<PAGE>
As filed with the Securities and Exchange Commission on July 21, 1998
Registration No. 333-56475
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------
STERLING COMMERCE, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-2623341
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
300 CRESCENT COURT, SUITE 1200
DALLAS, TEXAS 75201
(Address of principal executive offices)
XCELLENET, INC. 1987 STOCK OPTION PLAN
XCELLENET, INC. 1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
XCELLENET, INC. 1996 LONG-TERM INCENTIVE PLAN
OUTSTANDING OPTIONS GRANTED TO DIRECTORS AND CONSULTANTS OF XCELLENET, INC.
(Full title of the plans)
ALBERT K. HOOVER
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
STERLING COMMERCE, INC.
4600 LAKEHURST COURT
DUBLIN, OHIO 43016
(614) 793-7000
(Name, address, and telephone number, of agent for service)
--------------------------
Copy to:
JAMES E. O'BANNON
JONES, DAY, REAVIS & POGUE
2300 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 220-3939
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED(1) REGISTERED(2) PER SHARE(3) OFFERING PRICE(3) REGISTRATION FEE(4)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share............................. 481,885 shares $42.125 $20,299,406 $5,989
========================================================================================================================
</TABLE>
(1) This Registration Statement also relates to rights to purchase Series A
Junior Participating Preferred Stock, par value $.01 per share, of Sterling
Commerce ("Rights"). One Right will be issued together with and will attach
to each share of Common Stock, par value $.01 per share, of Sterling
Commerce ("Commerce Stock") issued pursuant to the Merger Agreement, unless
the Rights shall have theretofore expired or been redeemed.
(2) This Post-Effective Amendment No. 1 is being filed to register an additional
481,885 shares of Commerce Stock; 3,247,186 shares of Commerce Stock were
previously registered on this Registration Statement on Form S-4.
(3) Pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities
Act"), (i) the Proposed Maximum Aggregate Offering Price is based upon the
product of (a) 481,885 (the number of shares of Commerce Stock
registered herewith) and (b) $42.125 (the average of the high and low sales
price of shares of Commerce Stock on the New York Stock Exchange on July 20,
1998) and (ii) the Proposed Maximum Offering Price Per Share is based on the
quotient of $42.125 (the Proposed Maximum Aggregate Offering Price)
divided by 481,885 (the Amount to be Registered).
(4) The applicable fee pursuant to Section 6(b) of the Securities Act and Rule
457 thereunder is $5,989, the product of (i) .000295 and (ii)
$20,299,406 (the Proposed Maximum Aggregate Offering Price). A filing fee
of $34,906 was previously paid in connection with this Registration
Statement on Form S-4.
This Registration Statement also pertains to an indeterminate number of
additional shares of Commerce Stock issuable pursuant to anti-dilution and
adjustment provisions of the above-referenced plans and agreements.
================================================================================
<PAGE>
INTRODUCTORY STATEMENT
Sterling Commerce, Inc. ("Sterling Commerce") hereby amends its Registration
Statement on Form S-4 (No. 333-56475) by filing this Post-Effective Amendment on
Form S-8 relating to shares of its common stock, par value $.01 per share
("Commerce Stock"), issuable upon the exercise of options ("Options") granted
(i) under the XcelleNet, Inc. 1987 Stock Option Plan, (ii) under the XcelleNet,
Inc. 1994 Stock Option Plan for Outside Directors, (iii) under the XcelleNet,
Inc. 1996 Long-Term Incentive Plan; and (iv) pursuant to written agreements with
directors and consultants of XcelleNet, Inc. ("XcelleNet").
On July 21, 1998, pursuant to the Agreement and Plan of Merger, dated as of
April 16, 1998 (the "Merger Agreement"), among Sterling Commerce, Sterling
Commerce (Southern), Inc. ("Commerce Southern") and XcelleNet, XcelleNet was
merged with and into Commerce Southern (the "Merger").
Prior to the consummation of the Merger, the Options were exercisable to
purchase shares of common stock, par value $.01 per share, of XcelleNet
("XcelleNet Stock"). Pursuant to the Merger Agreement and in accordance with
the plan and/or agreement pursuant to which the Options were issued, each
outstanding Option to purchase XcelleNet Stock has been converted into an option
to acquire, on substantially the same terms and subject to substantially the
same conditions as were applicable under such Option, a number of shares of
Commerce Stock.
