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As filed with the Securities and Exchange Commission on August __, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CAYENNE SOFTWARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS
(State or Other Jurisdiction
of Incorporation or Organization)
7399
(Primary Standard Industrial
Classification Code Number)
04-2784044
(I.R.S. Employer
Identification Number)
8 NEW ENGLAND EXECUTIVE PARK
BURLINGTON, MASSACHUSETTS 01803
(617) 273-9003
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
-----------------
PETER J. BONI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CAYENNE SOFTWARE, INC.
8 NEW ENGLAND EXECUTIVE PARK
BURLINGTON, MASSACHUSETTS 01803
(617) 273-9003
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-----------------
COPIES TO:
JOHN D. PATTERSON, JR., ESQ.
FOLEY, HOAG & ELIOT LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable 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, 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 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
=========================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 1,873,332 $2.5625 $4,800,413 $1,454.67
============================================= ================= ================= ================== =================
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under
the Securities Act of 1933 based upon the average of the high and low
prices of the Common Stock on August 13, 1997, as reported by NASDAQ.
-----------------
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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CAYENNE SOFTWARE, INC.
FORM S-3
REGISTRATION STATEMENT
CROSS-REFERENCE SHEET
Form S-3 Item Number and Caption Location in Prospectus
- -------------------------------- ----------------------
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus............................................ Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back
Cover Pages of Prospectus............................. Available Information; Information Incorporated
by Reference; Outside Back Cover Page of
Prospectus
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed Charges................ The Company; Risk Factors
4. Use of Proceeds....................................... Use of Proceeds
5. Determination of Offering Price....................... *
6. Dilution.............................................. *
7. Selling Security-Holders.............................. Selling Stockholders
8. Plan of Distribution.................................. Plan of Distribution
9. Description of Securities to be Registered............ *
10. Interests of Named Experts and Counsel................ Experts; Legal Matters
11. Material Changes...................................... *
12. Incorporation of Certain Information by
Reference............................................. Information Incorporated by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities........................................... *
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* Omitted since the answer is negative or the item is inapplicable.
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CAYENNE SOFTWARE, INC.
1,873,332 SHARES OF COMMON STOCK
--------------------
The 1,873,332 shares (the "Shares") of common stock, par value $0.01 per
share (the "Common Stock"), of Cayenne Software, Inc. ("Cayenne" or the
"Company") covered by this Prospectus may be offered on a delayed or continuous
basis by certain stockholders of the Company or by pledgees, donees, transferees
or other successors in interest (the "Selling Stockholders") See "Selling
Stockholders."
The Company will not receive any proceeds from the offering. The Company
will bear the costs relating to the registration of the Shares offered hereby
(other than selling commissions).
The Selling Stockholders may offer the Shares, from time to time during the
effectiveness of this registration, for sale through the NASDAQ Stock Market, in
the over-the-counter market, in one or more negotiated transactions, or through
a combination of methods of sale, at prices and on terms then prevailing or at
negotiated prices. Sales may be effected to or through broker-dealers, who may
receive compensation in the form of discounts, concessions or commissions in
connection therewith. See "Plan of Distribution."
The Common Stock is traded on the NASDAQ Stock Market under the symbol
"CAYN". On August 11, 1997, the closing price for the Common Stock, as reported
on the NASDAQ Stock Market, was $2.50 per share.
--------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
ALL SECURITIES TO BE REGISTERED HEREBY ARE TO BE OFFERED BY CERTAIN OF
THE COMPANY'S STOCKHOLDERS.
THE DATE OF THIS PROSPECTUS IS AUGUST __, 1997.
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THE COMPANY
The Company was incorporated in Massachusetts in 1983 under the name
Bachman Information Systems, Inc. Its name was changed to Cayenne Software, Inc.
in July 1996. The Company supplies software analysis and design solutions for
commercial and technical applications and database development. The Company's
executive offices are located at 8 New England Executive Park, Burlington,
Massachusetts 01803. Its telephone number is (617) 273-9003.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington D.C. 20549; and at its regional
offices located at Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago,
Illinois 60661- 2511, and 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can be obtained from the public reference section
of the Commission at 450 Fifth Street, N.W., Washington D.C. 20549, at
prescribed rates. Electronic filings made by the Company through the
Commission's Electronic Data Gathering, Analysis and Retrieval System are
publicly available through the Commission's world wide web site
(http://www.sec.gov). The Company's Common Stock is traded on the NASDAQ Stock
Market under the symbol CAYN. Reports and other information concerning the
Company may be inspected at the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(the "Registration Statement") filed by the Company with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
omits certain of the information contained in the Registration Statement and the
exhibits and schedules thereto, as certain items are omitted in accordance with
the rules and regulations of the Commission. For further information concerning
the Company and the Common Stock offered hereby, reference is hereby made to the
Registration Statement and the exhibits and schedules filed therewith, which may
be inspected without charge at the office of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 and copies of which may be obtained from the
Commission at prescribed rates. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and, in each instance,
reference is made to the copy of such documents filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents of the Company which have been filed with the
Commission are hereby incorporated by reference in this Prospectus.
