-----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, Rt3CkhPY7rJMvmv8XUUczQrnoXiWnFVvjdyXgPUl2GaKLtD5eqitMa891i9O7oY7 1ADbapsoFZGRmbO49WpO1A== 0000930661-95-000482.txt : 19951121 0000930661-95-000482.hdr.sgml : 19951121 ACCESSION NUMBER: 0000930661-95-000482 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951120 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: 033-62059 FILM NUMBER: 95595126 BUSINESS ADDRESS: STREET 1: 8080 N CENTRAL EXPWY STE 1100 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 2148918600 424B3 1 424(B)(3) Registration Statement No. 33-62059. 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-8 Registration Statement No. 33-62059 dated August 23, 1995, which covered an increase of 1,125,000 shares of common stock of Sterling Software, Inc. and which was combined with Registration Statement No. 33-56683 to cover an aggregate of 4,264,633 shares: The Prospectus is hereby amended in its entirety to include the following information: [This space intentionally left blank.] PROSPECTUS 4,264,633 Shares STERLING SOFTWARE, INC. Common Stock This Prospectus has been prepared by Sterling Software, Inc., a Delaware corporation (the "Company"), for use upon resale by certain officers and directors of the Company (the "Selling Stockholders") of up to 4,264,633 shares (the "Shares") of Common Stock, par value $0.10 per share (the "Common Stock"), of the Company. The Selling Stockholders have acquired and/or may in the future acquire Shares from the Company pursuant to the exercise of outstanding options heretofore granted and options to be hereafter granted to the Selling Stockholders pursuant to the provisions of the Company's Incentive Stock Option Plan (as amended, the "Incentive Plan") and/or the Company's Non-Statutory Stock Option Plan (as amended, the "Non-Statutory Plan"). Of the 4,264,633 shares of Common Stock covered by this Prospectus, 250,000 shares are subject to the Incentive Plan and 875,000 of such shares are subject to the Non-Statutory Plan. The Incentive Plan and the Non-Statutory Plan are sometimes collectively referred to herein as the "Plans." The Shares may be sold from time to time by the Selling Stockholder or by permitted transferrees. 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, the Selling Stockholder or permitted transferrees 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 not receive any of the proceeds from the sales by Selling Stockholders. 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 THE 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-8 (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 Plans. 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; (iv) Quarterly Report on Form 10-Q/A for the quarter ended March 31, 1995; -2- (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 Company will not receive any proceeds from the sale of the Common Stock offered hereby. -3- SELLING STOCKHOLDERS The following officers and directors of the Company are eligible to receive shares of the Company's Common Stock upon exercise of options granted under the Plans:
COMMON STOCK OFFERED FOR OWNERSHIP OF SELLING AMOUNT AND COMMON STOCK STOCKHOLDERS' PERCENTAGE POSITION WITH PRIOR TO ACCOUNT UPON OF CLASS AFTER NAME THE COMPANY OFFERING (1) EXERCISE OFFERING (2) - ---- ----------- ----------- -------- ------------ Warner C. Blow Executive Vice President 257,600 256,250 1,350 * Richard Connelly Vice President and 18,844 (3) 17,000 1,844 (3)* Controller Robert J. Donachie Director 61,100 61,000 100 * George H. Ellis Executive Vice President 150,000 (4) 150,000 0 and Chief Financial Officer Werner L. Frank Executive Vice President, 264,687 (4) 263,500 1,187 (4)* Business Development Michael C. French Director 95,800 (5) 65,000 30,800 (5)* Albert K. Hoover Vice President, Assistant 20,340 (6) 7,800 12,540 (6)* Secretary and Assistant General Counsel James E. Jenkins, Jr. Vice President, Tax and 19,495 (7) 12,526 6,969 (7)* Assistant Secretary M. Gene Konopik Executive Vice President 137,474 (8) 108,000 29,474 (8)* Jeannette P. Meier Executive Vice President, 183,225 (9) 154,050 29,175 (9)* Secretary and General Counsel Donald R. Miller, Jr. Director 70,000(10) 30,000 40,000(10)* Phillip A. Moore Executive Vice President, 161,024(11) 128,875 32,149(11)* Technology and Director A. Maria Smith Executive Vice President 225,000(12) 165,000 60,000(12)* Clive A. Smith Executive Vice President 192,938(13) 168,100 24,838(13)* Geno P. Tolari Executive Vice President 195,313(14) 95,313 100,000(14)* Anne Vahala Vice President, Investor 53,438(15) 41,000 12,438(15)* Relations Sterling L. Williams President, Chief 1,154,000(16) 200,000 954,000(16) Executive (4.368%) Officer and Director
-4-
COMMON STOCK OFFERED FOR OWNERSHIP OF SELLING AMOUNT AND COMMON STOCK STOCKHOLDERS' PERCENTAGE POSITION WITH PRIOR TO ACCOUNT UPON OF CLASS AFTER NAME THE COMPANY OFFERING (1) EXERCISE OFFERING (2) - ---- ----------- ----------- -------- ------------ Evan A. Wyly Vice President and 186,440(17) 40,000 146,440(17)* Director
