<PAGE>
As filed with the Securities and Exchange Commission on October 11, 1996.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
STERLING COMMERCE, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2623341
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8080 North Central Expressway, Suite 1100
Dallas, Texas 75206
(214) 891-8600
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
----------------
Albert K. Hoover With a copy to:
Vice President, Legal
Sterling Commerce, Inc. James E. O'Bannon
4600 Lakehurst Court Jones, Day, Reavis & Pogue
Dublin, Ohio 43016 2300 Trammell Crow Center
(614) 793-7000 2001 Ross Avenue
Dallas, Texas 75201
(Name, address, including zip code, and (214) 220-3939
telephone number, including area code,
of agent for service)
----------------
Approximate date of commencement of proposed sale to the public: The securities
being registered on this Form are to be offered and sold from time to time after
the effective date of the Registration Statement by certain selling
stockholders.
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]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
------------.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
------------.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price per Offering Registration
be Registered Registered Share (1) Price (1) Fee (1)
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------
Common Stock, par value 2,515,786 $29.875 $75,159,107 $22,776
$0.01 per share...........
===============================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
Under Rule 457(c) upon the basis of the average high and low prices of
shares of Common Stock on the Composite tape of the New York Stock
Exchange, Inc. on October 4, 1996.
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 Section 8(a), may
determine.
================================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, Dated October 11, 1996
PROSPECTUS
2,515,786 Shares
STERLING COMMERCE, INC.
Common Stock
This Prospectus relates to 2,515,786 shares (the "Shares") of Common Stock,
par value $0.01 per share ("Common Stock"), of Sterling Commerce, Inc.
("Sterling Commerce" or the "Company") which may be offered by the selling
stockholders named herein (the "Selling Stockholders") from time to time. The
Company will receive no part of the proceeds from sales of the Shares.
The Shares are listed on the New York Stock Exchange (the "NYSE") under the
trading symbol "SE." On October 10, 1996, the closing price of the Common Stock
on the NYSE was $31.0.
The Shares will be sold either directly by the Selling Stockholders or
through underwriters, brokers, dealers, or agents. At the time any particular
offer of Shares is made, if and to the extent required, the specific number of
Shares offered, the name of the Selling Stockholder making the offer, the
offering price, and the other terms of the offering, including the names of any
underwriters, brokers, dealers, or agents involved in the offering and the
compensation, if any, of such underwriters, brokers, dealers, or agents, will be
set forth in a supplement to this Prospectus (a "Prospectus Supplement"). Any
statement contained in this Prospectus will be deemed to be modified or
superseded by any inconsistent statement contained in any Prospectus Supplement
delivered herewith.
Unless this Prospectus is accompanied by a Prospectus Supplement stating
otherwise, offers and sales may be made pursuant to this Prospectus only in
ordinary broker's transactions made on the NYSE in transactions involving
ordinary and customary brokerage commissions.
The Company will bear all expenses incurred in connection with offers and
sales of the Shares pursuant to this Prospectus (estimated at approximately
$36,000), except the Selling Stockholders will pay any underwriting discounts
and commissions, and transfer taxes incurred in connection therewith.
----------------
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 October __, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational 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 can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the public reference facilities
maintained by the Commission at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and at 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such materials can also be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a Web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission and that is
located at http://www.sec.gov. Documents filed by the Company can also be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005, on which exchange the Common Stock is listed.
The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") filed under the Securities Act. This Prospectus omits
certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
securities offered hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and in each instance
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Prospectus (i) the
Company's Registration Statement on Form S-1 (Registration No. 33-80595); (ii)
the Company's Quarterly Reports on Form 10-Q for the periods ended March 31,
1996 and June 30, 1996; (iii) the Company's Current Reports on Form 8-K dated
May 29, 1996, September 23, 1996 and September 30, 1996; and (iv) the
description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A (Commission File No. 1-14196), filed February
9, 1996.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering
made hereby, shall be deemed incorporated by reference in this Prospectus and to
be a part of this Prospectus from the date of the filing of such reports.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference 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 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.
Any person receiving a copy of this Prospectus may obtain, without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents (other than the
exhibits expressly incorporated in such documents by reference). Requests
should be directed to: Sterling Commerce, Inc., 4600 Lakehurst Court, Dublin,
Ohio 43016, Attention: Albert K. Hoover, Vice President, Legal (telephone: (614)
793-7000).
