-----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, AswOIAQ5qDWQNYkoF6HFYMuWK5DRibWtFK0SbKERUTKJt5cQQD8GjsJpGBs8Xx8/ MZgH7zcW0pdHqIjAudQLxg== 0000950131-99-005401.txt : 19990921 0000950131-99-005401.hdr.sgml : 19990921 ACCESSION NUMBER: 0000950131-99-005401 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990817 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYSTEM SOFTWARE ASSOCIATES INC CENTRAL INDEX KEY: 0000808207 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 363144515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15322 FILM NUMBER: 99714096 BUSINESS ADDRESS: STREET 1: 500 W MADISON ST 32ND FLR CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 3126412900 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 17, 1999 System Software Associates, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-15322 36-3144515 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 500 West Madison Street, Chicago, IL 60661 (Address of principal executive offices, including zip code) (312) 258-6000 (Registrant's telephone number, including area code) (Former Name or Former Address, if Changed Since Last Report) N/A ------------------------------------------------------------- Item 5. Other Events. At a special meeting held on August 17, 1999, the stockholders of System Software Associates, Inc. (the "Company") approved an amendment to the Company's Certificate of Incorporation to effect a 1 for 4 reverse stock split and the adoption of a new Stock Option Plan. On that date, the Company issued a Press Release reporting the results of the meeting. The Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The amendment to the Company's Certificate of Incorporation was filed with the Delaware Secretary of State on September 1, 1999. On September 2, 1999 the Company received notice from the Nasdaq National Market that the Company's common stock would be moved from the Nasdaq National Market to the Nasdaq SmallCap Market effective on September 7, 1999. The Company's common stock has traded on the Nasdaq SmallCap Market under the symbol SSAXD since September 7, 1999. The Company issued a Press Release reporting the move on September 7, 1999. The Press Release is attached hereto as Exhibit 99.2 and incorporated herein by reference. Item 7. Financial Statements and Exhibits. (a) Financial Statements Not Applicable (b) Pro Forma Financial Information Not Applicable (c) Exhibits 99.1. Press Release dated August 17, 1999 99.2. Press Release dated September 7, 1999 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. System Software Associates, Inc. By: /s/ Kirk J. Isaacson ------------------------------- Kirk J. Isaacson Secretary Dated: September 17, 1999 2 EX-99.1 2 PRESS RELEASE DATED 8/17/99 Exhibit 99.1 System Software Associates, Inc Announces the Voting Results For Two Proposals Submitted to its Stockholders CHICAGO--(BUSINESS WIRE)--Aug. 17, 1998--System Software Associates, Inc. (NASDAQ: SSAX - news) announced the results of the proxy vote reported during today's special meeting of stockholders. The Company's stockholders voted in favor of the proposal to amend the Certificate of Incorporation to effect a 1 for 4 reverse stock split and for the proposal to approve the adoption of a new Stock Option Plan. About SSA System Software Associates is a worldwide ERP software and services provider with fiscal year 1998 revenue of $421 million. SSA's principal product, eBPCS, serves as a flexible core system that easily integrates third-party software. SSA is solidly entrenched in the industrial sector, providing best-of-industry solutions to the pharmaceutical, consumer packaged goods, automotive supply, chemicals, electronics, food and beverage, and general manufacturing industries. For more information, visit SSA's Web site at www.ssaportfolio.com. Safe Harbor Provision The statements contained in this release regarding SSA's future operating results and performance and business prospects are "forward-looking statements" subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, the words "expect," "outlook" and similar expressions, as they relate to SSA or its management, have been used to identify such forward-looking statements. These statements reflect SSA's current beliefs and specific assumptions with respect to future business decisions and are based on information currently available to SSA. Accordingly, the statements are subject to significant risks, uncertainties and contingencies that could cause SSA's actual operating results, performance or business prospects to differ from those expressed in, or implied by, these statements. ___________________ Contact: System Software Associates William N. Stuek, 312/258-6000 Facsimile: 312/474-7500 EX-99.2 3 PRESS RELEASE DATED 9/7/99 Exhibit 99.2 System Software Associates, Inc Announces That Its Common Stock Will Move to the Nasdaq Small Cap Market CHICAGO -- (BUSINESS WIRE) -- September 7, 1999 - System Software Associates, Inc. (SSAXD) announced today that on September 2, 1999, it received notice from the Nasdaq National Market that the Nasdaq Listing Qualifications Panel has determined to move the listing of the Company's Common Stock from the Nasdaq National Market to the Nasdaq SmallCap Market. The move will be effective with the open of business on Tuesday, September 7, 1999. The Company's Common Stock will continue to trade under the symbol SSAXD. About SSA System Software Associates is a worldwide ERP software and services provider with fiscal year 1998 revenue of $421 million. Its principal product, eBPCS, is primarily sold to the industrial sector including: automotive, chemicals, consumer goods, electronics, general manufacturing, food and beverage, forest products and pharmaceuticals. Safe Harbor Provision The statements contained in this release regarding SSA's future operating results and performance and business prospects are "forward-looking statements" subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, the words "expect," "outlook" and similar expressions, as they relate to SSA or its management, have been used to identify such forward-looking statements. These statements reflect SSA's current beliefs and specific assumptions with respect to future business decisions and are based on information currently available to SSA. Accordingly, the statements are subject to significant risks, uncertainties and contingencies that could cause SSA's actual operating results, performance or business prospects to differ from those expressed in, or implied by, these statements. ________________________ Contact: System Software Associates, Inc. William N. Stuek, 312/258-6000 Facsimile: 312/74-7500 or Francis M. Cloudman, 312/258-6000 Facsimile: 312/474-7500 -----END PRIVACY-ENHANCED MESSAGE-----