-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R6IgbfnK5b56x7fxFfRDQAgEyWTWodiSoSMQGfk4DJMp8NH7MYUEbSAouSb7gUbm Fg3HHnPUqocgUj048WWs/g== 0000930661-95-000332.txt : 19951004 0000930661-95-000332.hdr.sgml : 19951004 ACCESSION NUMBER: 0000930661-95-000332 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951003 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STERLING SOFTWARE INC CENTRAL INDEX KEY: 0000716714 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 751873956 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62057 FILM NUMBER: 95578415 BUSINESS ADDRESS: STREET 1: 8080 N CENTRAL EXPWY STE 1100 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 2148918600 424B3 1 PROSPECTUS SUPPLEMENT Registration Statement No. 33-62057. Filed pursuant to Rules 424(b)(3) and 424(c) STERLING SOFTWARE, INC. SUPPLEMENT TO PROSPECTUS DATED AUGUST 23, 1995 With respect to the Prospectus filed with the Form S-3 Registration Statement No. 33-62057 dated August 23, 1995, which covered an increase of 350,000 shares of common stock of Sterling Software, Inc. (the "Company") and which was combined with Registration Statement No. 33-56683 to cover an aggregate of 4,667,763 shares: The Prospectus is hereby amended in its entirety to include the following information: [This space intentionally left blank.] PROSPECTUS 4,667,763 Shares STERLING SOFTWARE, INC. Common Stock This Prospectus relates to the offer and sale by Sterling Software, Inc. ("Sterling" or the "Company") of up to 4,667,763 shares (the "Shares") of the Company's common stock, par value $0.10 per share (the "Common Stock"), issuable by the Company upon exercise of options (the "Options") granted or to be granted from time to time to eligible persons pursuant to the provisions of the Company's 1992 Non-Statutory Stock Option Plan (as amended, the "Plan"). This Prospectus also relates to the offer and sale of up to 4,667,763 Shares by certain stockholders (the "Selling Stockholders") who will acquire such Shares upon the exercise of Options. The Shares may be sold from time to time by the Selling Stockholders, or by permitted transferees. Such sales may be made on one or more exchanges, including the New York Stock Exchange (the "NYSE"), or in the over the counter market, or in negotiated transactions, in each case at prices and at terms then prevailing or at prices related to the then current market price or at negotiated prices and terms. Upon any sale of the Shares offered hereby, Selling Stockholders or permitted transferees and participating agents, brokers or dealers may be deemed to be underwriters as that term is defined in the Securities Act of 1933, as amended (the "Securities Act"), and commissions or discounts or any profit realized on the resale of such securities may be deemed to be underwriting commissions or discounts under the Securities Act. See "Plan of Distribution." The Common Stock is listed for trading on the NYSE under the symbol "SSW." On August 22, 1995, the closing price of the Common Stock on the NYSE was $46.50. The Company will pay all expenses in connection with this offering, which are estimated to be approximately $22,544.64. ---------------- 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. ---------------- The date of this Prospectus is August 23, 1995. 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"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the regional offices of the Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and at 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such materials can also be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C., 20549, at prescribed rates. The Common Stock is listed on the NYSE. Reports, proxy statements and other information concerning the Company can also be inspected at the offices of the NYSE at 20 Broad Street, New York, New York 10005. The Company has filed with the Commission a Registration Statement on Form S-3 (together with all amendments and exhibits thereto, the "Registration Statement") under the Securities Act with respect to the offer and sale of the Common Stock to be issued pursuant to the Plan. As permitted by the rules and regulations of the Commission, this Prospectus omits certain of the information contained in the Registration Statement. Copies of the Registration Statement are available from the Public Reference Section of the Commission at prescribed rates. Statements contained herein concerning the provisions of documents filed with the Registration Statement are necessarily summaries of such documents, and each such statement is qualified in its entirety by reference to the copy of the applicable document filed with the Commission. The Company's principal executive offices are located at 8080 N. Central Expressway, Suite 1100, Dallas, Texas 75206, and the Company's telephone number at such address is (214) 891-8600. