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EX-99.2 - EX-99.2 - COVER ALL TECHNOLOGIES INCd28518_ex99-2.htm
EX-99.1 - EX-99.1 - COVER ALL TECHNOLOGIES INCd28518_ex99-1.htm



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 8-K


CURRENT REPORT


PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



Date of Report

 (Date of earliest event reported):

August 11, 2011 (August 10, 2011)



COVER-ALL TECHNOLOGIES INC.


(Exact name of Registrant as Specified in its Charter)



Delaware
   
0-13124
   
13-2698053
(State or Other Jurisdiction
of Incorporation)
   
(Commission
File Number)
   
(IRS Employer
Identification No.)



55 Lane Road, Fairfield, New Jersey 07004


(Address of Principal Executive Offices)



Registrant's telephone number, including area code

(973) 461-5200



N/A


(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 2.02.

Results of Operations and Financial Condition.


On August 11, 2011, Cover-All Technologies Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2010.  A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.


The information furnished in this section of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 8.01.

Other Events.

On August 10, 2011, the Company’s Board of Directors amended the compensation for its non-employee directors for 2011 in order to compensate each non-employee director for serving on the Company’s Compensation Committee.  No other changes were made to the 2011 compensation for non-employee directors.  A summary of the Amended 2011 Non-Employee Director Compensation is attached hereto as Exhibit 99.2.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

99.1

Press Release, dated August 11, 2011.

99.2

Summary of Amended 2011 Non-Employee Director Compensation, dated August 10, 2011.


[signature on following page]







Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COVER-ALL TECHNOLOGIES INC.



Date:  August 11, 2011

By:

/s/ Ann Massey

Ann Massey, Chief Financial Officer







Index to Exhibits


Exhibit No.

Description

Exhibit 99.1

Press Release, dated August 11, 2011.

Exhibit 99.2

Summary of Amended 2011 Non-Employee Director Compensation, dated August 10, 2011.