-2-
<PAGE>
THE COMPANY
Sterling Commerce is a leading provider of electronic data interchange and
other electronic commerce products and services worldwide. The Company
develops, markets and supports electronic commerce software products and
provides electronic commerce network services that enable businesses to engage
in business-to-business electronic communications and transactions. The
Company's principal executive offices are located at 8080 N. Central Expressway,
Suite 1100, Dallas, Texas 75206, and the Company's telephone number at such
address is (214) 891-8600.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of Shares by
the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of this
Prospectus with respect to shares of Common Stock owned by the Selling
Stockholders which are covered by this Prospectus. The number of shares of
Common Stock offered pursuant to this Prospectus for the account of each of the
Selling Stockholders equals the total number of shares of Common Stock owned by
each of the Selling Stockholders as of September 30, 1996.
<TABLE>
<CAPTION>
Common Stock
Ownership Prior
to the Offering (1)(2)
----------------------
Name of Selling Stockholder Number Percentage
- --------------------------------------- --------- -----------
<S> <C> <C>
Evan A. Wyly (3) 134,478 *
Tallulah Ltd. (4) 220,753 *
Brush Creek Ltd. (5) 408,619 *
Maverick Entrepreneurs Fund, Ltd. (4)(5) 477,780 *
Martha Caroline Wyly Trust (5)(6) 175,862 *
Charles J. Wyly, III Trust (5)(6) 175,862 *
Emily Ann Wyly Trust (5)(6) 175,861 *
Jennifer Lynn Wyly Trust (5)(6) 175,862 *
Laurie L. Wyly Revocable Trust (4)(7) 155,475 *
Lisa Wyly Revocable Trust (4)(7) 151,973 *
Kelly Wyly Elliott Trust (4)(7) 152,131 *
Andrew David Sparrow Wyly Trust (4)(7) 55,565 *
Christiana Parker Wyly Trust (4)(7) 55,565 *
</TABLE>
- -------------------
* Indicates shares held are less than 1% of class. See notes 4 and 5 below.
(1) Based on 75,000,000 shares of Common Stock outstanding on September 30,
1996.
(2) Based on ownership as of September 30, 1996.
(3) Mr. Evan A. Wyly is a member of the Board of Directors of the Company.
(4) Mr. Sam Wyly, in his capacities as the sole trustee of such trusts and as a
general partner of such partnerships, is the beneficial owner of
approximately 1.7% of the Common Stock.
(5) Mr. Charles J. Wyly, Jr., in his capacities as the sole trustee of such
trusts and as a general partner of such partnerships, is the beneficial
owner of approximately 2.1% of the Common Stock.
(6) The Trustee for this trust is Charles J. Wyly, Jr. Mr. Charles J. Wyly,
Jr. is a member of the Board of Directors of the Company.
(7) The Trustee for this trust is Sam Wyly. Mr. Sam Wyly is a member of the
Board of Directors of the Company.
-3-
<PAGE>
PLAN OF DISTRIBUTION
Offers and sales of Shares pursuant to this Prospectus may be effected by
each of the Selling Stockholders from time to time in one or more transactions
through any one or more of the following: (i) to purchasers directly, (ii) in
ordinary brokerage transactions and transactions in which the broker solicits
purchasers, (iii) through underwriters or dealers who may receive compensation
in the form of underwriting discounts, concessions or commissions from the
Selling Stockholders or such permitted transferees/or from the purchasers of the
Shares for whom the may act as agent, (iv) the writing of options on the Shares,
(v) the pledge of the Shares as security for any loan or obligation, including
pledges to brokers or dealers who may, from time to time, themselves effect
distributions of the Shares or interests therein, (vi) purchases by a broker or
dealer as principal and resale by such broker or dealer for its own account
pursuant to this Prospectus, (vii) a block trade in which the broker or dealer
so engaged will attempt to sell the Shares as agent but may position and resell
a portion of the block as principal to facilitate the transaction and (viii) an
exchange distribution in accordance with the rules of such exchange, including
the NYSE, or in transactions in the over the counter market. Such sales may be
made at prices and at terms then prevailing or at prices related to the then
current market price or at negotiated prices and terms. In effecting sales,
brokers or dealers may arrange for other brokers or dealers to participate. The
Selling Stockholders or such successors in interest, and any underwriters,
brokers, dealers or agents that participate in the distribution of the Shares,
may be deemed to be "underwriters" within the meaning of the Securities Act, and
any profit on the sale of the Shares by them and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents may be
deemed to be underwriting commissions or discounts under the Securities Act. In
addition, any of the Shares covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
The Company will bear all expenses incurred in connection with offers and
sales of the Shares pursuant to this Prospectus (estimated at approximately
$36,000), except the Selling Stockholders will pay any underwriting discounts
and commissions, and transfer taxes incurred in connection therewith.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Common Stock
offered hereby have been passed upon for the Company by Jones, Day, Reavis &
Pogue, Dallas, Texas.
