<PAGE>
As filed with the Securities and Exchange Commission on November 4, 1994
Registration No. 33-54961
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
PRE-EFFECTIVE
AMENDMENT NO. 2
TO
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)
----------------
JEANNETTE P. MEIER, ESQ. With a copy to:
Executive Vice President, CHARLES D. MAGUIRE, JR., ESQ.
Secretary and General Counsel Jackson & Walker, L.L.P.
Sterling Software, Inc. 901 Main Street
8080 North Central Expressway Suite 6000
Suite 1100 Dallas, Texas 75202
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 in connection with
dividend or interest reinvestment plans, check the following box. [X]
----------------
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
306,513 Shares
STERLING SOFTWARE, INC.
Common Stock
Pursuant to an Agreement and Plan of Merger dated as of August 1, 1994 (the
"Merger Agreement"), Sterling Software, Inc.(the "Company") acquired American
Business Computer Company, a Michigan corporation ("ABCC"), through the merger
(the "Merger") of a wholly owned subsidiary of the Company with and into ABCC.
This Prospectus relates to the offer and sale of 306,513 shares (the "Shares")
of common stock, par value $.10 per share ("Common Stock"), of the Company that
were acquired pursuant to the Merger by the former stockholders of ABCC (the
"Selling Stockholders"). See "Selling Stockholders." The Selling Stockholders
directly, through agents designated from time to time, or through dealers or
underwriters also to be designated, may sell the Shares from time to time on
terms to be determined at the time of sale. See "Plan of Distribution."
The Common Stock is listed for trading on the New York Stock Exchange and
the Shares 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
such exchange, at such prices and upon such terms as may be obtainable.
Upon any sale of the Shares offered hereby, 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 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.
The Company will pay all expenses incurred in connection with this
offering, which are estimated to be approximately $18,200.00.
On November 3, 1994, the closing price of the Common Stock on the New
York Stock Exchange was $31 1/4.
----------------
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, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices 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 material 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 Company's shares of Common Stock are listed on
the New York Stock Exchange. Reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the New York
Stock Exchange 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 at such
address 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) Current Report on Form 8-K (File No. 1-8465) dated November 15,
1993, filed November 16, 1993;
(ii) Annual Report on Form 10-K (File No. 1-8465) for the year ended
September 30, 1993, as amended by Form 10-K/A Amendment No. 1, filed
January 26, 1994;
(iii) Quarterly Report on Form 10-Q (File No. 1-8465) for the quarter
ended December 31, 1993;
-2-
<PAGE>
(iv) Quarterly Report on Form 10-Q (File No. 1-8465) for the quarter
ended March 31, 1994, as amended by Form 10-Q/A Amendment No. 1,
filed May 16, 1994;
(v) Current Report on Form 8-K (File No. 1-8465) dated July 31, 1994,
filed August 2, 1994;
(vi) Current Report on Form 8-K (File No. 1-8465) dated August 1, 1994,
filed August 2, 1994;
(vii) Quarterly Report on Form 10-Q (File No. 1-8465) for the quarter
ended June 30, 1994;
(viii) Current Report on Form 8-K (File No. 1-8465) dated August 31, 1994,
filed September 2, 1994;
(ix) Current Report on Form 8-K (File No. 1-8465) dated November 3,
1994, filed November 3, 1994; and
(x) 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.
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 Shares to be made hereunder shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing thereof. Any statement contained 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 in any other subsequently filed document which 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 or in the Registration
Statement by reference (other than exhibits and schedules thereto, unless such
exhibits or schedules 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 proceeds from the sale of the Shares
offered hereby.
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. Set
forth below are the names of each Selling Stockholder, the number of shares of
Common Stock owned as of November 1, 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
-3-
<PAGE>
Stockholders from time to time. Neither 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) 137,931 137,931 - 0 -
Alfredo Kimba Vasquez(1) 168,582 168,582 - 0 -
</TABLE>
- -----------------------
(1) Former director, executive officer and shareholder of American Business
Computer Company.
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 the Selling Stockholders received the
Shares listed in the table above 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 the Selling Stockholders. The Company will not receive any of the
proceeds from the sale of the Shares by the Selling Stockholders.
PLAN OF DISTRIBUTION
The Shares offered hereby 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 Shares 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 Shares for whom they may act as agent. To the best of the
Company's knowledge, neither of the Selling Stockholders has a present agreement
with any underwriters, dealers or agents to underwrite or sell his Shares. The
Selling Stockholders and any underwriters, dealers or agents that participate in
the distribution of the Shares may be deemed to be underwriters, and any profit
on the sale of the Shares 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. The Company,
however, understands that the Selling Stockholders do not admit that they are
underwriters within the meaning of the Securities Act.
The Shares may be disposed of from time to time in one or more
transactions, by sales of the Shares or the rights thereto, by the writing
of options on the Shares,
-4-
<PAGE>
or the granting of pledges thereon, all at fixed offering prices, which may be
changed, or at varying prices determined at the time of sale or at negotiated
prices. The Selling Stockholders may effect these transactions by selling the
Shares to or through broker-dealers or by pledges of the Shares to broker-
dealers who themselves may effect, from time to time, distributions of the
Shares or interests therein. The Company will pay all of the expenses incident
to the offering and sale of the Shares to the public other than underwriting
discounts or commissions, brokers' fees and the fees and expenses of any counsel
to the Selling Stockholders related thereto.
