<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1994
REGISTRATION NO. 33-56185
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
PRE-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
STERLING SOFTWARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
DELAWARE 7372 75-1873956
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
8080 NORTH CENTRAL EXPWY. JEANNETTE P. MEIER
SUITE 1100 EXECUTIVE VICE PRESIDENT,
DALLAS, TEXAS 75206 GENERAL COUNSEL AND SECRETARY
(214) 891-8600 8080 N. CENTRAL EXPWY.
(ADDRESS, INCLUDING ZIP CODE, AND SUITE 1100
TELEPHONE NUMBER, INCLUDING AREA CODE, DALLAS, TEXAS 75206
OF REGISTRANT'S PRINCIPAL EXECUTIVE (214) 891-8600
OFFICE) (NAME, ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
COPIES TO:
CHARLES D. MAGUIRE, JR. MAURICE N. MALOOF
JACKSON & WALKER, L.L.P. HICKS, MALOOF & CAMPBELL,A PROFESSIONAL
901 MAIN STREET, SUITE 6000 CORPORATION
DALLAS, TEXAS 75202 SUITE 2200, MARQUIS TWO TOWER
(214) 953-6000 285 PEACHTREE CENTER AVENUE, N.E.
ATLANTA, GEORGIA 30303
(404) 588-1100
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As promptly
as practicable after this Registration Statement becomes effective and the
effective time of the proposed merger (the "Merger") of a subsidiary of the
Registrant with and into KnowledgeWare, Inc. ("KnowledgeWare"), as described in
the Amended and Restated Agreement and Plan of Merger, dated as of August 31,
1994, attached as Exhibit A to the Proxy Statement/Prospectus forming a part of
this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
----------------
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 SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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 and 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 the
corporation's certificate of incorporation, bylaws, any agreement or otherwise.
Article IX of the Registrant'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 Registrant shall not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director. Article IX of the
Registrant's Restated Bylaws provides for indemnification of officers and
directors. In addition, the Registrant 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 of 1933, as amended (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 Registrant
pursuant to the foregoing provisions, 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.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following is a list of all exhibits filed as a part of this Registration
Statement on Form S-4, including those incorporated herein by reference.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
1 None
2.1 Amended and Restated Agreement and Plan of Merger dated as of August
31, 1994 among the Registrant, KnowledgeWare, Inc. and SSI
Corporation (included as Appendix A to the Proxy
Statement/Prospectus that forms a part of this Registration
Statement) (16)
2.2 Agreement dated October 11, 1994 among the Registrant,
KnowledgeWare, Inc. and SSI Corporation (16)
2.3 First Amendment to Amended and Restated Agreement and Plan of Merger
dated as of October 24, 1994 among the Registrant, KnowledgeWare,
Inc. and SSI Corporation (16)
3.1 Certificate of Incorporation of the Registrant (2)
3.2 Certificate of Amendment of Certificate of Incorporation of the
Registrant (3)
3.3 Certificate of Amendment of Certificate of Incorporation of the
Registrant (4)
3.4 Restated Bylaws of the Registrant (5)
4.1 Form of Common Stock Certificate (6)
5 Opinion of Jackson & Walker, L.L.P. (16)
6 None
7 None
8.1 Opinion of Jackson & Walker, L.L.P. (16)
8.2 Opinion of Hicks, Maloof & Campbell (16)
9 None
10.1 Amended and Restated Stock Option Agreement dated as of August 31,
1994 between the Registrant and KnowledgeWare, Inc. (included as
Appendix C to the Proxy Statement/Prospectus that forms a part of
this Registration Statement) (16)
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
10.2 Form of Amended and Restated Stockholder Agreement dated as of
August 31, 1994 between the Registrant and certain stockholders of
KnowledgeWare, Inc. (included as Appendix D to the Proxy
Statement/Prospectus that forms a part of this Registration
Statement) (16)
10.3 Form of Registration Rights Agreement to be entered into among the
Registrant and certain affiliates of KnowledgeWare, Inc. (included
as an exhibit to the Amended and Restated Agreement and Plan of
Merger filed as part of the Proxy Statement/Prospectus that forms
a part of this Registration Statement) (16)
10.4 Form of Escrow Agreement to be entered into among the Registrant,
KnowledgeWare, Inc., the Representative and the Escrow Agent
(included as an exhibit to the Amended and Restated Agreement and
Plan of Merger filed as part of the Proxy Statement/ Prospectus
that forms a part of this Registration Statement) (16)
10.5 Amended Incentive Stock Option Plan of the Registrant (7)
10.6 Amended Non-Statutory Stock Option Plan of the Registrant (7)
10.7 Supplemental Executive Retirement Plan II of Informatics General
Corporation (3)
10.8 Form of Supplemental Executive Retirement Plan II Agreement (the
"SERP II Agreement") (3)
