<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Software AG Systems, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
834025 10 8
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(CUSIP Number)
Robert B. Ott, Esq.
Arnold & Porter
555 Twelfth Street, N.W.
Washington, DC 20004-1202
(202) 942-5008
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
May 22, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
<PAGE>
CUSIP No. 834025108 13D Page 2 of 12
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1) Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Thayer Equity Investors III, L.P.
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2) Check the Appropriate Box if a Member of a Group:
(a) [ x ]
(b) [ ]
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3) SEC Use only
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4) Source of Funds: 00
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5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): [ ].
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6) Citizenship or Place of Organization: Delaware
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Number of Shares Beneficially owned by Each Reporting Person with:
7) Sole voting Power: 11,551,559
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8) Shared Voting Power - 0 -
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9) Sole Dispositive Power: 11,551,559
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10) Shared Dispositive Power: - 0 -
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11) Aggregate Amount Beneficially
owned by Each Reporting Person: 11,551,559
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
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13) Percent of Class Represented by Amount in Row (11): 38.5%
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14) Type of Reporting Person: PN
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<PAGE>
CUSIP No. 834025108 13D Page 3 of 12
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1) Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
TC Equity Partners, L.L.C.
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2) Check the Appropriate Box if a Member of a Group:
(a) [ x ]
(b) [ ]
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3) SEC Use only
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4) Source of Funds: 00
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5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e): [ ].
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6) Citizenship or Place of Organization: Delaware
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Number of Shares Beneficially Owned by Each Reporting Person with:
7) Sole Voting Power: 11,551,559
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8) Shared Voting Power: - 0 -
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9) Sole Dispositive Power: 11,551,559
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10) Shared Dispositive Power: - 0 -
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11) Aggregate Amount Beneficially
owned by Each Reporting Person: 11,551,559
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
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13) Percent of Class Represented by Amount in Row (11): 38.5%
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14) Type of Reporting Person: 00
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<PAGE>
CUSIP No. 834025108 13D Page 4 of 12
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1) Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
TC Co-Investors, LLC
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2) Check the Appropriate Box if a Member of a Group:
(a) [ x ]
(b) [ ]
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3) SEC Use only
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4) Source of Funds: 00
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5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e): [ ]
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6) Citizenship or Place of organization: Delaware
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Number of Shares Beneficially Owned by Each Reporting Person with:
7) Sole Voting Power: 62,716
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8) Shared Voting Power: - 0 -
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9) Sole Dispositive Power: 62,716
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10) Shared Dispositive Power: - 0 -
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11) Aggregate Amount Beneficially
owned by Each Reporting Person: 62,716
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12) Check if the Aggregate Amount in Row (11) Excludes certain Shares: [ ]
- - --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 0.2%
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14) Type of Reporting Person: 00
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<PAGE>
CUSIP No. 834025108 13D Page 5 of 12
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1) Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
TC Management Partners, L.L.C.
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2) Check the Appropriate BOX if a Member of a Group:
(a) [ x ]
(b) [ ]
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3) SEC Use only
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4) Source of Funds: 00
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5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e): [ ]
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6) Citizenship or Place of organization: Delaware
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Number of Shares Beneficially owned by Each Reporting Person with:
7) Sole Voting Power: 62,716
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8) Shared Voting Power: - 0 -
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9) Sole Dispositive Power: 62,716
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10) Shared Dispositive Power: - 0 -
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11) Aggregate Amount Beneficially
owned by Each Reporting Person: 62,716
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
- - --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 0.2%
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14) Type of Reporting Person: 00
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<PAGE>
CUSIP No. 834025108 13D Page 6 of 12
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1) Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Carl J. Rickertsen
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2) Check the Appropriate Box if a Member of a Group:
(a) [ x ]
(b) [ ]
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3) SEC Use only
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4) Source of Funds: PF, 00
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5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e): [ ]
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6) Citizenship or Place of organization: U.S.
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Number of Shares Beneficially Owned by Each Reporting Person with:
7) Sole Voting Power: 8,000
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8) Shared Voting Power 11,614,275
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9) Sole Dispositive Power: 8,000
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10) Shared Dispositive Power: 11,614,275
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11) Aggregate Amount Beneficially
owned by Each Reporting Person: 11,622,275
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
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13) Percent of Class Represented by Amount in Row (11): 38.8%
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14) Type of Reporting Person: IN
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<PAGE>
CUSIP No. 834025108 13D Page 7 of 12
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1) Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Paul G. Stern
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2) Check the Appropriate Box if a Member of a Group:
(a) [ x ]
(b) [ ]
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3) SEC Use only
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4) Source of Funds: 00
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5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e): [ ].