__________________ * Indicates shares held are less than 1% of class. (1) Includes shares to be acquired upon exercise of options granted under the Plans, some of which are not exercisable within 60 days of the date of this Prospectus. (2) Assumes the exercise of all options granted under the Plans and the sale of the Common Stock acquired thereby. (3) Includes 1,844 shares purchasable pursuant to options granted under the Company's 1992 Non-Statutory Stock Option Plan, some of which are not exercisable within 60 days of the date of this Prospectus. (4) Includes 90 shares held in escrow in connection with the Company's acquisition of KnowledgeWare, Inc. (5) Includes 30,000 shares purchasable pursuant to options granted under the Company's 1992 Non-Statutory Stock Option Plan, some of which are not exercisable within 60 days of the date of this Prospectus. (6) Includes 12,540 shares purchasable pursuant to options granted under the Company's 1992 Non-Statutory Stock Option Plan, some of which are not exercisable within 60 days of the date of this Prospectus. (7) Includes 6,969 shares purchasable pursuant to options granted under the Company's 1992 Non-Statutory Stock Option Plan, some of which are not exercisable within 60 days of the date of this Prospectus. (8) Includes 24,350 shares purchasable pursuant to options granted under the Company's 1992 Non-Statutory Stock Option Plan, some of which are not exercisable within 60 days of the date of this Prospectus, and 1,324 shares held in escrow in connection with the Company's acquisition of KnowledgeWare, Inc. (9) Includes 24,400 shares purchasable pursuant to options granted under the Company's 1992 Non-Statutory Stock Option Plan, some of which are not exercisable within 60 days of the date of this Prospectus. (10) Includes 40,000 shares purchasable pursuant to options granted under the Company's 1992 Non-Statutory Stock Option Plan, none of which are exercisable within 60 days of the date of this Prospectus. (11) Includes 150 shares directly held by Mr. Moore's son. (12) Includes 60,000 shares purchasable pursuant to options granted under the Company's 1992 Non-Statutory Stock Option Plan, some of which are not exercisable within 60 days of the date of this Prospectus. (13) Includes 24,838 shares purchasable pursuant to options granted under the Company's 1992 Non-Statutory Stock Option Plan, some of which are not exercisable within 60 days of the date of this Prospectus. -5- (14) Includes 100,000 shares purchasable pursuant to options granted under the Company's 1992 Non-Statutory Stock Option Plan, some of which are not exercisable within 60 days of the date of this Prospectus. (15) Includes 12,438 shares purchasable pursuant to options granted under the Company's 1992 Non-Statutory Stock Option Plan, none of which are exercisable within 60 days of the date of this Prospectus. (16) Includes 625,000 shares purchasable pursuant to options granted under the Company's 1992 Non-Statutory Stock Option Plan and 325,000 shares purchasable pursuant to options granted under the Company's 1994 Non- Statutory Stock Option Plan, all of which are exercisable within 60 days of the date of this Prospectus. (17) Includes 33,686 shares purchasable pursuant to warrants that will become fully exercisable within 60 days of the date of this Prospectus. Also includes 60,000 shares purchasable pursuant to options granted under the Company's 1992 Non-Statutory Stock Option Plan, none of which are exercisable within 60 days of the date of this Prospectus. PLAN OF DISTRIBUTION The Shares offered hereby may be sold from time to time by the Selling Stockholder 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 purchaser, (iii) through underwriters or dealers who may receive compensation in the form of underwriting discounts, concessions or commissions from the Selling Stockholder or permitted transferees and/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 transactions in the over the counter market. Such sales may be made at prices 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 Stockholder or permitted transferees, 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 Stockholder related thereto. In the event of a material change in the plan of distribution disclosed in this Prospectus, the Selling Stockholder will not be able to effect transactions in the Shares pursuant to this -6- 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 Coopers & Lybrand L.L.P., independent certified public accountants, given upon authority of that firm as experts in accounting and auditing. 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 -7- 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 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............... 7
4,264,633 SHARES STERLING SOFTWARE, INC. COMMON STOCK --------------- PROSPECTUS --------------- August 23, 1995 -----END PRIVACY-ENHANCED MESSAGE-----