<PAGE>
As filed with the Securities and Exchange Commission on April 2, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SOFTWARE AG SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1167173
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11190 Sunrise Valley Drive
Reston, VA 20191
-------------------------------------------------------------
(Address, including zip code, of principal executive offices)
Software AG Systems, Inc. Employee Stock Purchase Plan
------------------------------------------------------
(Full title of the plan)
James H. Daly
Vice President, Secretary and General Counsel
11190 Sunrise Valley Drive
Reston, VA 20191
(703) 860-5050
(Name, address, including zip code, and
telephone number including area code, of agent for service)
Copy to:
Robert B. Ott, Esq.
Arnold & Porter
555 Twelfth Street, N.W.
Washington, D.C. 20004
(202) 942-5008
---------------------
Calculation of Registration Fee
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Proposed Proposed Amount
Amount Maximum Maximum of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Unit(1)(2) Offering Price(2) Fee
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value per share 1,500,000 $24.4375 $36,656,250 $10,814
- --------------------------------------------------------------------------------------
</TABLE>
(1) Calculated on the basis of the average of the high and low sale prices of
the Registrant's Common Stock as reported on March 30, 1998 on the New York
Stock Exchange, which date is within 5 business days prior to the date of
the filing of this Registration Statement.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(h).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents filed by Software AG Systems, Inc. (the
"Registrant" or "Company") (File No. 001-13609) with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act") or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, as filed by the Company with the Commission on
March 30, 1998.
(b) The Current Report on Form 8-K as filed by the Company with the
Commission on January 21, 1998.
(c) The description of the common stock of the Company, par value $.01
per share (the "Common Stock"), contained in a registration
statement on Form 8-A filed by the Registrant on November 14, 1997,
and any amendments or reports filed for the purpose of updating such
description.
All documents filed by the Registrant after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all the Common Stock offered hereby has been sold or which deregisters such
Common Stock then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and shall be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this Registration Statement shall be
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 in
this Registration Statement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or so superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
II-2
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Arnold & Porter has delivered its legal opinion to the effect that the
issuance and sale of the Common Stock offered hereby have been duly authorized
by the Company and that, when issued in accordance with the terms of the
Company's Employee Stock Purchase Plan, such Common Stock will be validly
issued, fully paid and nonassessable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Section 145 of the Delaware General Corporation Law ("DGCL"), permits,
under certain circumstances, the indemnification of 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 he is or was a director, officer, employee or agent of
the corporation, or is or was serving in a similar capacity for another
enterprise at the request of the corporation. To the extent that a director or
officer of the corporation has been successful in defending any such proceeding,
the DGCL provides that he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
With respect to a proceeding by or in the right of the corporation, such
person may be indemnified against expenses (including attorneys' fees), actually
and reasonably incurred, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation. The
DGCL provides, however, that indemnification shall not be permitted in such a
proceeding if such person is adjudged liable to the corporation unless, and only
to the extent that, the court, upon application, determines, that he is entitled
to indemnification under the circumstances. With respect to proceedings other
than those brought by or in the right of the corporation, notwithstanding the
outcome of such a proceeding, such person may be indemnified against judgments,
fines, and amounts paid in settlement, as well as expenses (including attorneys'
fees), if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action, had no reasonable cause to believe his conduct was unlawful.
Except with respect to mandatory indemnification of expenses to successful
defendants as described in the preceding paragraph or pursuant to a court order,
the indemnification described in this paragraph may be made only upon a
determination in each specific case that indemnification is proper as determined
by (1) majority vote of the directors that are not parties to the proceeding,
even though less than a quorum, or (2) a committee of such directors designated
by majority vote of such directors, even though less than a quorum, or (3) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (4) by the stockholders.
The DGCL permits a corporation to advance expenses incurred by a
proposed indemnitee in advance of final disposition of the proceeding, provided
that the indemnitee undertakes to repay such advanced expenses if it is
ultimately determined that
II-3
<PAGE>
he is not entitled to indemnification. Also, a corporation may purchase
insurance on behalf of an indemnitee against any liability asserted against him
in his designated capacity, whether or not the corporation itself would be
empowered to indemnify him against such liability.
The Company 's Second Amended and Restated Certificate of Incorporation
(the "Certificate of Incorporation") and its Second Amended and Restated Bylaws
(the "Bylaws") provide for indemnification of its officers and directors to the
fullest extent permitted under the DGCL.
As authorized by the DGCL, the Company's Certificate of Incorporation
limits the liability of directors of the Corporation for monetary damages. The
effect of this provision in the Certificate of Incorporation is to eliminate the
rights of the Company and its stockholders (through stockholders' derivative
suits on behalf of the Company) to recover monetary damages against a director
for breach of the fiduciary duty of care as a director (including breaches
resulting from negligent or grossly negligent behavior) except in certain
limited situations. This provision does not limit or eliminate the rights of the
Company or any stockholder to seek non-monetary relief such as an injunction or
rescission in the event of a breach of a director's duty of care. This provision
of the Certificate of Incorporation applies to an officer of the Company only if
he or she is a director of the Company and is acting in his or her capacity as a
director, and does not apply to officers of the Company who are not directors.
This provision will not alter the liability of directors under federal
securities laws.
The Company has purchased an insurance policy which purports to insure
the officers and directors of the Corporation against certain liabilities
incurred by them in the discharge of their functions as such officers and
directors, except for liabilities resulting from their own malfeasance.