(a) Annual Report on Form 10-K, as amended, for the transition period ended
December 31, 1996, Commission File No. 0-19682.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997,
Commission File No. 0-19682.
(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 1997,
Commission File No. 0-19682.
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(d) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A dated November 26, 1991, Commission File No.
0-19682.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the respective dates of filing such documents. Any statement or
information contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed modified or superseded for the purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to any person to whom a Prospectus
is delivered, on written or oral request of such person, a copy of any or all of
the documents incorporated herein by reference (other than exhibits and
schedules to such documents). Requests should be directed to: Treasurer, Cayenne
Software, Inc., 8 New England Executive Park, Burlington, Massachusetts 01803,
(617) 273-9003.
FORWARD-LOOKING STATEMENTS
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From time to time, information provided by the Company or statements made
by its employees may contain "forward-looking" information, as that term is
defined in the Private Securities Litigation Reform Act of 1995 (the "Act"). The
Company cautions investors that there can be no assurance that actual results or
business conditions will not differ materially from those projected or suggested
in such forward-looking statements as a result of various factors, including but
not limited to the matters discussed under "Risk Factors" below.
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RISK FACTORS
In addition to the other information in this Prospectus, the following
should be considered carefully in evaluating the Company and its business before
purchasing the Common Stock offered by this Prospectus.
FINANCIAL CONDITION OF THE COMPANY
On November 6, 1996, the Company amended and restated its revolving credit
agreement with a bank to borrow up to $5 million, to extend its term through
October 4, 1997 and to amend certain of the financial and operating covenants
and other provisions thereunder. In connection with the amendment, the Company
issued to the Bank a three-year warrant to purchase 25,000 shares of the
Company's Common Stock at an exercise price of $4.25 per share. The loan is
contingent upon meeting certain financial and operating covenants at the time
of any borrowing and over the life of the loan. The loan is secured by all of
the assets of the Company and any borrowing amounts are tied to a percentage of
qualified accounts receivable outstanding at the time of any borrowing. The
financial covenants, which were further amended in April 1997, include
attainment of specified levels of consolidated net income (loss) at the end of
each quarter, including net income of $250,000 for the quarter ended June 30,
1997 and each quarter thereafter, and specified levels of liquidity at the end
of each month. The Company was in compliance with all covenants as amended at
June 30, 1997 or has received a waiver from the bank as to any non-compliance.
At June 30, 1997, the borrowing base under the revolving credit agreement was
approximately $2.5 million. The Company had approximately $2.8 million
outstanding against the line of credit at that date and is currently working to
perfect certain international trade receivables in order to resolve the
shortfall. In July 1997, the Company raised $2 million in equity capital
through a private placement of Series C Convertible Preferred Stock and
Warrants to purchase Common Stock to one of the Selling Stockholders described
in this Prospectus. The Company expects to renew or renegotiate its revolving
credit agreement that expires on October 4, 1997. The Company is currently
seeking additional equity investment on similar terms. The Company expects that
its existing cash balances, funds generated through operations, and the
additional equity investment will provide sufficient cash resources to finance
current operations and projected capital requirements through the end of 1997.
Thereafter, the company's cash requirements will depend on the results of
future operations, which cannot be foreseen.
The Company has been notified by The Nasdaq Stock Market, Inc. that it is
not in compliance with the net tangible asset requirement for continued
listing on the Nasdaq National Market. The Company has been given terms which
include raising additional equity, with which it must comply. If the Company is
not successful, its stock will be listed under the Nasdaq SmallCap Market. The
Company intends to meet this requirement by raising additional equity.
RESULTS OF RECENT OPERATIONS
The Company's operating results for the three years ended June 30, 1996 the
six-month transitional period ended December 31, 1996 and the six months ended
June 30, 1997 were significantly adversely affected by several factors. In July
1996, the Company completed its merger with Cadre Technologies, Inc., which
resulted in a $6.3 million charge to operations for the quarter ended September
30, 1996 to reflect costs associated with the combining of the two companies,
transaction fees, and other costs. In addition, the Company has continued to
invest heavily in its object-oriented and client/server-based products. The
Company's operating results continue to be affected by the market trends of the
Company's customers moving from mainframe development to client/server and
object-oriented solutions. The increased revenue growth of the Company's
client/server and object-oriented products has not been rapid enough to offset
the revenue decline of the Company's mainframe- based products.
As the Company continues to make the transition from providing tools
focused solely on mainframe application development to supporting customers'
needs for a more open and flexible set of solutions aimed at the growing
client/server market, it faces many challenges. The Company plans to enhance its
product offerings through development efforts, strategic alliances and
acquisitions to improve its competitive position.