This Post-Effective Amendment relates only to the shares of Commerce Stock
issuable upon exercise of Options.
<PAGE>
PART I
INFORMATION REQUIRED IN PROSPECTUS
EXPLANATORY NOTE
The information called for by Part I of this Post-Effective Amendment No. 1
on Form S-8 to the Registration Statement on Form S-4 (the "Registration
Statement") is included in the descriptions of the XcelleNet, Inc. 1987 Stock
Option Plan, the XcelleNet, Inc. 1994 Stock Option Plan for Outside Directors,
the XcelleNet, Inc. 1996 Long-term Incentive Plan, and outstanding options
granted to directors and consultants of XcelleNet to be delivered to persons to
whom Options were previously granted. Pursuant to the Note to Part I of Form
S-8, this information is not being filed with or included in this Registration
Statement.
I-1
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed by Sterling Commerce with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference in this Registration Statement: (i) Annual Report on Form 10-K for the
year ended September 30, 1997; (ii) Quarterly Reports on Form 10-Q for the
fiscal quarters ended December 31, 1997 and March 31, 1998; and (iii) Current
Reports on Form 8-K, dated April 16, 1998, June 10, 1998 and July 21, 1998.
All documents and reports subsequently filed by Sterling Commerce pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date of this Post-Effective Amendment on
Form S-8 to Registration Statement on Form S-4 and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all such
securities remaining unsold are deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the dates of filing of such
documents or reports. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein is deemed to be modified or
superseded for purposes of this Registration Statement 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 such statement so modified or superseded will
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Delaware General Corporation Law ("DGCL"), (i) a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful, and (ii) a corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that the person is or was a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
II-1
<PAGE>
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought determines upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court deems proper.
Under the DGCL, to the extent that a present or former director or officer of
a corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in the immediately preceding sentence, or
in defense of any claim, issue or matter referred to therein, such person must
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
The DGCL provides that any indemnification under the provisions described in
the second preceding paragraph (unless ordered by a court) will be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer, employee or agent is
proper in the circumstances because the person has met the applicable standard
of conduct, which determination will be made, with respect to a person who is a
director or officer at the time of such determination, (i) by a majority vote of
the directors who are not parties to such action, suit or proceeding, even
though less than a quorum; or (ii) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion; or (iii)
by the stockholders. Under the DGCL, expenses (including attorneys' fees)
incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the corporation deems appropriate.
Under the DGCL, a corporation has power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under the DGCL.
Sterling Commerce's existing Certificate of Incorporation provides that
Sterling Commerce will indemnify every director and officer of Sterling Commerce
to the fullest extent allowed by law, except as otherwise provided in Sterling
Commerce's existing Bylaws (the "Commerce Bylaws"). The Commerce Bylaws provide
for the indemnification to the full extent permitted under the DGCL. The
Commerce Bylaws also provide that Sterling Commerce has the power to purchase
and maintain insurance as permitted by the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 -- Third Amended and Restated Certificate of Incorporation of
Sterling Commerce, as amended (incorporated by reference to
Exhibit 4.1 to Sterling Commerce's Registration Statement
(Commission File No. 333-20565))
II-2
<PAGE>
4.2 -- Amended and Restated Bylaws of Sterling Commerce (incorporated
by reference to Exhibit 3.2 to Sterling Commerce's Registration
Statement (Commission File No. 333-80595))
4.3 -- Specimen of Certificate evidencing Commerce Stock (incorporated
by reference to Exhibit 4.1 of Sterling Commerce's Registration
Statement (Commission File No. 333-80595))
5.1* -- Opinion of Jones, Day, Reavis & Pogue regarding the legality of
3,247,186 shares of Commerce Stock previously registered on this
Registration Statement on Form S-4 on June 10, 1998
5.2 -- Opinion of Jones, Day, Reavis & Pogue regarding the legality of
additional shares of Commerce Stock being registered on this
Post-Effective Amendment No. 1
23.1* -- Consent of Jones, Day, Reavis & Pogue (included in Exhibits 5.1
and 5.2)
23.2 -- Consent of Ernst & Young LLP
23.3 -- Consent of Arthur Andersen LLP
24.1* -- Powers of Attorney
99.1 -- XcelleNet, Inc. 1987 Stock Option Plan (incorporated by
reference to Exhibit 10.5 to XcelleNet's Registration Statement
(Commission File No. 33-76012))
99.2 -- Tenth Amendment to XcelleNet, Inc. 1987 Stock Option Plan
(incorporated by reference to Exhibit 10.2 to XcelleNet's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1995)
