<PAGE>
Registration Statement No. 33-62057.
Filed pursuant to Rules 424(b)(3) and 424(c)
STERLING SOFTWARE, INC.
SUPPLEMENT TO PROSPECTUS DATED
AUGUST 23, 1995
With respect to the Prospectus filed with the Form S-3 Registration
Statement No. 33-62057 dated August 23, 1995, which covered an increase of
350,000 shares of common stock of Sterling Software, Inc. (the "Company") and
which was combined with Registration Statement No. 33-56683 to cover an
aggregate of 4,667,763 shares:
The Prospectus is hereby amended in its entirety to include the following
information:
[This space intentionally left blank.]
<PAGE>
PROSPECTUS
4,667,763 Shares
STERLING SOFTWARE, INC.
Common Stock
This Prospectus relates to the offer and sale by Sterling Software, Inc.
("Sterling" or the "Company") of up to 4,667,763 shares (the "Shares") of the
Company's common stock, par value $0.10 per share (the "Common Stock"), issuable
by the Company upon exercise of options (the "Options") granted or to be granted
from time to time to eligible persons pursuant to the provisions of the
Company's 1992 Non-Statutory Stock Option Plan (as amended, the "Plan"). This
Prospectus also relates to the offer and sale of up to 4,667,763 Shares by
certain stockholders (the "Selling Stockholders") who will acquire such Shares
upon the exercise of Options.
The Shares may be sold from time to time by the Selling Stockholders, or by
permitted transferees. Such sales may be made on one or more exchanges,
including the New York Stock Exchange (the "NYSE"), or in the over the counter
market, or in negotiated transactions, in each case at prices and at terms then
prevailing or at prices related to the then current market price or at
negotiated prices and terms. Upon any sale of the Shares offered hereby,
Selling Stockholders or permitted transferees 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. See "Plan
of Distribution."
The Common Stock is listed for trading on the NYSE under the symbol "SSW."
On August 22, 1995, the closing price of the Common Stock on the NYSE was
$46.50. The Company will pay all expenses in connection with this offering,
which are estimated to be approximately $22,544.64.
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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 August 23, 1995.
<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, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the regional offices of
the Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and at 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such materials 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 Common Stock is listed on the NYSE. Reports, proxy
statements and other information concerning the Company can also be inspected at
the offices of the NYSE at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the offer and sale of the
Common Stock to be issued pursuant to the Plan. As permitted by the rules and
regulations of the Commission, this Prospectus omits certain of the information
contained in the Registration Statement. Copies of the Registration Statement
are available from the Public Reference Section of the Commission at prescribed
rates. Statements contained herein concerning the provisions of documents filed
with the Registration Statement 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 N. Central
Expressway, Suite 1100, Dallas, Texas 75206, and the Company's 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) Annual Report on Form 10-K (File No. 1-8465) for the year ended
September 30, 1994, as amended by Form 10-K/A Amendment No. 1;
(ii) Quarterly Report on Form 10-Q for the quarter ended December 31,
1994;
(iii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1995;
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<PAGE>
(iv) Quarterly Report on Form 10-Q/A for the quarter ended March 31,
1995;
(v) Quarterly Report on Form 10-Q for the quarter ended June 30, 1995;
(vi) Current Report on Form 8-K (File No. 1-8465) dated November 3,
1994;
(vii) Current Report on Form 8-K (File No. 1-8465) dated November 14,
1994;
(viii) Current Report on Form 8-K (File No. 1-8465) dated November 30,
1994;
(ix) Current Report on Form 8-K (File No. 1-8465) dated February 28,
1995; 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 Common Stock to be made hereunder
shall be deemed to be incorporated herein by reference and made a part hereof
from the date of filing of such documents. Any statement contained herein or 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 therein or in any other
subsequently filed document that 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 by reference (other
than exhibits to such documents, unless such exhibits 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 proceeds derived from this sale of Common Stock offered hereby shall
constitute general funds of the Company.
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<PAGE>
SELLING STOCKHOLDERS
This Prospectus covers the purchase from the Company of up to
4,667,763 Shares 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 Shares to be acquired by certain holders of Options upon the exercise
thereof.
