<PAGE>
Registration Statement
No. 33-62059. 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-8 Registration
Statement No. 33-62059 dated August 23, 1995, which covered an increase of
1,125,000 shares of common stock of Sterling Software, Inc. and which was
combined with Registration Statement No. 33-56683 to cover an aggregate of
4,264,633 shares:
The Prospectus is hereby amended in its entirety to include the following
information:
[This space intentionally left blank.]
<PAGE>
PROSPECTUS
4,264,633 Shares
STERLING SOFTWARE, INC.
Common Stock
This Prospectus has been prepared by Sterling Software, Inc., a Delaware
corporation (the "Company"), for use upon resale by certain officers and
directors of the Company (the "Selling Stockholders") of up to 4,264,633 shares
(the "Shares") of Common Stock, par value $0.10 per share (the "Common Stock"),
of the Company. The Selling Stockholders have acquired and/or may in the future
acquire Shares from the Company pursuant to the exercise of outstanding options
heretofore granted and options to be hereafter granted to the Selling
Stockholders pursuant to the provisions of the Company's Incentive Stock Option
Plan (as amended, the "Incentive Plan") and/or the Company's Non-Statutory Stock
Option Plan (as amended, the "Non-Statutory Plan"). Of the 4,264,633 shares of
Common Stock covered by this Prospectus, 250,000 shares are subject to the
Incentive Plan and 875,000 of such shares are subject to the Non-Statutory Plan.
The Incentive Plan and the Non-Statutory Plan are sometimes collectively
referred to herein as the "Plans."
The Shares may be sold from time to time by the Selling Stockholder or by
permitted transferrees. 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, the
Selling Stockholder or permitted transferrees 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 not receive any of the proceeds from the sales by
Selling Stockholders.
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 THE 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-8 (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 Plans. 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;
(iv) Quarterly Report on Form 10-Q/A for the quarter ended March 31,
1995;
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(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 Company will not receive any proceeds from the sale of the Common Stock
offered hereby.
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SELLING STOCKHOLDERS
The following officers and directors of the Company are eligible to receive
shares of the Company's Common Stock upon exercise of options granted under the
Plans:
<TABLE>
<CAPTION>
COMMON STOCK
OFFERED FOR
OWNERSHIP OF SELLING AMOUNT AND
COMMON STOCK STOCKHOLDERS' PERCENTAGE
POSITION WITH PRIOR TO ACCOUNT UPON OF CLASS AFTER
NAME THE COMPANY OFFERING (1) EXERCISE OFFERING (2)
- ---- ----------- ----------- -------- ------------
<S> <C> <C> <C> <C>
Warner C. Blow Executive Vice President 257,600 256,250 1,350 *
Richard Connelly Vice President and 18,844 (3) 17,000 1,844 (3)*
Controller
Robert J. Donachie Director 61,100 61,000 100 *
George H. Ellis Executive Vice President 150,000 (4) 150,000 0
and Chief Financial
Officer
Werner L. Frank Executive Vice President, 264,687 (4) 263,500 1,187 (4)*
Business Development
Michael C. French Director 95,800 (5) 65,000 30,800 (5)*
Albert K. Hoover Vice President, Assistant 20,340 (6) 7,800 12,540 (6)*
Secretary and Assistant
General Counsel
James E. Jenkins, Jr. Vice President, Tax and 19,495 (7) 12,526 6,969 (7)*
Assistant Secretary
M. Gene Konopik Executive Vice President 137,474 (8) 108,000 29,474 (8)*
Jeannette P. Meier Executive Vice President, 183,225 (9) 154,050 29,175 (9)*
Secretary and General
Counsel
Donald R. Miller, Jr. Director 70,000(10) 30,000 40,000(10)*
Phillip A. Moore Executive Vice President, 161,024(11) 128,875 32,149(11)*
Technology and Director
A. Maria Smith Executive Vice President 225,000(12) 165,000 60,000(12)*
Clive A. Smith Executive Vice President 192,938(13) 168,100 24,838(13)*
Geno P. Tolari Executive Vice President 195,313(14) 95,313 100,000(14)*
Anne Vahala Vice President, Investor 53,438(15) 41,000 12,438(15)*
Relations
Sterling L. Williams President, Chief 1,154,000(16) 200,000 954,000(16)
Executive (4.368%)
Officer and Director
</TABLE>
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<TABLE>
<CAPTION>
COMMON STOCK
OFFERED FOR
OWNERSHIP OF SELLING AMOUNT AND
COMMON STOCK STOCKHOLDERS' PERCENTAGE
POSITION WITH PRIOR TO ACCOUNT UPON OF CLASS AFTER
NAME THE COMPANY OFFERING (1) EXERCISE OFFERING (2)
- ---- ----------- ----------- -------- ------------
<S> <C> <C> <C> <C>
Evan A. Wyly Vice President and 186,440(17) 40,000 146,440(17)*
Director
</TABLE>
__________________
* 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.
(2) Assumes the exercise of all options granted under the Plans and the sale of
the Common Stock acquired thereby.
(3) Includes 1,844 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.
(4) Includes 90 shares held in escrow in connection with the Company's
acquisition of KnowledgeWare, Inc.
(5) Includes 30,000 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.
(6) Includes 12,540 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.
(7) Includes 6,969 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.
(8) Includes 24,350 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, and 1,324 shares
held in escrow in connection with the Company's acquisition of
KnowledgeWare, Inc.
(9) Includes 24,400 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.
(10) Includes 40,000 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.
(11) Includes 150 shares directly held by Mr. Moore's son.
(12) 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.
(13) Includes 24,838 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.
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(14) 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.
(15) Includes 12,438 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.
(16) 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.
(17) Includes 33,686 shares purchasable pursuant to warrants that will become
fully exercisable within 60 days of the date of this Prospectus. Also
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.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Stockholder 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 purchaser, (iii) through underwriters
or dealers who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholder or permitted transferees
and/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 transactions in the over
the counter market. Such sales may be made at prices 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 Stockholder or
permitted transferees, 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
Stockholder related thereto.
In the event of a material change in the plan of distribution disclosed in
this Prospectus, the Selling Stockholder will not be able to effect transactions
in the Shares pursuant to this
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<PAGE>
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 Coopers & Lybrand L.L.P., independent certified public accountants,
given upon authority of that firm as experts in accounting and auditing.
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
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<PAGE>
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.
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<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 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.
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TABLE OF CONTENTS
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<TABLE>
<CAPTION>
Page
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<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............... 7
</TABLE>
4,264,633 SHARES
STERLING SOFTWARE,
INC.
COMMON STOCK
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PROSPECTUS
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August 23, 1995