10.9 Amendment to SERP II Agreement (3)
10.10 Form of Employment Agreement with Jeannette P. Meier, George H.
Ellis and Phillip A. Moore (3)
10.11 Form of Amendment No. 1 to Employment Agreement with Jeannette P.
Meier, George H. Ellis and Phillip A. Moore (3)
10.12 Employment Agreement with Sam Wyly (3)
10.13 Employment Agreement with Charles J. Wyly, Jr. (3)
10.14 Employment Agreement with Sterling L. Williams (3)
10.15 Form of Amendment No. 1 to Employment Agreement with Charles J.
Wyly, Jr. and Sterling L. Williams (3)
10.16 Amendment No. 1 to Employment Agreement with Sam Wyly (3)
10.17 Amendment No. 2 to Employment Agreement with Sam Wyly (3)
10.18 Consultation Agreement with REC Enterprises, Inc. (3)
10.19 Employment Agreement with William D. Plumb (3)
10.20 Employment Agreement with William D. Plumb (3)
10.21 Form of Employment Agreement with Edward J. Lott, Warner C. Blow,
Werner L. Frank and Geno P. Tolari (3)
10.22 Employment Agreement with Sterling L. Williams (8)
10.23 Form of Employment Agreement with Jeanette P. Meier, George H.
Ellis, Phillip A. Moore, Warner C. Blow and Geno P. Tolari (8)
10.24 Employment Agreement with Werner L. Frank (8)
10.25 Form of Series B Warrant Agreement (3)
10.26 Form of Amendment to Series B Warrant Agreement (January 1988) (3)
10.27 Form of Amendment to Series B Warrant Agreement (May 1989) (3)
10.28 Form of Series E Warrant Agreement (3)
10.29 Form of Amendment to Series E Warrant Agreement (May 1989) (3)
10.30 Form of Series F Warrant Agreement (3)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
10.31 Form of Amendment to Series F Warrant Agreement (May 1989) (3)
10.32 Amended and Restated Revolving Credit and Term Loan Agreement dated
June 8, 1990 between the Registrant and The First National Bank of
Boston and BankOne Texas N.A. ("Loan Agreement") (3)
10.33 First Amendment to Loan Agreement dated as of October 16, 1990 (3)
10.34 Second Amendment to Loan Agreement dated as of September 19, 1991
(3)
10.35 Third Amendment to Loan Agreement dated as of December 31, 1991 (3)
10.36 Fourth Amendment to Loan Agreement dated as of June 15, 1992 (3)
10.37 Fifth Amendment to Loan Agreement dated as of July 31, 1992 (3)
10.38 Sixth Amendment to Loan Agreement dated as of August 31, 1992 (3)
10.39 Seventh Amendment to Loan Agreement dated as of September 9, 1992
(3)
10.40 Eighth Amendment to Loan Agreement dated as of September 30, 1992
(3)
10.41 Ninth Amendment to Loan Agreement dated as of October 13, 1992 (3)
10.42 Tenth Amendment to Loan Agreement dated as of December 17, 1992 (8)
10.43 Form of Eleventh Amendment to Loan Agreement dated as of March 29,
1993 (3)
10.44 Twelfth Amendment to Loan Agreement dated as of June 30, 1993 (3)
10.45 Form of Thirteenth Amendment to Loan Agreement dated as of November
10, 1993 (3)
10.46 Form of Fourteenth Amendment to Loan Agreement dated as of November
22, 1993 (3)
10.47 Fifteenth Amendment to Loan Agreement dated as of December 21, 1993
(9)
10.48 Sixteenth Amendment to Loan Agreement dated as of December 30, 1993
(9)
10.49 Seventeenth Amendment to Loan Agreement dated as of January 31, 1994
(9)
10.50 Eighteenth Amendment to Loan Agreement dated as of March 15, 1994
(10)
10.51 Nineteenth Amendment to Loan Agreement dated as of May 17, 1994 (7)
10.52 Form of Indenture between the Registrant and Bank of America Texas,
National Association as Trustee, including the form of 5 3/4%
Convertible Subordinated Debenture attached as Exhibit A thereto
(11)
10.53 1992 Executive Compensation Plan for Group Presidents (3)
10.54 1993 Executive Compensation Plan for Group Presidents (8)
10.55 1994 Executive Compensation Plan for Group Presidents (3)
10.56 Form of Series G Warrant Agreement (3)
10.57 Amended 1992 Non-Statutory Stock Option Plan (12)
10.58 1994 Non-Statutory Stock Option Plan (13)
10.59 Form of Indemnity Agreement between the Registrant and each of its
directors (3)
10.60 Systems Center, Inc. Restated and Amended Restricted Stock Plan (15)
