SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(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 Organization) (I.R.S. Employer Identification no.)
300 Crescent Court 75201
Suite 1200 (Zip Code)
Dallas, Texas
(Address of Principal Executive Offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
please check the following please check the following
box. [x] 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
- ------------------- ------------------------------
PREFERRED STOCK PURCHASE NEW YORK STOCK EXCHANGE
RIGHTS
Securities to be registered pursuant to Section 12(g) of the Act:
NOT APPLICABLE
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Effective as of February 14, 2000, the Rights Agreement, dated
as of December 18, 1996, as amended by the First Amendment to Rights
Agreement, dated as of March 12, 1998 (the "Rights Agreement"), by and
between Sterling Software, Inc., a Delaware corporation (the "Company"),
and BankBoston N.A., a national banking association formerly known as The
First National Bank of Boston, as Rights Agent, was amended (the "Second
Amendment to Rights Agreement") in order to, among other things, (i)
prevent each of Computer Associates International, Inc., a Delaware
corporation ("Parent"), and Silversmith Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of Parent ("Merger Subsidiary"),
from becoming an Acquiring Person (as defined in the Rights Agreement) or a
Beneficial Owner of Common Shares (each as defined in the Rights Agreement)
and (ii) prevent a Distribution Date, Flip-in Event, Flip-over Event, Share
Acquisition Date or Triggering Event (each as defined in the Rights
Agreement) from occurring, in each case as a result of (a) the execution of
the Agreement and Plan of Merger, dated as of February 14, 2000 (the
"Merger Agreement"), by and among Parent, Merger Subsidiary, and the
Company, (b) the public or other announcement of the merger provided for in
the Merger Agreement (the "Merger"), (c) the public or other announcement
of the exchange offer provided for in the Merger Agreement (the "Exchange
Offer"), (d) the commencement of the Exchange Offer, (e) the consummation
of the Exchange Offer, (f) the consummation of the Merger or (g) the
consummation of any other transaction contemplated by the Merger Agreement
or the tender agreement, dated as of February 14, 2000, by and among Merger
Subsidiary and certain stockholders of the Company listed on the signature
pages thereto.
A copy of the Second Amendment to Rights Agreement is attached
hereto as Exhibit 1 and is incorporated herein by reference. The foregoing
description of the Second Amendment to Rights Agreement does not purport to
be complete and is qualified in its entirety by reference to the Second
Amendment to Rights Agreement. Capitalized terms used herein and not
otherwise defined have the meanings ascribed to them in the Registration
Statement on Form 8-A to which this Form 8-A/A relates.
ITEM 2. EXHIBITS.
1. Second Amendment, dated as of February 14, 2000, to the
Rights Agreement, dated as of December 18, 1996, as
amended by the First Amendment to Rights Agreement, dated
as of March 12,1998 (the "Rights Agreement"), by and
between Sterling Software, Inc., a Delaware corporation,
and BankBoston N.A., a national banking association
formerly known as The First National Bank of Boston, as
Rights Agent.
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.
Date: February 17, 2000 By: /s/ Don J. McDermett, Jr.
_______________________________
Name: Don J. McDermett, Jr.
Title: Senior Vice President and
General Counsel
Exhibit 1
SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT (this "Amendment"), dated as of February 14, 2000,
to the Rights Agreement, dated as of December 18, 1996, as amended by the
First Amendment to Rights Agreement, dated as of March 12, 1998 (as
amended, the "Rights Agreement"), by and between Sterling Software, Inc., a
Delaware corporation (the "Company"), and BankBoston, N.A., a national
banking association formerly known as The First National Bank of Boston, as
Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth in the Rights Agreement and this Amendment, the
parties hereby agree as follows:
1. Section 1(a) of the Rights Agreement is amended by adding the
following at the end of said Section:
"Notwithstanding the foregoing or any provision to the contrary
contained in this Agreement, none of Computer Associates
International, Inc., a Delaware corporation ("Parent"),
Silversmith Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Parent ("Sub"), and their Affiliates
shall be deemed to be an Acquiring Person by reason of (I) the
execution of the Agreement and Plan of Merger, dated as of
February 14, 2000 (the "Merger Agreement," which term shall
include any amendments thereto) by and among the Company,
Parent and Sub, the public or other announcement of the merger
provided for in the Merger Agreement (the "Merger"), the public
or other announcement of the exchange offer provided for by the
Merger Agreement (the "Offer"), the commencement of the Offer,
the consummation of the Offer, the consummation of the Merger
or the consummation of any other transaction contemplated by
the Merger Agreement or (II) the execution of the Tender
Agreement, dated as of February 14, 2000, by and among certain
stockholders of the Company and Sub (the "Tender Agreement").