The Board of Directors of the Company (the "Board") or a Stock Option
Committee appointed by the Board, subject to the provisions of the Plan, will
determine from time to time (i) the individuals, from among the Company's full
time employees and key advisors, including directors, to whom Options will be
granted, (ii) the number of shares of Common Stock to be covered by each Option
and (iii) the purchase price of Common Stock subject to each Option, which may
be equal to, less than or greater than the fair market value of the Common Stock
on the date of grant. Unless sooner terminated by action of the Board, the Plan
will terminate on March 31, 2002, 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, except as noted herein:
<TABLE>
<CAPTION>
COMMON STOCK
OFFERED FOR
OWNERSHIP OF SELLING AMOUNT AND
COMMON STOCK STOCKHOLDERS' PERCENTAGE
PRIOR TO ACCOUNT UPON OF CLASS AFTER
NAME OFFERING (1) EXERCISE OFFERING (2)
- ----------------------- ---------------- ------------- ------------------
<S> <C> <C> <C>
Richard Connelly 18,844 (3) 1,844 17,000 (3)(*)
Robert E. Cook 39,209 (4) 30,000 9,209 (4)(*)
Greenbriar Limited 500,000 500,000 -0- (*)
Michael C. French 95,800 (5) 30,000 65,800 (5)(*)
Albert K. Hoover 20,340 (6) 12,540 7,800 (6)(*)
James E. Jenkins, Jr. 19,495 (7) 6,969 12,526 (7)(*)
Jeannette P. Meier 183,225 (8) 24,400 158,825 (8)(*)
Donald R. Miller, Jr. 70,000 (9) 40,000 30,000 (9)(*)
Quayle Limited 333,000 333,000 -0- (*)
Sarnia Investments 167,000 167,000 -0- (*)
Limited
Clive A. Smith 192,938(10) 24,838 168,100 (10)(*)
A. Maria Smith 225,000(11) 60,000 165,000 (11)(*)
</TABLE>
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<TABLE>
<CAPTION>
COMMON STOCK
OFFERED FOR
OWNERSHIP OF SELLING AMOUNT AND
COMMON STOCK STOCKHOLDERS' PERCENTAGE
PRIOR TO ACCOUNT UPON OF CLASS AFTER
NAME OFFERING (1) EXERCISE OFFERING (2)
- ----------------------- ---------------- ------------- ------------------
<S> <C> <C> <C>
Geno P. Tolari 195,313 (12) 100,000 95,313 (12)(*)
Anne Vahala 53,438 (13) 12,438 41,000 (13)(*)
Sterling L. Williams 1,154,000 (14) 625,000 529,000 (14)
(4.368%)
Charles J. Wyly, Jr. 1,548,273 (15) 150,000 1,398,273 (15)
(4.997%)
Evan A. Wyly 186,440 (16) 60,000 126,440 (16)(*)
Sam Wyly 1,896,965 (17) 700,000 1,196,965 (17)
(7.194%)
</TABLE>
- ------------------
* Indicates shares held are less than 1% of class.
(1) Based on ownership as of August 21, 1995. 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.
(2) Based on 25,265,705 shares of Common Stock outstanding as of August 21,
1995. Assumes the exercise of all Options granted under the Plan, the
exercise of which is covered by this Prospectus, and the sale of the Shares
acquired thereby.
(3) Includes 17,000 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.
(4) Includes 2,709 shares purchasable pursuant to options not granted under the
Plan, all of which are exercisable within 60 days of the date of this
Prospectus.
(5) Includes 65,000 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.
(6) Includes 7,800 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.
(7) Includes 12,526 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.
(8) Includes 154,050 shares purchasable pursuant options not granted under the
Plan, some of which are not exercisable within 60 days of the date of this
Prospectus.
(9) Includes 30,000 shares purchasable pursuant options not granted under the
Plan, some of which are not exercisable within 60 days of the date of this
Prospectus.
(10) Includes 168,100 shares purchasable pursuant options not granted under the
Plan, some of which are not exercisable within 60 days of the date of this
Prospectus.
(11) Includes 165,000 shares purchasable pursuant options not granted under the
Plan, some of which are not exercisable within 60 days of the date of this
Prospectus.
(12) Includes 95,313 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.
(13) Includes 41,000 shares purchasable pursuant to options not granted under
the Plan, none of which are exercisable within 60 days of the date of this
Prospectus.
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(14) Includes 529,000 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.
(15) Includes 307,016 shares directly owned by family trusts of which Charles J.
Wyly, Jr. is trustee. Also includes 556,574 shares held of record by two
limited partnerships of which Charles J. Wyly, Jr. is general partner.