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On July 18, 1996, the Company completed its acquisition of Cadre
Technologies Inc. ("Cadre") under an Agreement and Plan of Merger dated March
25, 1996, by and among the Company, Cadre and B.C. Acquisition Corp., whereby
the Company agreed to acquire all of the outstanding capital stock of Cadre in
exchange for 4,716,442 shares of Cayenne common stock (the "merger"). The merger
was accounted for as a pooling-of-interests during the transition period ended
December 31, 1996. Effective upon the merger, the Company changed its name to
Cayenne Software, Inc. The Company acquired Cadre to expand its product
offerings to include structured analysis and design and object-oriented
technology and to expand its customer base. During the transition period ended
December 31, 1996, the Company incurred a charge of $6.3 million in conjunction
with the merger and to reflect costs associated with combining the operations of
the two companies, transaction fees, and other costs. Included in the charge
were $1.6 million of employee-related termination expenses for approximately 45
employees; $1.3 million of legal, accounting, investment banking, and other
professional fees; $1.4 million of facilities closure and consolidation
expenses; and $2 million of other expenses associated with the consolidation of
the two companies and the name change.
SIGNIFICANT RECENT LOSSES; SHORT PRIOR HISTORY OF PROFITABILITY
Cayenne received its first venture financing in the third quarter of
fiscal 1986, shipped its first software products in the fourth quarter of fiscal
1988, and did not reach profitability until the first quarter of fiscal 1991.
Cayenne incurred net losses of $13.2 million, $24.9 million, and $11.3 million
in Fiscal 1994, Fiscal 1995, and Fiscal 1996, respectively, and a net loss of
$6.4 million for the six months ended December 31, 1996, which included a $6.3
million charge for restructuring and other costs in September 1996. For the six
months ended June 30, 1997 the Company recorded a net loss of $1.8 million. A
reorganization of the Company's sales force during June 1997 resulted in a
longer sales cycle for software licenses and adversely effected profitability.
In September 1994, the first quarter of fiscal 1995, the Company recorded a
restructuring charge of approximately $2 million resulting from reductions in
staff and related facilities expenses and the termination of certain contracts.
During the quarter ended June 30, 1995, the Company also incurred approximately
$1.8 million in restructuring costs, which included a $0.9 million write-off of
redundant capitalized software, $0.8 million of employee related costs, and
$0.1 million of other costs related to the restructuring. In the quarter ended
December 31, 1995, the Company incurred an additional $1.7 million in
restructuring charges. Future operating results will depend on many factors,
including demand for Cayenne's products, Cayenne's ability to obtain major
orders, the level of competition, Cayenne's ability to develop and market new
products, and the ability of its officers and key employees to manage Cayenne's
business and control costs. There can be no assurance that revenue growth or
profitable operations on a quarterly or annual basis will be achieved during
1997 or in any subsequent fiscal year.
CHANGING MARKETS
The Company develops software tools that help software developers create
applications and integrate diverse information sources for large and small
software development projects. The products include modeling, database design
and development tools for object-oriented, data-driven and structured
application development approaches for use by large corporations, independent
software vendors and technical organizations. The products are targeted to the
object and relational application development needs of software development
teams in a scalable, workgroup-to-enterprise environment. The Company's products
are used to create real-time and embedded applications, three-tier client/server
applications, data warehouses, and internet/intranet solutions on a wide range
of platforms. The market in which Cayenne participates is characterized by
frequent and rapid changes in hardware and software technology and in customer
preferences; the Company has responded to these changes and will continue to do
so in the future. For information-intensive applications the computing
environment has migrated from centralized mainframe computers to personal
computer networks and related "client/server" technology, and it is now
incorporating internet/intranet environments. The Company has devoted much
effort to change its product mix in response to these market changes by: 1)
transitioning its
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mainframe products to a client/server environment, 2) leading the software
industry in the structured to object- oriented design methodologies migration,
3) adding UML object modeling methodology to its OMT methodology, and 4)
internet enabling the Company's products. Cayenne's future success will depend
on its ability to enhance its current products and to develop and introduce new
products that accommodate advances in software and hardware technology and
changing customer requirements.
In July 1996, the Company acquired Cadre Technologies, Inc. and entered
into an additional industry segment focused on the creation and maintenance of
complex software systems, the problem addressed by Computer Aided Software
Engineering ("CASE") products. During the 1970s, a number of "structured"
techniques and methods were invented to replace earlier ad-hoc approaches to
software development. The analysis and design (as opposed to implementation)
techniques emphasize the building of abstract models to assist in the
understanding, planning, and implementation of a system. The rationale for
modeling is the same in software as it is in any engineering discipline; money
and effort are saved if problems are identified and dealt with early in the
engineering process.
Structured analysis and structured design. In the early eighties, networks
of computer workstations made it feasible to partially automate the capture,
traversal, and analysis of engineering models by work groups. This technology
was rapidly adopted in the civil, mechanical, and electrical engineering
domains. The CASE market expanded quickly in the mid-to late-eighties, as did
the number of companies formed to service it. The high end of the market, with
its multi-user networked UNIX engineering workstation solution, found a home in
technically-oriented organizations, such as those in telecommunications,
aerospace and defense. The other end of the market focused on single-user,
personal computer ("PC") based products. These found early success in corporate
IS organizations, where PCs were widely used.
The IS CASE market declined in the early nineties for a number of reasons.