The foregoing descriptions are general summaries only. Reference is made
to the full text of the Company's Certificate of Incorporation and its Bylaws,
both filed with the Commission on September 26, 1997 as part of the Registration
Statement on Form S-1 (File No. 333-36567), which are incorporated herein by
reference.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS
--------
The exhibits listed on the Exhibit Index on page II-8 of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.
II-4
<PAGE>
ITEM 9. UNDERTAKINGS
------------
The 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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act.
(b) 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 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.
(c) 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.
Provided, however, that the undertakings set forth in paragraphs 1(a) and 1(b)
above do not apply if 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
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.
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.
II-5
<PAGE>
4. That, for purposes of determining any liability under the Securities
Act, each filing of the Company'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 new securities at that time shall be deemed
to be the initial bona fide offering thereof.
5. 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-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Reston, Commonwealth of Virginia, on April 2, 1998.
SOFTWARE AG SYSTEMS, INC.
By: /s/ DANIEL F. GILLIS
-----------------------------------------------
Daniel F. Gillis
Director, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on April 2, 1998.
By: /s/ DANIEL F. GILLIS
-----------------------------------------------
Daniel F. Gillis
Director, President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ HARRY K. MCCREERY
-----------------------------------------------
Harry K. McCreery
Vice President, Treasurer,
and Chief Financial Officer
(Principal Financial and Accounting Officer)
By: *
-----------------------------------------------
Carl J. Rickertsen
Chairman of the Board of Directors
By: *
-----------------------------------------------
Dr. Erwin Koenigs
Director
By: *
-----------------------------------------------
Edward E. Lucente
Director
By: *
-----------------------------------------------
Dr. Paul G. Stern
Director
By: *
-----------------------------------------------
Dr. Philip S. Dauber
Director
* By: /s/ HARRY K. MCCREERY
-----------------------------------------------
Harry K. McCreery
Attorney-In-Fact
II-7
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit 4.1 Second Amended and Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit 3.1 of
the Registrant's Registration Statement on Form S-1 (File No.
333-36567) filed on September 26, 1997).
Exhibit 4.2 Second Amended and Restated Bylaws of the Registrant
(incorporated herein by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form S-1 (File No. 333-
36567) filed on September 26, 1997).
Exhibit 4.3 Specimen Common Stock Certificate of the Registrant
(incorporated herein by reference to Exhibit 4 of Amendment
No. 3 to the Registrant's Registration Statement on Form S-1
(File No. 333-36567) filed on November 17, 1997.)
Exhibit 4.4 Software AG Systems, Inc. Employee Stock Purchase Plan, filed
herewith.
Exhibit 5 Opinion of Arnold & Porter, filed herewith.
Exhibit 23.1 Consent of Arnold & Porter (included in its opinion filed as
Exhibit 5).
Exhibit 23.2 Consent of KPMG Peat Marwick LLP, filed herewith.
Exhibit 24 Powers of Attorney, filed herewith.
II-8
<PAGE>
EXHIBIT 4.4
SOFTWARE AG SYSTEMS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(TO BE EFFECTIVE AS OF JUNE 1, 1998)
ARTICLE I
PURPOSE AND SCOPE OF THE PLAN
1.1 PURPOSE
-------
The purpose of this Plan is to provide Employees of the Corporation and
its Designated Affiliates with an opportunity to purchase shares of Common Stock
of the Corporation and thereby to encourage Employee participation in the
ownership and economic success of the Corporation. It is the Corporation's
intention that this Plan qualify as an employee stock purchase plan under
Section 423 of the Code and be construed in a manner consistent with the
requirements of such section.
1.2 DEFINITIONS
-----------
In this Plan, except where the context otherwise indicates, the
following definitions apply:
(a) "Affiliate" means a parent or subsidiary corporation of the
Corporation, as defined in Sections 424(e) and (f) of the Code (but
substituting "the Corporation" for "employer corporation"),
including parents or subsidiaries of the Corporation which become
such after adoption of the Plan.
(b) "Board of Directors" or "Board" means the Board of Directors of the
Corporation.
(c) "Business Day" means a day on which the New York Stock Exchange,
Inc. is open for business.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the committee of the Board appointed by the Board
to administer the Plan. Unless otherwise determined by the Board,
the Compensation Committee of the Board shall be the Committee.
(f) "Common Stock" means the common stock, par value $.01 per share, of
the Corporation.
<PAGE>
(g) "Corporation" means Software AG Systems, Inc., a Delaware
corporation.
(h) "Compensation" means the base salary (consisting of regular straight
time gross earnings, including holiday, vacation and sick pay and
any salary reduction contribution by an Employee to a plan described
in Section 401(k) or Section 125 of the Code that is maintained by
the Corporation or a Designated Affiliate), commissions, bonuses and
payments for overtime, shift premiums and shift differentials paid
to an Employee by the Corporation or a Designated Affiliate in
accordance with established payroll procedures. By way of
illustration and not by way of limitation, "Compensation" shall not
include relocation assistance payments, geographical hardship pay,
noncash prizes, awards and remuneration, automobile allowances,
severance-type payments, deferred compensation, income realized as a
result of participation in any stock option, stock purchase or
similar plan maintained by the Corporation or a Designated
Affiliate, contributions by the Corporation or a Designated
Affiliate to a plan described in Section 401(k) or Section 125 of
the Code that is maintained by the Corporation or a Designated
Affiliate and other special payments or reimbursements.