99.3 -- Eleventh Amendment to XcelleNet, Inc. 1987 Stock Option Plan
99.4 -- XcelleNet, Inc. 1994 Stock Option Plan for Outside Directors
(incorporated by reference to Exhibit 10.4 to XcelleNet's
Registration Statement (Commission File No. 33-76012))
99.5 -- First Amendment to XcelleNet, Inc. 1994 Stock Option Plan for
Outside Directors (incorporated by reference to Exhibit 10.041
to XcelleNet's Annual Report on Form 10-K for the year ended
December 31, 1994)
99.6 -- Second Amendment to XcelleNet, Inc. 1994 Stock Option Plan for
Outside Directors
99.7 -- XcelleNet, Inc. 1996 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.24 to XcelleNet's Annual Report on Form
10-K/A-3 for the year ended December 31, 1996)
99.8 -- First Amendment to XcelleNet, Inc. 1996 Long-Term Incentive Plan
__________________
* Previously filed
II-3
<PAGE>
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, 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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this 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 and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
(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 registration statement is on Form S-3, Form S-8, or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or 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 will be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time will 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.
(b) The undersigned Registrant 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 this Registration Statement will be deemed to be
a new Registration Statement relating to the securities offered herein, and
the offering of such securities at that time will 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
II-4
<PAGE>
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-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Post-Effective Amendment No. 1 on Form S-8 to the Registration
Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas on July 21, 1998.
STERLING COMMERCE, INC.
By /s/Albert K. Hoover
----------------------------------
Albert K. Hoover
Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated on July 21, 1998.
Signatures Title
---------- -----
* President and Chief Executive Officer and Director
______________________
Warner C. Blow (Principal Executive Officer)
* Senior Vice President and Chief Financial Officer
______________________
Steven P. Shiflet (Principal Financial and Accounting
Officer)
Chairman of the Board and Director
______________________
Sterling L. Williams
* Director
______________________
Sam Wyly
* Director
______________________
Charles J. Wyly, Jr.
* Director
______________________
Evan A. Wyly
* Director
______________________
Robert E. Cook
* Director
______________________
Honor R. Hill
*The undersigned, by signing his name hereto, does sign and execute this Post-
Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4
pursuant to the Powers of Attorney executed on behalf of the above-named
officers and directors and previously filed.
/s/Albert K. Hoover
------------------------------
Albert K. Hoover
Attorney-in-Fact
II-6
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1 Third Amended and Restated Certificate of Incorporation of
Sterling Commerce, as amended (incorporated by reference to
Exhibit 4.1 to Sterling Commerce's Registration Statement
(Commission File No. 333-20565))
4.2 Amended and Restated Bylaws of Sterling Commerce (incorporated by
reference to Exhibit 3.2 to Sterling Commerce's Registration
Statement (Commission File No. 333-80595))
4.3 Specimen of Certificate evidencing Commerce Stock (incorporated
by reference to Exhibit 4.1 of Sterling Commerce's Registration
Statement (Commission File No. 333-80595)
5.1* Opinion of Jones, Day, Reavis & Pogue regarding the legality of
3,247,186 shares of Commerce Stock previously registered on this
Registration Statement on Form S-4 on June 10, 1998
5.2 Opinion of Jones, Day, Reavis & Pogue regarding the legality of
additional shares of Commerce Stock being registered on this
Post-Effective Amendment No. 1
23.1* Consent of Jones, Day, Reavis & Pogue (included in Exhibits 5.1
and 5.2)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Arthur Andersen LLP
24.1* Powers of Attorney
99.1 XcelleNet, Inc. 1987 Stock Option Plan (incorporated by reference
to Exhibit 10.5 to XcelleNet's Registration Statement (Commission
File No. 33-76012))
99.2 Tenth Amendment to XcelleNet, Inc. 1987 Stock Option Plan
(incorporated by reference to Exhibit 10.2 to XcelleNet's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1995)
99.3 Eleventh Amendment to XcelleNet, Inc. 1987 Stock Option Plan
99.4 XcelleNet, Inc. 1994 Stock Option Plan for Outside Directors
(incorporated by reference to Exhibit 10.4 to XcelleNet's
Registration Statement (Commission File No. 33-76012))
99.5 First Amendment to XcelleNet, Inc. 1994 Stock Option Plan for
Outside Directors (incorporated by reference to Exhibit 10.041 to
XcelleNet's Annual Report on Form 10-K for the year ended
December 31, 1994)
99.6 Second Amendment to XcelleNet, Inc. 1994 Stock Option Plan for
Outside Directors
<PAGE>
99.7 XcelleNet, Inc. 1996 Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.24 to XcelleNet's Annual Report on Form
10-K/A-3 for the year ended December 31, 1996)
99.8 First Amendment to XcelleNet, Inc. 1996 Long-Term Incentive Plan
_____________________
* Previously filed
<PAGE>
EXHIBIT 5.2
July 21, 1998
Sterling Commerce, Inc.
