<PAGE>
As filed with the Securities and Exchange Commission on May 26, 1994
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
STERLING SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1873956
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8080 North Central Expressway
Suite 1100
Dallas, Texas 75206
(214) 891-8600
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
----------------
With a copy to:
JEANNETTE P. MEIER, ESQ. CHARLES D. MAGUIRE, JR., ESQ.
Executive Vice President, Jackson & Walker, L.L.P.
Secretary and General Counsel 901 Main Street
Sterling Software, Inc. Suite 6000
8080 North Central Expressway Dallas, Texas 75202
Suite 1100
Dallas, Texas 75206
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
----------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Title of Each Class Amount Proposed Maximum Proposed Maximum
of Securities to to be Offering Price Aggregate Amount of
be Registered Registered Per Unit(1) Offering Price(1) Registration Fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.10 per share 1,250,000 shares $30.00 $37,500,000 $12,931
=======================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c), the offering price and registration fee are
computed on the basis of the average of the high and low prices of the
Common Stock as reported by the New York Stock Exchange on May 24, 1994.
----------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE>
PROSPECTUS
1,250,000 Shares
STERLING SOFTWARE, INC.
Common Stock
This Prospectus relates to the offer and sale by Sterling Software, Inc.
(the "Company") of up to 1,250,000 shares of the Company's common stock, par
value $0.10 per share (the "Common Stock"), issuable by the Company upon
exercise of options (the "Options") granted or to be granted from time to time
to eligible persons pursuant to the provisions of the Company's 1994 Non-
Statutory Stock Option Plan (the "Plan"), and the offer and sale of up to
1,250,000 shares of Common Stock by certain stockholders (the "Selling
Stockholders") who will acquire such shares of Common Stock upon the exercise of
the Options.
The Selling Stockholders directly, through agents designated from time to
time, or through brokers, dealers or underwriters also to be designated, may
sell the Common Stock from time to time on terms to be determined at the time of
sale. To the extent required, the specific Common Stock to be sold, the names
of the Selling Stockholders, the purchase price, the public offering price, the
names of any such agent, dealer or underwriter, and any applicable commission or
discount with respect to a particular offer will be set forth in an accompanying
Prospectus Supplement. See "Plan of Distribution." The Common Stock is listed
for trading on the New York Stock Exchange (the "NYSE") and may be sold from
time to time by the Selling Stockholders either directly in private
transactions, or through one or more brokers or dealers on the NYSE, at such
prices and upon such terms as may be obtainable.
Upon any sale of the Common Stock offered hereby, the Selling Stockholders
and participating agents, brokers or dealers may be deemed to be underwriters as
that term is defined in the Securities Act of 1933, as amended (the "Securities
Act"), and commissions or discounts or any profit realized on the resale of such
securities purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Company, however, understands that the
Selling Stockholders do not admit that they are underwriters within the meaning
of the Securities Act. The Company will not receive any of the proceeds from
the sales of the securities offered hereby, except for proceeds from the
exercise of the Options.
No underwriter is being utilized by the Company in connection with this
offering. The Company will pay all expenses incurred in connection with this
offering, which are estimated to be approximately $20,331.00.
On May 25, 1994, the closing price of the Common Stock on the New York
Stock Exchange was $29.875.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is _______________, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the regional offices of
the Commission at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60611, and at 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such materials can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Common Stock is listed on the
NYSE. Reports, proxy statements and other information concerning the Company
can also be inspected at the offices of the NYSE at 20 Broad Street, New York,
New York 10005.
This Prospectus, which constitutes part of a Registration Statement filed
by the Company with the Commission under the Securities Act (the "Registration
Statement"), omits certain of the information contained in the Registration
Statement. Reference is made to the Registration Statement and to the exhibits
thereto for further information with respect to the Company and the Common Stock
offered hereby. Copies of such Registration Statement are available from the
Commission. Statements contained herein concerning the provisions of documents
filed herewith as exhibits are necessarily summaries of such documents, and each
such statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.
The Company's principal executive offices are located at 8080 North Central
Expressway, Suite 1100, Dallas, Texas 75206, and its telephone number is (214)
891-8600.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof:
(i) Annual Report on Form 10-K for the year ended September 30, 1993, as
amended by Form 10-K/A Amendment No. 1 dated January 26, 1994;
(ii) Quarterly Report on Form 10-Q for the quarter ended December 31,
1993;
(iii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1994,
as amended by Form 10-Q/A Amendment No. 1, filed May 16, 1994; and
(iv) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (No. 0-108465), filed
March 7, 1990.
