engage in short sales of our common stock in the
course of hedging the positions they assume with the selling stockholder. The
selling stockholder also may sell our common stock short and deliver the shares
offered hereby to close out such short positions. The selling stockholder also
may enter into option or other transactions with broker-dealers or other
financial institutions that require the delivery to such broker-dealers or other
financial institutions of shares offered hereby, which shares such
broker-dealers or other financial institutions may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction). The selling
stockholder also may pledge the shares offered hereby to a broker-dealer or
other financial institution, and, upon a default, such broker-
10
dealer or other financial institution may effect sales of the pledged shares
pursuant to this prospectus (as supplemented or amended to reflect such
transaction).
Any broker-dealer participating in such transactions as agent may receive
commissions from the selling stockholder (and, if acting as agent for the
purchaser of such shares, from such purchaser). Usual and customary brokerage
fees will be paid by the selling stockholder. Broker-dealers may agree with the
selling stockholder to sell a specified number of shares at a stipulated price
per share, and, to the extent such a broker-dealer is unable to do so acting as
agent for the selling stockholder, to purchase as principal any unsold shares at
the price required to fulfill the broker-dealer commitment to the selling
stockholder. Broker-dealers who acquire shares as principal may thereafter
resell such shares from time to time in transactions (which may involve crosses
and block transactions and which may involve sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market, in negotiated transactions or by a combination of such
methods of sale or otherwise at market prices prevailing at the time of sale or
at negotiated prices, and in connection with such resales may pay to or receive
from the purchasers of such shares commissions computed as described above.
We have advised the selling stockholder that the anti-manipulation
provisions of Regulation M promulgated under the Securities Exchange Act of 1934
may apply to sales of shares in the market and to the activities of the selling
stockholder and its affiliates. In addition, we will make copies of this
prospectus available to the selling stockholder for the purpose of satisfying
the prospectus delivery requirements of the Securities Act of 1933. The selling
stockholder may indemnify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including
liabilities arising under the Securities Act of 1933. Any commissions paid or
any discounts or concessions allowed to any such broker-dealers, and any profits
received on the resale of such shares, may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933 if any such
broker-dealers purchase shares as principal.
In order to comply with the securities laws of certain states, if
applicable, the common stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, the
common stock may not be sold unless such shares have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
We have agreed to indemnify the selling stockholder against certain
liabilities, including liabilities arising out of or based on information
contained in or incorporated by reference into this prospectus, and the
registration statement of which this prospectus is a part, including certain
liabilities under the Securities Act of 1933.
There can be no assurance that the selling stockholder will sell all or any
of the shares of common stock offered by this prospectus.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed
upon for us by Irell & Manella LLP, Los Angeles, California.
EXPERTS
The financial statements of Caminus Corporation and Subsidiaries as of
December 31, 2001 and 2000, and for the years then ended, have been incorporated
by reference herein and in the registration statement in reliance upon the
report of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
The consolidated statement of operations, consolidated statement of
stockholders' equity and consolidated statement of cash flows of Caminus
Corporation and Subsidiaries for the year ended December 31, 1999, incorporated
in this registration statement by reference to the Annual Report on Form 10-K
for the year ended December 31, 2001, have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
11
The audited financial statements of Altra Software incorporated by
reference in this prospectus and elsewhere in the registration statement, to the
extent and for the periods indicated in their report, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports. Reference is made to
said report, which includes an explanatory paragraph with respect to the
uncertainty regarding Altra Software's ability to continue as a going concern as
discussed in Note 1 to the financial statements.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, registration statements and other documents with the
Securities and Exchange Commission. The registration statement of which this
prospectus is a part contains additional relevant information about us and our
common stock, and you should refer to the registration statement and its
exhibits to read that information. References in this prospectus to any of our
contracts or other documents are not necessarily complete, and you should refer
to the exhibits attached to the registration statement for copies of the actual
contract or document.
You may read and copy the registration statement, the related exhibits and
our other filings with the SEC at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You also may request copies of those
documents at prescribed rates by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the Public Reference
Room.