EXPERTS
The consolidated financial statements and financial statement schedule
appearing in the Company's Registration Statement on Form S-1 (Registration No.
33-80595), have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon included therein and incorporated by reference
herein. Such consolidated financial statements and financial statement schedule
are incorporated herein by reference in reliance upon such reports given upon
the authority of such firm as experts in accounting and auditing.
-4-
<PAGE>
FORWARD-LOOKING INFORMATION
This Prospectus (including the documents incorporated herein by reference)
contains certain forward-looking statements and information relating to the
Company that are based on the beliefs of the Company's management as well as
assumptions made by and information currently available to the Company's
management. When used in this Prospectus, words such as "anticipate,"
"believe," "estimate," "expect," "intend" and similar expressions, as they
relate to the Company or the Company's management, identify forward-looking
statements. Such statements reflect the current views of the Company with
respect to future events and are subject to certain risks, uncertainties and
assumptions, relating to the operations and results of operations of the
Company, competitive factors and pricing pressures, shifts in market demand, the
performance and needs of the industries served by the Company, the costs of
product development, general economic conditions and acts by third parties, as
well as the other factors described in this Prospectus. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results or outcomes may vary materially from those described
herein as anticipated, believed, estimated, expected or intended.
-5-
<PAGE>
No person has been authorized in connection with the offering hereby to give any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities to any person
or by anyone in any jurisdiction where such offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that the information
contained herein is correct as of any date subsequent to the date hereof.
----------------------------------------
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information........ 2
Incorporation of Certain
Documents by Reference.... 2
The Company.................. 3
Use of Proceeds.............. 3
Selling Stockholders......... 3
Plan of Distribution......... 4
Legal Matters................ 4
Experts...................... 4
Forward-Looking Information.. 5
</TABLE>
2,515,786 SHARES
STERLING COMMERCE,
INC.
COMMON STOCK
- --------------------------------
PROSPECTUS
- ---------------------------------
October , 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses to be incurred in connection with the issuance
and distribution of the Common Stock covered by this Registration Statement, all
of which have been or will be paid by the Company, are as follows:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission filing fee.. $22,776
Printing expenses.............................. 1,000
Accounting fees and expenses................... 5,000
Legal fees and expenses........................ 6,000
Miscellaneous.................................. 1,224
-------
Total.......................................... $36,000
=======
</TABLE>
Item 15. Indemnification of Directors and Officers
The Company's Certificate of Incorporation provides that the personal
liability of directors of the Company to the Company is eliminated to the
maximum extent permitted by Delaware law. The Company's Certificate of
Incorporation and Bylaws provide for the indemnification of the directors,
officers, employees and agents of the Company and its subsidiaries to the
fullest extent that may be permitted by Delaware law from time to time, and the
Bylaws provide for various procedures relating thereto. Certain provisions of
the Company's Certificate of Incorporation protect the Company's directors
against personal liability for monetary damages resulting from breaches of their
fiduciary duty of care, except as set forth below. Under Delaware law, absent
these provisions, directors could be held liable for gross negligence in the
performance of their duty of care, but not for simple negligence. The Company's
Certificate of Incorporation absolves directors of liability for negligence in
the performance of their duties, including gross negligence. However, the
Company's directors remain liable for breaches of their duty of loyalty to the
Company and its stockholders, as well as for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law and
transactions from which a director derives improper personal benefit. The
Company's Certificate of Incorporation also does not absolve directors of
liability under Section 174 of the Delaware General Corporation Law, which makes
directors personally liable for unlawful dividends or unlawful stock repurchases
or redemptions in certain circumstances and expressly sets forth a negligence
standard with respect to such liability.
