-----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, FmjHR5cwwnpA1lMb3lmgQmK+Y++PHyspYBEM8JEsVzfGHgEdmGRKTQgFe/Tb1Lbl qJi8ZdCUsZJk8XyhQx7/kg== 0000930661-96-000014.txt : 19960116 0000930661-96-000014.hdr.sgml : 19960116 ACCESSION NUMBER: 0000930661-96-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960104 ITEM INFORMATION: Other events FILED AS OF DATE: 19960112 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08465 FILM NUMBER: 96503074 BUSINESS ADDRESS: STREET 1: 8080 N CENTRAL EXPWY STE 1100 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 2148918600 8-K 1 FORM 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 Date of Report (Date of Earliest Event Reported) JANUARY 4, 1996 STERLING SOFTWARE, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-8465 75-1873956 (State of (Commission (IRS Employer incorporation) File Number) Identification No.) 8080 NORTH CENTRAL EXPRESSWAY, SUITE 1100, DALLAS, TEXAS 75206 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (214) 891-8600 ================================================================================ ITEM 5. OTHER EVENTS As previously disclosed in Sterling Software, Inc.'s ("Sterling Software") Annual Report on Form 10-K for the fiscal year ended September 30, 1995, on October 25, 1995, Sterling Software entered into settlement agreements to resolve two shareholder class action lawsuits pending against KnowledgeWare, Inc. ("KnowledgeWare") -- In re: KnowledgeWare, Inc. Shareholder Litigation, ------------------------------------------------- Master File No. 1:92-CV-1651-JTC ("KnowledgeWare I"), and In re: KnowledgeWare, --------------------- Inc., Civil Action File No. 1:94-CV-2301-MHS ("KnowledgeWare II"). Consummation - ---- of the settlement agreements was subject to final court approval. On January 4, 1996, the United States District Court for the Northern District of Georgia, Atlanta Division (the "Court"), granted final approval to the settlement of KnowledgeWare II. On the same day, the Court also granted final approval to the settlement of KnowledgeWare I. In addition, Sterling Software has entered into settlement agreements to resolve several other lawsuits pending against KnowledgeWare in connection with KnowledgeWare's restatement of its financial results for the first three quarters of its 1994 fiscal year, its financial results for its full 1994 fiscal year, and other alleged events. On December 19, 1995, Sterling Software entered into a settlement agreement to resolve three lawsuits pending in the United States District Court for the District of Minnesota, Fourth Division (collectively, the "Minnesota Actions"): Klein v. KnowledgeWare, Inc., United States District Court, District of ---------------------------- Minnesota, Fourth Division; Civil Action File No. 4-95-CV-226; Klein v. KnowledgeWare, Inc., United States District Court, District of ---------------------------- Minnesota, Fourth Division; Civil Action File No. 4-95-CV-227; and Compass Investors v. KnowledgeWare, Inc., United States District Court, ---------------------------------------- District of Minnesota, Fourth Division; Civil Action File No. 4-95-CV-439. On December 26, 1995 Sterling Software entered into a settlement agreement to resolve two lawsuits pending in the United States District Court for the Southern District of Iowa, Central Division (collectively, the "Iowa Actions"): Ecta Corporation v. KnowledgeWare, Inc., United States District Court, --------------------------------------- Southern District of Iowa, Central Division; Civil Action File No. 4-94-CV- 80587 (the "Ecta Suit"); and ---- Caussade v. KnowledgeWare, Inc., United States District Court, Southern ------------------------------- District of Iowa, Central Division; Civil Action File No. 4-95-CV-80301. As part of the settlement of the Iowa Actions, Sterling Software will satisfy all remaining payment obligations with respect to the assets purchased by KnowledgeWare from the plaintiffs in the Ecta suit, including product royalty ---- obligations. Unless appeals are filed in the actions described above, upon final consummation of the settlements, all pending private civil actions against KnowledgeWare filed in connection with KnowledgeWare's restatement of its financial results for the first three quarters of its 1994 fiscal year and its financial results for its full 1994 fiscal year will have been resolved. The Securities and Exchange Commission continues its formal investigation. -2- Sterling Software's management believes that, after giving effect both to Sterling Software's right to indemnification from the escrow established in connection with Sterling Software's acquisition of KnowledgeWare and to applicable reserves, the ultimate resolution of these actions does not and will not materially affect the financial condition or results of operations of Sterling Software. 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. STERLING SOFTWARE, INC. By /s/ JEANNETTE P. MEIER ----------------------------------------- Jeannette P. Meier Executive Vice President, Secretary and General Counsel Date: January 12, 1996 -3- -----END PRIVACY-ENHANCED MESSAGE-----