<PAGE> 1
As filed with the Securities and Exchange Commission on August 29, 1995.
Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
SYSTEM SOFTWARE ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3144515
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 WEST MADISON STREET, 32ND FLOOR
CHICAGO, ILLINOIS 60661
(312) 641-2900
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
MR. JOSEPH J. SKADRA
CHIEF FINANCIAL OFFICER
SYSTEM SOFTWARE ASSOCIATES, INC.
500 WEST MADISON STREET, 32ND FLOOR
CHICAGO, ILLINOIS 60661
(312) 641-2900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
DOUGLAS R. NEWKIRK, ESQ.
SACHNOFF & WEAVER. LTD.
30 SOUTH WACKER DRIVE
CHICAGO, IL 60606
(312) 207-1000
Approximate date of commencement of proposed sale to the public: FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If any of the securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
-------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum Amount
Title of Amount offering aggregate of
shares to be to be price per offering registration
registered registered Unit(1) price(1) fee
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 95,694 $33.00 $3,157,902 $1,089
$.0033
par value (2)
---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c), based on the arithmetic mean of the
high and low prices of the Common Stock as reported by the NASDAQ National
Market on August 22, 1995.
(2) Includes certain stock purchase rights issued pursuant to a Rights
Agreement
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
SUBJECT TO COMPLETION, DATED AUGUST 28, 1995
SYSTEM SOFTWARE ASSOCIATES, INC.
95,694 Shares
Common Stock
$.0033 par value
All of the shares being offered hereby (the "Shares") are presently
outstanding shares of the Common Stock of System Software Associates, Inc., a
Delaware corporation ("SSA" or the "Company") and are being sold by a certain
stockholder of the Company who is named herein under "Selling Stockholder." The
Company will not receive any of the proceeds from the sale of these Shares.
SSA Common Stock is quoted on the NASDAQ National Market System under
the symbol SSAX. On August 25, 1995, the last sale price reported on the NASDAQ
National Market System was $34 7/8.
This Prospectus is to be used in connection with the sale of the Shares
from time to time by the Selling Stockholder. The price at which any of the
Shares may be sold, and the commissions, if any, paid in connection with any
sale, will be privately negotiated, may vary from transaction to transaction and
as a result are not currently known. See "Plan of Distribution and Offering
Price."
The Company will pay all of the expenses of this offering, except that
the Selling Stockholder will bear the cost of any brokerage commissions or
discounts incurred in connection with the sale of his Shares and his legal
expenses. The Shares may be sold by Selling Stockholder directly or through
underwriters, dealers or agents, in market transactions or in
privately-negotiated transactions. See "Plan of Distribution." The expenses of
the registration of the Shares under the Securities Act of 1933 are estimated to
be approximately $6,000 and will be paid by SSA.
_________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_________________
The date of this Prospectus is August __, 1995.
<PAGE> 3
No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained, or incorporated by
reference, in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company
or the Selling Stockholder. This Prospectus does not constitute an offer to
sell or the solicitation of any offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that
the information herein is correct as of any time subsequent to the date hereof
or that there has been no change in the affairs of the Company since such date.
AVAILABLE INFORMATION
SSA is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy and
information statements and other information filed by the Company with the
Commission pursuant to the informational requirements of the Exchange Act may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
the Commission's regional offices located at Seven World Trade Center, 13th
Floor, New York, New York 10048, and Northwestern Atrium Center, 500 West
Madison Street, 32nd Floor Street (Suite 1400), Chicago, Illinois 60661; and
copies of such material may be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549, at prescribed rates.
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (the "Registration Statement") filed by the Company with the Commission
under the Securities Act of 1933, as amended (the "Securities Act") with respect
to the Shares offered hereby. In accordance with the rules and regulations of
the Commission, this Prospectus omits certain of the information contained in
the Registration Statement. Reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Company and the Company's Common Stock. Statements contained herein concerning
the provisions of any document are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The Company incorporates herein by reference the following documents it
has previously filed with the Commission (File No. 0-15322) pursuant to the
Exchange Act:
(a) the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1994;
(b) the Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended January 31, 1995, April 30,
1995 and July 31, 1995;
(c) the description of the Company's Common Stock
contained in the Company's Registration Statement on
Form 8-A, declared effective February 12, 1987; and
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<PAGE> 4
(d) the description of the Company's Common Stock
Purchase Rights contained in the Company's
Registration Statement on Form 8-A, filed May 18,
1988.
All documents and reports subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the Shares shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all the documents incorporated herein
by reference, other than exhibits to such documents unless such exhibits are
specifically incorporated by reference in such documents, and any other
documents specifically identified herein as incorporated by reference into the
Registration Statement to which this Prospectus relates or into such other
documents. Requests should be addressed to: Investor Relations Department,
System Software Associates, Inc., 500 West Madison Street, 32nd Floor, Chicago
IL 60661, Telephone: (312) 641-2900.
