<PAGE>
Registration Statement No. 33-54961,
Filed Pursuant to Rule 424(b)(3)
STERLING SOFTWARE, INC.
SUPPLEMENT TO PROSPECTUS DATED
NOVEMBER 9, 1994
With respect to the prospectus covering 306,513 shares of Common Stock
of Sterling Software, Inc. (the "Company") filed with the Form S-3 Registration
Statement No. 33-54961:
The section entitled "Selling Stockholders" is hereby amended in its
entirety to reflect information as of December 16, 1992, as follows:
SELLING STOCKHOLDERS
This Prospectus covers the offer and resale from time to time by each
Selling Stockholder of the Shares owned by each such Selling Stockholder.
In December 1994, Patrick W. Davis transferred by gift certain of the shares of
Common Stock he received pursuant to the Merger to certain charitable
institutions, and the Company is supplementing this Prospectus to include such
institutions as Selling Stockholders hereunder and to permit the offer and sale
by such institutions of the shares of Common Stock so received. Set forth below
are the names of each Selling Stockholder, the number of shares of Common Stock
owned as of December 16, 1994 by each Selling Stockholder, the number of Shares
that may be offered by each Selling Stockholder pursuant to this Prospectus, and
the number of shares of Common Stock to be owned by each Selling Stockholder
upon completion of the offering if all Shares are sold. Any or all of the Shares
listed below may be offered for sale by the Selling Stockholders from time to
time. None of the Selling Stockholders has, or within the past three years has
had, any position, office or other material relationship with the Company or any
of its predecessors or affiliates, except as noted below.
<TABLE>
<CAPTION>
COMMON STOCK
OFFERED FOR
OWNERSHIP OF SELLING AMOUNT AND
COMMON STOCKHOLDERS PERCENTAGE OF
STOCK PRIOR TO ACCOUNT UPON CLASS AFTER THE
NAME OFFERING EXERCISE OFFERING
---- -------------- ------------ ---------------
<S> <C> <C> <C>
Patrick W. Davis(1).............. 136,051 136,051 -0-
Alfredo Kimba Vasquez(1)......... 168,582 168,582 -0-
Focus on the Family(2)........... 300 300 -0-
Hope Clinic(2)................... 180 180 -0-
The Word of God(2)............... 550 550 -0-
St. Luke Lutheran Church(2)...... 550 550 -0-
Christ the King
Catholic Center(2)............. 300 300 -0-
</TABLE>
- ------
(1) Former director, executive officer and shareholder of American Business
Computer Company.
(2) The Selling Stockholder received its Shares pursuant to a gift from Patrick
W. Davis in December 1994 and was not a party to the Merger Agreement or
otherwise affiliated with Sterling or ABCC.
Pursuant to the Merger Agreement, the Company acquired ABCC through the
merger of a wholly owned subsidiary of the Company with and into ABCC. Under the
terms of the Merger Agreement, each of Patrick W. Davis and Alfredo Kimba
Vasquez received shares of Common Stock in exchange for shares of capital stock
of ABCC owned by such Selling Stockholder. The Company agreed to register such
shares of Common Stock pursuant to the Merger Agreement under the Securities Act
for resale by such Selling Stockholders. The Company will not receive any of the
proceeds from the sale of the Shares by the Selling Stockholders.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS DECEMBER 19, 1994.