4600 Lakehurst Court
Dublin, OH 43016
Re: Registration of 481,885 Shares of Common Stock,
par value $.01 per share, of Sterling Commerce, Inc.
----------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Sterling Commerce, Inc., a Delaware corporation
("Sterling Commerce"), in connection with the registration of 481,885
shares of common stock, par value $.01 per share (the "Common Stock"), of
Sterling Commerce, and certain rights (the "Rights") entitling holders thereof
to purchase, under certain circumstances, one one-hundredth of a share of Series
A Junior Participating Preferred Stock, par value $.01 per share, of Sterling
Commerce (the shares of Common Stock and the Rights are collectively referred to
herein as the "Shares"). The Shares will be issuable pursuant to options to
purchase common stock, par value $.01 per share ("XcelleNet Stock"), of
XcelleNet, Inc. ("XcelleNet") granted under the XcelleNet, Inc. 1987 Stock
Option Plan, the XcelleNet, Inc. 1994 Stock Option Plan for Outside Directors
and the 1996 Long-Term Incentive Plan (collectively, the "Option Plans"), and
outstanding options to purchase XcelleNet Stock granted to directors and
consultants of XcelleNet (collectively, the "Options"). In accordance with the
terms of the Agreement and Plan of Merger, dated as of April 16, 1998 (the
"Merger Agreement") by and among Sterling Commerce, Sterling Commerce
(Southern), Inc. and XcelleNet, the Options were converted into options to
purchase Common Stock.
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
subject to the qualifications and limitations set forth below, we are of the
opinion that, when the Post-Effective Amendment No. 1 on Form S-8 to the
Registration Statement on Form S-4, Commission File No. 333-56475 (the
"Registration Statement") filed by Sterling Commerce to effect registration of
the Shares under the Securities Act of 1933, as amended, becomes effective by
the Securities and Exchange Commission and the Shares have been issued in
accordance with the terms of the Option Plans and the related option agreements,
the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
In rendering the foregoing opinion, we have (i) assumed the authenticity of
all documents represented to us to be originals, the conformity to original
documents of all copies of documents submitted to us, the accuracy and
completeness of all corporate records made available to us by Sterling Commerce
and the genuineness of all signatures that purport to have been made in a
corporate, governmental, fiduciary or other capacity, and that the persons who
affixed such signatures
<PAGE>
had authority to do so, and (ii) relied as to certain factual matters upon
certificates of officers of Sterling Commerce 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 5.2 to the
Registration Statement.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
------------------------------
Jones, Day, Reavis & Pogue
<PAGE>
EXHIBIT 23.2
------------
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Post-Effective
Amendment No. 1 on Form S-8 to Form S-4 (No. 333-56475) and related Prospectus
of Sterling Commerce, Inc. ("Sterling Commerce") of our report dated November 7,
1997, with respect to the consolidated financial statements and schedule of
Sterling Commerce included in its Annual Report (Form 10-K) for the fiscal year
ended September 30, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Dallas, Texas
July 20, 1998
<PAGE>
EXHIBIT 23.3
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in the Post-Effective Amendment No. 1 on Form S-8 to Form S-4
(Commission File No. 333-56475) and related Prospectus of Sterling Commerce,
Inc. of our report dated January 22, 1998 included in XcelleNet, Inc.'s Form 10-
K for the year ended December 31, 1997, and to all references to our firm in
this registration statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
July 20, 1998
<PAGE>
EXHIBIT 99.3
ELEVENTH AMENDMENT TO
XCELLENET, INC.