While the IS software development market is large, commitment to structured
methods (and the attendant engineering discipline) was weak. Some CASE companies
made claims which the products were unable to deliver and soured the market.
Others were slow to respond to technology changes such as the shift to
client-server application development and object orientation (discussed further
below). The decline resulted in a number of market leaders closing or being
acquired. The technical market, where Cadre derived the majority of its
business, was affected by the contraction and consolidation in the defense
industry. Consequently, Cadre diversified its product line into the software
development process, including debugging, measurement and verification tools.
Object oriented technology. In the meantime, the software development
community began to experiment with "object-oriented" technology, and in
particular, OO analysis, design and implementation techniques. The structured
techniques mentioned previously generally partition a system purely along
functional lines, i.e. in terms of what the system does. The OO approach
partitions a system into "objects", where each object encapsulates information
and those functions that operate on that information. The benefit of the OO
approach is that systems partitioned this way are more robust, more amenable to
change, and the objects are easier to reuse in other systems.
Cadre started selling its first OO analysis and design products (based on
the method of developing software created by Shlaer-Mellor) in 1989. When market
momentum began to build around a related method called the Object Modeling
Technique ("OMT"), Cadre initially entered the market by reselling an OMT
product in 1993. This was replaced by the OMT tool developed by Westmount
Technology B.V., acquired by Cadre in 1995. In 1997, Cayenne introduced an
object oriented product line that uses the Unified Modeling Language ("UML")
methodology.
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FLUCTUATIONS IN QUARTERLY PERFORMANCE
Throughout its history, Cayenne's revenue has varied from quarter to
quarter, with the largest portion of revenue recognized in the fourth quarter of
each fiscal year. In the normal course of events, Cayenne may realize lower
revenue in the first quarter than in the preceding fourth quarter and also may
realize lower revenue in the third quarter than in the preceding second quarter.
Cayenne has also frequently recognized more revenue in the last month of each
quarter than in either of the preceding two months. Cayenne believes that these
quarterly and monthly patterns are partly attributable to Cayenne's sales
commission policies, which compensate sales personnel for meeting or exceeding
quarterly quotas, and to the budgeting and purchasing cycles of customers. In
addition, Cayenne's revenue and earnings have fluctuated historically, and may
fluctuate in the future, due to the timing of large individual orders. There
were no large orders ($1,000,000 or more) during the six months ended June 30,
1997. Cayenne usually has no significant backlog, and substantially all of its
product revenue in any quarter results from sales made in that quarter. If sales
do not close in a quarter as expected, Cayenne's results of operations for that
quarter would be adversely affected. Net income may be disproportionately
affected by a reduction in revenues because only a small portion of Cayenne's
expenses vary with revenues.
HIGHLY COMPETITIVE INDUSTRY; INCREASING COMPETITION; DEPENDENCE ON KEY PERSONNEL
The market for Cayenne's software products is highly competitive, and
Cayenne expects competition to increase. Companies competing in related markets,
including hardware manufacturers, could seek to enter this market with software
products which offer functionality similar to that offered by Cayenne's
products. The computer aided software engineering ("CASE") market generally has
been adversely affected by competition from other programming support
environments. In addition, Cayenne expects to encounter additional competitors
as it expands its product line beyond the mainframe and structured analysis and
design markets into the client/server and object-oriented markets. Many of
Cayenne's existing and potential competitors have greater financial, technical
and other resources than Cayenne. In addition, mergers or other business
combinations among competitors could strengthen them and create larger companies
with broader product offerings, more extensive market influence and greater
resources. Maintaining and improving Cayenne's competitive position will require
continued investment by Cayenne in research and development, sales, and
marketing, particularly as Cayenne expands its product line beyond the mainframe
and structured analysis and design markets. There can be no assurance that
Cayenne will have sufficient resources to make that investment. Competitive
pressures could result in loss of market share, price reductions and increases
in expenses that could adversely affect Cayenne's business.
Cayenne has experienced turnover in its personnel in the past including
certain executives and key management, technical, and sales employees. Cayenne's
future success will depend in large part upon its ability to attract and retain
skilled executives and management and technical personnel. Competition for such
personnel in the software industry continues to be intense. There can be no
assurance that Cayenne will be successful in attracting and retaining the
personnel it requires for its operations.
VOLATILITY OF SHARE PRICE
Since the completion of Cayenne's initial public offering in November 1991,
the closing price of Cayenne Common Stock, as reported by the Nasdaq Stock
Market, has ranged from $1 3/4 to $37 3/4. The highest closing price of the
Common Stock as reported on the NASDAQ Stock Market during the Company's last
two completed fiscal years was $11.875 per share. See "Price Range of Common
Stock and Dividends." Announcements of technological innovations or new products
by Cayenne or its competitors, quarterly variations in Cayenne's operating
results, general factors affecting the computer software industry, and other
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factors may cause the market price of Cayenne Common Stock to fluctuate
significantly in the future. In addition, in recent years the stock market has
experienced large price and volume fluctuations, which often have been unrelated
to the operating performance of specific companies or market sectors.