Under Delaware law, directors, officers, employees, and other individuals
may be indemnified against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation - a "derivative
action") if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard of care is applicable in the case of a
derivative action, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action and Delaware law requires court approval before there can be any
indemnification of expenses where the person seeking indemnification has been
found liable to the Company.
As authorized by the Company's Certificate of Incorporation, the Company has
entered into indemnification agreements with each of its directors and officers.
These indemnification agreements provide for, among other things, (i) the
indemnification by the Company of the indemnitees thereunder to the extent
described above, (ii) the advancement of attorneys' fees and other expenses, and
(iii) the establishment, upon approval by the Board, of trusts or other funding
mechanisms to fund the Company's indemnification obligations thereunder.
II-1
<PAGE>
Item 16. Exhibits
4.1 Third Amended and Restated Certificate of Incorporation of the Company
(previously filed as Exhibit 3.1 to the Company's Registration
Statement (Registration No. 33-80595) incorporated herein by
reference).
4.2 Amended and Restated Bylaws of the Company (previously filed Exhibit
3.2 to the Company's Registration Statement (Registration No.
33-80595) incorporated herein by reference).
4.3 Specimen Common Stock Certificate (previously filed as Exhibit 4.1 to
the Company's Registration Statement (Registration No. 33-80595)
incorporated herein by reference).
5.1 Opinion of Jones, Day, Reavis & Pogue (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
24.1 Power of Attorney of the Company (filed herewith).
24.2 Powers of Attorney of certain officers and directors of the Company
(filed herewith).
II-2
<PAGE>
Item 17. Undertakings
A. 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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of a prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such 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; and
(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.
B. The Registrant 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 that is
incorporated by reference in this 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.
C. Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds 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 Dallas, State of Texas, on October 11, 1996.
STERLING COMMERCE, INC.
By: /s/ STERLING L. WILLIAMS
---------------------------------
Sterling L. Williams
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on October 11, 1996.
<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
/s/ STERLING L. WILLIAMS Chairman of the Board and Chief Executive Officer; Director
- --------------------------- (Principal Executive Officer)
Sterling L. Williams
Jeannette P. Meier * Executive Vice President, Chief Financial Officer, General
- --------------------------- Counsel and Secretary
Jeannette P. Meier (Principal Financial and Accounting Officer)
Sam Wyly * Director
- ---------------------------
Sam Wyly
Charles J. Wyly, Jr. * Director
- ---------------------------
Charles J. Wyly, Jr.
Evan A. Wyly * Director
- ---------------------------
Evan A. Wyly
Robert E. Cook * Director
- ---------------------------
Robert E. Cook
Honor R. Hill * Director
- ---------------------------
Honor R. Hill
</TABLE>
*The undersigned, by signing his name hereto, does sign and execute this
Registration Statement pursuant to the Powers of Attorney executed on behalf of
the above-named officers and directors and filed herewith.
/s/ ALBERT K. HOOVER
-----------------------------
Albert K. Hoover
Attorney-in-Fact
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1 Third Amended and Restated Certificate of Incorporation of the Company
(previously filed as Exhibit 3.1 to the Company's Registration
Statement (Registration No. 33-80595) incorporated herein by
reference).
4.2 Amended and Restated Bylaws of the Company (previously filed as
Exhibit 3.2 to the Company's Registration Statement (Registration No.
33-80595) incorporated herein by reference).
4.3 Specimen Common Stock certificate (previously filed as Exhibit 4.1 to
the Company's Registration Statement (Registration No. 33-80595)
incorporated herein by reference).
5.1 Opinion of Jones, Day, Reavis & Pogue (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
24.1 Power of Attorney of the Company (filed herewith).
24.2 Powers of Attorney of certain officers and directors of the Company
(filed herewith).
II-5
<PAGE>
Exhibit 5.1
-----------
[Letterhead of Jones, Day, Reavis & Pogue]
October 11, 1996
Sterling Commerce, Inc.