THE COMPANY
System Software Associates, Inc. is a leading provider of cost-effective
business information systems to the industrial sector worldwide. SSA's
integrated product line BPCS (Business Planning and Control System) provides
business process re-engineering and integration of all operations, including
configurable manufacturing processes, supply chain management and global
financial solutions. SSA's object-oriented interoperable tool set allows the
production of platform independent client/server applications. The Company
supports its clients primarily through a worldwide network of branch offices.
The Company markets, sells and services its products to intermediate size and
large companies through its own sales organization and a network of more than
150 independent software companies (the "Affiliates"). To date, SSA has
licensed approximately 100,000 software products in over 10,000 installations.
SSA's BPCS product line consists of over 40 integrated products designed for
manufacturing, distribution, financial, electronic date interchange, and toolset
applications.
The Company's executive offices are located at 500 West Madison Street,
32nd Floor, Chicago, IL 60661. The Company's telephone number is (312)
641-2900.
SELLING STOCKHOLDER
The Company issued a total of 95,694 shares of its Common Stock on May
12, 1995 in exchange for all of the outstanding common stock of Priority
Systems, Inc., a Texas corporation, and Knight Enterprises, Inc., a Nevada
corporation (collectively the "Acquired Companies"), which was privately owned
by the Selling Stockholder. The Acquired Companies formerly served as the
Company's affiliate for the Dallas, Texas region. Except with respect to his
ownership of the Acquired Companies, prior to May 12, 1995, the Selling
Stockholder has had no material relationship with SSA or any of its predecessors
or affiliates within the past three years. The following table sets forth the
name of the Selling
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<PAGE> 5
Stockholder and the number of shares of Common Stock of SSA owned by him. As of
the date hereof, all of such shares are being offered by such Selling
Stockholder by means of this Prospectus.
<TABLE>
<CAPTION>
Selling Stockholder Number of Shares
------------------- ----------------
<S> <C>
Rick Knight 95,694
</TABLE>
PLAN OF DISTRIBUTION AND OFFERING PRICE
The Shares being offered hereby may be sold from time to time directly
by the Selling Stockholder. Alternatively, the Selling Stockholder may from time
to time offer the Shares for sale through one or more underwriters, dealers or
agents, which persons may be deemed to be underwriters under the Securities Act.
The distribution of the Shares by the Selling Stockholder may be effectuated
from time to time in one or more transactions that may take place in the
over-the-counter market, including ordinary broker's transactions, privately
negotiated transactions or through sales to one or more broker-dealers for
resale of such securities as principals, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at negotiated
prices.
The Company will pay the registration expenses incident to the offering
and sale of the Shares by the Selling Stockholder to the public. Such expenses
include legal and accounting expenses, filing fees payable to the Commission,
applicable state "blue sky" filing fees and printing expenses. The Company,
however, will not pay for any expenses, commissions or discounts of
underwriters, dealers or agents or the fees and expenses of counsel for the
Selling Stockholder.
Any underwriters, brokers, dealers and agents who participate in any
such sale may also be customers of, engage in transactions with or perform
services for SSA or the Selling Stockholder in the ordinary course of business.
SSA common stock is currently traded on the NASDAQ National Market
System. The public offering price for any Shares that are sold will be
determined by the price indicated on such system at the time such sale occurs,
or at such price as shall be determined through private negotiations between the
buyer and the Selling Stockholder, or their respective agents.
VALIDITY OF STOCK
The validity of the Shares will be passed upon for the Company by
Sachnoff & Weaver, Ltd., Chicago, Illinois ("S&W"). In October 1992, in
consideration for the continued and future services on the Company's Board of
Directors of William N. Weaver, Jr., the Company granted a stock option to S&W,
of which Mr. Weaver is a member. This option covers 22,500 shares, is
exercisable at $15.58 per share (the fair market value of the stock on October
12, 1992, the date the options were granted) and becomes exercisable in equal
portions on the five anniversaries of the grant date. In consideration of the
option grant, S&W agreed to waive its fees for Mr. Weaver's time expended
attending meetings of the Board of Directors. In addition, Mr. Weaver
personally owns 200,000 shares of Common Stock.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K of System Software Associates, Inc. for the year
ended October 31, 1994 have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in accounting and auditing.
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<PAGE> 6
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are:
<TABLE>
<S> <C>
SEC Filing Fee for Registration Statement $ 1,089
Accounting Fees 1,000*
Legal Fees and Expenses 3,000*
Miscellaneous 911*
-------
Total $ 6,000
</TABLE>
* Estimated Amount
All of the expenses listed above will be borne by the Registrant.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-laws of the Registrant provide that the Registrant shall
indemnify its officers and directors to the fullest extent permitted by
applicable law. Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in general, that each director and officer of a corporation may be
indemnified against expenses (including attorneys' fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred in connection with
the defense or settlement of any threatened, pending or completed legal
proceedings in which he is involved by reason of the fact that he is or was a
director or officer if he acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, if he had no reasonable cause
to believe that his conduct was unlawful. If the legal proceeding, however, is
by or in the right of the corporation, the director or officer may not be
indemnified in respect of any claim, issue or matter as to which he shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the company unless a court determines otherwise.
