As filed with the Securities and Exchange Commission on May 12, 1999
Registration No. 333-74345
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
STERLING COMMERCE, INC.
(Exact name of registrant as specified in its charter)
300 CRESCENT COURT, SUITE 1200
Dallas, Texas 75201
(214) 981-1000
Delaware 75-2623341
(State or other (Address, including (I.R.S. Employere number,
jurisdiction of zip code, and telephone Identification Number)
incorporation or number, including area
organization) code, of registrant's
principal executive offices)
STERLING COMMERCE, INC. 1999 STOCK OPTION PLAN
(Full title of the plan)
Albert K. Hoover, Esq.
Senior Vice President, General Counsel & Secretary
Sterling Commerce, Inc.
300 Crescent Court, Suite 1200
Dallas, Texas 75201
(214) 981-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================
Proposed Proposed
Amount Maximum Maximum
Title of to be Offering Aggregate Amount of
Securities to Registered Price per Offering Registration
be Registered (2) Share (3) Price (3) Fee
- - ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01
per share (1). . . . . . . 1,000,000 shares $34 1/16 $34,062,500 $9,469.38
======================================================================================================
</TABLE>
(1) Includes associated rights to purchase shares of Series A Junior
Participating Preferred Stock, par value $0.01 per share, of Sterling
Commerce, Inc.
(2) Represents the number of shares of common stock, par value $0.01
per share ("Common Stock"), of Sterling Commerce, Inc. issuable upon the
exercise of options granted pursuant to the Sterling Commerce, Inc. 1999
Stock Option Plan (the "Plan"). Pursuant to Rule 416 under the Securities
Act of 1933 (the "Securities Act"), there are registered hereunder such
indeterminate number of additional shares as may become issuable upon the
exercise of options as a result of the antidilution provisions contained in
the Plan.
(3) Estimated solely for the purpose of calculating the registration
fee under Rule 457(h) under the Securities Act upon the basis of the
average high and low prices of shares of the Common Stock of the registrant
on the Composite Tape of the New York Stock Exchange, Inc. on May 6, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
Sterling Commerce, Inc., a Delaware corporation (the
"Registrant"), hereby files this Post-Effective Amendment No. 1 to its
Registration Statement on Form S-8 (Registration No. 333-74345) (the
"Registration Statement") for the purpose of registering an additional
1,000,000 shares of the Registrant's common stock, par value $0.01 per
share, issuable upon the exercise of options granted pursuant to the
Sterling Commerce, Inc. 1999 Stock Option Plan. Pursuant to general
instruction E to Form S-8, the Registrant incorporates by reference herein
the contents of the Registration Statement.
Item 8. Exhibits
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (previously filed as an exhibit to the
Registration Statement and incorporated herein by reference)
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 the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Dublin, State of Ohio, on May 12, 1999.
STERLING COMMERCE, INC.
By: /s/ Warner C. Blow
-------------------------------------
Warner C. Blow
President and Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities indicated on May
12, 1999.
Signatures Title
---------- ------
/s/ Warner C. Blow President and Chief Executive Officer
- - --------------------------- and Director (Principal Executive Officer)
Warner C. Blow
/s/ Sterling L. Williams* Chairman of the Board and Director
- - ---------------------------
Sterling L. Williams
/s/ Charles J. Wyly, Jr.* Director
- - ---------------------------
Charles J. Wyly, Jr.
/s/ Sam Wyly* Director
- - ---------------------------
Sam Wyly
/s/ Evan A. Wyly* Director
- - ---------------------------
Evan A. Wyly
/s/ Honor R. Hill* Director
- - ---------------------------
Honor R. Hill
/s/ Robert E. Cook*
- - --------------------------- Director
Robert E. Cook
/s/ Steven P. Shiflet Senior Vice President and Chief
- - --------------------------- Financial Officer (Principal Financial
Steven P. Shiflet and Accounting Officer)
*The undersigned, by signing his name hereto, does sign and execute this
Post-Effective Amendment No. 1 to the Registration Statement pursuant to
the Power of Attorney executed on behalf of the above-named directors and
filed herewith.
By: /s/ Dennis Byrnes
--------------------------------
Dennis Byrnes
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit No. Description
- - ----------- -----------
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (previously filed as an exhibit to the
Registration Statement and incorporated herein by reference)
EXHIBIT 5.1
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
May 12, 1999
Sterling Commerce, Inc.
300 Crescent Court, Suite 1200
Dallas, Texas 75201
Ladies and Gentlemen:
We have acted as special counsel to Sterling Commerce, Inc., a
Delaware corporation (the "Company"), in connection with the proposed
issuance by the Company of an additional 1,000,000 shares (the "Shares") of
common stock, par value $0.01 per share (the "Common Stock"), of the
Company upon exercise of stock options of the Company to be granted under
the Sterling Commerce, Inc. 1999 Stock Option Plan (the "Plan").
This opinion is delivered to you in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act
of 1933, as amended (the "Securities Act").
In rendering the opinion set forth herein, we have examined and
relied on originals or copies, certified or otherwise identified to our
satisfaction, of (i) Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 relating to the Shares, to be filed herewith with the
Securities and Exchange Commission (the "Commission") under the Securities
Act (together with all exhibits thereto, the "Post-Effective Amendment"),
(ii) the certificate of incorporation and bylaws of the Company, each as
currently in effect, (iii) the Plan, (iv) a specimen of the certificates to
be used to represent the Shares, and (v) certain resolutions (the
"Resolutions") dated April 30, 1999 of the 1999 Stock Option Committee of
the board of directors of the Company relating to the issuance of options
to acquire the Shares. We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Company
and such agreements, certificates of public officials, certificates of
officers or other representatives of the Company and others, and such other
documents, certificates, records, as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents. We
have also assumed that the certificates representing the Shares will be
signed by facsimile or otherwise by authorized officers of the Company and
of the transfer agent for the Common Stock and registered by the registrar
for the Common Stock and will conform to the specimen thereof examined by
us. As to any facts material to the opinion expressed herein that were not
independently established or verified, we have relied upon oral or written
statements and representations of officers and other representatives of the
Company and others.
Based upon and subject to the foregoing, it is our opinion that
the Shares have been duly authorized and, when issued and delivered as set
forth in the Resolutions and in accordance with the terms and conditions of
the Plan, and against payment therefor, will be validly issued, fully-paid
and nonassessable.
This opinion is rendered solely for your benefit in connection
with the transaction referred to in the first paragraph of this opinion and
is not to be used, circulated, quoted, relied upon, or otherwise referred
to for any other purpose without our prior express written permission.
We hereby consent to the filing of this opinion with the
Commission as Exhibit 5.1 to the Post-Effective Amendment.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER
& FLOM LLP
EXHIBIT 23.2
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the
Post-Effective Amendment No. 1 to the Registration Statement (Form S-8) of
Sterling Commerce, Inc. (the "Company"), pertaining to the Sterling
Commerce, Inc. 1999 Stock Option Plan, of our report dated November 17,
1998, with respect to the consolidated financial statements and schedule of
the Company included in its Annual Report (Form 10-K) for the fiscal year
ended September 30, 1998, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
May 6, 1999