The SEC also maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC. The site's address is http://www.sec.gov. You also
may request copies of these documents, which will be provided to you at no cost,
by writing or telephoning us as follows: 825 Third Avenue, New York, New York
10022, Attention: Chief Financial Officer, or (212) 515-3600.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and any information that we file later
with the SEC will automatically update and supercede this information. The
documents we incorporate by reference are:
- our Annual Report on Form 10-K for the year ended December 31, 2001;
- our Current Report on Form 8-K/A, filed on February 4, 2002; and
- the description of our common stock contained in our registration
statement on Form 8-A, filed on November 15, 1999.
All documents that we file with the SEC, pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
prospectus and prior to the termination of the offering of common stock offered
by this prospectus, shall be deemed to be incorporated by reference into, and to
be a part of, this prospectus from the date such documents are filed with the
SEC.
Any statements contained in this prospectus or in a document incorporated
or deemed to be incorporated by reference into this prospectus will be deemed to
be modified or superceded for purposes of this prospectus to the extent that a
statement contained in this prospectus or any other subsequently filed document
that is deemed to be incorporated by reference into this prospectus modifies or
supercedes the statement. Any statement so modified or superceded will not be
deemed, except as so modified or superceded, to constitute a part of this
prospectus.
12
You may request, and we will provide, a copy of these filings, at no cost
to you, by writing or telephoning us at the following address:
Caminus Corporation
825 Third Avenue
New York, New York 10022
Attn: Investor Relations
(212) 515-3600
13
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
658,334 SHARES
CAMINUS CORPORATION
COMMON STOCK
------------------
PROSPECTUS
, 2002
-----------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses, all of which will be
borne by the Registrant, in connection with the offering of the securities
pursuant to this Registration Statement. All amounts shown are estimates except
for the SEC registration fee.
<Table>
SEC registration fee........................................ $ 1,317
Accounting fees and expenses................................ 5,000
Legal fees and expenses..................................... 10,000
Miscellaneous............................................... 3,683
-------
Total.................................................. $20,000
=======
</Table>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article SEVENTH of the Registrant's Certificate of Incorporation provides
that no director of the Registrant shall be personally liable for any monetary
damages for any breach of fiduciary duty as a director, except to the extent
that the Delaware General Corporation Law prohibits the elimination or
limitation of liability of directors for breach of fiduciary duty.
Article EIGHTH of the Registrant's Certificate of Incorporation provides
that a director or officer of the Registrant:
(a) shall be indemnified by the Registrant against all expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement incurred in connection with any litigation or other legal
proceeding (other than an action by or in the right of the Registrant)
brought against him or her by virtue of his or her position as a director
or officer of the Registrant if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was
unlawful; and
(b) shall be indemnified by the Registrant against all expenses
(including attorneys' fees) and amounts paid in settlement incurred in
connection with any action by or in the right of the Registrant brought
against him or her by virtue of his or her position as a director or
officer of the Registrant if he or she acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best
interests of the Registrant, except that no indemnification shall be made
with respect to any matter as to which such person shall have been adjudged
to be liable to the Registrant, unless a court determines that, despite
such adjudication but in view of all of the circumstances, he or she is
entitled to indemnification of such expenses.
Notwithstanding the foregoing, to the extent that a director or officer has been
successful, on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, he or she is required to be
indemnified by the Registrant against all expenses (including attorneys' fees)
incurred in connection therewith. Expenses shall be advanced to a director or
officer at his or her request, provided that he or she undertakes to repay the
amount advanced if it is ultimately determined that he or she is not entitled to
indemnification for such expenses.
Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent to
the right of indemnification, the
II-1
director or officer must give the Registrant notice of the action for which
indemnity is sought and the Registrant has the right to participate in such
action or assume the defense thereof.
Article EIGHTH of the Registrant's Certificate of Incorporation further
provides that the indemnification provided therein is not exclusive, and
provides that in the event that the Delaware General Corporation Law is amended
to expand the indemnification permitted to directors or officers the Registrant
must indemnify those persons to the fullest extent permitted by such law as so
amended.