(i) "Designated Affiliate" means Software AG Americas, Inc. and any
other Affiliate which has been designated by the Board or the
Committee as eligible to participate in the Plan.
(j) "Employee" means any person who is an employee of the Corporation or
a Designated Affiliate for at least twenty (20) hours per week
uninterrupted by a termination of or absence from employment, other
than any leave of absence from employment agreed to in writing by
the Corporation or such Designated Affiliate, as the case may be,
provided that such leave is for a period of not more than ninety
(90) days or reemployment upon the expiration of such leave is
guaranteed by contract or statute.
(k) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(l) "Exercise Date" means May 31 and November 30 of each Plan Year
provided, however, that if any Exercise Date shall not be a Business
Day in any Plan Year, then for purposes of that Plan Year such
Exercise Date shall be the first Business Day following such
Exercise Date.
(m) "Fair Market Value" means the mean between the highest and lowest
quoted selling price per share of the Common Stock on the New York
Stock Exchange on the applicable date as reported by the Wall Street
Journal, or if no such prices are reported for that day, on the last
preceding day for which such prices are reported, or such other
reasonable method of determining fair market value adopted in good
faith by the Committee.
2
<PAGE>
(n) "Human Resources Department" means the department of the Corporation
responsible for the day-to-day administration of and recordkeeping
for the Plan.
(o) "Offering Date" means June 1 and December 1 of each Plan Year,
provided, however, that if any Offering Date shall not be a Business
Day in any Plan Year, then for purposes of that Plan Year such
Offering Date shall be the first Business Day following such
Offering Date.
(p) "Option Period" or "Period" means the period beginning on an
Offering Date and ending on the next succeeding Exercise Date.
(q) "Option Price" means the purchase price of shares of Common Stock
hereunder as provided in Section 3.1.
(r) "Participant" means any Employee who (i) is eligible to participate
in the Plan under Section 2.1 and (ii) elects to participate
pursuant to Section 2.1.
(s) "Plan" means the Corporation's Employee Stock Purchase Plan, as the
same may be amended from time to time.
(t) "Plan Account" or "Account" means an account established and
maintained in the name of each Participant.
(u) "Plan Year" means the twelve (12) month period beginning June 1 and
ending on the following May 31.
(v) "Securities Act" means the Securities Act of 1933, as amended.
(w) "Stock Purchase Agreement" means a written agreement in the form
prescribed by the Committee which must be completed and executed by
an Employee who elects to participate in the Plan.
1.3 ADMINISTRATION OF PLAN
----------------------
Subject to oversight by the Board of Directors, the Committee shall
supervise and administer the Plan. Subject to the provisions of the Plan, the
Committee shall have plenary authority and full power to construe and interpret
the Plan and any Stock Purchase Agreement, to prescribe, adopt, amend and
rescind rules and regulations not inconsistent with the Plan or the Code
relating to and, in the Committee's discretion, deemed desirable and appropriate
for, the administration of the Plan, and to make all other determinations deemed
necessary or advisable for the administration of the Plan. A member of the
Committee who is eligible to participate in the Plan shall not vote on any
question or matter relating specifically to such member. The Committee shall
adopt the form of Stock Purchase Agreement and all notices required under the
Plan. The interpretations, determinations and decisions of the Committee in
respect to the Plan shall
3
<PAGE>
be final, binding and conclusive. The Committee shall have the authority to
appoint an Employee or any other person or entity to manage the Plan and to
delegate to such person or entity such authority with respect to the
administration of the Plan as the Committee, in its sole discretion, deems
advisable from time to time.
1.4 EFFECTIVE DATE OF PLAN
----------------------
The Plan and any amendment thereto shall become effective on the date
established for that purpose by the Board, if prior to that date the Plan or any
such amendment, as the case may be, (i) has been adopted by the Board and (ii)
if required by applicable law or the rules of the securities exchange upon which
the Common Stock is then listed, has been approved by the stockholders of the
Corporation, provided, however, that with respect to the effective date of the
Plan such stockholder approval is obtained within twelve (12) months after the
Plan is adopted by the Board. The date established by the Board as the effective
date of the Plan or any amendment thereto shall be an Offering Date.
1.5 TERM OF PLAN
------------
Unless sooner terminated pursuant to Section 4.3 or Section 6.3, the
Plan shall terminate on the earlier of the tenth anniversary of the date on
which the Plan is adopted by the Board or approved by the stockholders of the
Corporation. Upon any termination of the Plan, the amount, if any, in each
Participant's Account shall be refunded to each such Participant or, in cases
where such a refund may not be possible, otherwise disposed of in accordance
with policies and procedures prescribed by the Committee.
ARTICLE II
PARTICIPATION
2.1 ELIGIBILITY
-----------
Each Employee shall be eligible to participate in the Plan as of the
first Offering Date after becoming an Employee and may become a Participant as
of such Offering Date by executing and filing a Stock Purchase Agreement with
the Human Resources Department prior to such Offering Date. Notwithstanding any
other provision of this Plan, no Employee may participate in the Plan if,
immediately after an Offering Date such Employee would be deemed for purposes of
Section 423(b)(3) of the Code to possess five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Corporation or any
Affiliate.