2. Section 1(c)(i) of the Rights Agreement is amended by adding the
following at the end of said Section:
"Notwithstanding the foregoing or any provision to the contrary
contained in this Agreement, neither Parent, Sub nor any of
their Affiliates shall be deemed the "Beneficial Owner" or be
deemed to "beneficially own" any Common Shares acquired as a
result of the consummation of the Offer, the Merger or any
other transaction contemplated by the Merger Agreement or the
Tender Agreement."
3. Section 1(c)(ii) of the Rights Agreement is amended by adding the
following at the end of said Section:
"Notwithstanding the foregoing or any provision to the contrary
contained in this Agreement, neither Parent, Sub nor any of
their Affiliates shall be deemed the "Beneficial Owner" or be
deemed to "beneficially own" any Common Shares acquired as a
result of the consummation of the Offer, the Merger or any
other transaction contemplated by the Merger Agreement or the
Tender Agreement."
4. Section 1(c)(iii) of the Rights Agreement is amended by adding the
following at the end of said Section:
"Notwithstanding the foregoing or any provision to the contrary
contained in this Agreement, neither Parent, Sub nor any of
their Affiliates shall be deemed the "Beneficial Owner" or be
deemed to "beneficially own" any Common Shares acquired as a
result of the consummation of the Offer, the Merger or any
other transaction contemplated by the Merger Agreement or the
Tender Agreement."
5. Section 1(h) of the Rights Agreement is amended by adding the
following at the end of said Section:
"Notwithstanding the foregoing or any provision to the contrary
contained in this Agreement, a Distribution Date shall not
occur by reason of the execution of the Merger Agreement, the
public or other announcement of the Merger, the public or other
announcement of the Offer, the commencement of the Offer, the
consummation of the Offer, the consummation of the Merger or
the consummation of any other transaction contemplated by the
Merger Agreement or the Tender Agreement."
6. Section 1(l) of the Rights Agreement is amended by adding the
following at the end of said Section:
"Notwithstanding any provision to the contrary contained in
this Agreement, a Flipin Event shall not occur by reason of the
execution of the Merger Agreement, the public or other
announcement of the Merger, the public or other announcement of
the Offer, the commencement of the Offer, the consummation of
the Offer, the consummation of the Merger or the consummation
of any other transaction contemplated by the Merger Agreement
or the Tender Agreement."
7. Section 1(m) of the Rights Agreement is amended by adding the
following at the end of said Section:
"Notwithstanding any provision to the contrary contained in
this Agreement, a Flipover Event shall not occur by reason of
the execution of the Merger Agreement, the public or other
announcement of the Merger, the public or other announcement of
the Offer, the commencement of the Offer, the consummation of
the Offer, the consummation of the Merger or the consummation
of any other transaction contemplated by the Merger Agreement
or the Tender Agreement."
8. Section 1(z) of the Rights Agreement is amended by addition the
following at the end of said Section:
"Notwithstanding the foregoing or any provision to the contrary
contained in this Agreement, a Share Acquisition Date shall not
occur by reason of the execution of the Merger Agreement, the
public or other announcement of the Merger, the public or other
announcement of the Offer, the commencement of the Offer, the
consummation of the Offer, the consummation of the Merger or
the consummation of any other transaction contemplated by the
Merger Agreement or the Tender Agreement."
9. Section 1(ac) of the Rights Agreement is amended by adding the
following at the end of said Section:
"Notwithstanding any provision to the contrary contained in
this Agreement, a Triggering Event shall not occur by reason of
the execution of the Merger Agreement, the public or other
announcement of the Merger, the public or other announcement of
the Offer, the consummation of the Offer, the commencement of the
Offer, the consummation of the Merger or the consummation of
any other transaction contemplated by the Merger Agreement or
the Tender Agreement."
10. Section 26(b) of the Rights Agreement is amended by deleting the
address of the Rights Agent and replacing such address with the following
language:
BankBoston, N.A.
c/o Equisene Limited Partnership
150 Royall Street
Canton, Massachusetts 02021
Attention: Client Services
11. The term "Agreement" as used in the Rights Agreement shall be
used to refer to the Rights Agreement as amended hereby.
12. The foregoing amendment shall be effective as of February 14,
2000, and except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
13. This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of this 14th day of February 2000.
STERLING SOFTWARE, INC.
By: /s/ Don J. McDermett, Jr.
______________________________
Name: Don J. McDermett, Jr.
Title: Senior Vice President and
General Counsel
BANKBOSTON, N.A.
By: /s/ Katherine Anderson
______________________________
Name: Katherine Anderson
Title: Managing Director