Also includes 400,000 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. Also includes 134,683 shares purchasable pursuant
to warrants owned by family trusts of which Charles J. Wyly, Jr., is
trustee, all of which are exercisable within 60 days of the date of this
Prospectus.
(16) Includes 40,000 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. Also includes 33,686 shares purchasable pursuant to
warrants that are fully exercisable within 60 days of the date of this
Prospectus.
(17) Includes 257,342 shares directly owned by family trusts of which Sam Wyly
is trustee. Also includes 438,612 shares held of record by two limited
partnerships of which Sam Wyly is general partner. Also includes 400,000
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.
Also includes 101,011 shares purchasable pursuant to warrants owned by
family trusts of which Sam Wyly is trustee, all of which are exercisable
within 60 days of the date of this Prospectus.
Richard Connelly serves as Vice President and Controller of the Company.
Robert E. Cook is a Director of the Company. George H. Ellis serves as
Executive Vice President and Chief Financial Officer of the Company. Albert K.
Hoover serves as Vice President, Assistant Secretary and Assistant General
Counsel of the Company. James E. Jenkins, Jr. serves as Vice President, Tax,
and Assistant Secretary of the Company. Jeannette P. Meier serves as Executive
Vice President, Secretary and General Counsel of the Company. Donald R. Miller,
Jr. serves as a Director of the Company. Geno P. Tolari serves as Executive
Vice President of the Company. Anne Vahala serves as Vice President, Corporate
Communications, of the Company. Sterling L. Williams serves as President, Chief
Executive Officer and Director of the Company. Charles J. Wyly, Jr. serves as
Vice Chairman of the Board. Sam Wyly serves as Chairman of the Board.
PLAN OF DISTRIBUTION
The Shares may be issued to the Selling Stockholders from time to time by
the Company upon exercise of the Options. The Shares may be sold from time to
time by any of the Selling Stockholders, or permitted transferees. The Shares
may be disposed of from time to time in one or more transactions through any one
or more of the following: (i) to purchasers directly, (ii) in ordinary brokerage
transactions and transactions in which the broker solicits purchasers, (iii)
through underwriters or dealers who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholders
or such permitted transferees/or from the purchasers of the Shares for whom they
may act as agent, (iv) the writing of options on the Shares, (v) the pledge of
the Shares as security for any loan or obligation, including pledges to brokers
or dealers who may, from time to time, themselves effect distributions of the
Shares or interests therein, (vi) purchases by a broker or dealer as principal
and resale by such broker or dealer for its own account pursuant to this
Prospectus, (vii) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction and (viii) an exchange
distribution in accordance with the rules of such exchange, including the NYSE,
or in transactions in the over the counter market. Such sales may be made at
prices
6
<PAGE>
and at terms then prevailing or at prices related to the then current market
price or at negotiated prices and terms. In effecting sales, brokers or dealers
may arrange for other brokers or dealers to participate. The Selling
Stockholders or such successors in interest, and any underwriters, brokers,
dealers or agents that participate in the distribution of the Shares, may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
profit on the sale of the Shares by them and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents may be
deemed to be underwriting commissions or discounts under the Securities Act.
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 Common Stock
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
appearing in Sterling's Annual Report on Form 10-K for the year ended September
30, 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 year ended September 30, 1992, is based in part on the
report of Arthur Andersen LLP, independent public accountants. Such
consolidated financial statements 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 in reliance on the report, which includes an
explanatory paragraph about KnowledgeWare, Inc.'s ability to continue as a going
concern, of Cooper's & Lybrand, L.L.P. independent public accountants, given
upon authority of that firm as experts in accounting and auditing.
7
<PAGE>
INDEMNIFICATION
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.
8
<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
to any person or by anyone 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 any implication that the
information contained herein is correct as of any date subsequent to the date
hereof.
----------------------------------------
TABLE OF CONTENTS
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<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...... 2
Incorporation of Certain
Documents by Reference.. 2
Use of Proceeds............ 3
Selling Stockholders....... 4
Plan of Distribution....... 6
Legal Matters.............. 7
Experts.................... 7
Indemnification............ 8
</TABLE>
4,667,763 SHARES
STERLING SOFTWARE,
INC.
COMMON STOCK
--------------------------------
PROSPECTUS
---------------------------------
August 23, 1995