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he or she is or is threatened
to be made a party by reason of such position, if such person shall have acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his or her conduct
was unlawful; provided that, in the case of actions brought by or in the right
of the corporation, no indemnification shall be made with respect to any matter
as to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.
ITEM 16. EXHIBITS
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
4.1 Stock Purchase Agreement, dated as of October 12, 2001, by
and between the Registrant and Altra Energy Technologies,
Inc.(1)
4.2 Registration Rights Agreement, dated as of November 20,
2001, by and between the Registrant and Altra Energy
Technologies, Inc.(1)
4.3 Escrow Agreement, dated as of November 20, 2001, by and
among the Registrant, Altra Energy Technologies, Inc and JP
Morgan Chase Bank(1)
5.1 Opinion of Irell & Manella LLP
23.1 Consent of Irell & Manella LLP (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
</Table>
- ---------------
(1) Previously filed with the SEC as an exhibit to, and incorporated herein by
reference from, the Registrant's Current Report on Form 8-K filed with the
SEC on December 5, 2001.
ITEM 17. UNDERTAKINGS
(a) 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 arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
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
II-2
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(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 with or furnished
to the Commission 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.
(b) 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 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
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) 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 matter
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.
II-3
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York, on April 22, 2002.
CAMINUS CORPORATION
By: /s/ DAVID M. STONER
------------------------------------
David M. Stoner
President and Chief Executive
Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned directors and officers of Caminus Corporation, do
hereby constitute and appoint David M. Stoner and Joseph P. Dwyer, and each of
them singly, our true and lawful attorneys-in-fact and agents with full power to
them, and each of them singly, to do any and all acts and things in our names
and on our behalf in our capacities as directors and officers and to execute any
and all instruments for us and in our name in the capacities indicated below,
which said attorneys and agents may deem necessary or advisable to enable said
Registrant to comply with the Securities Act of 1933 and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically, but without limitation,
power and authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereof; and we do hereby ratify and confirm all that said attorneys-in-fact and
agents shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ DAVID M. STONER President and Chief Executive April 22, 2002
- ------------------------------------------------ Officer (Principal Executive
David M. Stoner Officer) and Director
/s/ JOSEPH P. DWYER Executive Vice President, Chief April 22, 2002
- ------------------------------------------------ Financial Officer and Treasurer
Joseph P. Dwyer (Principal Financial Officer and
Principal Accounting Officer)
/s/ LAWRENCE D. GILSON Chairman of the Board of April 22, 2002
- ------------------------------------------------ Directors
Lawrence D. Gilson
/s/ NIGEL L. EVANS Director April 22, 2002
- ------------------------------------------------
Nigel L. Evans
/s/ BRIAN J. SCANLAN Director April 22, 2002
- ------------------------------------------------
Brian J. Scanlan
</Table>
II-4
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ CHRISTOPHER S. BROTHERS Director April 22, 2002
- ------------------------------------------------
Christopher S. Brothers
/s/ ANTHONY H. BLOOM Director April 22, 2002
- ------------------------------------------------
Anthony H. Bloom
/s/ RICHARD K. LANDERS Director April 22, 2002
- ------------------------------------------------
Richard K. Landers
/s/ CLARE M. J. SPOTTISWOODE Director April 22, 2002
- ------------------------------------------------
Clare M. J. Spottiswoode
</Table>
II-5
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
4.1 Stock Purchase Agreement, dated as of October 12, 2001, by
and between the Registrant and Altra Energy Technologies,
Inc.(1)
4.2 Registration Rights Agreement, dated as of November 20,
2001, by and between the Registrant and Altra Energy
Technologies, Inc.(1)
4.3 Escrow Agreement, dated as of November 20, 2001, by and
among the Registrant, Altra Energy Technologies, Inc and JP
Morgan Chase Bank(1)
5.1 Opinion of Irell & Manella LLP
23.1 Consent of Irell & Manella LLP (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
</Table>
- ---------------
(1) Previously filed with the SEC as an exhibit to, and incorporated herein by
reference from, the Registrant's Current Report on Form 8-K filed with the
SEC on December 5, 2001.