<PAGE>
As Filed with the Securities and Exchange Commission on January 10, 1997
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ADVENT SOFTWARE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-2901952
- ------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation organization) Identification Number)
301 Brannan Street
San Francisco, CA 94107
(415) 543-7696
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
____________________
IRV H. LICHTENWALD
Senior Vice President of Finance,
Chief Financial Officer and Secretary
ADVENT SOFTWARE, INC.
301 Brannan Street
San Francisco, California 94107
(415) 543-7696
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
MARK A. BERTELSEN, ESQ.
J. MICHAEL ARRINGTON, ESQ.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
____________________
Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate
Securities to Amount to be Price Per Offering Amount of
be Registered Registered Share (1) Price (1) Registration Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 35,000 $29.625 $1,036,875 $314.20
===============================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee, based on the average of the high and low prices of the
Registrant's Common Stock on the Nasdaq National Market on January 8, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>
PROSPECTUS
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SUBJECT TO COMPLETION, DATED JANUARY 10, 1997
35,000 SHARES
ADVENT SOFTWARE, INC.
--------------------
COMMON STOCK
$0.01 PAR VALUE
--------------------
This Prospectus relates to the public offering, which is not being
underwritten, of shares of the common stock ("Common Stock") of Advent Software,
Inc., a Delaware corporation (together with its consolidated subsidiaries,
"Advent" or the "Company") offered from time to time by the Selling Shareholder
named herein (the "Selling Shareholder") for his own benefit. It is anticipated
that the Selling Shareholder will generally offer shares of Common Stock for
sale at prevailing prices in the over-the-counter market on the date of sale.
The Company will receive no part of the proceeds of sales made hereunder. The
Common Stock to which this Prospectus relates was received by the Selling
Shareholder pursuant to the acquisition of all of the outstanding capital stock
of Bold Software, Inc., a New York corporation, by the Company (the
"Acquisition"). The Common Stock issued to the Selling Shareholder in the
Acquisition was issued pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
provided by Section 4(2) thereof. All expenses of registration incurred in
connection with this offering are being borne by the Company, but all selling
and other expenses incurred by Selling Shareholder will be borne by such Selling
Shareholder. None of the shares offered pursuant to this Prospectus have been
registered prior to the filing of the Registration Statement of which this
Prospectus is a part.
The Common Stock of the Company is traded on the Nasdaq National Market
(Nasdaq Symbol: ADVS). On January 8, 1997, the closing price of the Company's
Common Stock was $30.00.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
The Selling Shareholder and any broker executing selling orders on behalf
of the Selling Shareholder may be deemed to be an "underwriter" within the
meaning of the Securities Act. Commissions received by any such broker may be
deemed to be underwriting commissions under the Securities Act.
--------------------
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
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is January ___, 1997.
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH
PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
AVAILABLE INFORMATION
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of any
such person, a copy of any and all of the information that has been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference into
such documents). Requests for such copies should be directed to Advent
Software, Inc., 301 Brannan St., San Francisco, CA 94107, Attn: Investor
Relations (telephone (415) 543-7696).
The Company is subject to the informational reporting 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 may be inspected and copied at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's regional offices at Seven World Trade Center,
13th Floor, New York, New York 10048, and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The Common Stock of the Company is quoted on
the Nasdaq National Market. Reports, proxy and information statements and other
information concerning the Company may be inspected at The Nasdaq Stock Market
at 1735 K Street, N.W., Washington, D.C. 20006. Information, as of particular
dates, concerning directors and officers of the Company, their remuneration,
options granted to them, and the principal holders of securities of the Company
has been disclosed in the proxy statements distributed to shareholders of the
Company and filed with the Commission.
ADDITIONAL INFORMATION
This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act").
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information with
respect to the Company and the shares of Common Stock offered hereby, reference
is hereby made to the Registration Statement. Statements contained herein
concerning the provisions of any document are not necessarily complete, and each
such statement is qualified in its entirety by reference to the copy of such
document filed with the Commission.
