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As filed with the Securities and Exchange Commission on September 10, 1998
Registration No. 333-53747
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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STERLING SOFTWARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 7372 75-1873956
(State or Other Jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or Organization) Industrial Identification
Classification Code Number) Number)
300 CRESCENT COURT, SUITE 1200
DALLAS, TEXAS 75201
(214) 981-1000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
DON J. MCDERMETT, JR., ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
STERLING SOFTWARE, INC.
300 CRESCENT COURT, SUITE 1200
DALLAS, TEXAS 75201
(214) 981-1000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
__________________
Copy to:
MARK E. BETZEN, ESQ.
JONES, DAY, REAVIS & POGUE
2300 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 220-3939
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Upon the effectiveness of this Registration Statement on June 8, 1998,
942,813 shares of common stock, par value $.10 per share ("Common Stock"), of
Sterling Software, Inc. ("Sterling Software") were registered for possible
issuance to holders of common stock, par value $.20 per share ("Mystech Common
Stock"), of Mystech Associates, Inc. ("Mystech"), pursuant to the merger (the
"Merger") of a wholly owned subsidiary of Sterling Software ("Merger Sub") with
and into Mystech pursuant to an Agreement and Plan of Merger, dated May 27,
1998, among Sterling Software, Merger Sub and Mystech (the "Merger Agreement").
The Merger was consummated on July 9, 1998. Pursuant to the Merger
Agreement, each of the 139,925 shares of Mystech Common Stock issued and
outstanding immediately prior to the effective time of the Merger (the
"Effective Time") were converted into the right to receive 5.49313 shares of
Common Stock. Accordingly, 768,574 shares of Common Stock have been issued or
continue to be issuable pursuant to the Merger.
Pursuant to Rule 478 promulgated under the Securities Act of 1933, as
amended (the "Act"), and the undertaking contained in this Registration
Statement pursuant to Item 512(a)(3) of Regulation S-K under the Act, Sterling
Software hereby removes from registration under this Registration Statement
174,239 shares of Common Stock.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Dallas, State of
Texas on September 10, 1998.
STERLING SOFTWARE, INC.
By: /s/ Don J. McDermett, Jr.
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Don J. McDermett, Jr.
Senior Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 has been signed below by the following persons in the
capacities indicated on September 10, 1998.
Signatures Title
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/s/ Sterling L. Williams* Chief Executive Officer and President; Director
- ----------------------------- (Principal Executive Officer)
Sterling L. Williams
/s/ R. Logan Wray* Senior Vice President and Chief Financial Officer
- ----------------------------- (Principal Financial and Accounting Officer)
R. Logan Wray
/s/ Sam Wyly* Chairman of the Board; Director
- -----------------------------
Sam Wyly
/s/ Charles J. Wyly, Jr.* Vice Chairman of the Board; Director
- -----------------------------
Charles J. Wyly, Jr.
/s/ Evan A. Wyly* Director
- -----------------------------
Evan A. Wyly
/s/ Phillip A. Moore* Director
- -----------------------------
Phillip A. Moore
/s/ Michael C. French* Director
- -----------------------------
Michael C. French
/s/ Donald R. Miller* Director
- -----------------------------
Donald R. Miller
/s/ Robert J. Donachie* Director
- -----------------------------
Robert J. Donachie
/s/ Alan W. Steelman* Director
- -----------------------------
Alan W. Steelman
*The undersigned, by signing his name hereto, does sign and execute this
Post-Effective Amendment No. 1 pursuant to the Powers of Attorney executed on
behalf of the above-named officers and directors and filed as Exhibit 24.1 to
this Registration Statement.
/s/ Don J. McDermett, Jr.
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Don J. McDermett, Jr.
Attorney-in-Fact
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