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6) Citizenship or Place of Organization: U.S.
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Number of Shares Beneficially Owned by Each Reporting Person with:
7) Sole Voting Power: - 0 -
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8) Shared Voting Power: 11,614,275
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9) Sole Dispositive Power: - 0 -
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10) Shared Dispositive Power: 11,614,275
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11) Aggregate Amount Beneficially
owned by Each Reporting Person: 11,614,275
- - --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
- - --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 38.7%
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14) Type of Reporting Person: IN
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<PAGE>
CUSIP No. 834025108 13D Page 8 of 12
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1) Name of Reporting Person
I.R.S. Identification No. of Above Person (entities only)
Frederic V. Malek
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2) Check the Appropriate Box if a Member of a Group:
(a) [ x ]
(b) [ ]
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3) SEC Use only
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4) Source of Funds: 00
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5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e): [ ]
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6) Citizenship or Place of organization: U.S.
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Number of Shares Beneficially owned by Each Reporting Person with:
7) Sole Voting Power: - 0 -
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8) Shared Voting Power: 11,614,275
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9) Sole Dispositive Power: - 0 -
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10) Shared Dispositive Power: 11,614,275
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11) Aggregate Amount Beneficially
owned by Each Reporting Person: 11,614,275
- - --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares: [ ]
- - --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11): 38.7%
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14) Type of Reporting Person: IN
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<PAGE>
CUSIP No. 834025108 13D Page 9 of 12
AMENDMENT NO. 1 TO SCHEDULE 13D
-------------------------------
The Schedule 13D, dated December 2, 1997, of Thayer Equity Investors III,
L.P., TC Equity Partners, L.L.C., TC Co-Investors, LLC, TC Management Partners,
L.L.C., Carl J. Rickertsen, Paul G. Stern and Frederic V. Malek (collectively,
the "Reporting Persons") is hereby amended as set forth below. Capitalized
terms used herein without definition have the meanings set forth in the Schedule
13D. This Amendment No. 1 to Schedule 13D should be read in conjunction with,
and is qualified in its entirety by reference to, the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Item 4 of the Schedule 13D is revised and amended and is restated as
set forth below:
Except for the 62,716 Shares held of record by TC Co-Investors and the
8,000 Shares acquired by Mr. Rickertsen on November 18, 1997, all of the
Reporting Persons acquired their Shares in connection with the Recapitalization
for purposes of exerting a controlling influence over the Issuer. TC Co-
Investors acquired its Shares for investment purposes. Mr. Rickertsen acquired
8,000 Shares on November 18, 1997 in the IPO for investment purposes. Mr.
Rickertsen and Dr. Stern currently serve as directors of the Issuer.
Except as set forth herein, none of the Reporting Persons has any
present plans, proposals or intentions that relate to or would result in any of
the following actions: (a) the acquisition or disposition of securities of the
Issuer; (b) any extraordinary corporate transactions involving the Issuer or any
of its subsidiaries, such as a merger, reorganization or liquidation; (c)
selling or transferring a material amount of assets of the Issuer or any of its
subsidiaries; (d) merging or consolidating the Issuer or any of its subsidiaries
with any person; (e) changing the current board of directors or management of
the Issuer (including changing the number or terms of directors of the Issuer);
(f) materially changing the Issuer's capitalization, dividend policy, business
or corporate structure; (g) making any change in the Issuer's charter or bylaws;
(h) taking any other action which might impede the acquisition of control of the
Issuer by any person; (i) causing the Shares to be delisted from the New York
Stock Exchange; (j) causing any class of the Issuer's equity securities to
become eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934 or (k) taking any action similar to any of
those enumerated above.
In their capacity as controlling persons with respect to the Issuer,
the Reporting Persons (other than TC Co-Investors and TC Management) may pursue
such or similar actions in the future. The Reporting Persons reserve the right
to purchase additional Shares or dispose of Shares, pursuant to the terms of the
Registration Rights Agreement (as hereinafter defined) or otherwise, from time
to time as conditions appear advantageous for doing so. No specific
transactions are currently planned.