2.2 PAYROLL DEDUCTIONS
------------------
(a) Payment by a Participant for shares of Common Stock to be purchased
by the Participant under the Plan shall be made by authorized payroll deductions
from each payment of Compensation to the Participant on each payday during an
Option Period in
4
<PAGE>
an amount not less than one percent (1%) and not more than fifteen percent (15%)
of the Participant's Compensation on each such payday in accordance with
instructions received from the Participant by the Human Resources Department on
the instruction form prescribed by the Committee. Said deduction shall be
expressed as a whole number percentage and such percentage also shall be set
forth in the Stock Purchase Agreement executed by the Participant.
(b) Payroll deductions for each Option Period shall commence on the
first payday following the Offering Date of the applicable Option Period and
shall end on the last payday prior to the Exercise Date of the applicable Option
Period, provided, however, that any payday within five (5) business days
preceding the Exercise Date shall be included in the immediately subsequent
Option Period.
(c) All amounts deducted from a Participant's Compensation pursuant to
this Section 2.2 shall be credited to such Participant's Account. A Participant
may not make any additional payments or contributions into his or her Account
other than payroll deductions pursuant to the provisions of this Section 2.2.
(d) A Participant may not increase the percentage of his or her payroll
deductions during any Option Period. A Participant may decrease the percentage
of his or her payroll deductions on only one occasion during any Option Period
by executing and filing a new instruction form with the Human Resources
Department. Any such decrease in percentage shall be effective as of the
beginning of the next calendar month following the date of filing by the
Participant of such new instruction form if such filing occurred at least ten
(10) business days prior to the beginning of such month or, if such filing did
not occur at least ten (10) business days prior to the beginning of such month,
as of the beginning of the next succeeding calendar month following the date of
filing by the Participant of such new instruction form.
(e) A Participant may increase or decrease the percentage of his or her
payroll deductions for any subsequent Option Period by filing notice thereof and
by executing and filing a new instruction form with the Human Resources
Department at least thirty (30) days prior to the Offering Date on which such
subsequent Option Period commences.
(f) By filing a written notice with the Human Resources Department, a
Participant during an Option Period may discontinue his or her payroll
deductions but have the payroll deductions previously made by him or her during
that Option Period remain in the Participant's Account to purchase Common Stock
on the Exercise Date of such Option Period, provided that he or she is an
Employee as of that Exercise Date. If a Participant discontinues payroll
deductions during an Option Period pursuant to this Section 2.2(f), any amount
remaining in the Participant's Account after the purchase of Common Stock on the
Exercise Date shall be refunded without interest to the Participant upon the
written request of the Participant. Any Participant who discontinues payroll
deductions during an Option Period pursuant to this Section 2.2(f) may again
become a
5
<PAGE>
Participant for a subsequent Option Period by executing and filing a new Stock
Purchase Agreement in accordance with Section 2.1.
ARTICLE III
PURCHASE OF SHARES
3.1 OPTION PRICE
------------
The Option Price per share of Common Stock purchased by Participants
under the Plan shall be eighty-five percent (85%) of the Fair Market Value on
either the Offering Date or the Exercise Date of an Option Period, whichever is
lower, but in no event shall the Option Price per share be less than the par
value per share of the Common Stock.
3.2 GRANT OF OPTION
---------------
Subject to the provisions of the Plan, on the Offering Date for each
Option Period, each Participant shall be and hereby is granted an option to
purchase on the Exercise Date of such Option Period the largest number of whole
shares of Common Stock which can be purchased with the amount determined by
dividing the amount of the Participant's payroll deductions credited to and
retained in the Participant's Account as of such Exercise Date by the Option
Price per share.
3.3 PURCHASE OF SHARES
------------------
Subject to the provisions of the Plan, on the Exercise Date of each
Option Period the option granted to a Participant under Section 3.2 on the
Offering Date of such Option Period shall be exercised automatically and the
largest number of whole shares of Common Stock subject to such option shall be
purchased by the Participant by charging the Participant's Account with the
amount equal to the aggregate Option Price of the largest number of whole shares
of Common Stock subject to such option. The balance, if any, in a Participant's
Account after such purchase on each Exercise Date shall be carried forward to
the immediately succeeding Option Period.
3.4 LIMITATIONS ON PURCHASE
-----------------------
Except as the Committee may otherwise provide by an adjustment made
pursuant to Section 4.2, no Participant shall purchase more than 5,000 shares of
Common Stock with respect to any Option Period. Notwithstanding any provision of
this Plan to the contrary, no Participant shall be granted an option under
Section 3.2 which gives the Participant rights to purchase shares pursuant to
this Plan that will exceed the limitations imposed by Section 423(b)(8) of the
Code relating to an annual $25,000 per Participant limitation on purchases of
Common Stock under the Plan.
6
<PAGE>
3.5 TRANSFERABILITY OF RIGHTS
-------------------------
During a Participant's lifetime, a Participant's options to purchase
shares of Common Stock under the Plan shall be exercisable only by the
Participant. Neither amounts credited to a Participant's Account nor any rights
of a Participant with regard to an option to purchase shares of Common Stock
under the Plan my be assigned, transferred, pledged or otherwise disposed of in
any way by the Participant other than by will or the laws of descent and
distribution. Any attempt by a Participant to make any such prohibited
assignment, transfer, pledge or disposition shall be null and void and without
effect, provided that the Board may treat any such attempted assignment,
transfer, pledge or disposition as a notice of withdrawal in accordance with
Section 5.1.