1987 STOCK OPTION PLAN
THIS ELEVENTH AMENDMENT (this "Amendment") to the XcelleNet, Inc. 1987
Stock Option Plan (the "Plan") is made as of this 21st day of July 1998.
1. General. On July 21, 1998, XcelleNet, Inc. ("XcelleNet") was merged
-------
(the "Merger") with and into Sterling Commerce (Southern), Inc. ("Commerce
Southern"), a wholly owned subsidiary of Sterling Commerce, Inc. ("Sterling
Commerce"), pursuant to an Agreement and Plan of Merger, dated as of April 16,
1998 (the "Merger Agreement"), by and among Sterling Commerce, Commerce Southern
and XcelleNet. Pursuant to the Merger Agreement and the Plan, at the effective
time of the Merger (the "Effective Time"), each outstanding option to purchase
XcelleNet Stock was converted into an option to purchase shares of Common Stock,
par value $.01 per share, of Sterling Commerce ("Commerce Stock").
2. Definitions. Terms used in this Amendment with initial capital
-----------
letters that are not otherwise defined herein have the meaning ascribed to such
terms in the Plan. Notwithstanding the foregoing, unless the context requires
otherwise, from and after the date of this Amendment the following terms used in
the Plan shall have the following meaning:
(a) "Board of Directors" or "Board" means the Board of Directors of
Sterling Commerce or a duly authorized committee thereof;
(b) "Common Stock" means Common Stock, par value $.01 per share, of
Sterling Commerce;
(c) "Company" means Sterling Commerce (Southern), Inc.
3. Administration of the Plan. Notwithstanding anything to the contrary
--------------------------
contained in the Plan, the Plan, as amended, shall be administered by the Board
of Directors.
4. Notification of Exercise. Notwithstanding anything to the contrary
------------------------
contained in the Plan, Options shall be exercised by written notice directed to
the Secretary of Sterling Commerce at 4600 Lakehurst Court, Dublin, Ohio 43016
(telephone: (614) 793-7000) or his or her designee.
<PAGE>
5. Governing Law. To the extent not governed by federal law, the Plan
-------------
and all Option Agreements shall be construed in accordance with and governed by
the laws of the State of Delaware.
STERLING COMMERCE (SOUTHERN), INC.
(as successor by merger with XcelleNet, Inc.)
By: /s/ Albert K. Hoover
--------------------
Name: Albert K. Hoover
Title: Vice President, Secretary
and Assistant Treasurer
<PAGE>
EXHIBIT 99.6
SECOND AMENDMENT TO
XCELLENET, INC.
1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
THIS SECOND AMENDMENT (this "Amendment") to the XcelleNet, Inc. 1994 Stock
Option Plan for Outside Directors (the "Plan") is made as of this 21st day of
July 1998.
1. General. On July 21, 1998, XcelleNet, Inc. ("XcelleNet") was merged
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(the "Merger") with and into Sterling Commerce (Southern), Inc. ("Commerce
Southern"), a wholly owned subsidiary of Sterling Commerce, Inc. ("Sterling
Commerce"), pursuant to an Agreement and Plan of Merger, dated as of April 16,
1998 (the "Merger Agreement"), by and among Sterling Commerce, Commerce Southern
and XcelleNet. Pursuant to the Merger Agreement and the Plan, at the effective
time of the Merger (the "Effective Time"), each outstanding option to purchase
XcelleNet Stock was converted into an option to purchase shares of Common Stock,
par value $.01 per share, of Sterling Commerce ("Commerce Stock").
2. Definitions. Terms used in this Amendment with initial capital
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letters that are not otherwise defined herein have the meaning ascribed to such
terms in the Plan. Notwithstanding the foregoing, unless the context requires
otherwise, from and after the date of this Amendment the following terms used in
the Plan shall have the following meaning:
(a) "Board of Directors" or "Board of Directors of the Company" means
the Board of Directors of Sterling Commerce or a duly authorized committee
thereof;
(b) "Common Stock" means Common Stock, par value $.01 per share, of
Sterling Commerce;
(c) "Company" means Sterling Commerce (Southern), Inc.