8080 North Central Expressway
Suite 1100
Dallas, Texas 75206
Re: Registration of up to 2,515,786 Shares of Common Stock,
par value $0.01 per share, of Sterling Commerce, Inc.
-------------------------------------------------------------
Ladies and Gentlemen:
We are acting as counsel to Sterling Commerce, Inc., a Delaware
corporation (the "Company"), in connection with the offering by certain
stockholders of the Company (the "Selling Stockholders") of up to 2,515,786
shares (the "Shares") of common stock (the "Common Stock") of the Company.
We have examined such documents, records, and matters of law as we
have deemed necessary for purposes of this opinion. Based on such examination
and on the assumptions set forth below, we are of the opinion that the Shares
are duly authorized, validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, we have relied as to certain
factual matters upon certificates of officers of the Company and public
officials, and we have not independently checked or verified the accuracy of the
statements contained therein. In addition, our examination of matters of law
has been limited to the General Corporation Law of the State of Delaware and the
federal laws of the United States of America, in each case as in effect on the
date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-3 (the "Registration Statement") filed by the
Company to effect registration of the Shares under the Securities Act of 1933,
as amended, to the reference to us under the caption "Legal Matters" in the
Prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
Jones, Day, Reavis & Pogue
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference of our firm under the caption "Experts" in
the Registration Statement of Sterling Commerce, Inc. (the "Company"), related
to registration of 2,515,786 shares of common stock, par value $0.01 per share
of the Company and to the incorporation by reference therein of our reports
dated March 4, 1996, with respect to the consolidated financial statements and
schedule of the Company included in its Registration Statement on Form S-1
(Registration No. 33-80595).
/s/ Ernst & Young, LLP
Dallas, Texas
October 9, 1996
<PAGE>
Exhibit 24.1
------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, on behalf of
Sterling Commerce, Inc., a Delaware corporation (the "Corporation"), hereby
constitutes and appoints Robert L. Estep, James E. O'Bannon and Michael C. Gibbs
the true and lawful attorney-in-fact, with full power of substitution and
resubstitution, for the Corporation to sign on the Corporation's behalf one or
more Registration Statements on Form S-3 or any other appropriate form
(collectively, the "Registration Statement"), for the purpose of registering,
pursuant to the Securities Act of 1933, as amended, shares of common stock, par
value $0.01 per share ("Common Stock"), of the Corporation, and to sign any or
all amendments and any or all post-effective amendments to the Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney or attorneys-in-fact, each of them with or without the
others, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as it might or could do in person, hereby ratifying and
confirming all that said attorney or attorneys-in-fact or any of them or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
STERLING COMMERCE, INC.
By: /s/ Sterling L. Williams
--------------------------------
Sterling L. Williams,
Chairman of the Board and Chief
Executive Officer
Dated: September 30, 1996
<PAGE>
Exhibit 24.2
------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Jeannette P. Meier, Steven P. Shiflett, Albert K. Hoover, Robert L.
Estep, James E. O'Bannon and Michael C. Gibbs the true and lawful attorney-in-
fact, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, to sign on his or her behalf, as a director or
officer, or both, as the case may be, of Sterling Commerce, Inc., a Delaware
corporation (the "Corporation"), one or more Registration Statements on Form S-3
or any other appropriate form (collectively, the "Registration Statement"), for
the purpose of registering, pursuant to the Securities Act of 1933, as amended,
shares of common stock, par value $0.01 per share ("Common Stock"), of the
Corporation, and to sign any or all amendments and any or all post-effective
amendments to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney or attorneys-in-
fact, each of them with or without the others, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
Dated: September 30, 1996
/s/ Sterling L. Williams /s/ Evan A. Wyly
- ---------------------------------- ----------------------------------
Sterling L. Williams Evan A. Wyly
/s/ Jeannette P. Meier /s/ Robert E. Cook
- ---------------------------------- ----------------------------------
Jeannette P. Meier Robert E. Cook
/s/ Sam Wyly /s/ Honor R. Hill
- ---------------------------------- ----------------------------------
Sam Wyly Honor R. Hill
/s/ Charles J. Wyly, Jr.
- ----------------------------------
Charles J. Wyly, Jr.