2
<PAGE>
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of Common Stock to be made hereunder
shall be deemed to be incorporated herein by reference and made a part hereof
from the date of filing of such documents. Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes of this Prospectus to
the extent that a statement contained herein or therein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated herein by reference (other than
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into the information that this Prospectus incorporates). Written
or telephonic requests for copies should be directed to the Company's principal
office: Sterling Software, Inc., 8080 N. Central Expressway, Suite 1100,
Dallas, Texas 75206, Attention: Jeannette P. Meier, Executive Vice President,
Secretary and General Counsel (telephone: (214) 891-8600).
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sales of the
Common Stock offered hereby, except for proceeds from the exercise of the
Options. The proceeds received by the Company upon exercise of the Options will
be used for general corporate purposes, including, but not limited to, operating
and working capital requirements.
SELLING STOCKHOLDERS
This Prospectus covers the purchase from the Company of 1,250,000 shares of
Common Stock, in the aggregate, by the holders of the Options upon the exercise
thereof in accordance with their terms and the subsequent offer and resale of
such shares of Common Stock to be acquired by such holders upon the exercise of
the Options.
The Company's 1994 Non-Statutory Stock Option Plan Committee (which
consists of two or more members of the Board who are not employees of the
Company), subject to the provisions of the Plan, will determine from time to
time (i) the individuals, from among the Company's employees and key advisors,
including directors, to whom Options will be granted and (ii) the number of
shares to be covered by each Option; provided that the maximum aggregate number
of shares of Common Stock with respect to which Options may be granted to any
individual cannot exceed 50% of the total number of shares of Common Stock that
may be issued from time to time under the Plan. The purchase price of Common
Stock subject to any Option granted pursuant to the Plan may not be less than
the fair market value of the Common Stock on the date of grant. Unless sooner
terminated by action of the Board, the Plan terminates on December 31, 2011, and
no Options may be granted pursuant to the Plan after such date.
3
<PAGE>
Certain information required pursuant to the Securities Act relating to the
Selling Stockholders will be provided by a Prospectus Supplement.
PLAN OF DISTRIBUTION
The Common Stock may be issued to the Selling Stockholders from time to
time by the Company upon exercise of the Options. The Common Stock may be sold
from time to time to purchasers directly by any of the Selling Stockholders.
Alternatively, the Selling Stockholders may from time to time offer the Common
Stock through underwriters, dealers or agents, who may receive compensation in
the form of underwriting discounts, concessions or commissions from the Selling
Stockholders and/or the purchasers of the Common Stock for whom they may act as
agent. The Selling Stockholders and any underwriters, dealers or agents that
participate in the distribution of the Common Stock may be deemed to be
underwriters under the Securities Act, and any profit on the sale of the Common
Stock by them and any discounts, commissions or concessions received by any such
underwriters, dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act.
At the time a particular offer of the Common Stock is made, to the extent
required, a Prospectus Supplement will be distributed that will set forth the
number of shares of Common Stock being offered and the terms of the offering,
including the name or names of any underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation from the
Selling Stockholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers.
The Common Stock may be sold from time to time in one or more transactions
at a fixed offering price, which may be changed, or at varying prices determined
at the time of sale or at negotiated prices.
LEGAL MATTERS
Certain legal matters in connection with the validity of the securities
offered hereby have been passed upon for the Company by Jackson & Walker,
L.L.P., Dallas, Texas. Michael C. French, a partner in Jackson & Walker,
L.L.P., is a director of the Company.
EXPERTS
The consolidated financial statements and financial statement schedules of
the Company appearing in the Company's Annual Report on Form 10-K for the year
ended September 30, 1993, as amended by Form 10-K/A Amendment No. 1, filed
January 26, 1994, have been audited by Ernst & Young, independent auditors, as
set forth in their reports thereon included therein and incorporated by
reference herein, which, as to the years 1992 and 1991, are based in part on the
report of Arthur Andersen & Co., independent public accountants. Such
consolidated financial statements and schedules are incorporated herein by
reference in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.
4
<PAGE>
No person has been authorized in connection with the offering made hereby to
give any information or to make any representation not contained in this
Prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by the Company. This prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
securities to any person or by anyone in any jurisdiction where such offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that
the information contained herein is correct as of any date subsequent to the
date hereof.
----------------------------------------
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information.................................................. 2
Incorporation of Certain
Documents by Reference.............................................. 2
Use of Proceeds........................................................ 3
Selling Stockholders................................................... 3
Plan of Distribution................................................... 4
Legal Matters.......................................................... 4
Experts................................................................ 4
</TABLE>
1,250,000 SHARES
STERLING SOFTWARE,
INC.