<PAGE>
CUSIP No. 834025108 13D Page 10 of 12
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
-------------------------------------
Item 5 of the Schedule 13D is revised and amended and is restated as
set forth below:
(a)-(b) The aggregate number and percentage of outstanding Shares
beneficially owned by each of the Reporting Persons are set forth below. Except
as otherwise indicated, each Reporting Person has the sole power to vote and to
dispose of the Shares listed opposite his or its name.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF OUTSTANDING SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OWNED*
- - ---------------------------- ------------------ -----------------------------
<S> <C> <C>
Thayer Equity
Investors III, L.P. 11,551,559 38.5%
TC Equity
Partners, L.L.C./1/ 11,551,559 38.5%
TC Co-Investors, L.L.C. 62,716 0.2%
TC Management
Partners, L.L.C./2/ 62,716 0.2%
Carl J. Rickertsen/3 4/ 11,622,275 38.8%
Paul G. Stern/3/ 11,614,275 38.7%
Frederic V. Malek/3/ 11,614,275 38.7%
Reporting Persons
as a Group 11,622,275 38.8%
</TABLE>
* Based upon the 29,593,943 Shares outstanding as of May 18, 1998 and the
issuance of 386,062 Shares offered by certain stockholders of the Company in the
Secondary Offering pursuant to the exercise by such stockholders of outstanding
stock options on May 21, 1998.
/1/ TC Equity is the sole general partner of Thayer and beneficially owns, and
has sole voting and investment power with respect to, the Shares held of record
by Thayer.
/2/ TC Management is the managing member of TC Co-Investors and beneficially
owns, and has sole voting and investment power with respect to, the Shares held
of record by TC Co-Investors.
/3/ Includes 11,551,559 Shares held of record by Thayer and 62,716 Shares held
of record by TC Co-Investors. Messrs. Malek and Rickertsen and Dr. Stern are the
members of TC Management and the principal members of TC Equity and may be
deemed to be the beneficial owners of, and to have shared voting and investment
power with respect to, the Shares held of record by each of Thayer and TC Co-
Investors.
/4/ Consists of (i) 8,000 Shares held of record by Mr. Rickertsen, with respect
to which Mr. Rickertsen has sole voting and investment power and (ii) 11,551,559
Shares held of record by Thayer and 62,716 Shares held of record by TC Co-
Investors, with respect to which Mr. Rickertsen has shared voting and investment
power.
<PAGE>
CUSIP No. 834025108 13D Page 11 of 12
(c) On May 28, 1998, Thayer and TC Co-Investors sold 5,000,000 and
27,150 Shares respectively in an underwritten secondary public offering of the
Issuer's common stock at a net price of $23.04 per share (the "Secondary
Offering"). Except for the Secondary Offering, the Reporting Persons did not
effect any transactions in the Shares during the past sixty days.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
---------------------------------------------------------------------
TO SECURITIES OF THE ISSUER
---------------------------
Item 6 is hereby amended by adding the following paragraphs:
In connection with the Secondary Offering, each of Thayer, TC Co-
Investors, Mr. Rickertsen and Dr. Stern (collectively, the "Lock Up Parties")
entered into a lock-up agreement in favor of BancAmerica Robertsen Stephens,
Donaldson, Lufkin & Jenrette Securities Corporation, Smith Barney Inc. and
EVEREN Securities, Inc., the representatives of the underwriters for the
Secondary Offering (the 'Representatives'), each of which provides that the Lock
Up Party may not sell or otherwise dispose of any Shares until August 20, 1998
without the prior written consent of the Representatives. Copies of the lock-up
agreements are attached hereto as Exhibit A and are incorporated herein by
reference.
The sale by Thayer and TC Co-Investors of Shares in the Secondary
Offering was made pursuant to their respective rights under the Registration
Rights Agreement dated as of September 26, 1997, by and between Thayer and the
Issuer (the "Registration Rights Agreement"). In connection with the Secondary
Offering, Thayer and TC-Co Investors also have granted to the underwriters of
the Secondary Offering an option, exercisable no later than June 21, 1998, to
purchase an aggregate of up to 814,606 and 4,425 Shares from Thayer and TC Co-
Investors respectively at a net price of $23.04 per share (together, the "Over-
allotment Option").
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
Exhibit A Lock-Up Agreements of the Lock Up Parties.
Exhibit B Form of Underwriting Agreement (incorporated herein by
reference to Exhibit 1 of the Issuer's Registration
Statement on Form S-1 (File No. 333-50645) filed on
April 21, 1998).
<PAGE>
CUSIP No. 834025108 13D Page 12 of 12
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of each of the undersigned, each of the undersigned certificates that the
information set forth in this statement is true, complete and correct.
Dated. June 17, 1998
THAYER EQUITY INVESTORS, III, L.P. TC CO-INVESTORS, LLC
By: TC Equity Partners, L.L.C. By: TC Management Partners, L.L.C.
its General Partner its Managing Member
By: /s/ Carl J. Rickertsen By: /s/ Carl J. Rickertsen
-------------------------- ----------------------------
Carl J. Rickertsen Carl J. Rickertsen
Member Member
TC EQUITY PARTNERS, L.L.C. TC MANAGEMENT PARTNERS, L.L.C.