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, which have been filed with the Commission by the Company, are incorporated herein by reference and made a part hereof: (i) Annual Report on Form 10-K (File No. 1-8465) for the year ended September 30, 1994, as amended by Form 10-K/A Amendment No. 1; (ii) Quarterly Report on Form 10-Q for the quarter ended December 31, 1994; (iii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1995; 2 (iv) Quarterly Report on Form 10-Q/A for the quarter ended March 31, 1995; (v) Quarterly Report on Form 10-Q for the quarter ended June 30, 1995; (vi) Current Report on Form 8-K (File No. 1-8465) dated November 3, 1994; (vii) Current Report on Form 8-K (File No. 1-8465) dated November 14, 1994; (viii) Current Report on Form 8-K (File No. 1-8465) dated November 30, 1994; (ix) Current Report on Form 8-K (File No. 1-8465) dated February 28, 1995; and (x) the description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A (No. 0-108465), filed March 7, 1990. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of Common Stock to be made hereunder shall be deemed to be incorporated herein by reference and made a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for all purposes of this Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein 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 each person to whom a copy of this Prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into the information that this Prospectus incorporates). Written or telephonic requests for copies should be directed to the Company's principal office: Sterling Software, Inc., 8080 N. Central Expressway, Suite 1100, Dallas, Texas 75206, Attention: Jeannette P. Meier, Executive Vice President, Secretary and General Counsel (telephone: (214) 891- 8600). USE OF PROCEEDS The proceeds derived from this sale of Common Stock offered hereby shall constitute general funds of the Company. 3 SELLING STOCKHOLDERS This Prospectus covers the purchase from the Company of up to 4,667,763 Shares in the aggregate, by the holders of the Options upon the exercise thereof in accordance with their terms and the subsequent offer and resale of Shares to be acquired by certain holders of Options upon the exercise thereof. The Board of Directors of the Company (the "Board") or a Stock Option Committee appointed by the Board, subject to the provisions of the Plan, will determine from time to time (i) the individuals, from among the Company's full time employees and key advisors, including directors, to whom Options will be granted, (ii) the number of shares of Common Stock to be covered by each Option and (iii) the purchase price of Common Stock subject to each Option, which may be equal to, less than or greater than the fair market value of the Common Stock on the date of grant. Unless sooner terminated by action of the Board, the Plan will terminate on March 31, 2002, and no Options may be granted pursuant to the Plan after such date. The table below sets forth information concerning the Common Stock owned by the following Selling Stockholders, none of whom has, or within the past three years has had, any position, office or other material relationship with the Company, except as noted herein:
COMMON STOCK OFFERED FOR OWNERSHIP OF SELLING AMOUNT AND COMMON STOCK STOCKHOLDERS' PERCENTAGE PRIOR TO ACCOUNT UPON OF CLASS AFTER NAME OFFERING (1) EXERCISE OFFERING (2) - ----------------------- ---------------- ------------- ------------------ Richard Connelly 18,844 (3) 1,844 17,000 (3)(*) Robert E. Cook 39,209 (4) 30,000 9,209 (4)(*) Greenbriar Limited 500,000 500,000 -0- (*) Michael C. French 95,800 (5) 30,000 65,800 (5)(*) Albert K. Hoover 20,340 (6) 12,540 7,800 (6)(*) James E. Jenkins, Jr. 19,495 (7) 6,969 12,526 (7)(*) Jeannette P. Meier 183,225 (8) 24,400 158,825 (8)(*) Donald R. Miller, Jr. 70,000 (9) 40,000 30,000 (9)(*) Quayle Limited 333,000 333,000 -0- (*) Sarnia Investments 167,000 167,000 -0- (*) Limited Clive A. Smith 192,938(10) 24,838 168,100 (10)(*) A. Maria Smith 225,000(11) 60,000 165,000 (11)(*)
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COMMON STOCK OFFERED FOR OWNERSHIP OF SELLING AMOUNT AND COMMON STOCK STOCKHOLDERS' PERCENTAGE PRIOR TO ACCOUNT UPON OF CLASS AFTER NAME OFFERING (1) EXERCISE OFFERING (2) - ----------------------- ---------------- ------------- ------------------ Geno P. Tolari 195,313 (12) 100,000 95,313 (12)(*) Anne Vahala 53,438 (13) 12,438 41,000 (13)(*) Sterling L. Williams 1,154,000 (14) 625,000 529,000 (14) (4.368%) Charles J. Wyly, Jr. 1,548,273 (15) 150,000 1,398,273 (15) (4.997%) Evan A. Wyly 186,440 (16) 60,000 126,440 (16)(*) Sam Wyly 1,896,965 (17) 700,000 1,196,965 (17) (7.194%)