3.6 DELIVERY
--------
As promptly as practicable after each Option Period, the Corporation
shall arrange the delivery to each Participant of the shares of Common Stock
purchased by such Participant during such Option Period, in the manner
designated by the Participant, including, but not limited to, delivery of a
certificate or certificates representing all or a part of such shares pursuant
to Section 4.4, delivery by direct deposit into a book entry account or delivery
by direct deposit into a brokerage account as permitted by the Committee.
ARTICLE IV
PROVISIONS RELATING TO COMMON STOCK
4.1 COMMON STOCK SUBJECT TO THE PLAN
--------------------------------
(a) Subject to adjustment as provided in Section 4.2, the maximum number
of shares of Common Stock that may be issued and made available for sale by the
Corporation under the Plan shall be 1,500,000 shares, and the Corporation shall
reserve such number of shares for purchase by Participants under the Plan. The
shares of Common Stock eligible for sale under the Plan shall be authorized but
unissued shares of Common Stock.
(b) If an option under Section 3.2 shall be terminated for any reason
without being exercised under Section 3.3, the unissued shares of Common Stock
which had been subject to such terminated option shall become available for the
grant of additional options under Section 3.2 and for issuance and sale under
the Plan.
7
<PAGE>
4.2 CAPITAL ADJUSTMENTS
-------------------
In the event of any change or adjustment in the outstanding shares of
Common Stock by reason of any stock dividend, stock split (or reverse stock
split), recapitalization, reclassification, reorganization, reincorporation,
combination or exchange of shares, merger, consolidation, liquidation or other
similar change in corporate structure or otherwise, the Committee, in its
discretion, may make or provide for a substitution for or adjustment in (i) the
number and class of shares or other securities that may be reserved for purchase
or purchased under the Plan, (ii) the number of shares covered by each option
which has not yet been exercised, (iii) the maximum number of shares that may be
purchased by a Participant with respect to any Option Period, (iv) the Option
Price, and (v) the aggregate number and class of shares that may be issued and
purchased under the Plan.
4.3 INSUFFICIENT SHARES
-------------------
Notwithstanding any provision of this Plan to the contrary, if the
aggregate funds available for the purchase of Common Stock on any Exercise Date
would cause an issuance of shares in excess of the number of shares of Common
Stock then available for issuance and sale under the Plan, then (i) the
Committee shall proportionately reduce the number of shares of Common Stock
which would otherwise be purchased by each Participant on such Exercise Date in
order to eliminate such excess, and (ii) the Plan shall automatically terminate
immediately after such Exercise Date. In such event, the Corporation shall give
written notice of such reduction to each Participant affected thereby.
4.4 CONFIRMATION
------------
Each purchase of Common Stock under the Plan by a Participant shall be
confirmed by the Corporation in writing to the Participant. A record of all
purchases under the Plan shall be maintained by appropriate entries on the books
of the Corporation. A Participant may obtain a certificate or certificates for
all or part of the shares of Common Stock purchased under the Plan by the
Participant by submitting a written request to the Human Resources Department.
4.5 RIGHTS AS STOCKHOLDERS
----------------------
The shares of Common Stock purchased by a Participant on any Exercise
Date shall, for all purposes, be deemed to have been issued, sold and
transferred to the Participant as of the close of business on such Exercise
Date. Prior to that time, none of the rights or privileges of a stockholder of
the Corporation shall exist with respect to such shares and the Participant
shall have no interest or voting rights in such shares.
8
<PAGE>
ARTICLE V
TERMINATION OF PARTICIPATION
5.1 VOLUNTARY WITHDRAWAL
--------------------
A Participant may withdraw from the Plan by filing with the Human
Resources Department a written notice of withdrawal at any time prior to the
close of business on an Exercise Date. Upon withdrawal, (i) the entire amount,
if any, in a Participant's Account shall be refunded to the Participant without
interest as soon as practicable after receipt of the Participant's notice of
withdrawal, (ii) the Participant's option under Section 3.2 for the Option
Period during which the Participant filed a notice of withdrawal automatically
shall be terminated, (iii) the Participant shall not purchase any shares of
Common Stock under Section 3.3 on the Exercise Date for such Option Period, (iv)
no further payroll deductions for the purchase of shares of Common Stock under
the Plan may be made by the Participant during such Option Period and (v) the
withdrawing Participant shall cease to be a Participant under the Plan. Any
Participant who withdraws from the Plan pursuant to this Section 5.1 may again
become a Participant in accordance with Section 2.1.
5.2 TERMINATION OF ELIGIBILITY
--------------------------
If a Participant ceases to be an Employee for any reason then, as of the
date such Participant ceases to be an Employee, (i) the entire amount, if any,
in the Participant's Account shall as soon as practicable be refunded without
interest to the Participant or, in the event of the Participant's death, to the
beneficiary designated by the Participant pursuant to Section 6.8, (ii) the
Participant's option under Section 3.2 for the Option Period during which the
Participant ceases to be eligible automatically shall be terminated, (iii) the
Participant shall not purchase any shares of Common Stock under Section 3.3 on
the Exercise Date for such Option Period, and (iv) no further payroll deductions
for the purchase of shares of Common Stock under the Plan may be made by the
Participant during such Option Period.
ARTICLE VI
GENERAL PROVISIONS
6.1 NOTICES
-------
Any notice which a Participant files pursuant to the Plan shall be made
on forms prescribed by the Committee and any such notice or other communications
by a Participant to the Corporation under or in connection with the Plan shall
be effective when received by the Corporation at the location or by the person
designated by the Corporation for receipt thereof.
