<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(Mark One)
(X) Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 1995
or
( ) Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from
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to
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Commission File No. 1-8465
STERLING SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1873956
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8080 North Central Expressway, Suite 1100
Dallas, Texas 75206
(Address of principal executive offices, including zip code)
(214) 891-8600
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title Shares Outstanding as of May 1, 1995
---------------------------- ------------------------------------
Common Stock, $.10 par value 23,907,128
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This Form 10-Q/A Amendment No. 1 is being filed to correct a typographical
error in Exhibit 11(c).
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this Quarterly Report
on Form 10-Q:
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<S> <C>
2(a) -- Agreement and Plan of Merger dated as of March 31, 1993 among the
Company, Systems Center, Inc. and SSI Acquisition Corporation ("SCI
Agreement and Plan of Merger") (1)
2(b) -- First Amendment to SCI Agreement and Plan of Merger (9)
2(c) -- Amended and Restated Agreement and Plan of Merger dated as of
August 31, 1994, among the company, KnowledgeWare, Inc. and SSI
Corporation ("KWI Agreement and Plan of Merger") (2)
2(d) -- Agreement dated October 11, 1994 among the Company, KnowledgeWare,
Inc. and SSI Corporation (2)
2(e) -- First Amendment to KWI Agreement and Plan of Merger (2)
3(a) -- Certificate of Incorporation of the Company (3)
3(b) -- Certificate of Amendment of Certificate of Incorporation of
the Company (9)
3(c) -- Certificate of Amendment of Certificate of Incorporation of
the Company (4)
3(d) -- Certificate of Amendment of Certificate of Incorporation of
the Company (12)
3(e) -- Restated Bylaws of the Company (5)
4(a) -- Form of Common Stock Certificate (6)
4(b) -- Form of Certificate of Designation, Preferences, Rights and
Limitations with respect to Series B Junior Preferred Stock (9)
4(c) -- Form of Indenture between the Company and Bank of America Texas,
National Association, as Trustee, including the form of 5 3/4%
Convertible Subordinated Debenture attached as Exhibit A
thereto (7)
4(d) -- Preferred Stock and Warrant Purchase Agreement dated June 25,
1991 among Systems Center, Inc. and the Investors named therein (8)
4(e) -- Warrant Agreement dated June 9, 1994 between KnowledgeWare, Inc.
and Trust Company Bank (10)
4(f) -- Supplemental Warrant Agreement dated as of November 30, 1994
between KnowledgeWare, Inc. and Trust Company Bank (10)
10(a) -- Incentive Stock Option Plan of the Company, as amended through
April 26, 1995 (12)
10(b) -- Non-Statutory Stock Option Plan of the Company, as amended through
April 26, 1995 (11)
10(c) -- Twenty-Third Amendment to Loan Agreement dated as of March 29,
1995 (12)
11(a) -- Computation of Earnings Per Share, Three Months Ended March 31,
1995 (12)
11(b) -- Computation of Earnings Per Share, Three Months Ended March 31,
1994 (12)
11(c) -- Computation of Earnings Per Share, Six Months Ended March 31,
1994 (13)
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<TABLE>
<S> <C>
15 -- None
18 -- None
19 -- None
22 -- None
23 -- None
24 -- None
27 -- Financial Data Schedule (12)
99(a) -- Gerald Caussade v. KnowledgeWare, Inc., Donald P. Addington,
------------------------------------------------------------
Francis A. Tarkenton, Sterling Software, Inc., Werner Frank and
---------------------------------------------------------------
Sterling Williams, Case No. 4-95-CV-80301. (12)
-----------------
</TABLE>
(b) Reports on Form 8-K.
On February 28, 1995, the Company filed a Current Report on Form 8-K
dated February 28, 1995, with respect to Item 5 of said form, which report
related to the Company's restatement of business segment information for each
quarter of the years 1994 and 1993.
- ----------
(1) Previously filed as an exhibit to the Company's Registration Statement
No. 33-62028 on Form S-4 and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Registration Statement
No. 33-56185 on Form S-4 and incorporated herein by reference.
(3) Previously filed as an exhibit to the Company's Registration Statement
No. 2-82506 on Form S-1 and incorporated herein by reference.
(4) Previously filed as an exhibit to the Company's Registration Statement
No. 33-69926 on Form S-8 and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company's Registration Statement
No. 33-47131 on Form S-8 and incorporated herein by reference.
(6) Previously filed as an exhibit to the Company's Registration Statement
No. 2-86825 on Form S-1 and incorporated herein by reference.
(7) Previously filed as an exhibit to the Company's Registration Statement
No. 33-57428 on Form S-3 and incorporated herein by reference.
(8) Previously filed as an exhibit to the Quarterly Report on Form 10-Q
of Systems Center, Inc. for the quarter ended June 30, 1991 and
incorporated herein by reference.
(9) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1993 and incorporated herein
by reference.
(10) Previously filed as an exhibit to the Company's Registration Statement
No. 33-56679 on Form S-3 and incorporated herein by reference.
(11) Previously filed as an exhibit to the Company's Registration Statement
No. 33-59107 on Form S-3 and incorporated herein by reference.
(12) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995.
(13) Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by
the undersigned thereunto duly authorized.
STERLING SOFTWARE, INC.
