<PAGE>
As filed with the Securities and Exchange Commission on September 2, 1999
Registration No. 333-60473
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE Securities Act OF 1933
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 Industrial Classification Identification
Organization) 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
2727 North Harwood Street
Dallas, Texas 75201-1515
(214) 220-3939
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Upon the effectiveness of this registration statement on August 12, 1998,
2,603,040 shares (the "Shares") of common stock of Sterling Software, Inc. were
registered for possible sale from time to time by the selling stockholders named
herein. Sterling Software's obligation to maintain the effectiveness of this
registration expired on July 31, 1999.
Pursuant to the undertaking contained in this registration statement
pursuant to Item 512(a)(3) of Regulation S-K, Sterling Software hereby removes
from registration under this registration statement all of the Shares that have
not previously been sold pursuant to this registration statement.
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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 2, 1999.
STERLING SOFTWARE, INC.
By: /s/ Don J. McDermett, Jr.
---------------------------------------------
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 2, 1999.
Signatures Title
---------- -----
/s/ * Chief Executive Officer and President; Director
- ---------------------- (Principal Executive Officer)
Sterling L. Williams
/s/ * Senior Vice President and Chief Financial Officer
- ---------------------- (Principal Financial and Accounting Officer)
R. Logan Wray
/s/ * Chairman of the Board; Director
- ----------------------
Sam Wyly
/s/ * Vice Chairman of the Board; Director
- ----------------------
Charles J. Wyly, Jr.
/s/ * Director
- ----------------------
Evan A. Wyly
/s/ * Director
- ----------------------
Phillip A. Moore
/s/ * Director
- ----------------------
Michael C. French
/s/ * Director
- ----------------------
Donald R. Miller
/s/ * Director
- ----------------------
Robert J. Donachie
/s/ * 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.
--------------------------------
Don J. McDermett, Jr.
Attorney-in-Fact
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