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Registration Statement No. 33-53837,
Filed Pursuant to Rules 424(b)(3) and 424(c)
STERLING SOFTWARE, INC.
SUPPLEMENT TO PROSPECTUS DATED
June 21, 1994
With respect to the Prospectus covering 1,250,000 shares of Common Stock of
Sterling Software, Inc. (the "Company") filed with the Form S-3 Registration
Statement No. 33-53837:
The section entitled "Selling Stockholders" is hereby amended in its
entirety to include the following information:
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 each 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.
The table below sets forth information concerning the Common Stock owned by
the following Selling Stockholders, none of whom 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 herein:
<TABLE>
<CAPTION>
COMMON STOCK AMOUNT
OWNERSHIP OF OFFERED FOR AND
COMMON SELLING PERCENTAGE
STOCK STOCKHOLDERS' OF CLASS
SELLING PRIOR TO ACCOUNT UPON AFTER
STOCKHOLDER OFFERING (1) EXERCISE OFFERING (2)
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<S> <C> <C> <C>
Sam Wyly 1,795,954(3) 400,000 1,395,954(3)
(6.0%)
Charles J. Wyly, Jr. 1,413,590(4) 400,000 1,013,590(4)
(4.3%)
Sterling L. Williams 1,454,000(5) 325,000 1,129,000(5)
(4.8%)
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</TABLE>
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(1) Includes shares to be acquired upon exercise of Options granted under the
Plan, some of which are not exercisable within 60 days of the date of this
Prospectus Supplement.
(2) Assumes the conversion of all Options and the sale of the Common Stock
acquired thereby.
(3) Includes 700,000 shares purchasable pursuant to options not granted under
the Plan, some of which are not exercisable within 60 days of the date of
this Prospectus Supplement. Also includes 257,342 shares directly owned by
family trusts of which Sam Wyly is trustee and an aggregate of 438,612
shares held of record by two limited partnerships of which Sam Wyly is
general partner.
(4) Includes 150,000 shares purchasable pursuant to options not granted under
the Plan, all of which are exercisable within 60 days of the date of this
Prospectus Supplement. Also includes 307,016 shares directly owned by
family trusts of which Charles J. Wyly, Jr. is trustee and an aggregate of
556,574 shares held of record by two limited partnerships of which Charles
J. Wyly, Jr. is general partner.
(5) Includes 1,125,000 shares purchasable pursuant to options not granted under
the Plan, all of which are exercisable within 60 days of the date of this
Prospectus Supplement.
Sam Wyly serves as Chairman of the Board and Director of the Company.
Charles J. Wyly, Jr. serves as Vice Chairman of the Board and Director of the
Company. Sterling L. Williams serves as President, Chief Executive Officer and
Director of the Company.
The date of this Prospectus Supplement is February 9, 1995
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