Date: May 18, 1995 /s/ Richard Connelly
-------------------------------------------
Richard Connelly
Vice President and Controller
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EXHIBIT INDEX
-------------
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<CAPTION>
Sequentially
Exhibit Numbered
No. Description Page
- ------- --------------------------------------------------------------- ------------
<S> <C> <C>
2(a) -- Agreement and Plan of Merger dated as of March 31, 1993 among
the Company, Systems Center, Inc., and SSI Acquisition
Corporation ("SCI Agreement and Plan of Merger") (1)
2(b) -- First Amendment to SCI Agreement and Plan of Merger (9)
2(c) -- Amended and Restated Agreement and Plan of Merger dated as of
August 31, 1994, among the Company, KnowledgeWare, Inc. and
SSI Corporation ("KWI Agreement and Plan of Merger") (2)
2(d) -- Agreement dated October 11, 1994 among the Company,
KnowledgeWare, Inc. and SSI Corporation (2)
2(e) -- First Amendment to KWI Agreement and Plan of Merger (2)
3(a) -- Certificate of Incorporation of the Company (3)
3(b) -- Certificate of Amendment of Certificate of Incorporation of the
Company (9)
3(c) -- Certificate of Amendment of Certificate of Incorporation of the
Company (4)
3(d) -- Certificate of Amendment of Certificate of Incorporation of the
Company (12)
3(e) -- Restated Bylaws of the Company (5)
4(a) -- Form of Common Stock Certificate (6)
4(b) -- Form of Certificate of Designation, Preferences, Rights and
Limitations with respect to Series B Junior Preferred Stock (9)
4(c) -- Form of Indenture between the Company and Bank of America Texas,
National Association, as Trustee, including the form of 5 3/4%
Convertible Subordinated Debenture attached as Exhibit A
thereto (7)
4(d) -- Preferred Stock and Warrant Purchase Agreement dated June 25, 1991
among Systems Center, Inc. and the Investors named therein (8)
4(e) -- Warrant Agreement dated June 9, 1994 between KnowledgeWare, Inc.
and Trust Company Bank (10)
4(f) -- Supplemental Warrant Agreement dated as of November 30, 1994
between KnowledgeWare, Inc. and Trust Company Bank (10)
10(a) -- Incentive Stock Option Plan of the Company, as amended through
April 26, 1995 (12)
10(b) -- Non-Statutory Stock Option Plan of the Company, as amended
through April 26, 1995 (11)
10(c) -- Twenty-Third Amendment to Loan Agreement dated as of
March 29, 1995 (12)
11(a) -- Computation of Earnings Per Share, Three Months Ended
March 31, 1995 (12)
</TABLE>
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<TABLE>
<S> <C>
11(b) -- Computation of Earnings Per Share, Three Months Ended
March 31, 1994 (12)
11(c) -- Computation of Earnings Per Share, Six Months ended
March 31, 1994 (13)
15 -- None
18 -- None
19 -- None
22 -- None
23 -- None
24 -- None
27 -- Financial Data Schedule (12)
99(a) -- Gerald Caussade v. KnowledgeWare, Inc. Donald P. Addington,
-----------------------------------------------------------
Francis A. Tarkenton, Sterling Software, Inc., Werner Frank and
---------------------------------------------------------------
Sterling Williams, Case No. 4-95-CV-80301. (12)
-----------------
</TABLE>
- ----------
(1) Previously filed as an exhibit to the Company Registration Statement
No. 33-62028 on Form S-4 and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Registration Statement
No. 33-56185 on Form S-4 and incorporated herein by reference.
(3) Previously filed as an exhibit to the Company's Registration Statement
No. 2-82506 on Form S-1 and incorporated herein by reference.
(4) Previously filed as an exhibit to the Company's Registration Statement
No. 33-69926 on Form S-8 and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company's Registration Statement
No. 33-47131 on Form S-8 and incorporated herein by reference.
(6) Previously filed as an exhibit to the Company's Registration Statement
No. 2-86825 on Form S-1 and incorporated herein by reference.
(7) Previously filed as an exhibit to the Company's Registration Statement
No. 33-57428 on Form S-3 and incorporated herein by reference.
(8) Previously filed as an exhibit to the Quarterly Report on Form 10-Q
of Systems Center, Inc. for the quarter ended June 30, 1991 and
incorporated herein by reference.
(9) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1993 and incorporated herein
by reference.
(10) Previously filed as an exhibit to the Company's Registration Statement
No. 33-56679 on Form S-3 and incorporated herein by reference.
(11) Previously filed as an exhibit to the Company's Registration Statement
No. 33-59107 on form S-3 and incorporated herein by reference.
(12) Previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1995.
(13) Filed herewith.
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<PAGE>
EXHIBIT 11(c)
Computation of Earnings Per Share, Six Months Ended March 31, 1994
<PAGE>
STERLING SOFTWARE, INC. EXHIBIT 11(c)
COMPUTATION OF EARNINGS PER SHARE
SIX MONTHS ENDED MARCH 31, 1994
(in thousands, except per share information)
<TABLE>
<CAPTION>
Fully
Primary Diluted
------- -------
<S> <C> <C>
Earnings:
Earnings applicable to common stockholders................................ $24,280 $24,280
Add: Interest expense on amounts outstanding for the 5 3/4% Convertible
Subordinated Debentures (net of applicable income taxes)........... 2,106
Interest income on investments of proceeds from assumed conversion
of options and warrants (net of applicable income taxes)........... 67 51
------- -------
$24,347 $26,437
======= =======
Shares:
Weighted average of shares outstanding.................................... 19,120 19,120
Add common shares issued on assumed exercise of options and warrants...... 7,721 7,721
Less common shares assumed repurchased.................................... (4,074) (4,074)
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22,767 22,767
=======
Common shares issued on assumed conversion of 5 3/4% Convertible
Subordinated Debentures................................................... 4,056
-------
26,823
=======
Earnings per common share:
Primary................................................................... $ 1.07
=======
Fully diluted............................................................. $ .99
=======
</TABLE>
