UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEM
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and Rule 13a-17
or 15d-17 thereunder
Software 2000, Inc.
(Exact name of issuer as specified in charter)
25 Communications Way, Hyannis, Massachusetts 02601
(Address of principal executive offices)
Issuer's telephone number, including area code
(508) 778-2000
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5% or more in the number of
shares outstanding:
1. Title of security Common Stock, $.01 par value
2. Number of shares outstanding before the change 9,905,213
3. Number of shares outstanding after the change 10,854,242
4. Effective date of change May 9, 1996
5. Method of change:
Specify method (such as merger, acquisition, exchange, distribution,
stock split, reverse split, acquisition of stock for treasury, etc.):
public offering and option exercises.
Give brief description of transaction: In connection with a public
offering of 3,300,500 shares of Common Stock by Software 2000, Inc. and
certain selling stockholders, Software 2000, Inc. offered 500,000 shares
and certain selling stockholders exercised stock options resulting in
the issuance of 449,029 shares.
II. CHANGE IN NAME OF ISSUER
1. Name prior to change N/A
2. Name after change N/A
3. Effective date of charter amendment changing name N/A
4. Date of shareholder approval of change, if required N/A
Date: May 18, 1996 /s/ Anne Marie Monk
Anne Marie Monk
General Counsel, Vice President
and Assistant Clerk