-2-
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus: (i) the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1995, filed pursuant to Section 13
of the Exchange Act; (ii) the Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1996, filed pursuant to Section 13 of the Exchange Act;
(iii) the Company's Quarterly Report on Form 10-QSB for the quarter ended June
30, 1996, filed pursuant to Section 13 of the Exchange Act; (iv) the Company's
Quarterly Report on Form 10-QSB for the quarter ended September 30, 1996, filed
pursuant to Section 13 of the Exchange Act; (v) the Company's Proxy Statement
dated April 4, 1996, for the 1996 Annual Meeting of Stockholders, filed pursuant
to Section 14 of the Exchange Act; and (vi) the description of the Company's
Common Stock contained in its Registration Statement on Form 8-A as filed with
the Commission on October 18, 1995.
All reports and other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
reports and documents. Any statement incorporated herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THE COMPANY
Advent Software, Inc. is a leading provider of stand-alone and
client/server software products, data interfaces and related services that
automate and integrate certain mission-critical functions of investment
management organizations. Advent's suite of complementary products for the
front, middle and back office include Advent's portfolio accounting and
management systems; a trade order management system; and a client contact and
management system. These products address the need to facilitate the management
of increasingly large and complex information and data flows both within
investment management organizations and between such organizations and third
parties, such as brokerage firms, clients, custodians, banks, pricing services
and other data providers. Advent's products are designed to reduce client
costs, improve the accuracy of client information, and generally enable clients
to devote more time to improving the service they provide to their customers
rather than focusing on operational details. Advent's strategy is to develop
long-term client relationships and to maintain a high level of lifetime client
satisfaction which Advent believes will result in additional recurring revenues
from new product licenses, renewals of maintenance contracts and new data
products.
Advent's clients include many of the world's leading investment management
organizations. These organizations vary significantly in size, assets under
management and the complexity of their investment environments. At present,
Advent has licensed its products to more than 4,000 institutions, for use by
more than 14,000 concurrent users.
In February 1996, Advent acquired Data Exchange, Inc. (DX Group), a private
company based in New York, New York, for $4.8 million. The DX Group's WinDx(TM)
product is a client/server portfolio management system designed specifically for
regional broker/dealers and other top tier professional money managers with more
than $1 billion in assets under management. The transaction was accounted for as
a purchase. Advent incurred a one-time charge of $5.6 million in the first
quarter of 1996 in connection with the write-off of in-process research and
development.
Advent was founded in 1983. Its principal executive offices are located at
301 Brannan Street, San Francisco, CA 94107, and its telephone number at that
location is (415) 543-7696. As used in this Prospectus, the terms "Advent" and
the "Company" refer to Advent Software, Inc. and its consolidated subsidiaries,
except as otherwise indicated.
Advent and the Advent logo are registered trademarks of the Company.
-3-
<PAGE>
RISK FACTORS
In addition to reviewing the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1995, the other documents incorporated herein by
reference and the other information in this Prospectus, the following factors
should be considered carefully in evaluating the Company and its business before
purchasing the Common Stock offered hereby:
Fluctuations in Quarterly Operating Results. The Company's net revenues
-------------------------------------------
and operating results have varied substantially from period to period on a
quarterly basis, and may continue to fluctuate due to a number of factors,
including (i) the timing and size of the Company's individual license
transactions and, in particular, the fact that the Company's net revenues in any
quarter can vary substantially based on a limited number of large licenses, (ii)
the relatively long and highly variable sales cycle for the Company's software
products, (iii) the timing of the introduction and the market acceptance of new
products or product enhancements by the Company or its competitors, (iv) the
relative proportions of license revenues derived from various software products,
(v) the relative proportion of net revenues derived from license revenues,
maintenance and other recurring revenues and professional services and other
revenues, (vi) the seasonality of purchases by clients and (vii) fluctuations in
economic and financial market conditions and resulting changes in client or
potential client budgets.
As the Company's licenses into multiuser networked environments have
increased both in individual size and number, the timing and size of individual
license transactions are becoming increasingly important factors in the
Company's quarterly operating results. For example, during the nine months ended
September 30, 1996, sales of software licenses to four clients accounted for
approximately 8% of net revenues. The sales cycles for these transactions are
often lengthy and unpredictable. Accordingly, there can be no assurance that the
Company will continue to be successful closing these larger license
transactions, on a timely basis or at all. Accordingly, if in the future
revenues from large site licenses constitute a material portion of Advent's net
revenues, the timing of such licenses could cause additional variability in
Advent's quarterly operating results. Additionally, the Company generally has
realized lower revenues from license fees in the first quarter of the year than
in the immediately preceding quarter. The Company believes that this has been
primarily due to the concentration by some clients of larger capital purchases
in the fourth quarter of the calendar year and their lower purchasing activity
during the subsequent first quarter. Furthermore, the Company has often
recognized a substantial portion of its license revenues in the last month of a
quarter. As a result of the above factors, revenues for any future quarter are
not predictable with any significant degree of accuracy.