By: /s/ Carl J. Rickertsen By: /s/ Carl J. Rickertsen
-------------------------- ----------------------------
Carl J. Rickertsen Carl J. Rickertsen
Member Member
By: /s/ Carl J. Rickertsen By: *
-------------------------- ----------------------------
Carl J. Rickertsen Paul G. Stern
By: *
--------------------------
Frederic V. Malek
By: /s/ Carl J. Rickertsen
--------------------------------
Carl J. Rickertsen
Attorney-in-fact
<PAGE>
EXHIBIT A
BancAmerica Robertson Stephens
Donaldson, Lufkin & Jenrette Securities Corporation
Smith Barney Inc.
EVEREN Securities, Inc.
As Representatives of the several Underwriters
Named in Schedule A to the Underwriting Agreement
c/o BancAmerica Robertson Stephens
555 California Street, Suite 2600
San Francisco, California 94104
Daniel F. Gillis
Software AG Systems, Inc.
11190 Sunrise Valley Drive
Reston, Virginia 20191-5424
Re: Restrictions on Sales of Common Stock
-------------------------------------
Ladies and Gentlemen:
Certain of the stockholders of Software AG Systems, Inc., a Delaware
corporation (the "Company") propose to sell 5,460,212 shares (the "Shares") of
Common Stock, $.01 par value per share (the "Common Shares") of the Company, in
a public offering (the "Public Offering") underwritten by BancAmerica Robertson
Stephens, Donaldson, Lufkin & Jenrette Securities Corporation, Smith Barney Inc.
and EVEREN Securities, Inc. (the "Representatives") and several other
underwriters (the Representatives and several other underwriters are
collectively referred to as the "Underwriters").
The Underwriters have indicated that the prospect of sales of shares of
Common Stock by certain existing stockholders prior to three months after the
Public Offering would be detrimental to their underwriting effort. They have
requested that the undersigned agree not to sell any shares of Common Stock for
a period ending 90 days after the effective date of the Registration Statement
on Form S-1 (the "Registration Statement") filed by the Company relating to the
Shares.
The undersigned recognizes that the undersigned's shares of Common Stock
are, or may be, subject to certain restrictions on transferability, including
those imposed by the securities laws of the United States of America or other
jurisdictions. Notwithstanding these restrictions, the undersigned has agreed to
enter into this letter agreement to further assure the Underwriters that the
undersigned's shares of Common Stock, now held or hereafter acquired, will not
enter the public market at a time that might impair the underwriting effort.
The undersigned, therefore, hereby acknowledges and agrees that the
undersigned will not, directly or indirectly, without the prior written consent
of BancAmerica Robertson Stephens, offer, sell, contract to sell, grant any
option to
<PAGE>
BancAmerica Robertson Stephens
Donaldson, Lufkin & Jenrette Securities Corporation
Smith Barney Inc.
EVEREN Securities, Inc.
Page 2
purchase, pledge or otherwise dispose of or transfer (collectively, a
"Disposition") any shares of Common Stock or any securities convertible into or
exchangeable for, or any rights to purchase or acquire, shares of Common Stock
held by the undersigned, acquired by the undersigned during the Lock-up Period
(as hereinafter defined) or which may be deemed to be beneficially owned by the
undersigned pursuant to the Rules and Regulations promulgated under the
Securities Exchange Act of 1934, as amended (the "Lock-up Shares"), other than
pursuant to the underwriting agreement to which the Underwriters are parties and
which is described in the definitive Prospectus prepared in connection with the
Public Offering (the "Underwriting Agreement"), for a period commencing on the
date hereof and ending 90 days after the effective date of the Registration
statement (the "Lock-up Period"). The foregoing restriction is expressly agreed
to preclude the holder of Lock-up Shares from engaging in any hedging or other
transaction which is designed to or reasonably expected to lead to or results in
a Disposition of Lock-up Shares during the Lock-up Period, even if such Lock-up
Shares would be disposed of by someone other than such holder. Such prohibited
hedging or other transactions would include, without limitation, any short sale
(whether or not against the box) or any purchase, sale or grant of any right
(including, without limitation, any put or call option) with respect to any
Lock-up Shares or with respect to any security (other than a broad-based market
basket or index) that includes, relates to or derives any significant part of
its value from the Lock-up Shares.
Notwithstanding the foregoing, the undersigned may transfer any or all
of the Lock-up Shares (i) as a bona fide gift or gifts or (ii) as a distribution
to limited partners or shareholders of such person; provided the transferee or
transferees thereof agree(s) in writing as a condition precedent to such
transfer to be bound by the terms hereof. The transferor shall notify
BancAmerica Robertson Stephens in writing prior to the transfer, and there shall
be no further transfer of such Lock-up Shares except in accordance with this
letter agreement. Moreover, notwithstanding any other provision of this letter
agreement, the undersigned may exercise during the Lock-up Period any option to
purchase shares of Common Stock, provided, however, that any shares so acquired
-------- -------
shall constitute Lock-Up Shares for the purposes of this letter agreement .
