-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nBAmkBJB62oqRQ9MgIcf4xto7IPltwAH/r8qN9XHdZ8Cqnme+u1H5HG3aHyToRgH IcUEZE1Sz2Z6KzUZv/UELw== 0000950109-95-000310.txt : 19950515 0000950109-95-000310.hdr.sgml : 19950515 ACCESSION NUMBER: 0000950109-95-000310 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950209 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: 033-53833 FILM NUMBER: 95507421 BUSINESS ADDRESS: STREET 1: 8080 N CENTRAL EXPWY STE 1100 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 2148918600 424B3 1 SUPPLEMENT TO PROSPECTUS DATED 5-26-94 Registration Statement No. 33-53833, Filed Pursuant to Rules 424(b)(3) and 424(c) STERLING SOFTWARE, INC. SUPPLEMENT TO RESALE PROSPECTUS DATED MAY 26, 1994 With respect to the resale prospectus covering 4,374,725 shares of Common Stock of Sterling Software, Inc. filed with the Form S-8 Registration Statement No. 33-53833: The table on pages 3 and 4 of such prospectus is hereby amended in its entirety with the following disclosure, reflecting information as of January 31, 1995 as follows:
Common Stock Offered for Amount Ownership of Selling Percentage Common Stock Stockholders' of Class of Position with Prior to Account Upon after Name the Company Offering (1) Exercise Offering (2) - ---- ----------- ------------ -------- ------------ Warner C. Blow Executive Vice President 320,100 318,750 1,350* Richard Connelly Vice President and 30,688 (3) 27,000 3,688 (3)* Controller Robert J. Donachie Director 41,100 41,000 100* George H. Ellis Executive Vice President 332,500 (4) 272,500 60,000 (4)* and Chief Financial Officer Werner L. Frank Executive Vice President, 303,187 (5) 302,000 1,187 (5)* Business Development Michael C. French Director 65,800 65,000 800* Albert K. Hoover Vice President, Assistant 27,176 (6) 10,926 16,250 (6)* Secretary and Assistant General Counsel James E. Jenkins, Jr. Vice President, Tax and 27,650 (7) 14,775 12,875 (7)* Assistant Secretary M. Gene Konopik Executive Vice President 160,012 (8) 108,000 52,012 (8)* Jeannette P. Meier Executive Vice President, 262,725 (9) 214,150 48,575 (9)* Secretary and General Counsel Phillip A. Moore Executive Vice President, 189,399 (10) 157,250 32,149 (10)* Technology and Director A. Maria Smith Executive Vice President 225,000 (11) 165,000 60,000 (11)* Clive A. Smith Executive Vice President 224,963 (12) 171,850 53,113 (12)* Geno P. Tolari Executive Vice President 250,000 (13) 150,000 100,000 (13)* Anne Vahala Vice President, Investor 65,876 (14) 41,000 24,876 (14)* Relations Sterling L. Williams President, Chief Executive 1,454,000 (15) 500,000 954,000 (15) Officer and Director (4.1%)
Common Stock Offered for Amount Ownership of Selling Percentage Common Stock Stockholders' of Class of Position with Prior to Account Upon after Name the Company Offering (1) Exercise Offering (2) - ---- ----------- ------------ -------- ------------ Evan A. Wyly Vice President and 92,754 40,000 52,754* 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 Supplement. (2) Assumes the exercise of all options granted under the Plans and the sale of the Common Stock acquired thereby. (3) Includes 3,688 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 Supplement. (4) 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 Supplement. (5) Includes 90 shares held in escrow in connection with the Company's acquisition of Knowledgeware, Inc. (6) Includes 16,250 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 Supplement. (7) Includes 12,875 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 Supplement. (8) Includes 38,150 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 Supplement, and 1,324 shares held in escrow in connection with the Company's acquisition of Knowledgeware, Inc. (9) Includes 43,800 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 Supplement. (10) Includes 150 shares directly held by Mr. Moore's son. (11) 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 Supplement. (12) Includes 53,113 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 Supplement. (13) 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 Supplement. (14) Includes 24,876 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 Supplement. (15) 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 Supplement. The date of this Prospectus Supplement is February 9, 1995. -2- -----END PRIVACY-ENHANCED MESSAGE-----