COMMON STOCK
--------------------------------
PROSPECTUS
---------------------------------
________________, 1994
----------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
--------------------------------------------
The estimated expenses to be incurred in connection with the issuance
and distribution of the Common Stock covered by this Registration Statement, all
of which will be paid by the Registrant, are as follows:
<TABLE>
<S> <C>
Registration Fee......................... $12,931.00
Printing, Engraving and Filing Expenses.. 1,300.00
Accounting Fees and Expenses............. 3,000.00
Legal Fees and Expenses.................. 3,000.00
Miscellaneous............................ 100.00
Total................................. $20,331.00
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Section 145 of the Delaware General Corporation Law empowers a corporation
to indemnify its directors and officers or former directors or officers and to
purchase insurance with respect to liability arising out of their capacity or
status as directors and officers. Such law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under a corporation's
certificate of incorporation, bylaws, any agreement or otherwise.
Article IX of the Company's Certificate of Incorporation, as amended,
provides that, to the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or may hereafter be amended, a director of
the Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director. Article IX of the Company's
Restated Bylaws provides for indemnification of officers and directors. In
addition, the Company has entered into Indemnity Agreements with each of its
officers and directors pursuant to which such officers and directors may be
indemnified against losses arising from certain claims, including claims under
the Securities Act, which may be made by reason of their being officers or
directors.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company 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.
II-1
<PAGE>
ITEM 16. EXHIBITS.
--------
The following is a list of all exhibits filed as a part of this Registration
Statement on Form S-3, including those incorporated herein by reference.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- -------- ----------------------
<C> <S>
1 None.
2 None.
4.1 Certificate of Incorporation of the Registrant./(1)/
4.2 Certificate of Amendment of Certificate of Incorporation of the
Registrant./(2)/
4.3 Certificate of Amendment of Certificate of Incorporation of the
Registrant./(3)/
4.4 Restated Bylaws of the Registrant./(4)/
4.5 Form of Common Stock Certificate./(5)/
5 Opinion of Jackson & Walker, L.L.P./(7)/
8 None.
12 None.
15 None.
23.1 Consent of Ernst & Young./(7)/
23.2 Consent of Arthur Andersen & Co./(7)/
23.3 Consent of Jackson & Walker, L.L.P. (included in its opinion filed as
Exhibit 5 to this Registration Statement)./(7)/
24 Power of Attorney (appearing on Page II-6 of this Registration
Statement)./(7)/
25 None.
26 None.
27 None.
28 None.
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
99 1994 Non-Statutory Stock Option Plan of the Registrant./(6)/
</TABLE>
- ------------
(1) Previously filed as an exhibit to the Registrant's Registration Statement
No. 2-82506 on Form S-1 and incorporated herein by reference.
(2) 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.
(3) Previously filed as an exhibit to the Registrant's Registration Statement
No. 33-69926 on Form S-8 and incorporated herein by reference.
(4) Previously filed as an exhibit to the Registrant's Registration Statement
No. 33-47131 on Form S-8 and incorporated herein by reference.
(5) Previously filed as an exhibit to the Registrant's Registration Statement
No. 2-86825 on Form S-1 and incorporated herein by reference.
(6) Previously filed as an exhibit to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1994 and incorporated herein by
reference.
(7) Filed herewith.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS.
------------
(a) The undersigned 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:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) 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;
(iii) 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the
II-4
<PAGE>
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-5
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below authorizes Sterling L. Williams,
George H. Ellis and Jeannette P. Meier, and each of them, each of whom may act
without joinder of the others, to execute in the name of each such person who is
then an officer or director of the Registrant and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in respect thereof, in
connection with the registration of the securities which are the subject of this
Registration Statement, which amendments may make such changes in the
Registration Statement as such attorney may deem appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dallas, State of Texas on the 26th day of May, 1994.
STERLING SOFTWARE, INC.
/s/ GEORGE H. ELLIS
By:_____________________________________
GEORGE H. ELLIS
Name:______________________________
Executive Vice President,
Chief Financial Officer
Title:_____________________________
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Sterling L. Williams
- -----------------------
Sterling L. Williams President, Chief
Executive Officer
and Director May 26, 1994
(Principal Executive Officer)
/s/ George H. Ellis
- -----------------------
George H. Ellis Executive Vice President
and Chief
Financial Officer May 26, 1994
(Principal Financial and
Accounting Officer)
/s/ Sam Wyly
- -----------------------
Sam Wyly Chairman of the
Board of Directors May 26, 1994
/s/ Charles J. Wyly, Jr.
- -----------------------
Charles J. Wyly, Jr. Vice Chairman of the
Board of Directors May 26, 1994
/s/ Evan A. Wyly
- -----------------------
Evan A. Wyly Director May 26, 1994
/s/ Michael C. French
- -----------------------
Michael C. French Director May 26, 1994
/s/ Robert J. Donachie
- -----------------------
Robert J. Donachie Chairman of the Audit
Committee and Director May 26, 1994
/s/ Phillip A. Moore
- -----------------------
Phillip A. Moore Executive Vice President,
Technology and Director May 26, 1994
/s/ Robert E. Cook
- -----------------------
Robert E. Cook Director May 26, 1994
/s/ Donald R. Miller, Jr.