It is understood that if the Underwriting Agreement does not become
effective, or if the Underwriting Agreement (other than the provisions thereof
which survive termination) shall terminate or be terminated prior to payment for
and delivery of the
<PAGE>
BancAmerica Robertson Stephens
Donaldson, Lufkin & Jenrette Securities Corporation
Smith Barney Inc.
EVEREN Securities, Inc.
Page 3
Shares, the undersigned will be automatically released from its obligations
under this letter agreement.
The undersigned further agrees to permit all certificates evidencing the
Lock-up Shares to be stamped with an appropriate restrictive legend, and will
cause the transfer agent for the Company to note such restriction on the
transfer books and records of the Company.
The undersigned recognizes that you are relying on the representations and
agreements of the undersigned contained herein in entering into underwriting
arrangements with respect to the Public Offering contemplated by the
Registration Statement.
Very truly yours,
/s/ Carl J. Rickertsen
----------------------------------
Signature of Securityholder
----------------------------------
Signature of Co-Securityholder,
if applicable
Carl J. Rickertsen, Member
for TC Equity Partners, LLC
as General Partner of
Thayer Equity Investors III, L.P.
----------------------------------
Securityholder (please print)
----------------------------------
Co-Securityholder (please print)
<PAGE>
BancAmerica Robertson Stephens
Donaldson, Lufkin & Jenrette Securities Corporation
Smith Barney Inc.
EVEREN Securities, Inc.
As Representatives of the several Underwriters
Named in Schedule A to the Underwriting Agreement
c/o BancAmerica Robertson Stephens
555 California Street, Suite 2600
San Francisco, California 94104
Daniel F. Gillis
Software AG Systems, Inc.
11190 Sunrise Valley Drive
Reston, Virginia 20191-5424
Re: Restrictions on Sales of Common Stock
-------------------------------------
Ladies and Gentlemen:
Certain of the stockholders of Software AG Systems, Inc., a Delaware
corporation (the "Company") propose to sell 5,460,212 shares (the "Shares") of
Common Stock, $.01 par value per share (the "Common Shares") of the Company, in
a public offering (the "Public Offering") underwritten by BancAmerica Robertson
Stephens, Donaldson, Lufkin & Jenrette Securities Corporation, Smith Barney Inc.
and EVEREN Securities, Inc. (the "Representatives") and several other
underwriters (the Representatives and several other underwriters are
collectively referred to as the "Underwriters").
The Underwriters have indicated that the prospect of sales of shares of
Common Stock by certain existing stockholders prior to three months after the
Public Offering would be detrimental to their underwriting effort. They have
requested that the undersigned agree not to sell any shares of Common Stock for
a period ending 90 days after the effective date of the Registration Statement
on Form S-1 (the "Registration Statement") filed by the Company relating to the
Shares.
The undersigned recognizes that the undersigned's shares of Common Stock
are, or may be, subject to certain restrictions on transferability, including
those imposed by the securities laws of the United States of America or other
jurisdictions. Notwithstanding these restrictions, the undersigned has agreed to
enter into this letter agreement to further assure the Underwriters that the
undersigned's shares of Common Stock, now held or hereafter acquired, will not
enter the public market at a time that might impair the underwriting effort.
The undersigned, therefore, hereby acknowledges and agrees that the
undersigned will not, directly or indirectly, without the prior written consent
of BancAmerica Robertson Stephens, offer, sell, contract to sell, grant any
option to
<PAGE>
BancAmerica Robertson Stephens
Donaldson, Lufkin & Jenrette Securities Corporation
Smith Barney Inc.
EVEREN Securities, Inc.
Page 2
purchase, pledge or otherwise dispose of or transfer (collectively, a
"Disposition") any shares of Common Stock or any securities convertible into or
exchangeable for, or any rights to purchase or acquire, shares of Common Stock
held by the undersigned, acquired by the undersigned during the Lock-up Period
(as hereinafter defined) or which may be deemed to be beneficially owned by the
undersigned pursuant to the Rules and Regulations promulgated under the
Securities Exchange Act of 1934, as amended (the "Lock-up Shares"), other than
pursuant to the underwriting agreement to which the Underwriters are parties and
which is described in the definitive Prospectus prepared in connection with the
Public Offering (the "Underwriting Agreement"), for a period commencing on the
date hereof and ending 90 days after the effective date of the Registration
statement (the "Lock-up Period"). The foregoing restriction is expressly agreed
to preclude the holder of Lock-up Shares from engaging in any hedging or other
transaction which is designed to or reasonably expected to lead to or results in
a Disposition of Lock-up Shares during the Lock-up Period, even if such Lock-up
Shares would be disposed of by someone other than such holder. Such prohibited
hedging or other transactions would include, without limitation, any short sale
(whether or not against the box) or any purchase, sale or grant of any right
(including, without limitation, any put or call option) with respect to any
Lock-up Shares or with respect to any security (other than a broad-based market
basket or index) that includes, relates to or derives any significant part of
its value from the Lock-up Shares.