10.61 Systems Center, Inc. Amended and Restated Nondiscretionary
Restricted Stock Plan (15)
10.62 Systems Center, Inc. 1982 Stock Option Plan (15)
10.63 Systems Center, Inc. 1992 Stock Incentive Plan (15)
10.64 Systems Center, Inc. 1983 Stock Plan (15)
10.65 Systems Center, Inc. Share Option Scheme (15)
10.66 Registration Rights Agreement dated as of July 1, 1993 among the
Registrant and the Selling Stockholders named therein(14)
10.67 Assignment of Loan Documents and Security Interests dated as of
August 31, 1994 among the Registrant, IBM Credit Corporation and
KnowledgeWare, Inc. (16)
10.68 Amended and Restated Revolving Loan and Security Agreement dated as
of August 31, 1994 between the Registrant and KnowledgeWare, Inc.
(16)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
10.69 Warrant Agreement dated as of August 31, 1994 between the Registrant
and KnowledgeWare, Inc. (16)
10.70 Registration Rights Agreement dated as of August 31, 1994 between
the Registrant and KnowledgeWare, Inc. (16)
10.71 First Amendment to Amended and Restated Revolving Loan and Security
Agreement dated as of October 25, 1994 between the Registrant and
KnowledgeWare, Inc. (16)
11 None
12 None
13 None
14 None
15 None
16 None
21 Subsidiaries (16)
23.1 Consent of Ernst & Young L.L.P. (16)
23.2 Consent of Arthur Andersen LLP (16)
23.3 Consent of Coopers & Lybrand, L.L.P. (1)
23.4 Consent of Alex. Brown & Sons Incorporated (16)
23.5 Consent of Jackson & Walker, L.L.P. (included in its opinions filed
as Exhibits 5 and 8 to this Registration Statement) (16)
23.6 Consent of Hicks, Maloof & Campbell, A Professional Corporation (16)
23.7 Consent of Francis A. Tarkenton (16)
24 Power of Attorney (16)
25 None
26 None
27 None
28 None
99 Form of Proxy Card (16)
</TABLE>
- --------
(1) Filed herewith.
(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.
(7) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1994 and incorporated
herein by reference.
(8) Previously filed as an exhibit to the Registrant's Registration Statement
No. 33-62028 on Form S-4 and incorporated herein by reference.
(9) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended December 31, 1993 and incorporated
herein by reference.
(10) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1994 and incorporated
herein by reference.
(11) Previously filed as an exhibit to the Registrant's Registration Statement
No. 33-57428 on Form S-3 and incorporated herein by reference.
II-4
<PAGE>
(12) Previously filed as an exhibit to the Registrant's Registration Statement
No 33-53831 on Form S-3 and incorporated herein by reference.
(13) Previously filed as an exhibit to the Registrant's Registration Statement
No. 33-53837 on Form S-3 and incorporated herein by reference.
(14) Previously filed as an exhibit to the Registrant's Registration Statement
No. 33-71706 on Form S-3 and incorporated herein by reference.
(15) Previously filed as an exhibit to the Registrant's Registration Statement
No. 33-65402 on Form S-8 and incorporated herein by reference.
(16) Previously filed.
ITEM 22. 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 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.
(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
Securities Exchange Act of 1934 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) (1) The undersigned Registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of
a prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.
(2) The Registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of section 10(a)(3) of the Securities Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
part of an amendment to the Registration Statement and will not be used until
such amendment is effective, and that,
II-5
<PAGE>
for purposes 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.
(d) 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 Securities and Exchange 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.
