SYSTEM SOFTWARE ASSOCIATES INC
8-K, 1997-08-21
PREPACKAGED SOFTWARE
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                         ----------------------------

                                   FORM 8-K


                            Current Report Pursuant
                         to Section 13 or 15(d) of the
                        Securities Exchange Act of l934


Date of report (Date of earliest event reported) August 20, 1997


                       SYSTEM SOFTWARE ASSOCIATES, INC.
- -------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


                                   Delaware
- ------------------------------------------------------------------------------- 
                (State or other jurisdiction of incorporation)


                    0-15322                                 36-3144515
- ------------------------------------------------------------------------------- 
              (Commission File Number)                    (I.R.S. Employer
                                                          Identification No.)


                    500 West Madison
                    Chicago, Illinois                             60661
 ------------------------------------------------------------------------------
              (Address of principal executive offices)     (Zip Code)


                                (312) 258-6000
- ------------------------------------------------------------------------------- 
             (Registrant's Telephone Number, Including Area Code)


                                      N/A
- ------------------------------------------------------------------------------- 
        (Former name or former address, if changed since last report.)

<PAGE>
 
Item 5.    Other Events
           -------------

     On August 20, 1997, the Registrant issued a press release announcing its
plans to revise its proposed public and private financing transactions. A copy
of the press release is attached as an exhibit.


Item 7.    Financial Statements and Exhibits
           ---------------------------------

 (c)       Exhibits
           --------

           99   Press Release dated August 20, 1997.
<PAGE>
 
                                 SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                            SYSTEM SOFTWARE ASSOCIATES, INC.




Date August 20, 1997        BY:  /s/ Joseph J. Skadra
                                 -----------------------------------------
                                 Joseph J. Skadra, Chief Financial Officer


<PAGE>

SSA System Software Associates, Inc.                                NEWS RELEASE
- --------------------------------------------------------------------------------
Corporate Headquarters
500 West Madison . Chicago, Illinois, U.S.A. 60661 . Telephone (312) 258-6000 .
Facsimile: (312) 474-7500


    Investor Relations Contact                      Corporate Contact
    --------------------------                      -----------------

    Joseph J. Skadra                                Roger E. Covey
    Chief Financial Officer                         CEO and Chairman
    (312) 258-6000                                  (312) 258-6000
    Facsimile: (312) 474-7500                       Facsimile: (312) 474-7500  
    [email protected]                                [email protected]


    FOR IMMEDIATE RELEASE
    ---------------------

                          SSA Announces New Financing

    CHICAGO, IL, August 20, 1997 - System Software Associates, Inc. (NASDAQ:
    SSAX), announced today that the Company has signed an engagement letter with
    a leading investment bank for two new financing transactions, which, in
    total, are on terms more favorable to the Company than its previously
    proposed financings. The Company expects a $10 million private transaction
    to be closed within one week. The new public transaction will be a $100
    million registered, underwritten offering of subordinated convertible notes
    due 2002, with a warrant component. The interest rate and conversion price
    of the public notes will be determined based upon market conditions at the
    time the public notes are sold. The Company expects to file an amendment
    covering the offering with the Securities and Exchange Commission in
    approximately one week and expects the offering to be priced before the
    middle of September.

    Roger E. Covey, the Company's Chairman and CEO, said that "the purpose of
    the offering is to obtain funds to repay indebtedness and provide working
    capital on a basis measurably less dilutive to existing shareholders than
    the prior proposed transactions."
<PAGE>
 
The private transaction has not been registered under the Act and may not be 
offered or sold in the United States absent registration or an applicable 
exemption from registration requirements.

This release shall not constitute an offer to sell or the solicitation of an 
offer to buy any of the securities referred to herein.  An offer of the 
securities shall be made only by means of a prospectus.

                                      ###


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