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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
STERLING SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1873956
(State of incorporation or organization) (I.R.S. Employer Identification No.)
8080 NORTH CENTRAL EXPRESSWAY
SUITE 1100
DALLAS, TX 75206
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
WARRANTS TO PURCHASE COMMON STOCK
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
This Registration Statement relates to the warrants ("Warrants")
originally issued by KnowledgeWare, Inc., a Georgia corporation
("KnowledgeWare"), in connection with KnowledgeWare's settlement of a lawsuit
styled In re: KnowledgeWare, Inc. Shareholder Litigation, Master File No. 1:
92-CV-1651-JTC, pending in the United States District Court for the Northern
District of Georgia. Pursuant to the merger (the "Merger") of a wholly owned
subsidiary of Sterling Software, Inc., a Delaware corporation ("Stering"), with
and into KnowledgeWare, effective November 30, 1994, KnowledgeWare became a
wholly owned subsidiary of Sterling, and the Warrants by their terms became
exercisable for shares of Sterling's Common Stock, par value $.10 per share. The
description of the Warrants, as adjusted pursuant to the Merger, contained in
Sterling's Registration Statement on Form S-3 (No. 33-56679) under the caption
"Description of Warrants and Plan of Distribution" is hereby incorporated herein
by reference.
ITEM 2. EXHIBITS
1. Warrant Agreement dated June 9, 1994 between KnowledgeWare, Inc. and
Trust Company Bank, together with form of Warrant Certificate.(1)
2. Supplemental Warrant Agreement dated as of November 30, 1994 between
KnowledgeWare, Inc. and Trust Company Bank.(1)
3. Certificate of Incorporation of the Registrant.(2)
4. Certificate of Amendment of Certificate of Incorporation of the
Registrant.(3)
5. Certificate of Amendment of Certificate of Incorporation of the
Registrant.(4)
6. Restated Bylaws of the Registrant.(5)
7. Form of Common Stock Certificate.(6)
______________________
(1) Previously filed as an exhibit to the Registrant's Registration Statement
No. 33-56679 on Form S-3 and incorporated herein by reference.
(2) Previously filed as an exhibit to the Registrant's Registration Statement
No. 2-82506 on Form S-1 and incorporated herein by reference.
(3) Previously filed as an exhibit to the Registrant's Annual Report on Form
10-K for the fiscal year ended September 30, 1993 and incorporated herein
by reference.
(4) Previously filed as an exhibit to the Registrant's Registration Statement
No. 33-69926 on Form S-8 and incorporated herein by reference.
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(5) Previously filed as an exhibit to the Registrant's Registration Statement
No. 33-47131 on Form S-8 and incorporated herein by reference.
(6) Previously filed as an exhibit to the Registrant's Registration Statement
No. 2-86825 on Form S-1 and incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
December 20, 1994
Date: ___________________ STERLING SOFTWARE,INC.
/s/ Jeannette P. Meier
By: _________________________________________
Executive Vice President
Its: _________________________________________
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
1. Warrant Agreement dated June 9, 1994 between KnowledgeWare, Inc. and
Trust Company Bank, together with form of Warrant Certificate.(1)
2. Supplemental Warrant Agreement dated as of November 30, 1994 between
KnowledgeWare, Inc. and Trust Company Bank.(1)
3. Certificate of Incorporation of the Registrant.(2)
4. Certificate of Amendment of Certificate of Incorporation of the
Registrant.(3)
5. Certificate of Amendment of Certificate of Incorporation of the
Registrant.(4)
6. Restated Bylaws of the Registrant.(5)
7. Form of Common Stock Certificate.(6)
_______________________
(1) Previously filed as an exhibit to the Registrant's Registration Statement
No. 33-56679 on Form S-3 and incorporated herein by reference.
(2) Previously filed as an exhibit to the Registrant's Registration Statement
No. 2-82506 on Form S-1 and incorporated herein by reference.
(3) Previously filed as an exhibit to the Registrant's Annual Report on Form
10-K for the fiscal year ended September 30, 1993 and incorporated herein
by reference.
(4) Previously filed as an exhibit to the Registrant's Registration Statement
No. 33-69926 on Form S-8 and incorporated herein by reference.
(5) Previously filed as an exhibit to the Registrant's Registration Statement
No. 33-47131 on Form S-8 and incorporated herein by reference.
(6) Previously filed as an exhibit to the Registrant's Registration Statement
No. 2-86825 on Form S-1 and incorporated herein by reference.