RISKS OF INTERNATIONAL OPERATIONS; RELIANCE ON DISTRIBUTORS
Approximately 48%, 50%, 52%, 51% and 53% of Cayenne's revenues in fiscal
1994, 1995, and 1996, the six months ended December 31, 1996, and the six months
ended June 30, 1997, respectively, were attributable to international sales.
The future contribution of sales from Cayenne's international subsidiaries
to its results of operations depends on Cayenne's success in maintaining
cost-effective direct marketing operations through Cayenne's wholly owned
subsidiaries in Australia, Germany, Italy, the Netherlands, Singapore, Spain,
and the United Kingdom. Sales in countries in which Cayenne continues to use
independent distributors will remain subject to the distributors' financial
condition and success, which cannot be controlled by Cayenne. Other risks
inherent in Cayenne's international business generally include exposure to
currency fluctuations, longer payment cycles, greater difficulties in accounts
receivable collection and the requirement of complying with a wide variety of
foreign laws.
DEPENDENCE ON PROPRIETARY TECHNOLOGY
Cayenne's success is heavily dependent upon its proprietary software
technology. Cayenne relies principally on a combination of copyrights, trade
secrets and contractual rights to protect its proprietary technology. In
addition, Cayenne holds ten United States patents and currently has various
patent applications pending abroad. There can be no assurance that any patents
will be issued in respect of those applications, or that the steps taken by
Cayenne to protect its proprietary rights will be adequate to prevent
misappropriation of its technology or independent development by others of
similar technology. Although Cayenne believes that its products and technology
do not infringe on any existing proprietary rights of others, the use of patents
to protect software has increased, and there can be no assurance that third
parties will not assert infringement claims in the future. If any such claim
were to be asserted, it might involve costly and protracted litigation. No
assurance can be given that Cayenne would be successful in any such litigation
or that, if it were not successful, it would be able to license the disputed
proprietary rights on commercially reasonable terms.
ANTI-TAKEOVER EFFECT OF CERTAIN PROVISIONS OF CHARTER AND BY-LAWS, MASSACHUSETTS
LAW AND EMPLOYMENT AGREEMENTS
The Cayenne Board has the authority to issue up to 1,600,000 shares of
preferred stock (including the 100,000 shares of Series C Convertible Preferred
Stock issued in July 1997) and to determine the price, rights, preferences,
privileges and restrictions, including voting rights, of those shares without
any further vote or action by the stockholders. The rights of the holders of
Cayenne Common Stock will be subject to, and may be adversely affected by, the
rights of the holders of any Cayenne preferred stock that may be issued in the
future. The issuance of Cayenne preferred stock, while providing desirable
flexibility in connection with possible acquisitions and other corporate
purposes, could have the effect of making it more difficult for a third party to
acquire a majority of the outstanding voting stock of Cayenne. In addition, the
classification of the Cayenne Board and certain other provisions of Cayenne's
Restated Articles of Organization (the "Cayenne Articles"), its Amended and
Restated By-Laws (the "Cayenne By-Laws") and Massachusetts law could delay or
frustrate the removal of incumbent directors and could make more difficult a
merger, tender offer or proxy contest involving Cayenne. Further, Cayenne and
certain of its current executive officers have entered into employment
agreements that become effective only upon the occurrence of certain "changes in
control." Other officers of the Company also have
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arrangements providing them with severance payments and other benefits if their
employment is terminated without cause or, in some cases, in connection with a
change in control of the Company. While these agreements were intended by
Cayenne to limit further departures by executive officers, the agreements also
could have the effect of making a merger, tender offer or proxy contest more
difficult.
SHARES OF COMMON STOCK ELIGIBLE FOR FUTURE SALE
Sales of a substantial number of shares of Cayenne Common Stock in the
public market could adversely affect the market price for the Cayenne Common
Stock. Sales of substantial amounts of Cayenne Common Stock by existing holders
may impair Cayenne's ability to raise capital in the future through the sale of
Cayenne Common Stock or other equity securities.
Cayenne has registered 11,799,945 shares of Cayenne Common Stock issuable
under its stock option and stock purchase plans, of which 3,071,509 shares were
subject to outstanding options at August 7, 1997. Shares issued upon the
exercise of options and shares issued under Cayenne's stock purchase plan
generally will be eligible for sale in the public market.
LITIGATION
Cayenne has received correspondence from Esprit Systems Consulting, Inc.
claiming that Cayenne's subsidiary, Cadre Technologies, Inc., is liable to
Esprit for approximately $1,650,000 under an extension to a contract for
services to be rendered to Cadre. Cayenne believes that the claim is without
merit, because, among other things, the contract in question terminated without
extension. The claim has not been asserted formally in arbitration or
litigation, and no assurance can be given as to its future course or likely
result.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock
offered hereby by the Selling Stockholders.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The following table sets forth, for the periods indicated, the range of
high and low sales prices for the Company's common stock, as reported by the
NASDAQ Stock Market. The Company's Common Stock is traded under the NASDAQ
symbol "CAYN" (formerly "BACH") since the Company's initial public offering on
November 26, 1991. These prices reflect interdealer prices, without retail
mark-ups, mark-downs or commissions, and do not necessarily represent actual
transactions.