3. Administration of the Plan. Notwithstanding anything to the contrary
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contained in the Plan, the Plan, as amended, shall be administered by the Board
of Directors.
4. Notification of Exercise. Notwithstanding anything to the contrary
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contained in the Plan, Options shall be exercised by an irrevocable written
notice directed to the Secretary of Sterling Commerce at 4600 Lakehurst Court,
Dublin, Ohio 43016 (telephone: (614) 793-7000) or his or her designee.
5. No Further Grants. Notwithstanding anything to the contrary contained
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in the Plan, no options shall be granted under the Plan after the Effective
Time.
<PAGE>
6. Governing Law. To the extent not governed by federal law, the Plan
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and all Stock Option Agreements shall be construed in accordance with and
governed by the laws of the State of Delaware.
STERLING COMMERCE (SOUTHERN), INC.
(as successor by merger with XcelleNet, Inc.)
By: /s/ Albert K. Hoover
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Name: Albert K. Hoover
Title: Vice President, Secretary
and Assistant Treasurer
<PAGE>
EXHIBIT 99.8
FIRST AMENDMENT TO
XCELLENET, INC.
1996 LONG-TERM INCENTIVE PLAN
THIS FIRST AMENDMENT (this "Amendment") to the XcelleNet, Inc. 1996
Long-Term Incentive Plan (the "Plan") is made as of this 21st day of July 1998.
1. General. On July 21, 1998, XcelleNet, Inc. ("XcelleNet") was merged
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(the "Merger") with and into Sterling Commerce (Southern), Inc. ("Commerce
Southern"), a wholly owned subsidiary of Sterling Commerce, Inc. ("Sterling
Commerce"), pursuant to an Agreement and Plan of Merger, dated as of April 16,
1998 (the "Merger Agreement"), by and among Sterling Commerce, Commerce Southern
and XcelleNet. Pursuant to the Merger Agreement and the Plan, at the effective
time of the Merger (the "Effective Time"), each outstanding option to purchase
XcelleNet Stock was converted into an option to purchase shares of Common Stock,
par value $.01 per share, of Sterling Commerce ("Commerce Stock").
2. Definitions. Terms used in this Amendment with initial capital
-----------
letters that are not otherwise defined herein have the meaning ascribed to such
terms in the Plan. Notwithstanding the foregoing, unless the context requires
otherwise, from and after the date of this Amendment the following terms used in
the Plan shall have the following meaning:
(a) "Board" means the Board of Directors of Sterling Commerce or a
duly authorized committee thereof;
(b) "Committee" or "Compensation and Stock Option Committee of the
Board" means the Board of Directors of Sterling Commerce or a duly authorized
committee thereof
(c) "Company" means Sterling Commerce (Southern), Inc.
(d) "Stock" means Common Stock, par value $.01 per share, of Sterling
Commerce;
3. Administration of the Plan. Article IV of the Plan is hereby deleted
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and replaced in its entirety by the following:
"ARTICLE IV
ADMINISTRATION
4.1 The Plan shall be administered by the Board. The Board shall
have the exclusive power, authority and discretion to make all decisions
and determinations that may be required under the Plan or it may deem
necessary or advisable to administer the Plan."
<PAGE>
4. Notification of Exercise. Notwithstanding anything to the contrary
------------------------
contained in the Plan, Options shall be exercised by an irrevocable written
notice directed to the Secretary of Sterling Commerce at 4600 Lakehurst Court,
Dublin, Ohio 43016 (telephone: (614) 793-7000) or his or her designee.
5. No Further Awards. Notwithstanding anything to the contrary contained
-----------------
in the Plan, no Awards shall be granted under the Plan after the Effective Time.
6. Governing Law. Notwithstanding anything to the contrary contained in
-------------
the Plan and the Award Agreements, to the extent not governed by federal law,
the Plan and all Award Agreements shall be construed in accordance with and
governed by the laws of the State of Delaware.
STERLING COMMERCE (SOUTHERN), INC.
(as successor by merger with XcelleNet, Inc.)
By: /s/ Albert K. Hoover
--------------------
Name: Albert K. Hoover
Title: Vice President, Secretary
and Assistant Treasurer
