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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
STERLING SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1873956
(State of Incorporation or (IRS Employer
organization) Identification No.)
8080 NORTH CENTRAL EXPRESSWAY
SUITE 1100
DALLAS, TEXAS 75206
(Address of principal executive offices) (Zip Code)
If this form relates to the
registration of a class If this form relates to the registration
of debt securities and of a class of debt securities and is to
effective upon filing of a class of debt securities and is to
pursuant to General become effective simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent registration
the following box. [ ] statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NOT APPLICABLE
(Title of Class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On December 18, 1996 the Board of Directors of Sterling Software, Inc. (the
"Company") declared a dividend distribution of one right (a "Right") for each
share of Common Stock, par value $0.10 per share (the "Common Shares"), of the
Company outstanding at the close of business on December 31, 1996 (the "Record
Date"), pursuant to the terms of a Rights Agreement, dated as of December 18,
1996 (the "Rights Agreement"), between the Company and The First National Bank
of Boston, as Rights Agent. The Rights Agreement also provides, subject to
specified exceptions and limitations, that Common Shares issued or delivered
from the Company's treasury after the Record Date will be entitled to and
accompanied by Rights. The Rights are in all respects subject to and governed
by the provisions of the Rights Agreement, a copy of which (including all
exhibits thereto) is filed as Exhibit 1 hereto and incorporated herein by this
reference. A summary description of the Rights is set forth in Exhibit C to the
Rights Agreement.
ITEM 2. EXHIBITS.
Exhibit
Number Exhibit
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1 Rights Agreement (including a Form of Certificate of
Designations of Series A Junior Participating Preferred
Stock as Exhibit A thereto, a Form of Right Certificate as
Exhibit B thereto and a Summary of Rights to Purchase
Preferred Stock as Exhibit C thereto) (incorporated by
reference to Exhibit 1 to the Company's Current Report on
Form 8-K, dated December 18, 1996 (the "Form 8-K"))
2 Form of letter to stockholders, to be dated December 31,
1996 (incorporated by reference to Exhibit 2 to the Form 8-
K)
3 Press release, dated December 18, 1996 (incorporated by
reference to Exhibit 3 to the Form 8-K)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
STERLING SOFTWARE, INC.
By: /s/ Don J. McDermett, Jr.
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Don J. McDermett, Jr.
Vice President, Legal
Dated: December 18, 1996
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- - ------- -------
1 Rights Agreement (including a Form of Certificate of Designations of
Series A Junior Participating Preferred Stock as Exhibit A thereto, a
Form of Right Certificate as Exhibit B thereto and a Summary of
Rights to Purchase Preferred Stock as Exhibit C thereto)
(incorporated by reference to Exhibit 1 to the Company's Current
Report on Form 8-K, dated December 18, 1996 (the "Form 8-K"))
2 Form of letter to stockholders, to be dated December 31, 1996
(incorporated by reference to Exhibit 2 to the Form 8-K)
3 Press release, dated December 18, 1996 (incorporated by reference
to Exhibit 3 to the Form 8-K)
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