- ------------------ * Indicates shares held are less than 1% of class. (1) Based on ownership as of August 21, 1995. Includes Shares to be acquired upon exercise of Options granted under the Plan, some of which are not exercisable within 60 days of the date of this Prospectus. (2) Based on 25,265,705 shares of Common Stock outstanding as of August 21, 1995. Assumes the exercise of all Options granted under the Plan, the exercise of which is covered by this Prospectus, and the sale of the Shares acquired thereby. (3) Includes 17,000 shares purchasable pursuant to options not granted under the Plan, some of which are not exercisable within 60 days of the date of this Prospectus. (4) Includes 2,709 shares purchasable pursuant to options not granted under the Plan, all of which are exercisable within 60 days of the date of this Prospectus. (5) Includes 65,000 shares purchasable pursuant to options not granted under the Plan, some of which are not exercisable within 60 days of the date of this Prospectus. (6) Includes 7,800 shares purchasable pursuant to options not granted under the Plan, some of which are not exercisable within 60 days of the date of this Prospectus. (7) Includes 12,526 shares purchasable pursuant to options not granted under the Plan, some of which are not exercisable within 60 days of the date of this Prospectus. (8) Includes 154,050 shares purchasable pursuant options not granted under the Plan, some of which are not exercisable within 60 days of the date of this Prospectus. (9) Includes 30,000 shares purchasable pursuant options not granted under the Plan, some of which are not exercisable within 60 days of the date of this Prospectus. (10) Includes 168,100 shares purchasable pursuant options not granted under the Plan, some of which are not exercisable within 60 days of the date of this Prospectus. (11) Includes 165,000 shares purchasable pursuant options not granted under the Plan, some of which are not exercisable within 60 days of the date of this Prospectus. (12) Includes 95,313 shares purchasable pursuant to options not granted under the Plan, some of which are not exercisable within 60 days of the date of this Prospectus. (13) Includes 41,000 shares purchasable pursuant to options not granted under the Plan, none of which are exercisable within 60 days of the date of this Prospectus. 5 (14) Includes 529,000 shares purchasable pursuant to options not granted under the Plan, some of which are not exercisable within 60 days of the date of this Prospectus. (15) Includes 307,016 shares directly owned by family trusts of which Charles J. Wyly, Jr. is trustee. Also includes 556,574 shares held of record by two limited partnerships of which Charles J. Wyly, Jr. is general partner. Also includes 400,000 shares purchasable pursuant to options not granted under the Plan, some of which are not exercisable within 60 days of the date of this Prospectus. Also includes 134,683 shares purchasable pursuant to warrants owned by family trusts of which Charles J. Wyly, Jr., is trustee, all of which are exercisable within 60 days of the date of this Prospectus. (16) Includes 40,000 shares purchasable pursuant to options not granted under the Plan, some of which are not exercisable within 60 days of the date of this Prospectus. Also includes 33,686 shares purchasable pursuant to warrants that are fully exercisable within 60 days of the date of this Prospectus. (17) Includes 257,342 shares directly owned by family trusts of which Sam Wyly is trustee. Also includes 438,612 shares held of record by two limited partnerships of which Sam Wyly is general partner. Also includes 400,000 shares purchasable pursuant to options not granted under the Plan, some of which are not exercisable within 60 days of the date of this Prospectus. Also includes 101,011 shares purchasable pursuant to warrants owned by family trusts of which Sam Wyly is trustee, all of which are exercisable within 60 days of the date of this Prospectus. Richard Connelly serves as Vice President and Controller of the Company. Robert E. Cook is a Director of the Company. George H. Ellis serves as Executive Vice President and Chief Financial Officer of the Company. Albert K. Hoover serves as Vice President, Assistant Secretary and Assistant General Counsel of the Company. James E. Jenkins, Jr. serves as Vice President, Tax, and Assistant Secretary of the Company. Jeannette P. Meier serves as Executive Vice President, Secretary and General Counsel of the Company. Donald R. Miller, Jr. serves as a Director of the Company. Geno P. Tolari serves as Executive Vice President of the Company. Anne Vahala serves as Vice President, Corporate Communications, of the Company. Sterling L. Williams serves as President, Chief Executive Officer and Director of the Company. Charles J. Wyly, Jr. serves as Vice Chairman of the Board. Sam Wyly serves as Chairman of the Board. PLAN OF DISTRIBUTION The Shares may be issued to the Selling Stockholders from time to time by the Company upon exercise of the Options. The Shares may be sold from time to time by any of the Selling Stockholders, or permitted transferees. The Shares may be disposed of from time to time in one or more transactions through any one or more of the following: (i) to purchasers directly, (ii) in ordinary brokerage transactions and transactions in which the broker solicits purchasers, (iii) through underwriters or dealers who may receive compensation in the form of underwriting discounts, concessions or commissions from the Selling Stockholders or such permitted transferees/or from the purchasers of the Shares for whom they may act as agent, (iv) the writing of options on the Shares, (v) the pledge of the Shares as security for any loan or