Strange stock jumps on day they file Registration statement showing proposed sales by insiders.
DOCUCORP INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
5910 North Central Expressway, Suite 800
Dallas, Texas 75206
---------------------
Todd A. Rognes
Senior Vice President and Chief Financial Officer
DocuCorp International, Inc.
5910 North Central Expressway, Suite 800
Dallas, Texas 75206
(214) 891-6500
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
SUBJECT TO COMPLETION, DATED DECEMBER 29, 1998
720,000 SHARES
DOCUCORP INTERNATIONAL, INC.
COMMON STOCK
---------------------
Certain of the stockholders of DocuCorp International, Inc., a Delaware
corporation, are offering 720,000 shares of the Company's Common Stock. The
Company will not receive any of the proceeds from the stockholders' sale of
their shares.
SIGNIFICANT REVENUES FROM TWO INDUSTRIES INCREASES DEPENDENCE ON THOSE
INDUSTRIES
Our continued financial performance and our future growth will depend
upon our ability to continue to market our products successfully in the
insurance and utilities industries and to enhance and market technologies for
distribution in other markets. Approximately 73% of our total revenues for
the year ended July 31, 1998 and 70% of our pro forma total revenues for the
year ended July 31, 1997 were derived from the insurance industry. Of these
revenues, 13% and 21% of total revenues in fiscal 1998 and 1997 (on a pro
forma basis), respectively, were derived from one customer, Prudential
Insurance Company of America. Additionally, approximately 20% and 9% of our
total revenues for the year ended July 31, 1998 and 1997 (on a pro forma
basis), respectively, were derived from the utilities industry. We will be
required to make substantial product development and distribution channel
investments in order to serve new markets. We cannot assure you that the
Company will be able to continue marketing its products successfully in the
insurance and utilities industries or will be able to introduce successfully
new or existing products in markets other than the insurance and utilities
industries. In addition, we cannot assure you that the Company will continue
to sell products and services to Prudential Insurance Company of America at
historical levels. Any significant decline in revenues derived from
Prudential Insurance Company of America could have a material adverse effect
on the Company's results of operations.
SELLING STOCKHOLDERS
All of the selling stockholders acquired the shares of Common Stock owned by them
pursuant to the Company's acquisition of EZPower Systems or Maitland
Software.
Shares Owned Shares Owned
Before the Shares Being After the
Name Offering Offered Offering (1)
- ---- ------------ ------------ ------------
Sashidhar P. Reddi(2) 179,465 179,465 ---
Subinder Khurana(3) 87,901 87,901 ---
Michael C. Row(4) 60,711 60,711 ---
Dr. G. V. Reddy 38,457 38,457 ---
Dr. Swarna Kirshnasamy 3,663 3,663 ---
Prasanth G. Reddy 3,663 3,663 ---
Neel G. Reddy 5,494 5,494 ---
Anam Anish Reddy 458 458 ---
P. Ashok Reddy 549 549 ---
Saranya Reddy 549 549 ---
Ashwin Ashok 732 732 ---
Sheena Ashok 732 732 ---
Shankar Bhatta 1,099 1,099 ---
Syed Manzur Elahi 9,106 9,106 ---
Munize Manzur 8,013 8,013 ---
Dikran Hovamigian 1,831 1,831 ---
John Iwasz 366 366 ---
Sandipan Sharma 769 769 ---
John Smith 3,663 3,663 ---
Matt Timmins 440 440 ---
Michael Weiss 610 610 ---
Digistar Investments(5) 238,066 238,066 ---
Zingero Establishment 3,663 3,663 ---
James S. Gentsch 85,000 35,000 50,000
David T. Rourke 85,000 35,000 50,000
(1) Assumes that all of the shares offered hereby are sold.
(2) Subsequent to the acquisition of EZPower Systems, Mr. Reddi has served as
Senior Vice President, Business Development of the Company. Mr. Reddi has
contractually agreed not to sell more than 119,644 of his shares prior to
February 1, 2000. Mr. Reddi's shares owned before the Offering constitute
1.1% of the outstanding Common Stock.
(3) Mr. Khurana has contractually agreed not to sell more than 58,600 of his
shares prior to February 1, 2000.
(4) Mr. Row has contractually agreed not to sell more than 40,474 of his shares
prior to February 1, 2000.
(5) Digistar Investments' shares owned before the Offering constitute 1.5% of
the outstanding Common Stock.
The offering of the shares contemplated hereby will
terminate on March 31, 2000.
PLAN OF DISTRIBUTION
The selling stockholders may offer the shares from time to time in open
market transactions (which may include block transactions) or otherwise in
the over-the-counter market through the Nasdaq National Market, or in private
transactions at prices relating to prevailing market prices or at negotiated
prices.
DESCRIPTION OF CAPITAL STOCK
approximately 16,179,958 shares of Common Stock were outstanding and no
shares of Class B common stock or Preferred Stock were outstanding.
The Company does not intend to issue any more Class B common stock.
COMMON STOCK
Holders of Common Stock do not have any preemptive or subscription rights or
any redemption or conversion rights.
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