The Company's software products are typically shipped shortly after receipt
of a signed license agreement and initial payment and, consequently, software
product backlog at the beginning of any quarter typically represents only a
small portion of that quarter's expected revenues. The Company's expense levels
are based in significant part on the Company's expectations of future revenues
and therefore are relatively fixed in the short term. Due to the fixed nature of
these expenses combined with the relatively high gross margin historically
achieved by the Company on products and services, an unanticipated decline in
net revenues in any particular quarter is likely to disproportionately adversely
affect operating results.
Due to all of the foregoing factors, the Company believes that period to
period comparisons of its operating results are not necessarily meaningful and
that such comparisons cannot be relied upon as indicators of future performance.
There can be no assurance that the Company will remain profitable in the future
or that future revenues and operating results will not also vary substantially.
It is also likely that in some future quarter the Company's operating results
will be below the expectations of public market analysts and investors. In
either case, the price of the Company's Common Stock could be materially
adversely affected.
Product Concentration. During 1995 and 1996, the Company derived a
---------------------
substantial majority of its net revenues from licenses of Axys and related
products and services. In addition, certain of the Company's new products, such
as Moxy, Qube and various data interfaces, are currently designed to operate
with Axys and not on a stand-alone basis. As a result, the Company believes that
a significant portion of the Company's net revenues, at least through 1997, will
be dependent upon continued market acceptance of Axys, enhancements or updates
to Axys and related products and services. There can be no assurance that net
revenues from Axys and related products and services will continue to grow at
historical rates or be sustainable at current revenue levels, or that the
enhancements to Axys or related products will achieve market acceptance. Any
decline in the demand for Axys or related products and services or any failure
of net revenues derived from such products or services to meet the Company's
expectations could have a material adverse effect on the business, operating
results and financial condition of the Company.
-4-
<PAGE>
Dependence on New Products and Product Enhancements; Rapid Technological
------------------------------------------------------------------------
Change. The Company's future business, operating results and financial condition
- ------
will continue to depend upon its ability to develop new products that address
the future needs of its target markets and to respond to industry standards and
practices. For example, in 1995, Advent introduced Geneva to target
organizations with complex international accounting and reporting requirements.
Advent is directing a significant amount of its product development expenditures
to the on-going development of Geneva. There can be no assurance that Advent
will be successful in marketing a fully commercial version of Geneva. Advent's
failure to successfully develop and market a fully commercial version of Geneva
could adversely affect Advent's business and operating results. There can be no
assurance that the Company will be successful in developing, introducing and
marketing new products or product enhancements, on a timely and cost effective
basis, if at all, or that its new products and product enhancements will
adequately meet the requirements of the marketplace or achieve market
acceptance. Delays in the commencement of commercial shipments of new products
or enhancements may result in client dissatisfaction and delay or loss of
product revenues. If the Company is unable, for technological or other reasons,
to develop and introduce new products or enhancements of existing products in a
timely manner in response to changing market conditions or client requirements,
or if new products or new versions of existing products do not achieve market
acceptance, the Company's business, operating results and financial condition
will be materially adversely affected. In addition, Advent's ability to develop
new products and product enhancements is dependent upon the products of other
software vendors, including certain system software vendors, such as Microsoft
Corporation, database vendors and development tool vendors. In the event that
the products of such vendors have design defects or flaws, or if such products
are unexpectedly delayed in their introduction, Advent's business, operating
results and financial condition could be materially adversely affected.
Additionally, software products as complex as those offered by the
Company may contain undetected errors or failures when first introduced or as
new versions are released. Although the Company has not experienced material
adverse effects resulting from any software errors, there can be no assurance
that, despite testing by the Company and its clients, errors will not be found
in new products after commencement of commercial shipments, resulting in loss of
or delay in market acceptance, which could have a material adverse effect upon
the Company's business, operating results and financial condition.
