<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 1996
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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)
<TABLE>
<S> <C>
DELAWARE 36-3144515
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
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 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>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0033 par
value(2)...................... 42,386 $17.1875 $728,509 $251
</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 June 20, 1996.
(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.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+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. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JUNE 21, 1996
42,386 SHARES
SYSTEM SOFTWARE ASSOCIATES, INC.
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 June 20, 1996, the last sale price reported was $17.
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 from time to
time by the 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 SECURI-
TIES 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 June , 1996.
<PAGE>
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 (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, 1995;
(b) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended January 31, 1996 and April 30, 1996;
(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
2
<PAGE>
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
SSA is a leading provider of cost-effective business enterprise information
systems to the industrial sector worldwide. SSA's integrated product line BPCS
(Business Planning and Control System) Client/Server provides business process
reengineering and integration of all operations, including configurable
manufacturing processes, supply chain management and global finance solutions.
The Company's object-oriented interoperable tool set allows the creation of
platform independent, object based 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 enterprises through its own sales organization, a network of
approximately 90 independent software companies (the "Affiliates") and major
systems integrators.
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 shares 42,386 of its Common Stock on May 21,
1996, in exchange for substantially all of the outstanding common stock of
Vector Systems Analysis, Inc. ("Vector"), a Canadian Affiliate of the Company
and one of the lending application software providers in Quebec. As a result
of the transaction, Vector became a wholly-owned subsidiary of the Company.
Except with respect to their respective ownership of Vector, prior to the
closing, 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>
NUMBER OF
SELLING STOCKHOLDERS SHARES (1)
-------------------- ----------
<S> <C>
3256596 Canada Inc............................................. 14,450
3256618 Canada Inc............................................. 18,304
Don McCann..................................................... 2,889
Michael Tooker................................................. 6,743
</TABLE>
- --------
(1) The shares to be sold shall include, in addition to the numbers
indicated, 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.
3
<PAGE>
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 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 33,750 shares, is exercisable at
$10.3889 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 S&W additional options to purchase 22,500
shares. The later options are exercisable at $9.83 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 300,000 shares of the Company's 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, 1995 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 auditing and accounting.
4
<PAGE>
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........................ $ 247
Accounting Fees.................................................. 3,000*
Legal Fees and Expenses.......................................... 5,000*
Miscellaneous.................................................... 1,744*
-------
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.
ITEM 16. EXHIBITS.
(a) Exhibits:
<TABLE>
<S> <C>
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)
</TABLE>
II-1
<PAGE>
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 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.
II-2
<PAGE>
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 JUNE , 1996.
System Software Associates, Inc.
/s/ Joseph J. Skadra
By___________________________________
Joseph J. Skadra, Vice President
and Chief Financial Officer
June 21, 1996
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 June 21, 1996
____________________________________ Chairman of the Board of
Roger E. Covey Directors (Principal
Executive Officer)
/s/ Joseph J. Skadra Chief Financial Officer, June 21, 1996
____________________________________ Vice President--Finance
Joseph J. Skadra and Secretary (Principal
Financial and Accounting
Officer)
/s/ Warren J. Hayford Director June 21, 1996
____________________________________
Warren J. Hayford
/s/ John W. Puth Director June 21, 1996
____________________________________
John W. Puth
/s/ William N. Weaver, Jr. Director June 21, 1996
____________________________________
William N. Weaver, Jr.
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT 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 LLP........................................................
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-4
<PAGE>
(312) 207-1000
June , 1996
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>
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 13, 1995, appearing on page F-17 of System Software Associates,
Inc. Annual Report on Form 10-K for the year ended October 31, 1995. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Chicago, Illinois
June 21, 1996
