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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) March 7, 1996
STERLING SOFTWARE, INC.
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
Delaware 1-8465 75-1873956
(State of (Commission (IRS Employer
incorporation) File Number) Identification No.)
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8080 North Central Expressway, Suite 1100, Dallas, Texas 75206
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (214) 891-8600
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Item 5. Other Events
Subsidiary Initial Public Offering
As previously reported by Sterling Software, Inc. ("Sterling Software") in
its Quarterly Report on Form 10-Q for the period ended December 31, 1995 (the
"Form 10-Q"), Sterling Commerce, Inc. ("SCI"), a subsidiary of Sterling
Software, filed a Registration Statement with the Securities and Exchange
Commission for the purpose of effecting an initial public offering (the
"Offering") of up to 13,800,000 shares (the "Shares") of common stock, par value
$.01 per share, of SCI ("SCI Common Stock"). On March 7, 1996, Sterling
Software and SCI entered into agreements (the "Underwriting Agreements") with
Alex. Brown & Sons Incorporated, Bear, Stearns & Co., Inc. and The Chicago
Corporation, as representatives of the several underwriters named in the
Underwriting Agreements, to effect the Offering, on a firm commitment basis, at
the initial public offering price of $24.00 per Share. In the Offering,
10,200,000 Shares are being sold by Sterling Software and 1,800,000 Shares are
being sold by SCI. Sterling Software has granted the underwriters options to
purchase up to 1,800,000 additional Shares for the purpose of covering over-
allotments. The Shares have been approved for listing and trading on the New
York Stock Exchange under the symbol "SE".
Following completion of the Offering, Sterling Software would own
approximately 84.0% of the outstanding shares of SCI Common Stock (approximately
81.6% if the over-allotment options granted to the underwriters are exercised in
full). The Offering is expected to be completed on March 13, 1996. Sterling
Software presently intends to use the net proceeds that it will receive upon the
completion of the Offering for working capital and other general corporate
purposes, including, but not limited to, possible acquisitions of software
assets and companies.
Acceleration of Stock Options
As previously reported in the Form 10-Q, Sterling Software has approved the
acceleration of substantially all outstanding options granted under Sterling
Software's existing stock option plans, effective as of the completion of the
Offering. If all options and warrants to purchase Sterling Software's common
stock ("SSW Common Stock") outstanding at February 29, 1996 were exercised,
approximately 7,365,000 additional shares of SSW Common Stock would be issued
and outstanding, with resulting proceeds to Sterling Software of approximately
$239,686,000. There can be no assurance, however, as to whether or when any of
such options or warrants will be exercised.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
STERLING SOFTWARE, INC.
By /s/ JEANNETTE P. MEIER
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Jeannette P. Meier
Executive Vice President, Secretary and
General Counsel
Date: March 7, 1996
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