Dependence on Financial Markets. The Company has derived substantially all
-------------------------------
of its revenues from the license of software products, data interfaces and
related services for automating investment management functions, and its future
growth is critically dependent on increased revenues from these products and
services. The target clients for the Company's products include a range of
organizations that manage investment portfolios, including investment advisors,
brokerage firms, banks and hedge funds. In addition, the Company targets
corporations, public funds, universities and non-profit organizations which also
manage investment portfolios and have many of the same needs. The success of
many of the Company's clients is intrinsically linked to the health of the
financial markets. The Company believes that demand for its products could be
disproportionately affected by fluctuations, disruptions, instability or
downturns in the financial markets which may cause clients and potential clients
to exit the industry or delay, cancel or reduce any planned expenditures for
investment management systems and software products. Any resulting decline in
demand for the Company's products would have a material adverse effect on the
business, operating results and financial condition of the Company.
Intense Competition. The market for investment management software is
-------------------
segmented by the relative size of the organizations that manage investment
portfolios. In addition, the market in each segment is intensely competitive
and highly fragmented, subject to rapid change and highly sensitive to new
product introductions and marketing efforts by industry participants. Advent's
competitors include providers of software and related services as well as
providers of timeshare services. Competitors vary in size, scope of services
offered and platforms supported. In addition, the Company competes indirectly
with existing and potential clients, many of whom develop their own software for
their particular needs and therefore may be reluctant to license software
products offered by independent vendors such as the Company. The Company
believes that the principal competitive factors affecting its market include
product performance and functionality, ease of use, scalability, ability to
integrate external data sources, product and company reputation, client service
and support and price. There can be no assurance that the Company will be able
to compete successfully against current and future competitors or that
competitive pressures faced by the Company will not materially adversely affect
its business, operating results and financial condition.
Many of the Company's competitors have longer operating histories and
greater financial, technical, sales and marketing resources than the Company.
Moreover, as the market develops, a number of companies with significantly
greater resources than the Company could attempt to increase their presence in
this market by acquiring or forming strategic alliances with competitors of
the Company or increase their focus on the industry or on segments in which
they do not currently compete. Increased competition may result in price
reductions, reduced operating margins and loss of market share, any one of
which could materially adversely affect the Company's business, operating
results of operations or financial condition.
-5-
<PAGE>
Management of Growth. The Company's business has grown significantly in
--------------------
size and complexity over the past three years. Net revenues increased from $20.1
million in 1994 to $26 million in 1995 and to $26.1 million in the first nine
months of 1996. In addition, the Company has grown from 144 employees at
December 31, 1993 to 265 employees at September 30, 1996. The growth in the size
and complexity of the Company's business and expansion of its product line as
well as its client base has placed and is expected to continue to place a
significant strain on the Company's management and operations. Many of the
members of the Company's senior management team, including its Chief Executive
Officer, have no prior executive management experience in publicly traded
software companies. The Company anticipates that continued growth, if any, will
require it to recruit and hire additional members to its senior management team,
as well as a substantial number of new engineering, managerial, finance, sales
and marketing and support personnel. There can be no assurance that the Company
will be successful at hiring or retaining such personnel. The Company's ability
to compete effectively and to manage future growth, if any, will depend on its
ability to continue to implement and improve operational, financial and
management information systems on a timely basis and to expand, train, motivate
and manage its work force. There can be no assurance that the Company's
personnel, systems, procedures and controls will be adequate to support the
Company's operations. Any failure to implement and improve the Company's
operational, financial and management systems or to expand, train, motivate or
manage employees could have a material adverse effect on the Company's business,
operating results and financial condition.
Dependence on Key Personnel. The Company's success depends to a
---------------------------
significant extent upon a limited number of members of senior management and
other key employees, including Stephanie DiMarco, the Company's Chairman of the
Board, President and Chief Executive Officer. The Company's key employees may
voluntarily terminate their employment with the Company at any time.
Competition for such employees is intense and the process of locating key
technical and management personnel with the combination of skills and attributes
required to execute the Company's strategy is often lengthy. Accordingly, the
loss of the service of one or more key managers or other employees could have a
material adverse effect upon the Company's business, operating results and
financial condition.