Notwithstanding the foregoing, the undersigned may transfer any or all
of the Lock-up Shares (i) as a bona fide gift or gifts or (ii) as a distribution
to limited partners or shareholders of such person; provided the transferee or
transferees thereof agree(s) in writing as a condition precedent to such
transfer to be bound by the terms hereof. The transferor shall notify
BancAmerica Robertson Stephens in writing prior to the transfer, and there shall
be no further transfer of such Lock-up Shares except in accordance with this
letter agreement. Moreover, notwithstanding any other provision of this letter
agreement, the undersigned may exercise during the Lock-up Period any option to
purchase shares of Common Stock, provided, however, that any shares so acquired
-------- -------
shall constitute Lock-Up Shares for the purposes of this letter agreement .
It is understood that if the Underwriting Agreement does not become
effective, or if the Underwriting Agreement (other than the provisions thereof
which survive termination) shall terminate or be terminated prior to payment for
and delivery of the
<PAGE>
BancAmerica Robertson Stephens
Donaldson, Lufkin & Jenrette Securities Corporation
Smith Barney Inc.
EVEREN Securities, Inc.
Page 3
Shares, the undersigned will be automatically released from its obligations
under this letter agreement.
The undersigned further agrees to permit all certificates evidencing the
Lock-up Shares to be stamped with an appropriate restrictive legend, and will
cause the transfer agent for the Company to note such restriction on the
transfer books and records of the Company.
The undersigned recognizes that you are relying on the representations and
agreements of the undersigned contained herein in entering into underwriting
arrangements with respect to the Public Offering contemplated by the
Registration Statement.
Very truly yours,
/s/ Carl J. Rickertsen
--------------------------------
Signature of Securityholder
--------------------------------
Signature of Co-Securityholder,
if applicable
Carl J. Rickertsen, Member
for TC Management Partners, LLC
as Managing Member of
TC Co-Investors, LLC.
--------------------------------
Securityholder (please print)
--------------------------------
Co-Securityholder (please print)
<PAGE>
BancAmerica Robertson Stephens
Donaldson, Lufkin & Jenrette Securities Corporation
Smith Barney Inc.
EVEREN Securities, Inc.
As Representatives of the several Underwriters
Named in Schedule A to the Underwriting Agreement
c/o BancAmerica Robertson Stephens
555 California Street, Suite 2600
San Francisco, California 94104
Daniel F. Gillis
Software AG Systems, Inc.
11190 Sunrise Valley Drive
Reston, Virginia 20191-5424
Re: Restrictions on Sales of Common Stock
-------------------------------------
Ladies and Gentlemen:
Certain of the stockholders of Software AG Systems, Inc., a Delaware
corporation (the "Company") propose to sell 5,460,212 shares (the "Shares") of
Common Stock, $.01 par value per share (the "Common Shares") of the Company, in
a public offering (the "Public Offering") underwritten by BancAmerica Robertson
Stephens, Donaldson, Lufkin & Jenrette Securities Corporation, Smith Barney Inc.
and EVEREN Securities, Inc. (the "Representatives") and several other
underwriters (the Representatives and several other underwriters are
collectively referred to as the "Underwriters").
The Underwriters have indicated that the prospect of sales of shares of
Common Stock by certain existing stockholders prior to three months after the
Public Offering would be detrimental to their underwriting effort. They have
requested that the undersigned agree not to sell any shares of Common Stock for
a period ending 90 days after the effective date of the Registration Statement
on Form S-1 (the "Registration Statement") filed by the Company relating to the
Shares.
The undersigned recognizes that the undersigned's shares of Common Stock
are, or may be, subject to certain restrictions on transferability, including
those imposed by the securities laws of the United States of America or other
jurisdictions. Notwithstanding these restrictions, the undersigned has agreed to
enter into this letter agreement to further assure the Underwriters that the
undersigned's shares of Common Stock, now held or hereafter acquired, will not
enter the public market at a time that might impair the underwriting effort.
