<PAGE> 1
As filed with the Securities and Exchange Commission on November __, 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. PETER M. ROSENBLUM, ESQ.
SACHNOFF & WEAVER. LTD. FOLEY, HOAG & ELIOT
30 SOUTH WACKER DRIVE ONE POST OFFICE SQUARE
CHICAGO, IL 60606 BOSTON, MA 02109
(312) 207-1000 (617) 832-1000
<PAGE> 2
(REMAINDER OF PRECEDING PAGE)
Approximate date of commencement of proposed sale to the public: FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only 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]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]__________
If this Form is a post-effective amendment filer pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]__________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
_________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Amount Proposed maximum Proposed maximum Amount of
Title of shares to be to be offering price per aggregate offering registration
registered registered Unit(1) price(1) fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 445,458 $37.125 $16,537,628 $5,703
$.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 average of the high and
low prices of the Common Stock as reported by the Nasdaq National Market on
November 15, 1995.
(2) Includes certain stock purchase rights issued pursuant to a Rights
Agreement
-2-
<PAGE> 3
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.
<PAGE> 4
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE> 5
SUBJECT TO COMPLETION, DATED NOVEMBER 22, 1995
SYSTEM SOFTWARE ASSOCIATES, INC.
445,458 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 those
stockholders of the Company who are named herein under "Selling Stockholders."
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 under the
symbol SSAX. On November 20, 1995, the last sale price reported on the NASDAQ
National Market System was $40.25.
This Prospectus is to be used in connection with the sale of the
Shares from time to time by the Selling Stockholders. The Shares may be sold
by Selling Stockholders directly or through underwriters, dealers or agents, in
market transactions or in privately-negotiated transactions.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 certain of the expenses of this offering
(currently estimated at $10,000) except that each Selling Stockholder will bear
the cost of any brokerage commissions or discounts incurred in connection with
the sale of his, her or its Shares. See "Plan of Distribution and Offering
Price." _________________
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 November __, 1995.
<PAGE> 6
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 Stockholders. 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;
<PAGE> 7
(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
(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.
<PAGE> 8
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 STOCKHOLDERS
The Company issued a total of 445,458 shares of its Common Stock on
September 29, 1995 in exchange for substantially all of the outstanding common
stock of Softwright Systems Limited, a corporation organized under the laws of
the United Kingdom ("Softwright"). The Selling Stockholders formerly owned 99%
of Softwright. Softwright developed, supported and marketed business object
technology and systems, including object technology, multi-media and other
leading-edge applications. As a result of the transaction, Softwright became a
greater than 99% owned subsidiary of the Company. Except with respect to their
respective ownership of Softwright, prior to September 27, 1995, the Selling
Stockholders 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 Stockholders and the respective numbers of shares of the
Company's Common Stock owned by each of them. As of the date hereof, all of
such shares are being offered by such Selling Stockholders by means of this
Prospectus. In each case, the percentage of outstanding shares of the
Company's Common Stock held by each Selling Stockholder prior to and after the
offering to which this Prospectus relates represents less than one percent (1%)
of the outstanding shares of the Company's Common Stock.