(e) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through
the date of responding to the request.
(f) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-6
<PAGE>
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-4 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 27TH DAY OF
OCTOBER, 1994.
Sterling Software, Inc.
/s/ Jeannette P. Meier
By: _________________________________
Jeannette P. Meier
Name: _______________________________
Executive Vice President
Title: ______________________________
II-7
<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.
SIGNATURES TITLE DATE
---------- ----- ----
*/s/ Sterling L. Williams President, Chief October 27, 1994
- ------------------------------------- Executive Officer
STERLING L. WILLIAMS and Director
(Principal
Executive Officer)
*/s/ George H. Ellis Executive Vice October 27, 1994
- ------------------------------------- President and Chief
GEORGE H. ELLIS Financial Officer
(Principal
Financial and
Accounting Officer)
*/s/ Sam Wyly Chairman of the October 27, 1994
- ------------------------------------- Board of Directors
SAM WYLY
*/s/ Charles J. Wyly, Jr. Vice Chairman of the October 27, 1994
- ------------------------------------- Board of Directors
CHARLES J. WYLY, JR.
*/s/ Evan A. Wyly Director October 27, 1994
- -------------------------------------
EVAN A. WYLY
*/s/ Michael C. French Director October 27, 1994
- -------------------------------------
MICHAEL C. FRENCH
*/s/ Robert J. Donachie Chairman of the October 27, 1994
- ------------------------------------- Audit Committee and
ROBERT J. DONACHIE Director
*/s/ Phillip A. Moore Executive Vice October 27, 1994
- ------------------------------------- President,
PHILLIP A. MOORE Technology and
Director
II-8
<PAGE>
SIGNATURES TITLE DATE
*/s/ Robert E. Cook Director October 27, 1994
- -------------------------------------
ROBERT E. COOK
*/s/ Donald R. Miller, Jr. Director October 27, 1994
- -------------------------------------
DONALD R. MILLER, JR.
/s/ Jeannette P. Meier
* By: _____________________________
JEANNETTE P. MEIER, ATTORNEY-IN-FACT
II-9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGES
------- ---------------------- ------------
<C> <S> <C>
1 --None
2.1 --Amended and Restated Agreement and Plan of Merger
dated as of August 31, 1994 among the Registrant,
KnowledgeWare, Inc. and SSI Corporation (included as
Appendix A to the Proxy Statement/Prospectus that
forms a part of this Registration Statement) (16)
2.2 --Agreement dated October 11, 1994 among the
Registrant, KnowledgeWare, Inc. and SSI Corporation
(16)
2.3 --First Amendment to Amended and Restated Agreement
and Plan of Merger dated as of October 24, 1994
among the Registrant, KnowledgeWare, Inc. and SSI
Corporation (16)
3.1 --Certificate of Incorporation of the Registrant (2)
3.2 --Certificate of Amendment of Certificate of
Incorporation of the Registrant (3)
3.3 --Certificate of Amendment of Certificate of
Incorporation of the Registrant (4)
3.4 --Restated Bylaws of the Registrant (5)
4.1 --Form of Common Stock Certificate (6)
5 --Opinion of Jackson & Walker, L.L.P. (16)
6 --None
7 --None
8.1 --Opinion of Jackson & Walker, L.L.P. (16)
8.2 --Opinion of Hicks, Maloof & Campbell (16)
9 --None
10.1 --Amended and Restated Stock Option Agreement dated
as of August 31, 1994 between the Registrant and
KnowledgeWare, Inc. (included as Appendix C to the
Proxy Statement/Prospectus that forms a part of this
Registration Statement) (16)
10.2 --Form of Amended and Restated Stockholder Agreement
dated as of August 31, 1994 between the Registrant
and certain stockholders of KnowledgeWare, Inc.