Relationship with Interactive Data. Interactive Data provides computer-
----------------------------------
based information services to many of the Company's clients, thereby allowing
those clients to use the Company's products to access, retrieve and process
financial information residing on Interactive Data's computer system.
Interactive Data pays the Company a commission based on Interactive Data's
revenues from such services, which commission accounted for a significant
percentage of the Company's net revenues for the year ended December 31, 1996.
The Company's software products have been customized to be compatible with
Interactive Data's system and such software would need to be redesigned if
Interactive Data's services were unavailable for any reason. The current term
of the Company's contract with Interactive Data ends on September 30, 2003 and
is renewed automatically for additional 12 month periods unless either party
gives the other at least 24 months prior notice of termination. There can be no
assurance that Interactive Data will continue to offer data to the Company's
clients or that the Company's clients will continue to purchase data from
Interactive Data at or above current levels, if at all. In the event that the
Company's relationship with Interactive Data were terminated or Interactive
Data's services were unavailable to the Company's clients for any reason,
replacing Interactive Data could be costly and time consuming and the loss of
the related commission revenue would have a material adverse effect on the
Company's business, operating results and financial condition. In addition,
there can be no assurance that the Company would be able to develop an interface
with an alternative data supplier or develop internally a similar information
service in a timely and cost-effective manner and without disruption to the
Company's clients. Further, the Company expects to face increasing competition
for its computer-based information services from third party suppliers from
which the Company will receive no commissions.
Product Defects and Product Liability. The Company's software products
-------------------------------------
are highly complex and sophisticated and could from time to time contain design
defects or software errors which could be difficult to detect and correct.
Despite extensive testing, the Company from time to time has discovered defects
or errors only after its systems have been used by many clients. There can be no
assurance that such defects or errors will not cause delays in product
introductions and shipments, result in increased costs, require design
modifications or impair client satisfaction with the Company's products. Since
the Company's products are generally used by its clients to perform mission-
critical functions, design defects, software errors, misuse of the Company's
products, incorrect data from external sources or other potential problems
within or out of the Company's control that may arise from the use of the
Company's products could result in financial or other damages to the Company's
clients. Although the Company's license agreements with its clients typically
contain provisions designed to limit the Company's exposure to potential
claims as well as any liabilities arising from such claims, such provisions
may not effectively protect the Company against such claims and the liability
and costs associated therewith. Accordingly, any such claim could have a
material adverse effect upon the Company's business, operating results and
financial condition.
-6-
<PAGE>
Volatility of Stock Price. The Company's Common Stock has experienced
-------------------------
substantial price volatility and such volatility may occur in the future,
particularly as a result of quarter to quarter variations in the actual or
anticipated financial results of, or announcements by, the Company, its
competitors and other companies in the software industry. In addition, the
stock market has experienced extreme price and volume fluctuations which have
affected the market price of many technology companies in particular and which
have often been unrelated to the operating performance of these companies.
Broad market fluctuations, as well as general economic and political conditions,
may adversely affect the market price of the Common Stock. In addition, because
a decline in the financial markets may cause a decrease in demand for the
Company's products and services, any general decline in stock prices may cause a
disproportionate decline in the price of the Company's Common Stock.
-7-
<PAGE>
SELLING SHAREHOLDER
The following table shows (i) the name of the Selling Shareholder, (ii) the
number of shares of Common Stock beneficially owned prior to the offering, (iii)
the number of shares of Common Stock to be sold by the Selling Shareholder
pursuant to this Prospectus and (iv) the number of shares beneficially owned
after the offering:
<TABLE>
<CAPTION>
Shares Shares to be Shares
Beneficially Owned Sold in the Beneficially Owned
Name Prior to Offering Offering After the Offering (1)
- ----------------- ------------------ ------------ ----------------------
<S> <C> <C> <C>
Charles R. Record 35,000 35,000 0
</TABLE>
- --------
(1) The Selling Shareholder owns less than 1% of the outstanding shares of
Common Stock of the Company.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholder that he intends to
sell all or a portion of the shares offered hereby from time to time in the
over-the-counter market and that sales will be made at prices prevailing at the
times of such sales. The Selling Shareholder may also make private sales
directly or through a broker or brokers, who may act as agent or as principal.
In connection with any sales, the Selling Shareholder and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act. The Company will receive no part of the proceeds of
sales made hereunder.