9
<PAGE>
6.2 CONDITION OF EMPLOYMENT
-----------------------
The Plan does not constitute inducement or consideration for the
employment or service of any Employee, nor is it a contract between the
Corporation or any Affiliate and any Employee. Neither the Plan nor
participation in the Plan shall be deemed to create or give any Employee any
right to be retained in the service or continued employment of the Corporation
or any Affiliate or in any way to affect the right of the Corporation or an
Affiliate to terminate an Employee.
6.3 TERMINATION OR AMENDMENT OF THE PLAN
------------------------------------
(a) The Board of Directors may at any time, or from time to time, amend,
alter, suspend or terminate the Plan in any respect; provided, however, that no
amendment, alteration, suspension or termination of the Plan shall be made by
the Board without approval of (i) the Corporation's stockholders to the extent
stockholder approval is required by applicable law or regulations or the
requirements of the principal securities exchange upon which the Common Stock
then is listed or to maintain the Plan's qualification under Section 423 of the
Code, and (ii) each affected Participant if such amendment, alteration,
suspension or termination would adversely affect his or her rights or
obligations under any option granted prior to the date of such amendment,
alteration, suspension or termination. No options may be granted, no shares of
Common Stock may be issued and no payroll deductions may be made under the Plan
during any suspension or after any termination of the Plan. Any amendment,
alteration, suspension or termination of the Plan shall be made in accordance
with the applicable provisions of the Code and any regulations issued
thereunder, any other applicable law or regulations, and the requirements of the
principal securities exchange upon which the Common Stock then is listed.
(b) Notwithstanding Section 6.3(a), the Board shall have the power to
change the duration and/or frequency of Option Periods with respect to future
offerings without stockholder or Participant approval if such change is
announced at least fifteen (15) days prior to the scheduled beginning of the
first Option Period to be so effected.
6.4 USE OF FUNDS
------------
All funds received by the Corporation by reason of purchases of Common
Stock under the Plan may be used by the Corporation for any corporate purpose,
and the Corporation shall be under no obligation to segregate such funds.
10
<PAGE>
6.5 LEGAL RESTRICTIONS
------------------
(a) Notwithstanding any other provision of the Plan, the Corporation
shall not be obligated to issue or sell shares of Common Stock under the Plan
(i) unless the approval of all regulatory bodies deemed necessary by the
Committee has been obtained and unless the issuance, sale and delivery of such
shares pursuant to the Plan shall comply, to the Committee's complete
satisfaction, with all provisions of federal, state or local law deemed
applicable by the Committee and all rules and regulations thereunder, including,
without limitation, the Securities Act and the Exchange Act, and the
requirements of any securities exchange upon which the Common Stock may then be
listed, or (ii) if counsel to the Corporation determines that the issuance, sale
or delivery of such shares pursuant hereto would violate any applicable law or
regulation.
(b) All certificates for shares of Common Stock purchased pursuant to
the Plan may include any legend which the Committee deems appropriate to reflect
any restrictions on transfer of such shares and shall be subject to such stock
transfer orders and other restrictions as the Committee may deem advisable under
the rules, regulations and other requirements of the Securities and Exchange
Commission, any securities exchange upon which the Common Stock is listed, and
any applicable federal or state securities laws.
6.6 GOVERNING LAW
-------------
The Plan and all rights and obligations thereunder shall be governed,
construed, administered and enforced in accordance with the laws of the State of
Delaware and in accordance with Section 423 of the Code and the regulations
promulgated thereunder.
6.7 NOTICE OF DISPOSITION OF SHARES
-------------------------------
Each Participant shall agree in writing in the form prescribed by the
Committee to promptly give the Corporation notice of any disposition of shares
of Common Stock purchased under the Plan that occurs within two (2) years after
the date of grant of the option pursuant to which such shares were purchased.
6.8 DESIGNATION OF BENEFICIARY
--------------------------
A Participant may file with the Human Resources Department a written
designation of beneficiary who is to receive shares of Common Stock or cash in
the case of the Participant's death. Such designation of beneficiary may be
changed by the Participant in writing at any time. In the event of the absence
of a beneficiary validly designated under the Plan who is living at the time of
the Participant's death, the Participant's beneficiary for purposes of the Plan
shall be the Participant's surviving spouse or, if the Participant is not
survived by a spouse, the executor or administrator of the Participant's estate.
11
<PAGE>
6.9 INDEMNIFICATION OF COMMITTEE
----------------------------
In addition to such other rights of indemnification as they may have as
members of the Board or the Committee, the members of the Committee shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and reasonably incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any option granted or
exercised under the Plan, and against all amounts reasonably paid by them in
settlement thereof or paid by them in satisfaction of a judgment in any such
action, suit or proceeding, if such members acted in good faith and in a manner
which they believed to be in, and not opposed to, the best interests of the
Corporation.
6.10 REPORTS
-------
Individual accounts shall be maintained for each Participant. A
statement of account shall be given to each Participant as promptly as possible
following each Exercise Date, which statement shall set forth the amounts
credited to such Participant's Account, the Option Price per share for shares
purchased by such Participant on such Exercise Date, the number of shares of
Common Stock purchased on such Exercise Date and the remaining balance, if any,
in such Participant's Account.