<TABLE>
<CAPTION>
Selling Stockholders Number of Shares (1)
- -------------------- --------------------
<S> <C>
Martin Gordon Wright Anderson 106,362
BTMS Syntech 81,694
Jane Tozer 53,943
CIN Venture Nominees Limited 36,818
Michael Hugh Smith 22,748
Tim Gatland 21,688
Colin Roy West 19,887
Barclays Venture Nominees Limited 18,625
Railway Pension Venture Capital Limited 18,625
Paul Matthew Frew 15,978
Philip Terence Rolls 10,105
Haydon Roger Williams 4,121
Richard Williams 3,907
John Stuart Higgins 3,355
Ian William Henley 2,798
Nicholas Huw Durrant 2,760
Peter Whittleton 2,758
Colin John Grant 2,220
Max Jonathan Stone 2,121
</TABLE>
<PAGE> 9
<TABLE>
<S> <C>
Paul Foweather 1,950
Barnes Thomson Mgt. Services Ltd. 1,744
Alistair Peter Hardie 1,415
Philip Longden 1,080
Alan Charles Boother 972
Jane Wilkinson 899
Peter Stuart Atkinson 899
Timothy Andrew Haley 683
Michael Andrew Young 679
Julia L. Smith 575
James Andrew Dallas 548
Paul Martin Lawrence 541
CIN Investors Nominees Limited 431
Michael Adrian Wood 393
Martin Hay-Plumb 388
Adebola Tokunbo Egunjobi 282
Gary Edward Knowles 267
Robert Stuart Parsons 197
Mark Alan Harwood 197
Carol Margaret Fowler 165
Gareth James Evans 156
Paul Jonathan Akers 136
Naresh Patel 134
Robert Walton 82
Charles William James Unwin 71
Michael James Hatfield 44
Robert Charles Godley 10
John Anthony Metcalfe 7
</TABLE>
(1) Includes any additional shares of Common Stock of SSA that become issuable
in connection with the Shares by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration that results in an increase in the number of outstanding shares
of the Company's Common Stock.
PLAN OF DISTRIBUTION AND OFFERING PRICE
The Shares may be sold from time to time by the Selling Stockholders, or
by pledgees, donees, transferees or other successors in interest. Such sales
may be made on one or more exchanges or in the over-the-counter market, or
otherwise at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The Shares may be
sold by one or more of the following: (a) a block trade in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may purchase and
resell a portion of the block as principal to facilitate the transaction; (b)
purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) an exchange
distribution in accordance with the rules of such exchange; and (d) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged
<PAGE> 10
by the Selling Stockholders may arrange for other broker or dealers to
participate. Brokers or dealers will receive commissions or discounts from
Selling Stockholders in amounts to be negotiated prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection
with such sales. In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus.
The Company will pay the registration expenses incident to the offering
and sale of the Shares by the Selling Stockholders 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 for the Selling Stockholders. The Company has
agreed to pay the fees and expenses of one counsel for all of the Selling
Stockholders, provided that such fees do not exceed $10,000.
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 Stockholders 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 Stockholders, 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 Company's Common
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
december 1994, the Company granted two outside directors and S&W options to
purchase 15,000 shares each. The options are exercisable at $14.75 per share,
the fair market value of the Company's Common Stock on the date of grant) and
become exercisable in equal portions on the five anniversaries of the grant
date. In addition to his beneficial ownership of the shares subject to the
foregoing options, Mr. Weaver personally owns 200,000 shares of the Company's
Common Stock.
<PAGE> 11
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.
<PAGE> 12
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 $ 5,703
Accounting Fees 1,000*
Legal Fees and Expenses 5,000*
Miscellaneous 297*
------
Total $10,000
=======
</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.
<PAGE> 13
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
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)
24 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
with or furnished to the Commission 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
<PAGE> 14
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 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.
<PAGE> 15
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 November 21,
1995.
SYSTEM SOFTWARE ASSOCIATES, INC.
November 21, 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>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ Roger E. Covey Chief Executive Officer and Chairman November 21, 1995
------------------- of the Board of Directors (Principal
Roger E. Covey Executive Officer)
/s/ Joseph J. Skadra Chief Financial Officer, Vice November 21, 1995
--------------------- President-Finance and Secretary
Joseph J. Skadra (Principal Financial and Accounting
Officer)
/s/ Warren J. Hayford Director November 21, 1995
----------------------
Warren J. Hayford
/s/ John W. Puth Director November 21, 1995
--------------------
John W. Puth
/s/ William N. Weaver, Jr. Director November 21, 1995
----------------------------
William N. Weaver, Jr.
</TABLE>
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
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).
<PAGE> 1
EXHIBIT 5
(312) 207-1000
November 21, 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.
<PAGE> 2
System Software Associates, Inc.
November __, 1995
Page 2
(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
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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 reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Chicago, Illinois
November 22, 1995