Any broker-dealer participating in such transactions as agent may receive
commissions from the Selling Shareholder (and, if they act as agent for the
purchaser of such shares, from such purchaser). Usual and customary brokerage
fees will be paid by the Selling Shareholder. Broker-dealers may agree with the
Selling Shareholder to sell a specified number of shares at a stipulated price
per share, and, to the extent such a broker-dealer is unable to do so acting as
agent for the Selling Shareholder, to purchase as principal any unsold shares at
the price required to fulfill the broker-dealer commitment to the Selling
Shareholder. Broker-dealers who acquire shares as principal may thereafter
resell such shares from time to time in transactions (which may involve cross
and block transactions and which may involve sales to and through other broker-
dealers, including transactions of the nature described above) in the over-the-
counter market, in negotiated transactions or otherwise at market prices
prevailing at the time of sale or at negotiated prices, and in connection with
such resales may pay to or receive from the purchasers of such shares
commissions computed as described above.
The Company has advised the Selling Shareholder that the anti-manipulative
Rules 10b-6 and 10b-7 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), may apply to his sales in the market, has furnished the Selling
Shareholder with a copy of these Rules and has informed the Selling Shareholder
of the need for delivery of copies of this Prospectus. The Selling Shareholder
may indemnify any broker-dealer that participates in transactions involving the
sale of the shares against certain liabilities, including liabilities arising
under the Securities Act. Any commissions paid or any discounts or concessions
allowed to any such broker-dealers, and any profits received on the resale of
such shares, may be deemed to be underwriting discounts and commissions under
the Securities Act if any such broker-dealers purchase shares as principal.
Upon notification by the Selling Shareholder to the Company that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a cross or block trade, a supplemental prospectus will be filed
under Rule 424(c) under the Securities Act setting forth the name of the
participating broker-dealer(s), the number of shares involved, the price at
which such shares were sold by the Selling Shareholder, the commissions paid or
discounts or concessions allowed by the Selling Shareholder to such broker-
dealer(s), and where applicable, that such broker-dealer(s) did not conduct any
investigation to verify the information set out in this Prospectus.
Any securities covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under that Rule rather than
pursuant to this Prospectus.
There can be no assurance that the Selling Shareholder will sell any or all
of the shares of Common Stock offered by them hereunder.
-8-
<PAGE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law
provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except for
liability (i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware Code, or (iv) for any transaction from which the
director derived an improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its directors
and executive officers and may indemnify its other officers and employees and
other agents to the fullest extent permitted by law. The Company believes that
indemnification under its Bylaws covers at least negligence and gross negligence
on the part of indemnified parties. The Company's Bylaws also permit the
Company to secure insurance on behalf of any officer, director, employee or
other agent for any liability arising out of his or her actions in such
capacity, regardless of whether the Bylaws would permit indemnification.
The Company has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Company's Bylaws.
These agreements, among other things, indemnify the Company's directors and
officers for certain expenses (including attorneys' fees), judgments, fines and
settlement amounts incurred by any such person in any action or proceeding,
including any action by or in the right of the Company, arising out of such
person's services as a director or officer of the Company, any subsidiary of the
Company or any other company or enterprise to which the person provides services
at the request of the Company. The Company believes that these provisions and
agreements are necessary to attract and retain qualified directors and officers.
The Company understands that the staff of the Securities and Exchange
Commission is of the opinion that statutory, charter and contractual provisions
as are described above have no effect on claims arising under the federal
securities laws.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Palo Alto, California. Certain members of Wilson Sonsini Goodrich
& Rosati, Professional Corporation, and investment partnerships of which such
persons are partners, beneficially own 4,472 shares of the Company's Common
Stock.
EXPERTS
The consolidated financial statements of Advent Software, Inc. as of
December 31, 1994 and 1995, and for each of the three years in the period ended
December 31, 1995, and the related consolidated financial statement schedule,
incorporated by reference to the Company's Annual Report on Form 10-KSB, have
been incorporated herein by reference in reliance on the reports of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of such firm as
experts in accounting and auditing.
-9-
<PAGE>
ADVENT SOFTWARE, INC.
REGISTRATION STATEMENT ON FORM S-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item
Number
- ------
Item 14 Other Expenses of Issuance and Distribution.*
-------------------------------------------
The following table sets forth costs and expenses of the sale and
distribution of the securities being registered. All amounts except Securities
and Exchange Commission and Nasdaq Stock Market Listing fees are estimates.