6.11 MISCELLANEOUS
-------------
(a) The establishment of the Plan shall not confer upon any Employee any
legal or equitable right against the Corporation, any Affiliate or the
Committee, except as expressly provided in the Plan.
(b) Neither the adoption of the Plan nor its submission to or approval
by the stockholders of the Corporation shall be taken to impose any limitations
on the powers of the Corporation or its Affiliates to issue, grant, or assume
stock, securities, options, warrants, rights or restricted stock otherwise than
under this Plan, or to adopt other stock option, restricted stock or stock
purchase plans or to impose any requirement of stockholder approval upon the
same.
(c) The interests of any Employee under the Plan are not subject to the
claims of creditors and may not, in any way, be assigned, alienated or
encumbered except as provided herein.
(d) No interest shall accrue on any amounts credited to the Accounts of
Participants under the Plan.
12
<PAGE>
EXHIBIT 5
[ARNOLD & PORTER LETTERHEAD]
April 2, 1998
Board of Directors
Software AG Systems, Inc.
11190 Sunrise Valley Drive
Reston, VA 20191
Re: Registration Statement on Form S-8
File No. 333-
Gentlemen:
We have acted as special counsel to Software AG Systems, Inc., a
Delaware corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") relating to
the Company's Employee Stock Purchase Plan (the "Plan") filed by the Company
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "1933 Act"), covering 1,500,000 shares (the "Shares") of
common stock, $.01 par value per share, issuable pursuant to the Plan. This
opinion is furnished to you at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. (S) 229.601(b)(5),
in connection with the Registration Statement.
For purposes of this opinion, we have examined such corporate records of
the Company, including the Company's Second Amended and Restated Certificate of
Incorporation, its Second Amended and Restated Bylaws, and resolutions of the
Company's Board of Directors, and such other documents as we deem necessary for
rendering the opinion hereinafter expressed.
This opinion is subject to the following qualifications, which are in
addition to any other qualifications contained herein:
A. We have assumed without verification the genuineness of all
signatures on all documents, the legal capacity of all natural persons, the
authority of the parties (other than the Company) executing such documents, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents and the conformity to authentic original documents of all
documents submitted to us as copies (including telecopies). We also have assumed
the accuracy, completeness and authenticity of statements of fact on which we
are relying and have made no independent investigations thereof.
<PAGE>
B. We have assumed without verification that, with respect to the
minutes of any meetings of the Company's Board of Directors or any committees
thereof that we have examined, due notice of the meetings was given or duly
waived, the minutes accurately and completely reflect all actions taken at the
meetings and a quorum was present and acting throughout the meetings.
C. We have assumed without verification the accuracy and completeness
of all corporate records made available to us by the Company.
D. This opinion is based on existing laws, ordinances, rules,
regulations, court and administrative decisions as they presently have been
interpreted and we can give no assurances that our opinion would not be
different after any change in any of the foregoing occurring after the date
hereof.
This opinion is based as to matters of law solely on the General
Corporation Law of the State of Delaware. As to matters governed by such law, we
have relied exclusively on the latest standard compilation of such statute as
reproduced in commonly accepted unofficial publications available to us.
Based upon, subject to and limited by the foregoing, we are of the
opinion that, after the Plan is duly approved by the stockholders of the
Company, the Shares, when issued and delivered in the manner and on the terms
described in the Plan, will be validly issued, fully paid and nonassessable
under the General Corporation Law of the State of Delaware.
This letter does not address any matters other than those expressly
addressed herein. This letter is given for your sole benefit and use. No one
else is entitled to rely hereupon. This letter speaks only as of the date
hereof. We assume no obligation to update or supplement it after such date or to
advise you of any changes in the foregoing subsequent to the delivery of this
opinion.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not hereby admit that we
are an "expert" within the meaning of the 1933 Act.
Sincerely yours,
/s/ Arnold & Porter
Arnold & Porter
2
<PAGE>
EXHIBIT 23.2
ACCOUNTANTS' CONSENT
We consent to the use of our report incorporated herein by reference,
which report is included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, as filed by the Company with the Commission
on March 30, 1998.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Washington, D.C.
April 1, 1998
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Software AG Systems, Inc., a corporation organized under the laws of
the state of Delaware (the "Corporation"), hereby constitutes and appoints
Daniel F. Gillis, Harry K. McCreery, James H. Daly, Robert B. Ott and Joseph
Turitz, and each of them (with full power to each of them to act alone), his
true and lawful attorneys-in-fact and agents for him and on his behalf and in
his name, place and stead, in all cases with full power of substitution and
resubstitution, in any and all capacities, to sign, execute and affix his seal
to and file with the Securities and Exchange Commission (or any other
governmental or regulatory authority) a Registration Statement on Form S-8 or
any other appropriate form and all amendments or supplements (including any
post-effective amendments) thereto with all exhibits and any and all documents
required to be filed with respect thereto, relating to the registration under
the Securities Act of 1933, as amended, of shares of the Corporation's common
stock, par value $.01 per share, and grants to each of them full power and
authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully and to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand and seal, as of the date specified.