In the event of a material change in the plan of distribution disclosed in
this Prospectus, the Selling Stockholders will not be able to effect
transactions in the Shares pursuant to this Prospectus until such time as a
post-effective amendment to the Registration Statement is filed with, and
declared effective by, the Commission.
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 LLP, independent auditors,
as set forth in their report 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 LLP, 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.
The consolidated financial statements of KnowledgeWare, Inc. and
subsidiaries as of June 30, 1994 and 1993 and for each of the three years in the
period ending June 30, 1994 incorporated by reference in this Prospectus have
been incorporated herein on the report, which includes an explanatory paragraph
about KnowledgeWare, Inc.'s ability to continue as a going concern, of Coopers &
Lybrand L.L.P., independent certified public accountants, given upon authority
of that firm as experts in accounting and auditing.
-5-
<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 other than registered securities to which it relates, or an offer to
or a solicitation of any person 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 an 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...................................................... 5
Experts............................................................ 5
</TABLE>
306,513 SHARES
STERLING SOFTWARE,
INC.
COMMON STOCK
--------------------------------
PROSPECTUS
---------------------------------
November __, 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:
Registration Fee.................... $ 2,727.97
Printing and Engraving Expenses..... 500.00
Accounting Fees and Expenses........ 7,000.00
Legal Fees and Expenses............. 7,000.00
Miscellaneous....................... 972.03
Total............................... $18,200.00
=========
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.
Exhibit
Number Description of Exhibit
- -------- ----------------------
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./(6)/
8 None.
12 None.
15 None.
23.1 Consent of Ernst & Young LLP. /(7)/
23.2 Consent of Arthur Andersen LLP./(7)/
23.3 Consent of Jackson & Walker, L.L.P. (included in its opinion filed as
Exhibit 5 to this Registration Statement)./(6)/
23.4 Consent of Coopers & Lybrand L.L.P./(7)/
24 Power of Attorney. /(6)/
25 None.
26 None.
II-2
<PAGE>
27 None.
28 None.
99 Agreement of Merger dated as of August 1, 1994, among the Registrant,
Sterling Acquisition, Inc., American Business Computer Company
("ABCC") and the Shareholders of ABCC.(6)
- ------------
(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.
(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 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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
II-4
<PAGE>
(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 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>
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 Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Dallas, State of Texas on the 3rd day of
November, 1994.
STERLING SOFTWARE, INC.
By:/s/ Jeannette P. Meier
----------------------------------
Jeannette P. Meier
Executive Vice President
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
President, Chief
Executive Officer
Sterling L. Williams * and Director November 3, 1994
- --------------------------- (Principal Executive Officer)
Sterling L. Williams
Executive Vice President
and Chief
George H. Ellis * Financial Officer November 3, 1994
- -------------------------- (Principal Financial and
George H. Ellis Accounting Officer)
Sam Wyly * Chairman of the November 3, 1994
- -------------------------- Board of Directors
Sam Wyly
Vice Chairman of the
- -------------------------- Board of Directors
Charles J. Wyly, Jr.
Evan A. Wyly * Director November 3, 1994
- --------------------------
Evan A. Wyly
Michael C. French * Director November 3, 1994
- --------------------------
Michael C. French
Robert J. Donachie * Chairman of the Audit November 3, 1994
- -------------------------- Committee and Director
Robert J. Donachie
Executive Vice President,
- -------------------------- Technology and Director
Phillip A. Moore
Director
- --------------------------
Robert E. Cook
Donald R. Miller, Jr. * Director November 3, 1994
- --------------------------
Donald R. Miller, Jr.
*By:/s/ Jeannette P. Meier
----------------------
Jeannette P. Meier
Attorney-in-Fact
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./(6)/
8 None.
12 None.
15 None.
23.1 Consent of Ernst & Young LLP. /(7)/
23.2 Consent of Arthur Andersen LLP. /(7)/
23.3 Consent of Jackson & Walker, L.L.P. (included in its opinion filed
as Exhibit 5 to this Registration Statement)./(6)/
23.4 Consent of Coopers & Lybrand L.L.P./(7)/
24 Power of Attorney /(6)/
25 None.
26 None.
27 None.
28 None.
99 Agreement of Merger dated as of August 1, 1994, among the Registrant,
Sterling Acquisition, Inc., American Business Computer Company ("ABCC")
and the Shareholders of ABCC./(6)/
- ------------
</TABLE>
II-8
<PAGE>
(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.
(7) Filed herewith.
349965.01/D
II-9
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
Pre-Effective Amendment No. 2 to the Registration Statement (Form S-3)
pertaining to the registration of 306,513 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.
Dallas, Texas
November 4, 1994
/s/ Ernst & Young LLP
Ernst & Young LLP
<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.
Washington, D.C.
November 4, 1994
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 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".
/s/ Coopers & Lybrand L.L.P.
Atlanta, Georgia Coopers & Lybrand L.L.P.
November 3, 1994
