<PAGE>
Registration Statement No. 33-53833,
Filed Pursuant to Rules 424(b)(3) and 424(c)
STERLING SOFTWARE, INC.
SUPPLEMENT TO RESALE PROSPECTUS DATED
MAY 26, 1994
With respect to the resale prospectus covering 4,374,725 shares of
Common Stock of Sterling Software, Inc. filed with the Form S-8 Registration
Statement No. 33-53833:
The table on pages 3 and 4 of such prospectus is hereby amended in its
entirety with the following disclosure, reflecting information as of January 31,
1995 as follows:
<TABLE>
<CAPTION>
Common Stock
Offered for Amount
Ownership of Selling Percentage
Common Stock Stockholders' of Class of
Position with Prior to Account Upon after
Name the Company Offering (1) Exercise Offering (2)
- ---- ----------- ------------ -------- ------------
<S> <C> <C> <C> <C>
Warner C. Blow Executive Vice President 320,100 318,750 1,350*
Richard Connelly Vice President and 30,688 (3) 27,000 3,688 (3)*
Controller
Robert J. Donachie Director 41,100 41,000 100*
George H. Ellis Executive Vice President 332,500 (4) 272,500 60,000 (4)*
and Chief Financial
Officer
Werner L. Frank Executive Vice President, 303,187 (5) 302,000 1,187 (5)*
Business Development
Michael C. French Director 65,800 65,000 800*
Albert K. Hoover Vice President, Assistant 27,176 (6) 10,926 16,250 (6)*
Secretary and Assistant
General Counsel
James E. Jenkins, Jr. Vice President, Tax and 27,650 (7) 14,775 12,875 (7)*
Assistant Secretary
M. Gene Konopik Executive Vice President 160,012 (8) 108,000 52,012 (8)*
Jeannette P. Meier Executive Vice President, 262,725 (9) 214,150 48,575 (9)*
Secretary and General
Counsel
Phillip A. Moore Executive Vice President, 189,399 (10) 157,250 32,149 (10)*
Technology and Director
A. Maria Smith Executive Vice President 225,000 (11) 165,000 60,000 (11)*
Clive A. Smith Executive Vice President 224,963 (12) 171,850 53,113 (12)*
Geno P. Tolari Executive Vice President 250,000 (13) 150,000 100,000 (13)*
Anne Vahala Vice President, Investor 65,876 (14) 41,000 24,876 (14)*
Relations
Sterling L. Williams President, Chief Executive 1,454,000 (15) 500,000 954,000 (15)
Officer and Director (4.1%)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Common Stock
Offered for Amount
Ownership of Selling Percentage
Common Stock Stockholders' of Class of
Position with Prior to Account Upon after
Name the Company Offering (1) Exercise Offering (2)
- ---- ----------- ------------ -------- ------------
<S> <C> <C> <C> <C>
Evan A. Wyly Vice President and 92,754 40,000 52,754*
Director
</TABLE>
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* Indicates shares held are less than 1% of class.
(1) Includes shares to be acquired upon exercise of options granted under the
Plans, some of which are not exercisable within 60 days of the date of this
Prospectus Supplement.
(2) Assumes the exercise of all options granted under the Plans and the sale of
the Common Stock acquired thereby.
(3) Includes 3,688 shares purchasable pursuant to options granted under the
Company's 1992 Non-Statutory Stock Option Plan, none of which are
exercisable within 60 days of the date of this Prospectus Supplement.
(4) Includes 60,000 shares purchasable pursuant to options granted under the
Company's 1992 Non-Statutory Stock Option Plan, none of which are
exercisable within 60 days of the date of this Prospectus Supplement.
(5) Includes 90 shares held in escrow in connection with the Company's
acquisition of Knowledgeware, Inc.
(6) Includes 16,250 shares purchasable pursuant to options granted under the
Company's 1992 Non-Statutory Stock Option Plan, some of which are not
exercisable within 60 days of the date of this Prospectus Supplement.
(7) Includes 12,875 shares purchasable pursuant to options granted under the
Company's 1992 Non-Statutory Stock Option Plan, some of which are not
exercisable within 60 days of the date of this Prospectus Supplement.
(8) Includes 38,150 shares purchasable pursuant to options granted under the
Company's 1992 Non-Statutory Stock Option Plan, some of which are not
exercisable within 60 days of the date of this Prospectus Supplement, and
1,324 shares held in escrow in connection with the Company's acquisition of
Knowledgeware, Inc.
(9) Includes 43,800 shares purchasable pursuant to options granted under the
Company's 1992 Non-Statutory Stock Option Plan, some of which are not
exercisable within 60 days of the date of this Prospectus Supplement.
(10) Includes 150 shares directly held by Mr. Moore's son.
(11) Includes 60,000 shares purchasable pursuant to options granted under the
Company's 1992 Non-Statutory Stock Option Plan, some of which are not
exercisable within 60 days of the date of this Prospectus Supplement.
(12) Includes 53,113 shares purchasable pursuant to options granted under the
Company's 1992 Non-Statutory Stock Option Plan, some of which are not
exercisable within 60 days of the date of this Prospectus Supplement.
(13) Includes 100,000 shares purchasable pursuant to options granted under the
Company's 1992 Non-Statutory Stock Option Plan, some of which are not
exercisable within 60 days of the date of this Prospectus Supplement.
(14) Includes 24,876 shares purchasable pursuant to options granted under the
Company's 1992 Non-Statutory Stock Option Plan, some of which are not
exercisable within 60 days of the date of this Prospectus Supplement.
(15) Includes 625,000 shares purchasable pursuant to options granted under the
Company's 1992 Non-Statutory Stock Option Plan and 325,000 shares
purchasable pursuant to options granted under the Company's 1994 Non-
Statutory Stock Option Plan, all of which are exercisable within 60 days of
the date of this Prospectus Supplement.
The date of this Prospectus Supplement is February 9, 1995.
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