- -----------------------
Donald R. Miller, Jr. Director May 26, 1994
</TABLE>
II-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
- ------ ---------------------- ------------
<C> <S> <C>
1 None.
2 None.
4.1 Certificate of Incorporation of the Registrant./(1)/
4.2 Certificate of Amendment of Certificate of Incorporation of the
Registrant./(2)/
4.3 Certificate of Amendment of Certificate of Incorporation of the
Registrant./(3)/
4.4 Restated Bylaws of the Registrant./(4)/
4.5 Form of Common Stock Certificate./(5)/
5 Opinion of Jackson & Walker, L.L.P./(7)/
8 None.
12 None.
15 None.
23.1 Consent of Ernst & Young./(7)/
23.2 Consent of Arthur Andersen & Co./(7)/
23.3 Consent of Jackson & Walker, L.L.P. (included in its opinion filed as
Exhibit 5 to this Registration Statement)./(7)/
24 Power of Attorney (appearing on Page II-6 of this Registration
Statement)./(7)/
25 None.
26 None.
27 None.
28. None.
</TABLE>
<PAGE>
<TABLE>
<C> <S> <C>
99 1994 Non-Statutory Stock Option Plan of the Registrant./(6)/
</TABLE>
- ------------
(1) Previously filed as an exhibit to the Registrant's Registration Statement
No. 2-82506 on Form S-1 and incorporated herein by reference.
(2) 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.
(3) Previously filed as an exhibit to the Registrant's Registration Statement
No. 33-69926 on Form S-8 and incorporated herein by reference.
(4) Previously filed as an exhibit to the Registrant's Registration Statement
No. 33-47131 on Form S-8 and incorporated herein by reference.
(5) Previously filed as an exhibit to the Registrant's Registration Statement
No. 2-86825 on Form S-1 and incorporated herein by reference.
(6) Previously filed as an exhibit to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1994 and incorporated herein by
reference.
(7) Filed herewith.
<PAGE>
EXHIBIT 5
JACKSON & WALKER, L.L.P.
ATTORNEYS AND COUNSELORS OTHER LOCATIONS
901 MAIN STREET
CABLE-JWAL SUITE 6000 HOUSTON
TELEX-73-385 DALLAS, TEXAS 75202-3797 FORT WORTH
TELECOPIER-(214)953-5822 (214)953-6000 SAN ANTONIO
May 26, 1994
Sterling Software, Inc.
8080 N. Central Expressway
Suite 1100
Dallas, Texas 75206
Re: Registration Statement on Form S-3 of Sterling Software, Inc.
Gentlemen:
We are acting as counsel for Sterling Software, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the offering and sale of up
to 1,250,000 shares of the Company's Common Stock, par value $0.10 per share
(the "Shares"), which Shares are issuable upon the exercise of options granted
or to be granted from time to time under the Company's 1994 Non-Statutory Stock
Option Plan (the "Plan"). A Registration Statement on Form S-3 covering the
offering and sale of the Shares (the "Registration Statement") is expected to be
filed with the Securities and Exchange Commission (the "Commission") on or about
the date hereof.
In reaching the conclusions expressed in this opinion, we have examined and
relied upon the originals or certified copies of all documents, certificates and
instruments as we have deemed necessary to the opinions expressed herein,
including the Certificate of Incorporation, as amended, and the Restated Bylaws
of the Company and a copy of the Plan. In making the foregoing examinations, we
have assumed the genuineness of all signatures on original documents, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all copies submitted to us.
Based solely upon the foregoing, subject to the comments hereinafter
stated, and limited in all respects to the laws of the State of Texas, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America, it is our opinion that the Shares, when sold in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
You should be aware that we are not admitted to the practice of law in the
State of Delaware. Accordingly, any opinion herein as to the laws of the State
of Delaware is based solely upon the latest generally available compilation of
the statutes and case law of such state.
<PAGE>
Sterling Software, Inc.
May 26, 1994
Page 2
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Act of the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
Jackson & Walker, L.L.P.
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) pertaining to the registration of 1,250,000
shares of common stock of Sterling Software, Inc. and to the incorporation by
reference therein of our report dated November 15, 1993, with respect to the
consolidated financial statements and schedules of Sterling Software, Inc.
included in its Annual Report (Form 10-K) for the year ended September 30, 1993
filed with the Securities and Exchange Commission.
Ernst & Young
Dallas, Texas
May 25, 1994
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated June 18, 1993
(except with respect to the matter discussed in Note 19 as to which the date is
July 1, 1993), included in Sterling Software, Inc.'s Annual Report on Form 10-K
for the year ended September 30, 1993, and to all references to our Firm
included in this registration statement.
Arthur Andersen & Co.
Washington, D.C.
May 25, 1994