6 Months Fiscal Year Fiscal Year Fiscal Year
Ended 6/30/97 1996b 1996 1995
---------------- --------------- -------------- ------------------
High Low High Low High Low High Low
First Quarter $5.88 $3.938 $7.13 $4.00 $7.875 $5.75 $2.750 $1.75
Second Quarter 4.188 3.25 5.69 3.813 10.25 4.625 4.188 2.00
Third Quarter n/a n/a n/a n/a 11.875 8.25 5.375 3.50
Fourth Quarter n/a n/a n/a n/a 10.00 6.50 7.875 4.50
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The Company has not declared or paid cash dividends on its common stock and
does not plan to pay cash dividends to its stockholders in the near future. The
Company presently intends to retain any earnings to finance further growth of
its business. At August 7, 1997, there were 617 stockholders of record of the
Company's Common Stock.
NOTE: In October 1996, the Company changed its fiscal year-end from June 30 to
December 31, and accordingly experienced a short fiscal year from July 1 through
December 31, 1996. That short year is referred to as "Fiscal Year 1996b" in the
table above.
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BUSINESS
CAYENNE SOFTWARE, INC., organized as a Massachusetts corporation in
1983 under the name BACHMAN Information Systems, Inc., develops, markets and
supports a comprehensive suite of software products and services. Fortune 1000
companies and government agencies around the world use Cayenne products as they
develop, implement, and maintain enterprise-wide, business-critical information
systems. Cayenne's products are designed around an innovative open architecture
that enables organizations to create applications that integrate diverse
information sources into new high-performance computing environments, to modify
applications as business and technology change, and to run those applications on
a variety of platforms. Cayenne's approach to reusability and its open
architecture directly support mainframe and client/server initiatives and
partnerships with other leading software vendors.
Cayenne targets its products to Fortune 1000 companies, government
agencies, and organizations of similar size throughout the world that use
personal computers, workstations, mid-range and mainframe computers and
relational database management systems for data-intensive applications.
The Company develops software tools that help software developers
create applications and integrate diverse information sources for large and
small software development projects. The products include modeling, database
design and development tools for object-oriented, data-driven and structured
application development approaches for use by large corporations, independent
software vendors and technical organizations. The products are targeted to the
object and relational application development needs of software development
teams in a scaleable, workgroup-to-enterprise environment. The Company's
products are used to create real-time and embedded applications, three-tier
client/server applications, data warehouses, and Internet/intranet solutions on
a wide range of platforms. The market in which Cayenne participates is
characterized by frequent and rapid changes in hardware and software technology
and in customer preferences, and therefore, the Company has devoted much effort
to enhance its product offerings and to improve its competitive position
through: development efforts, strategic alliances and acquisitions. These
actions have had an adverse effect on the Company's operating results during
fiscal 1994, 1995 and 1996 the six-month transition period ended December 31,
1996 and the six months ended June 30, 1997.
Cayenne's executive offices, principal research and development facilities, and
principal marketing, customer service and support and production facilities are
located in approximately 62,000 square feet of space in an executive office park
in Burlington, Massachusetts. Cayenne occupies that space under a lease expiring
October 31, 1997. Cayenne is currently negotiating for renewal of its lease.
There is currently substantial demand for general office space in the Greater
Boston area; and Cayenne may experience an increase in rental expense for
periods after October 1997, as well as expenses for moving if Cayenne ultimately
arranges to lease other space. Cayenne maintains its primary sales and support
offices in nine locations in the United States, and its distribution
subsidiaries have offices in Toronto, Canada; Bracknell, England; Wiesbaden and
Munich, Germany; Singapore; Madrid, Spain; Delft, Netherlands; Canberra,
Australia; and Florence, Milan, Rome, and Turin, Italy.
SELLING STOCKHOLDERS
The following table sets forth the number of shares of Common Stock
owned by each of the Selling Stockholders as of August 12, 1997. Except as
indicated, none of the Selling Stockholders has had a material relationship with
the Company within the past three years other than as a result of the ownership
of the Shares
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or other securities of the Company. Because the Selling Stockholders may offer
all or some of the Shares which they hold pursuant to the offering contemplated
by this Prospectus, and because there are currently no agreements, arrangements
or understandings with respect to the sale of any of the Shares, no estimate can
be given as to the amount of Shares that will be held by the Selling
Stockholders after completion of this offering. The Shares offered by this
Prospectus may be offered from time to time by the Selling Stockholders named
below:
Shares
Beneficially
Owned Before Shares Registered
the Offering for Sale Hereby1
---------------- -------------------
Southbrook International 1,033,332 1,033,332
Investments, Ltd.2
Total 1,033,332 1,033,332
================ ===================
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable in connection with the shares
registered for sale hereby by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without
the receipt of consideration which results in an increase in the number
of the Registrant's outstanding shares of Common Stock.