(included as Appendix D to the Proxy
Statement/Prospectus that forms a part of this
Registration Statement) (16)
10.3 --Form of Registration Rights Agreement to be entered
into among the Registrant and certain affiliates of
KnowledgeWare, Inc. (included as an exhibit to the
Amended and Restated Agreement and Plan of Merger
filed as part of the Proxy Statement/Prospectus that
forms a part of this Registration Statement) (16)
10.4 --Form of Escrow Agreement to be entered into among
the Registrant, KnowledgeWare, Inc., the
Representative and the Escrow Agent (included as an
exhibit to the Amended and Restated Agreement and
Plan of Merger filed as part of the Proxy Statement/
Prospectus that forms a part of this Registration
Statement) (16)
10.5 --Amended Incentive Stock Option Plan of the
Registrant (7)
10.6 --Amended Non-Statutory Stock Option Plan of the
Registrant (7)
10.7 --Supplemental Executive Retirement Plan II of
Informatics General Corporation (3)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGES
------- ---------------------- ------------
<C> <S> <C>
10.8 --Form of Supplemental Executive Retirement Plan II
Agreement (the "SERP II Agreement") (3)
10.9 --Amendment to SERP II Agreement (3)
10.10 --Form of Employment Agreement with Jeannette P.
Meier, George H. Ellis and Phillip A. Moore (3)
10.11 --Form of Amendment No. 1 to Employment Agreement
with Jeannette P. Meier, George H. Ellis and Phillip
A. Moore (3)
10.12 --Employment Agreement with Sam Wyly (3)
10.13 --Employment Agreement with Charles J. Wyly, Jr. (3)
10.14 --Employment Agreement with Sterling L. Williams (3)
10.15 --Form of Amendment No. 1 to Employment Agreement
with Charles J. Wyly, Jr. and Sterling L. Williams (3)
10.16 --Amendment No. 1 to Employment Agreement with Sam
Wyly (3)
10.17 --Amendment No. 2 to Employment Agreement with Sam
Wyly (3)
10.18 --Consultation Agreement with REC Enterprises, Inc.
(3)
10.19 --Employment Agreement with William D. Plumb (3)
10.20 --Employment Agreement with William D. Plumb (3)
10.21 --Form of Employment Agreement with Edward J. Lott,
Warner C. Blow, Werner L. Frank and Geno P. Tolari (3)
10.22 --Employment Agreement with Sterling L. Williams (8)
10.23 --Form of Employment Agreement with Jeanette P.
Meier, George H. Ellis, Phillip A. Moore, Warner C.
Blow and Geno P. Tolari (8)
10.24 --Employment Agreement with Werner L. Frank (8)
10.25 --Form of Series B Warrant Agreement (3)
10.26 --Form of Amendment to Series B Warrant Agreement
(January 1988) (3)
10.27 --Form of Amendment to Series B Warrant Agreement
(May 1989) (3)
10.28 --Form of Series E Warrant Agreement (3)
10.29 --Form of Amendment to Series E Warrant Agreement
(May 1989) (3)
10.30 --Form of Series F Warrant Agreement (3)
10.31 --Form of Amendment to Series F Warrant Agreement
(May 1989) (3)
10.32 --Amended and Restated Revolving Credit and Term Loan
Agreement dated June 8, 1990 between the Registrant
and The First National Bank of Boston and BankOne
Texas N.A. ("Loan Agreement") (3)
10.33 --First Amendment to Loan Agreement dated as of
October 16, 1990 (3)
10.34 --Second Amendment to Loan Agreement dated as of
September 19, 1991 (3)
10.35 --Third Amendment to Loan Agreement dated as of
December 31, 1991 (3)
10.36 --Fourth Amendment to Loan Agreement dated as of June
15, 1992 (3)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGES
------- ---------------------- ------------
<C> <S> <C>
10.37 --Fifth Amendment to Loan Agreement dated as of July
31, 1992 (3)
10.38 --Sixth Amendment to Loan Agreement dated as of
August 31, 1992 (3)
10.39 --Seventh Amendment to Loan Agreement dated as of
September 9, 1992 (3)
10.40 --Eighth Amendment to Loan Agreement dated as of
September 30, 1992 (3)
10.41 --Ninth Amendment to Loan Agreement dated as of
October 13, 1992 (3)
10.42 --Tenth Amendment to Loan Agreement dated as of
December 17, 1992 (8)
10.43 --Form of Eleventh Amendment to Loan Agreement dated
as of March 29, 1993 (3)
10.44 --Twelfth Amendment to Loan Agreement dated as of
June 30, 1993 (3)
10.45 --Form of Thirteenth Amendment to Loan Agreement
dated as of November 10, 1993 (3)
10.46 --Form of Fourteenth Amendment to Loan Agreement
dated as of November 22, 1993 (3)
