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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) July 14, 1997
SYSTEM SOFTWARE ASSOCIATES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-15322 36-3144515
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(Commission File Number) (I.R.S. Employer
Identification No.)
500 West Madison
Chicago, Illinois 60661
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(Address of principal executive offices) (Zip Code)
(312) 258-6000
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
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On July 14, 1997, the Registrant issued a press release, pursuant to Rules
134 and 135c under the Securities Act of 1933, as amended, announcing (a) the
filing of a registration statement with respect to a $90 million underwritten
public offering of Convertible Subordinated Notes due 2002 and (b) the signing
of a letter of intent concerning a $47 million private offering of 12% Junior
Subordinated Notes to a group of private institutional investors. A copy of the
press release is attached as an exhibit.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
99 Press Release dated July 14, 1997.
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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 July 14, 1997 BY: /s/ Joseph J. Skadra
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Joseph J. Skadra, Chief Financial Officer
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SSA System Software Associates, Inc. NEWS RELEASE
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Corporate Headquarters
500 West Madison.Chicago, Illinois, U.S.A. 60661.Telephone (312) 258-6000.
Facsimile: (312) 474-7500
Investor Relations Contact Corporate Contact
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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
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SSA TO RAISE $137 MILLION
ANNOUNCES $90 MILLION CONVERTIBLE NOTE OFFERING
AND $47 MILLION CONTEMPORANEOUS PRIVATE INVESTMENT
Chicago, IL, July 15, 1997--System Software Associates, Inc. (NASDAQ:SSAX) Roger
E. Covey, Chairman and Chief Executive Officer of System Software Associates,
Inc., (the "Company), announced today that the Company has commenced two
transactions, scheduled to close simultaneously, with each contingent upon the
closing of the other. Mr. Covey stated that the first transaction is a $90
million registered underwritten offering of subordinated convertible notes due
2002, which was filed today with the Securities and Exchange Commission. The
Public Note offering will be underwritten by Alex. Brown & Sons Incorporated.
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.
A registration statement relating to the Public Notes has been filed with
the Securities and Exchange Commission, but has not yet become effective. The
Public Notes may not be sold nor may offers to buy the Public Notes be accepted
prior to the time the registration statement becomes effective. This press
release shall not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of the Public Notes in any State in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such State.
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Copies of the prospectus contained in the Registration Statement may be
obtained by written or oral request directed to Alex. Brown, c/o Capital Markets
Development, 1 South Street, Baltimore, MD, 21202.
The second transaction, Mr. Covey said, is the purchase of approximately
$47 million in junior subordinated notes of the Company (the "Junior Notes"),
together with associated, detachable stock purchase warrants (the "Warrants") by
a private investor group Bain Capital, Inc., JMI Equity Fund III, L.P. and an
affiliate of the Pritzker family. The Junior Notes mature in 2003 and will be
subordinated to the Public Notes. The Warrants will entitle the private
investors to purchase shares of preferred stock or 19.9% of the Company's
outstanding common stock. The Warrants are exercisable at approximately 85% of
the current market price of the common stock. The Company has executed a letter
of intent with regard to this transaction which remains subject to customary
conditions, including the negotiation of definitive agreements. This second
transaction is to close concurrently with the Public Note offering. Neither the
Junior Notes nor the Warrants will be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.
Mr. Covey stated the that purpose of the transaction is to provide
additional working capital to the Company, repay existing outstanding bank debt
and obligations to note holders, and to supplement the Board of Directors and
the Company's existing management team. Mr. Covey noted that he was pleased
with the caliber and experience of the private investor group and their vote of
confidence in the future prospects of the firm. Mr. Covey added that he looks
forward to the private investors contribution in helping to continue the
Company's recent growth.