(2) Southbrook International Investments, Ltd. holds 100,000 shares of the
company's Series C Convertible Preferred Stock, which may be converted
to shares of Common Stock from time to time at a rate determined by the
lower of the average quoted market price of the Common Stock for either
(i) the ten trading days preceding the date of issuance or (ii) any
five trading days during the period of thirty days before the
conversion. The amount of Common Stock shown in the table reflects the
amount into which the full 100,000 shares of Preferred Stock might have
been converted on August 12, 1997 in accordance with the market-price
formula. Because the number of shares of Common Stock that will be
ultimately issued to Southbrook upon conversion of the preferred stock
is dependent upon the conversion formula described above, that amount
(and therefore the amount of Common Stock offered hereby) cannot be
determined at this time. Southbrook also holds warrants to purchase an
aggregate of 233,332 shares of Common Stock. The amount of Common Stock
shown in the table reflects the amount that the Southbrook would be
entitled to purchase upon exercise of the warrants in full.
PLAN OF DISTRIBUTION
The Common Stock may be sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest thereof. They may sell from time to time on one or more exchanges, in
the over-the-counter market, or otherwise, at prices and at terms then
prevailing or at prices related to the then current market price or in
negotiated transactions. The shares may be sold by one or more of the following
methods, without limitation: (a) a block trade in which the broker or 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, (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to the Prospectus, as supplemented, (c) an exchange
distribution in accordance with the rules of such exchange, (d) ordinary
brokerage transactions and transactions in which the broker solicits purchasers,
(e) privately negotiated transactions; if short sales; and (g) a combination of
any such methods of sale. In addition, any securities covered by the Prospectus
which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to the Prospectus, as supplemented. From time to time the Selling
Stockholders may engage in short sales, short sales against the box, puts and
calls and other transactions in securities of the Company or derivatives
thereof, and may sell and deliver the shares in connection therewith.
From time to time Selling Stockholders may pledge their shares pursuant
to the margin provisions of their respective customer agreements with their
respective brokers. Upon a default by a Selling Stockholder, the broker may
offer and sell the pledged shares of Common Stock from time to time.
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16
To the extent required by applicable law, the specific Shares to be
sold, the names of the Selling Shareholders, the respective purchase prices and
public offering prices, the names of any such agent, broker-dealer or
underwriter, and any applicable commissions or discounts with respect to a
particular offer will be set forth in an accompanying Prospectus Supplement.
Resales or reoffers of the Shares by the Selling Shareholders must be
accompanied by a copy of this Prospectus.
The Selling Shareholders and any agents, broker-dealers or underwriters
that participate in the distribution of the Shares may be deemed to be
underwriters, and any profit on the sale of the Shares by them, and any
discounts, commissions or concessions received by them, may be deemed to be
underwriting commissions or discounts under the Securities Act.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts.
EXPERTS
The consolidated balance sheets as of December 31 and June 30, 1996
and 1995 and the consolidated statements of operations, stockholders' equity
(deficit), and cash flows for the six month period ended December 31, 1996 and
for each of the three years in the period ended June 30, 1996 of the Company
incorporated by reference in this Registration Statement, have been
incorporated by reference herein in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of that firm as experts
in accounting and auditing.
The consolidated financial statements of Cadre Technologies, Inc. and
its subsidiaries as of December 31, 1995 and for each of the two years in the
period then ended, incorporated in this prospectus by reference from the
Cayenne Software, Inc. Annual Report on Form 10-K for the year ended December
31, 1996 have been audited by Deloitte & Touche, LLP, independent auditors, as
stated in their report which is incorporated herein by reference (which
report expresses in unqualified opinion and includes an explanatory paragraph
relating to substantial doubt about Cadre Technologies, Inc.'s ability to
continue as a going concern), and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
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No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or any Selling Shareholder. This Prospectus does not
constitute an offer to sell or the solicitation of an offer to buy any
securities other than the securities to which it relates or an offer to sell or
the solicitation of an offer to buy such securities in any circumstances in
which such offer or solicitation is unlawful. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Company
since the date hereof or the information contained herein is correct as of any
time subsequent to its date.
TABLE OF CONTENTS
Page
The Company............................... 2
Available Information..................... 2
Information Incorporated
by Reference.............................2
Forward-looking Statements.................3
Risk Factors............................. 4
Use of Proceeds............................9
Price Range of Common Stock
and Dividends...........................10
Business..................................11
Selling Stockholders......................11
Plan of Distribution......................12
Legal Matters.............................13
Experts...................................13
1,873,332 Shares
CAYENNE SOFTWARE, INC.
Common Stock
(par value $.01 per share)
-----------------------
PROSPECTUS
-----------------------
August __, 1997
18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Selling Stockholder(s) will bear all brokerage fees and commissions
and similar charges relating to their sales of any of the registered shares. The
following expenses of this registration (all estimated) will be borne by the
Registrant:
SEC registration fee....................... $ 1,455
Printing and EDGAR filing.................. 5,000
Legal and accounting fees.................. 7,500
-------
........................................... 13,955
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Paragraph D of Article 6 of the Company's Articles provides that, to the
maximum extent permitted by Massachusetts law (as the same exists or is
subsequently amended), no director shall be personally liable to the Company or
any of its stockholders for monetary damages arising out of the director's
breach of fiduciary duty as a director of the Company. Section 13(b)(l 1/2) of
the Massachusetts BCL provides that a Massachusetts corporation's articles of
organization may state a provision eliminating or limiting the personal
liability of a director to a corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
may not eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under specified sections of the Massachusetts
BCL establishing the liability of directors for certain unauthorized
distributions and loans to insiders or (iv) for any transaction from which the
director derived an improper personal benefit.