<TABLE>
<CAPTION>
<S> <C>
Registration fee--Securities and Exchange Commission... $ 314.20
Nasdaq Stock Market Listing Fee........................ $ 2,000.00
Accounting fees........................................ $ 3,000.00
Legal fees............................................. $ 5,000.00
Miscellaneous.......................................... $ 685.80
-----------
Total.................................................. $ 11,000.00
</TABLE>
----------
* Represents expenses relating to the distribution by the Selling
Shareholder pursuant to the Prospectus prepared in accordance with the
requirements of Form S-3. These expenses will be borne by the Company
on behalf of the Selling Shareholder.
Item 15 Indemnification of Directors and Officers.
-----------------------------------------
See "Indemnification of Directors and Officers."
Item 16 Exhibits.
--------
Exhibit
Number
------
4.1 Restated Articles of Incorporation, as amended, of the Company
(incorporated by reference to the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1995)
5.1 Opinion of counsel as to securities being registered
23.1 Consent of Independent Accountants (see Page II-4)
23.2 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit
5.1)
24.1 Power of Attorney (contained on Page II-3)
II-1
<PAGE>
Item 17 Undertakings.
------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate represent a fundamental change
in the information set forth in the registration statement, and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
as that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Advent Software, Inc., a corporation organized and existing under the laws of
the State of Delaware, certifies that it has reasonable cause to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on the 10th
day of January, 1997.
ADVENT SOFTWARE, INC.
By: /s/ Irv H. Lichtenwald
--------------------------------------
(Irv H. Lichtenwald, Senior Vice
President of Finance,
Chief Financial Officer and Secretary)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Stephanie G. DiMarco and Irv H. Lichtenwald,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendment to
this Registration Statement on Form S-3, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Stephanie G. DiMarco President, Chief Executive Officer (Principal January 10, 1997
- ---------------------------- Executive Officer) and Chairman of the Board of
(Stephanie G. DiMarco) Directors
/s/ Irv H. Lichtenwald Senior Vice President of Finance, Chief January 10, 1997
- ---------------------------- Financial
(Irv H. Lichtenwald) Officer and Secretary (Principal Financial and
Accounting Officer)
/s/ Maurice J. Duca Director January 10, 1997
- ----------------------------
(Maurice J. Duca)
/s/ Frank H. Robinson Director January 10, 1997
- ----------------------------
(Frank H. Robinson)
/s/ Wendell G. Van Auken Director January 10, 1997
- ----------------------------
(Wendell G. Van Auken)
</TABLE>
II-3
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-3 of our report dated January 22, 1996, on our audit of the
consolidated financial statements of Advent Software, Inc. as of December 31,
1995 and 1994, and for each of the three years in the period ended December 31,
1995, which report is incorporated by reference from the 1995 Annual Report of
Advent Software, Inc., and our report dated January 22, 1996, on our audit of
the consolidated financial statement schedule which report is incorporated by
reference from the Annual Report on Form 10-KSB for the year ended December 31,
1995. We also consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
San Jose, California
January 10, 1997
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
- -------
4.1 Restated Articles of Incorporation, as amended, of the
Company (incorporated by reference to the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1995)
5.1 Opinion of counsel as to securities being registered
23.1 Consent of Independent Accountants (see Page II-4)
23.2 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1)
24.1 Power of Attorney (see Page II-3)
<PAGE>
EXHIBIT 5.1
January 10, 1997
Advent Software, Inc.
301 Brannan Street
San Francisco, California 94107
RE: REGISTRATION STATEMENT ON FORM S-3
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about January 10, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 35,000 shares of your Common
Stock, $0.01 par value (the "Shares"), all of which are issued and outstanding
and to be offered for sale for the benefit of the selling shareholder. The
Shares are to be sold from time to time in the over-the counter-market at
prevailing prices or as otherwise described in the Registration Statement. As
legal counsel for Advent Software, Inc., we have examined the proceedings taken
and proposed to be taken by you in connection with the sale of the Shares.
It is our opinion that the Shares are legally and validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, including the prospectus constituting a part thereof, and further
consent to the use of our name wherever it appears in the Registration Statement
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