The undersigned, therefore, hereby acknowledges and agrees that the
undersigned will not, directly or indirectly, without the prior written consent
of BancAmerica Robertson Stephens, offer, sell, contract to sell, grant any
option to
<PAGE>
BancAmerica Robertson Stephens
Donaldson, Lufkin & Jenrette Securities Corporation
Smith Barney Inc.
EVEREN Securities, Inc.
Page 2
purchase, pledge or otherwise dispose of or transfer (collectively, a
"Disposition") any shares of Common Stock or any securities convertible into or
exchangeable for, or any rights to purchase or acquire, shares of Common Stock
held by the undersigned, acquired by the undersigned during the Lock-up Period
(as hereinafter defined) or which may be deemed to be beneficially owned by the
undersigned pursuant to the Rules and Regulations promulgated under the
Securities Exchange Act of 1934, as amended (the "Lock-up Shares"), other than
pursuant to the underwriting agreement to which the Underwriters are parties and
which is described in the definitive Prospectus prepared in connection with the
Public Offering (the "Underwriting Agreement"), for a period commencing on the
date hereof and ending 90 days after the effective date of the Registration
statement (the "Lock-up Period"). The foregoing restriction is expressly agreed
to preclude the holder of Lock-up Shares from engaging in any hedging or other
transaction which is designed to or reasonably expected to lead to or results in
a Disposition of Lock-up Shares during the Lock-up Period, even if such Lock-up
Shares would be disposed of by someone other than such holder. Such prohibited
hedging or other transactions would include, without limitation, any short sale
(whether or not against the box) or any purchase, sale or grant of any right
(including, without limitation, any put or call option) with respect to any
Lock-up Shares or with respect to any security (other than a broad-based market
basket or index) that includes, relates to or derives any significant part of
its value from the Lock-up Shares.
Notwithstanding the foregoing, the undersigned may transfer any or all
of the Lock-up Shares (i) as a bona fide gift or gifts or (ii) as a distribution
to limited partners or shareholders of such person; provided the transferee or
transferees thereof agree(s) in writing as a condition precedent to such
transfer to be bound by the terms hereof. The transferor shall notify
BancAmerica Robertson Stephens in writing prior to the transfer, and there shall
be no further transfer of such Lock-up Shares except in accordance with this
letter agreement. Moreover, notwithstanding any other provision of this letter
agreement, the undersigned may exercise during the Lock-up Period any option to
purchase shares of Common Stock, provided, however, that any shares so acquired
-------- -------
shall constitute Lock-Up Shares for the purposes of this letter agreement .
It is understood that if the Underwriting Agreement does not become
effective, or if the Underwriting Agreement (other than the provisions thereof
which survive termination) shall terminate or be terminated prior to payment for
and delivery of the
<PAGE>
BancAmerica Robertson Stephens
Donaldson, Lufkin & Jenrette Securities Corporation
Smith Barney Inc.
EVEREN Securities, Inc.
Page 3
Shares, the undersigned will be automatically released from its obligations
under this letter agreement.
The undersigned further agrees to permit all certificates evidencing the
Lock-up Shares to be stamped with an appropriate restrictive legend, and will
cause the transfer agent for the Company to note such restriction on the
transfer books and records of the Company.
The undersigned recognizes that you are relying on the representations and
agreements of the undersigned contained herein in entering into underwriting
arrangements with respect to the Public Offering contemplated by the
Registration Statement.
Very truly yours,
/s/ Carl J. Rickertsen
--------------------------------
Signature of Securityholder
--------------------------------
Signature of Co-Securityholder,
if applicable
Carl J. Rickertsen
--------------------------------
Securityholder (please print)
--------------------------------
Co-Securityholder (please print)
<PAGE>
BancAmerica Robertson Stephens
Donaldson, Lufkin & Jenrette Securities Corporation
Smith Barney Inc.
EVEREN Securities, Inc.
As Representatives of the several Underwriters
Named in Schedule A to the Underwriting Agreement
c/o BancAmerica Robertson Stephens
555 California Street, Suite 2600
San Francisco, California 94104
Daniel F. Gillis
Software AG Systems, Inc.
11190 Sunrise Valley Drive
Reston, Virginia 20191-5424
Re: Restrictions on Sales of Common Stock
-------------------------------------
Ladies and Gentlemen:
Certain of the stockholders of Software AG Systems, Inc., a Delaware
corporation (the "Company") propose to sell 5,460,212 shares (the "Shares") of
Common Stock, $.01 par value per share (the "Common Shares") of the Company, in
a public offering (the "Public Offering") underwritten by BancAmerica Robertson
Stephens, Donaldson, Lufkin & Jenrette Securities Corporation, Smith Barney Inc.
and EVEREN Securities, Inc. (the "Representatives") and several other
underwriters (the Representatives and several other underwriters are
collectively referred to as the "Underwriters").