Section 6 of Article VII of the the Company's By-Laws provides that the
Company shall, to the extent legally permissible, indemnify each of its
directors and officers (including persons who serve at its request as directors,
officers or trustees of any organization in which the Company has an interest as
a stockholder, creditor or otherwise), against all liabilities and expenses
reasonably incurred by such persons in connection with the defense or
disposition of any action, suit or proceeding in which they may be involved or
with which they may be threatened by reason of being or having been such a
director or officer, except with respect to any matter as to which they shall
have been adjudicated not to have acted in good faith in the reasonable belief
that their action was in the best interests of the Company. Section 67 of the
Massachusetts BCL authorizes a Massachusetts corporation to indemnify its
directors, officers, employees and other agents unless such person shall have
been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that such action was in the best interests of the corporation.
The effect of these provisions would be to permit indemnification by the
Company for, among other liabilities, (a) liabilities arising out of the
Securities Act in connection with this Registration Statement (see Item 9
below).
Section 67 of the Massachusetts BCL also affords a Massachusetts
corporation the power to obtain insurance on behalf of its directors, officers,
employees and agents against liabilities incurred by them in those capacities or
out of their status as such, whether or not the corporation would have the power
to indemnify them against those liabilities. The Company has procured
a directors' and officers' liability and company
II-1
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reimbursement liability insurance policy that (a) insures directors and officers
of the Company against losses (in excess of a deductible amount) arising from
certain claims made against them by reason of certain acts done or attempted by
such directors or officers and (b) insures the Company against losses (in excess
of a deductible amount) arising from any such claims, but only if the Company is
required or permitted to indemnify such directors or officers for such losses
under statutory or common law or under provisions of the Company's articles of
organization or by-laws.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)...............................Exhibits:
3.1 Statement of Rights and Preferences of Series C Convertible
Preferred Stock
4.1 Specimen Certificate representing Common Stock of the Company
(filed as Exhibit 4.1 to the Company's Registration Statement
on Form S-1, File No. 33-43401, and incorporated herein by
reference)
4.2 Convertible Preferred Stock Purchase Agreement dated as of
July 18, 1997 between the Company and Southbrook International
Investments, Ltd.
4.3 Registration Rights Agreement dated as of July 18, 1997
4.4 Form of Warrant Agreement dated as of July 18, 1997
5.1 Opinion of Foley, Hoag & Eliot LLP
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Foley, Hoag & Eliot LLP (included on Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) 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;
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20
(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 2 (a)(1)(i) and 2 (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 by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
herein.
(b) 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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
3. 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.
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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 the Town of Burlington, Massachusetts, on August 15, 1997.
CAYENNE SOFTWARE, INC.
By: /s/ Frederick H. Phillips
------------------------------------------
Frederick H. Phillips
Vice President, Finance and Administration
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Peter J. Boni and Frederick H. Phillips, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing he may
deem necessary or advisable to be done in connection with this Registration
Statement, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Peter J. Boni President and August 18, 1997
-------------------------- Chief Executive Officer,
Peter J. Boni Director
/s/ Frederick H. Phillips Vice President, Finance and Administration, August 15, 1997
-------------------------- Treasurer and Chief Financial Officer
Frederick H. Phillips (Principal Financial and Accounting Officer)
/s/ Charles W. Bachman Chairman of the Board August 8, 1997
-------------------------- of Directors
Charles W. Bachman
/s/ John J. Alexander Director August 11, 1997
--------------------------
John J. Alexander
/s/ R. John Fletcher Director August 8, 1997
--------------------------
R. John Fletcher
/s/ William H. D. Goddard Director August 14, 1997
--------------------------
William H. D. Goddard
/s/ Roland Pampel Director August 11, 1997
--------------------------
Roland Pampel
/s/ Allyn C. Woodward, Jr. Director August 11, 1997
--------------------------
Allyn C. Woodward, Jr.
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INDEX OF EXHIBITS
3.1 Statement of Rights and Preferences of Series C Convertible
Preferred Stock
4.1 Specimen Certificate representing Common Stock of the Company
(filed as Exhibit 4.1 to the Company's Registration Statement
on Form S-1, File No. 33-43401, and incorporated herein by
reference)
4.2 Convertible Preferred Stock Purchase Agreement dated as of
July 18, 1997 between the Company and Southbrook International
Investments, Ltd.
4.3 Registration Rights Agreement dated as of July 18, 1997
4.4 Form of Warrant Agreement dated as of July 18, 1997
5.1 Opinion of Foley, Hoag & Eliot LLP
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Foley, Hoag & Eliot LLP (included on Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)