obligation, including pledges to brokers or dealers who may, from time to time, themselves effect distributions of the Shares or interests therein, (vi) purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this Prospectus, (vii) 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 and (viii) an exchange distribution in accordance with the rules of such exchange, including the NYSE, or in transactions in the over the counter market. Such sales may be made at prices 6 and at terms then prevailing or at prices related to the then current market price or at negotiated prices and terms. In effecting sales, brokers or dealers may arrange for other brokers or dealers to participate. The Selling Stockholders or such successors in interest, and any underwriters, brokers, dealers or agents that participate in the distribution of the Shares, may be deemed to be "underwriters" within the meaning of the Securities Act, and any profit on the sale of the Shares by them and any discounts, commissions or concessions received by any such underwriters, brokers, dealers or agents may be deemed to be underwriting commissions or discounts under the Securities Act. The Company will pay all of the expenses incident to the offering and sale of the Shares to the public other than underwriting discounts or commissions, brokers' fees and the fees and expenses of any counsel to the Selling Stockholders related thereto. In the event of a material change in the plan of distribution disclosed in this Prospectus, the Selling Stockholders will not be able to effect transactions in the Shares pursuant to this Prospectus until such time as a post-effective amendment to the Registration Statement is filed with, and declared effective by, the Commission. LEGAL MATTERS Certain legal matters in connection with the validity of the Common Stock offered hereby have been passed upon for the Company by Jackson & Walker, L.L.P., Dallas, Texas. Michael C. French, a partner in Jackson & Walker, L.L.P., is a director of the Company. EXPERTS The consolidated financial statements and financial statement schedules appearing in Sterling's Annual Report on Form 10-K for the year ended September 30, 1994, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated by reference herein, which as to the year ended September 30, 1992, is based in part on the report of Arthur Andersen LLP, independent public accountants. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given upon the authority of such firms as experts in accounting and auditing. The consolidated financial statements of KnowledgeWare, Inc. and subsidiaries as of June 30, 1994 and 1993 and for each of the three years in the period ending June 30, 1994 incorporated by reference in this Prospectus have been incorporated herein in reliance on the report, which includes an explanatory paragraph about KnowledgeWare, Inc.'s ability to continue as a going concern, of Cooper's & Lybrand, L.L.P. independent public accountants, given upon authority of that firm as experts in accounting and auditing. 7 INDEMNIFICATION Section 145 of the Delaware General Corporation Law empowers a corporation to indemnify its directors and officers or former directors or officers and to purchase insurance with respect to liability arising out of their capacity or status as directors and officers. Such law provides further that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under a corporation's certificate of incorporation, bylaws, any agreement or otherwise. Article IX of the Company's Certificate of Incorporation, as amended, provides that, to the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended, a director of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. Article IX of the Company's Restated Bylaws provides for indemnification of officers and directors. In addition, the Company has entered into Indemnity Agreements with each of its officers and directors pursuant to which such officers and directors may be indemnified against losses arising from certain claims, including claims under the Securities Act, which may be made by reason of their being officers or directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 8 No person has been authorized in connection with the offering made hereby to give any information or to make any representation not contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities to any person or by anyone in any jurisdiction where such offer or solicitation would be unlawful. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any date subsequent to the date hereof. ---------------------------------------- TABLE OF CONTENTS -----------------
Page ---- Available Information...... 2 Incorporation of Certain Documents by Reference.. 2 Use of Proceeds............ 3 Selling Stockholders....... 4 Plan of Distribution....... 6 Legal Matters.............. 7 Experts.................... 7 Indemnification............ 8
4,667,763 SHARES STERLING SOFTWARE, INC. COMMON STOCK -------------------------------- PROSPECTUS --------------------------------- August 23, 1995 -----END PRIVACY-ENHANCED MESSAGE-----