10.47 --Fifteenth Amendment to Loan Agreement dated as of
December 21, 1993 (9)
10.48 --Sixteenth Amendment to Loan Agreement dated as of
December 30, 1993 (9)
10.49 --Seventeenth Amendment to Loan Agreement dated as of
January 31, 1994 (9)
10.50 --Eighteenth Amendment to Loan Agreement dated as of
March 15, 1994 (10)
10.51 --Nineteenth Amendment to Loan Agreement dated as of
May 17, 1994 (7)
10.52 --Form of Indenture between the Registrant and Bank
of America Texas, National Association as Trustee,
including the form of 5 3/4% Convertible
Subordinated Debenture attached as Exhibit A thereto
(11)
10.53 --1992 Executive Compensation Plan for Group
Presidents (3)
10.54 --1993 Executive Compensation Plan for Group
Presidents (8)
10.55 --1994 Executive Compensation Plan for Group
Presidents (3)
10.56 --Form of Series G Warrant Agreement (3)
10.57 --Amended 1992 Non-Statutory Stock Option Plan (12)
10.58 --1994 Non-Statutory Stock Option Plan (13)
10.59 --Form of Indemnity Agreement between the Registrant
and each of its directors (3)
10.60 --Systems Center, Inc. Restated and Amended
Restricted Stock Plan (15)
10.61 --Systems Center, Inc. Amended and Restated
Nondiscretionary Restricted Stock Plan (15)
10.62 --Systems Center, Inc. 1982 Stock Option Plan (15)
10.63 --Systems Center, Inc. 1992 Stock Incentive Plan (15)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGES
------- ---------------------- ------------
<C> <S> <C>
10.64 --Systems Center, Inc. 1983 Stock Plan (15)
10.65 --Systems Center, Inc. Share Option Scheme (15)
10.66 --Registration Rights Agreement dated as of July 1,
1993 among the Registrant and the Selling
Stockholders named therein(14)
10.67 --Assignment of Loan Documents and Security Interests
dated as of August 31, 1994 among the Registrant,
IBM Credit Corporation and KnowledgeWare, Inc. (16)
10.68 --Amended and Restated Revolving Loan and Security
Agreement dated as of August 31, 1994 between the
Registrant and KnowledgeWare, Inc. (16)
10.69 --Warrant Agreement dated as of August 31, 1994
between the Registrant and KnowledgeWare, Inc. (16)
10.70 --Registration Rights Agreement dated as of August
31, 1994 between the Registrant and KnowledgeWare,
Inc. (16)
10.71 --First Amendment to Amended and Restated Revolving
Loan and Security Agreement dated as of October 25,
1994 between the Registrant and KnowledgeWare, Inc.
(16)
11 --None
12 --None
13 --None
14 --None
15 --None
16 --None
21 --Subsidiaries (16)
23.1 --Consent of Ernst & Young LLP (16)
23.2 --Consent of Arthur Andersen LLP (16)
23.3 --Consent of Coopers & Lybrand, L.L.P. (1)
23.4 --Consent of Alex. Brown & Sons Incorporated (16)
23.5 --Consent of Jackson & Walker, L.L.P. (included in
its opinions filed as Exhibits 5 and 8 to this
Registration Statement) (16)
23.6 --Consent of Hicks, Maloof & Campbell, A Professional
Corporation (16)
23.7 --Consent of Francis A. Tarkenton (16)
24 --Power of Attorney (16)
25 --None
26 --None
27 --None
28 --None
99 --Form of Proxy Card (16)
</TABLE>
- --------
(1) Filed herewith.
(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.
<PAGE>
(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.
(7) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1994 and incorporated
herein by reference.
(8) Previously filed as an exhibit to the Registrant's Registration Statement
No. 33-62028 on Form S-4 and incorporated herein by reference.
(9) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended December 31, 1993 and incorporated
herein by reference.
(10) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1994 and incorporated
herein by reference.
(11) Previously filed as an exhibit to the Registrant's Registration Statement
No. 33-57428 on Form S-3 and incorporated herein by reference.
(16) Previously filed.
<PAGE>
Exhibit 23.3
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement on
Form S-4 of our report, which includes an explanatory paragraph about
KnowledgeWare, Inc.'s ability to continue as a going concern, dated August 31,
1994, on our audit of the financial statements of KnowledgeWare, Inc. and
Subsidiaries. We also consent to the reference to our firm under the caption
"Experts".
Atlanta, Georgia
October 27, 1994
/s/ Coopers & Lybrand L.L.P.