DATED: 3/30/98 /s/ Daniel F. Gillis
--------- --------------------------------
Signature
Daniel F. Gillis
--------------------------------
Name
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Software AG Systems, Inc., a corporation organized under the laws of
the state of Delaware (the "Corporation"), hereby constitutes and appoints
Daniel F. Gillis, Harry K. McCreery, James H. Daly, Robert B. Ott and Joseph
Turitz, and each of them (with full power to each of them to act alone), his
true and lawful attorneys-in-fact and agents for him and on his behalf and in
his name, place and stead, in all cases with full power of substitution and
resubstitution, in any and all capacities, to sign, execute and affix his seal
to and file with the Securities and Exchange Commission (or any other
governmental or regulatory authority) a Registration Statement on Form S-8 or
any other appropriate form and all amendments or supplements (including any
post-effective amendments) thereto with all exhibits and any and all documents
required to be filed with respect thereto, relating to the registration under
the Securities Act of 1933, as amended, of shares of the Corporation's common
stock, par value $.01 per share, and grants to each of them full power and
authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully and to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand and seal, as of the date specified.
DATED: 3/26/98 /s/ Carl J. Rickertsen
--------- --------------------------------
Signature
Carl J. Rickertsen
--------------------------------
Name
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Software AG Systems, Inc., a corporation organized under the laws of
the state of Delaware (the "Corporation"), hereby constitutes and appoints
Daniel F. Gillis, Harry K. McCreery, James H. Daly, Robert B. Ott and Joseph
Turitz, and each of them (with full power to each of them to act alone), his
true and lawful attorneys-in-fact and agents for him and on his behalf and in
his name, place and stead, in all cases with full power of substitution and
resubstitution, in any and all capacities, to sign, execute and affix his seal
to and file with the Securities and Exchange Commission (or any other
governmental or regulatory authority) a Registration Statement on Form S-8 or
any other appropriate form and all amendments or supplements (including any
post-effective amendments) thereto with all exhibits and any and all documents
required to be filed with respect thereto, relating to the registration under
the Securities Act of 1933, as amended, of shares of the Corporation's common
stock, par value $.01 per share, and grants to each of them full power and
authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully and to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand and seal, as of the date specified.
DATED: 4/1/98 /s/ Dr. Erwin Koenigs
-------- --------------------------------
Signature
Dr. Erwin Koenigs
--------------------------------
Name
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Software AG Systems, Inc., a corporation organized under the laws of
the state of Delaware (the "Corporation"), hereby constitutes and appoints
Daniel F. Gillis, Harry K. McCreery, James H. Daly, Robert B. Ott and Joseph
Turitz, and each of them (with full power to each of them to act alone), his
true and lawful attorneys-in-fact and agents for him and on his behalf and in
his name, place and stead, in all cases with full power of substitution and
resubstitution, in any and all capacities, to sign, execute and affix his seal
to and file with the Securities and Exchange Commission (or any other
governmental or regulatory authority) a Registration Statement on Form S-8 or
any other appropriate form and all amendments or supplements (including any
post-effective amendments) thereto with all exhibits and any and all documents
required to be filed with respect thereto, relating to the registration under
the Securities Act of 1933, as amended, of shares of the Corporation's common
stock, par value $.01 per share, and grants to each of them full power and
authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully and to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand and seal, as of the date specified.
DATED: 3/26/98 /s/ Paul G. Stern
--------- --------------------------------
Signature
Paul G. Stern
--------------------------------
Name
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Software AG Systems, Inc., a corporation organized under the laws of
the state of Delaware (the "Corporation"), hereby constitutes and appoints
Daniel F. Gillis, Harry K. McCreery, James H. Daly, Robert B. Ott and Joseph
Turitz, and each of them (with full power to each of them to act alone), his
true and lawful attorneys-in-fact and agents for him and on his behalf and in
his name, place and stead, in all cases with full power of substitution and
resubstitution, in any and all capacities, to sign, execute and affix his seal
to and file with the Securities and Exchange Commission (or any other
governmental or regulatory authority) a Registration Statement on Form S-8 or
any other appropriate form and all amendments or supplements (including any
post-effective amendments) thereto with all exhibits and any and all documents
required to be filed with respect thereto, relating to the registration under
the Securities Act of 1933, as amended, of shares of the Corporation's common
stock, par value $.01 per share, and grants to each of them full power and
authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully and to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand and seal, as of the date specified.
DATED: 3/31/98 /s/ Edward E. Lucente
--------- --------------------------------
Signature
Edward E. Lucente
--------------------------------
Name
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of Software AG Systems, Inc., a corporation organized under the laws of
the state of Delaware (the "Corporation"), hereby constitutes and appoints
Daniel F. Gillis, Harry K. McCreery, James H. Daly, Robert B. Ott and Joseph
Turitz, and each of them (with full power to each of them to act alone), his
true and lawful attorneys-in-fact and agents for him and on his behalf and in
his name, place and stead, in all cases with full power of substitution and
resubstitution, in any and all capacities, to sign, execute and affix his seal
to and file with the Securities and Exchange Commission (or any other
governmental or regulatory authority) a Registration Statement on Form S-8 or
any other appropriate form and all amendments or supplements (including any
post-effective amendments) thereto with all exhibits and any and all documents
required to be filed with respect thereto, relating to the registration under
the Securities Act of 1933, as amended, of shares of the Corporation's common
stock, par value $.01 per share, and grants to each of them full power and
authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully and to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has hereunto
set his hand and seal, as of the date specified.
DATED: 3/31/98 /s/ Dr. Philip S. Dauber
--------- --------------------------------
Signature
Dr. Philip S. Dauber
--------------------------------
Name