The Certificate of Incorporation of the Registrant, as amended to date,
provides that the personal liability of the directors of the Registrant shall be
eliminated to the fullest extent permitted by applicable law. The DGCL permits a
corporation's certificate of incorporation to provide that no director of the
corporation shall be personally liable to the corporation or its stockholders
for monetary damages for any breach of his fiduciary duty as a director;
provided, however, that such provision shall not apply to any liability of a
director (1) for any breach of a director's duty of loyalty to the corporation
or its stockholders, (2) for acts or omissions that are not in good faith or
involve intentional misconduct or a knowing violation of the law. (3) under
Section 174 of the DGCL or (4) for any transaction from which the director
derived an improper personal benefit.
Item 16. EXHIBITS.
(a) Exhibits:
4.1 Certificate of Incorporation, as amended to date
4.2 By-Laws, as amended to date
4.3 Rights Agreement Dated as of May 3, 1988
II-1
<PAGE> 7
5 Opinion of Sachnoff & Weaver regarding the legality of the securities
being registered
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Sachnoff & Weaver (included in Exhibit 5)
25 Powers of Attorney (included on the Signature Page of this
Registration Statement)
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
the indemnification against such liabilities (other than the payment by the
Registrant of expenses
II-2
<PAGE> 8
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-3
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on August __, 1995.
SYSTEM SOFTWARE ASSOCIATES, INC.
August 28, 1995 /s/ Joseph J. Skadra
-------------------------------------------
Joseph J. Skadra, Vice President and Chief
Financial Officer
The undersigned officers and directors of System Software Associates,
Inc., hereby severally constitute and appoint Joseph J. Skadra and Douglas R.
Newkirk, and each of them singly, our true and lawful attorneys and agents, with
full power to them, and each of them, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-3 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement, and generally to do all such things in our names and on
our behalf in our capacities as officers and directors to enable System Software
Associates, Inc. to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Roger E. Covey Chief Executive Officer and Chairman August 25, 1995
------------------ of the Board of Directors (Principal
Roger E. Covey Executive Officer)
/s/ Joseph J. Skadra Chief Financial Officer, Vice August 28, 1995
-------------------- President-Finance and Secretary
Joseph J. Skadra (Principal Financial and Accounting
Officer)
/s/ Warren J. Hayford Director August 24, 1995
---------------------
Warren J. Hayford
/s/ John W. Puth Director August 24, 1995
----------------
John W. Puth
Director August __, 1995
----------------------
William N. Weaver, Jr.
</TABLE>
II-4
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document Numbered Page
------ ----------------------- -------------
<S> <C> <C>
4.1 Certificate of Incorporation, as amended to date (1)
4.2 By-Laws, as amended to date (2)
4.3 Rights Agreement Dated as of May 3, 1988 (3)
5 Opinion of Sachnoff & Weaver regarding the legality of the
securities being registered . . . . . . . . . . . . . . . .
23.1 Consent of Price Waterhouse . . . . . . . . . . . . . . . .
23.2 Consent of Sachnoff & Weaver (included in Exhibit 5) --
25 Powers of Attorney (included on the Signature Page of this --
Registration Statement)
</TABLE>
(1) Incorporated by reference from the Registrant's Form 10-K Annual
Report for the fiscal year ended October 31, 1987 (File No. 0-15322).
(2) Incorporated by reference from the Registrant's Form 10-K Annual
Report for the fiscal year ended October 31, 1989 (File No. 0-15322).
(3) Incorporated by reference from the Registrant's Form 8-K Current Report
filed on May 18, 1988 (File No. 0-15322)
II-5
<PAGE> 1
EXHIBIT 5
(312) 207-1000
August 28, 1995
System Software Associates, Inc.
500 West Madison Street
32nd Floor
Chicago, Illinois 60661
RE: REGISTRATION STATEMENT ON FORM S-3
Gentlemen and Ladies:
In connection with the proposed registration for sale of shares of
Common Stock, $0.0033 par value (the "Common Stock"), by System Software
Associates (the "Company"), covered by the above-referenced Registration
Statement, we have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of this
opinion. We have assumed the genuineness of all signatures, the authenticity
of all documents submitted to as originals, the conformity to original
documents of all the documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents.
Based upon such examination, we advise you that, in our opinion:
(i) The Company had corporate authority to issue the shares of
Common Stock proposed to be offered as set forth in the
Registration Statement.
(ii) The shares of Common Stock proposed to be offered by the
Company as set forth in the Registration Statement have
been duly authorized and validly issued and are fully paid
and nonassessable, and will continue to be so when sold as
set forth in the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and the reference to this firm under
the caption "Legal Matters" in the Prospectus constituting a part of such
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission.
Very truly yours,
SACHNOFF & WEAVER, LTD.
DRN/SMH
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated December 2, 1994 appearing on page F-17 of System Software Associates,
Inc. Annual Report on Form 10-K for the year ended October 31, 1994. We also
consent to the references to us under the headings "Experts" in such
Prospectus.
Price Waterhouse LLP
Price Waterhouse LLP
Chicago, Illinois
August 28, 1995