The Underwriters have indicated that the prospect of sales of shares of
Common Stock by certain existing stockholders prior to three months after the
Public Offering would be detrimental to their underwriting effort. They have
requested that the undersigned agree not to sell any shares of Common Stock for
a period ending 90 days after the effective date of the Registration Statement
on Form S-1 (the "Registration Statement") filed by the Company relating to the
Shares.
The undersigned recognizes that the undersigned's shares of Common Stock
are, or may be, subject to certain restrictions on transferability, including
those imposed by the securities laws of the United States of America or other
jurisdictions. Notwithstanding these restrictions, the undersigned has agreed to
enter into this letter agreement to further assure the Underwriters that the
undersigned's shares of Common Stock, now held or hereafter acquired, will not
enter the public market at a time that might impair the underwriting effort.
The undersigned, therefore, hereby acknowledges and agrees that the
undersigned will not, directly or indirectly, without the prior written consent
of BancAmerica Robertson Stephens, offer, sell, contract to sell, grant any
option to
<PAGE>
BancAmerica Robertson Stephens
Donaldson, Lufkin & Jenrette Securities Corporation
Smith Barney Inc.
EVEREN Securities, Inc.
Page 2
purchase, pledge or otherwise dispose of or transfer (collectively, a
"Disposition") any shares of Common Stock or any securities convertible into or
exchangeable for, or any rights to purchase or acquire, shares of Common Stock
held by the undersigned, acquired by the undersigned during the Lock-up Period
(as hereinafter defined) or which may be deemed to be beneficially owned by the
undersigned pursuant to the Rules and Regulations promulgated under the
Securities Exchange Act of 1934, as amended (the "Lock-up Shares"), other than
pursuant to the underwriting agreement to which the Underwriters are parties and
which is described in the definitive Prospectus prepared in connection with the
Public Offering (the "Underwriting Agreement"), for a period commencing on the
date hereof and ending 90 days after the effective date of the Registration
statement (the "Lock-up Period"). The foregoing restriction is expressly agreed
to preclude the holder of Lock-up Shares from engaging in any hedging or other
transaction which is designed to or reasonably expected to lead to or results in
a Disposition of Lock-up Shares during the Lock-up Period, even if such Lock-up
Shares would be disposed of by someone other than such holder. Such prohibited
hedging or other transactions would include, without limitation, any short sale
(whether or not against the box) or any purchase, sale or grant of any right
(including, without limitation, any put or call option) with respect to any
Lock-up Shares or with respect to any security (other than a broad-based market
basket or index) that includes, relates to or derives any significant part of
its value from the Lock-up Shares.
Notwithstanding the foregoing, the undersigned may transfer any or all
of the Lock-up Shares (i) as a bona fide gift or gifts or (ii) as a distribution
to limited partners or shareholders of such person; provided the transferee or
transferees thereof agree(s) in writing as a condition precedent to such
transfer to be bound by the terms hereof. The transferor shall notify
BancAmerica Robertson Stephens in writing prior to the transfer, and there shall
be no further transfer of such Lock-up Shares except in accordance with this
letter agreement. Moreover, notwithstanding any other provision of this letter
agreement, the undersigned may exercise during the Lock-up Period any option to
purchase shares of Common Stock, provided, however, that any shares so acquired
-------- -------
shall constitute Lock-Up Shares for the purposes of this letter agreement .
It is understood that if the Underwriting Agreement does not become
effective, or if the Underwriting Agreement (other than the provisions thereof
which survive termination) shall terminate or be terminated prior to payment for
and delivery of the
<PAGE>
BancAmerica Robertson Stephens
Donaldson, Lufkin & Jenrette Securities Corporation
Smith Barney Inc.
EVEREN Securities, Inc.
Page 3
Shares, the undersigned will be automatically released from its obligations
under this letter agreement.
The undersigned further agrees to permit all certificates evidencing the
Lock-up Shares to be stamped with an appropriate restrictive legend, and will
cause the transfer agent for the Company to note such restriction on the
transfer books and records of the Company.
The undersigned recognizes that you are relying on the representations and
agreements of the undersigned contained herein in entering into underwriting
arrangements with respect to the Public Offering contemplated by the
Registration Statement.
Very truly yours,
/s/ Paul G. Stern
--------------------------------
Signature of Securityholder
--------------------------------
Signature of Co-Securityholder,
if applicable
Paul G. Stern
--------------------------------
Securityholder (please print)
--------------------------------
Co-Securityholder (please print)
