<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 9, 1997
REGISTRATION NO. 333-31271.01
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SYSTEM SOFTWARE ASSOCIATES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
36-3144515
DELAWARE (I.R.S. EMPLOYER IDENTIFICATION
(STATE OR OTHER JURISDICTION OF NO.)
INCORPORATION OR ORGANIZATION)
500 W. MADISON, 32ND FLOOR, CHICAGO, ILLINOIS 60661 (312) 641-2900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ROGER E. COVEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
500 W. MADISON, 32ND FLOOR, CHICAGO, ILLINOIS 60661 (312) 641-2900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
WILLIAM N. WEAVER, JR. WILLIAM J. GRANT, JR., ESQ.
SACHNOFF & WEAVER, LTD. WILLKIE FARR & GALLAGHER
30 S. WACKER DRIVE, 29TH FLOOR 153 EAST 53RD STREET
CHICAGO, ILLINOIS 60606 NEW YORK, NEW YORK 10022
(312) 207-1000 (212) 821-8000
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after the effective date of this
Registration Statement.
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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, check the following box. [_]
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 number of the earlier effective
registration statement for the same offering. [X] 333-31271
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration 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
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<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT
SECURITIES TO BE OFFERING AGGREGATE OF
TO BE REGISTERED REGISTERED(1) PRICE PER NOTE(2) OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
7% Convertible Subordinated
Notes.................. $23,000,000 100% $23,000,000 $6,970
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Common Stock, $.0033 par
value
(including Purchase
Rights)................ (3) None None None
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(1) Includes $3,000,000 principal amount of Notes that the Underwriters have
the option to purchase to cover over-allotments, if any.
(2) Estimated pursuant to Rule 457, solely for the purposes of computing the
registration fee.
(3) The Common Stock (plus an indeterminate number of shares of Common Stock
issuable as a result of the antidilution provisions of the Notes) is
issuable upon conversion of the Notes. Pursuant to Rule 457(i), no
registration fee is required for the Common Stock because it will be
issued for no additional consideration.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, by System Software Associates, Inc. (the
"Company"), with the Securities and Exchange Commission (the "Commission").
This Registration Statement hereby incorporates by reference the contents of
the Registration Statement on Form S-3 (File No. 333-31271) relating to the
offering of up to $115,000,000 principal amount of 7% Convertible Subordinated
Notes due 2002 and shares of common stock of the Company filed on July 15,
1997, as amended.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $6,970 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on September 9, 1997); that it will not
revoke such instructions; that it has sufficient funds in the relevant account
to cover the amount of the filing fee; and that it undertakes to confirm
receipt of such instructions by the bank on September 9, 1997.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMPANY HAS
DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN CHICAGO, ILLINOIS ON SEPTEMBER 9,
1997.
System Software Associates, Inc.
/s/ Roger E. Covey
By: _________________________________
Roger E. Covey
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THIS 8TH DAY OF SEPTEMBER, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ Roger E. Covey Chief Executive Officer and Chairman of the
___________________________________________ Board of Directors (Principal Executive
Roger E. Covey Officer)
/s/ Joseph J. Skadra Chief Financial Officer, Vice President -
___________________________________________ Finance and Secretary (Principal Financial
Joseph J. Skadra and Accounting Officer)
/s/ Andrew J.Filipowski Director
___________________________________________
Andrew J. Filipowski
/s/ John W. Puth Director
___________________________________________
John W. Puth
/s/ William N. Weaver, Jr. Director
___________________________________________
William N. Weaver, Jr.
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S> <C>
5.1 Opinion of Sachnoff & Weaver, Ltd.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Sachnoff & Weaver, Ltd. (contained in its opin-
ion filed as Exhibit 5.1 hereto)
</TABLE>
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EXHIBIT 5.1
SACHNOFF & WEAVER, LTD.
30 SOUTH WACKER DRIVE, 29TH FLOOR
CHICAGO, ILLINOIS 60606
(312) 207-1000
September 9, 1997
System Software Associates, Inc.
500 West Madison Street
32nd Floor
Chicago, Illinois 60661
Re: Supplemental Registration Statement on Form S-3
Gentlemen and Ladies:
We have acted as counsel for System Software Associates, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
supplemental registration statement on Form S-3 (the "Supplemental Registration
Statement") with the Securities and Exchange Commission pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The Supplemental Registration
Statement relates to the Company's public offering (the "Offering") of up to
$23,000,000 principal amount of the Company's 7% Convertible Subordinated Notes
(the "Notes"), and the shares of the Company's common stock, par value $0.0033
per share, which may be issued upon conversion of the Notes (the "Conversion
Shares"). In connection with this opinion, we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and upon
affidavits, certificates and written statements of directors, officers and
employees of, and the accountants and transfer agent for, the Company. We have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of such instruments, documents and records as we have deemed
relevant and necessary to examine for the purpose of this opinion, including (a)
the Supplemental Registration Statement and the Registration Statement on Form
S-3 (File No. 333-31271) incorporated therein (the "Original Registration
Statement"), (b) the Certificate of Incorporation of the Company, as amended,
(c) the By-Laws of the Company, (d) resolutions adopted by the Board of
Directors of the Company in connection with the Offering, (e) the form of
Indenture between the Company and Harris Trust and Savings Bank, as Trustee,
relating to the Notes (the "Indenture"), (f) the form of Note attached as
Exhibit A to the form of Indenture, and (g) the form of Underwriting Agreement
between the Company and Hambrecht & Quist, LLC and Lazard Freres & Co., LLC as
representatives of the several Underwriters. We have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us 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 and subject to the foregoing, we advise you that, in our opinion:
(1) The $23,000,000 in principal amount of Notes covered by the Supplemental
Registration Statement (including the up to $3,000,000 in principal amount
of Notes issuable upon exercise of the Underwriters' over-allotment
option), when issued by the Company pursuant to the Indenture, will be
legally issued and binding obligations of the Company under the terms of
the Indenture, except (i) as enforceability may be limited by the effects
of bankruptcy, insolvency, reorganization, receivership, moratorium and
other similar laws affecting the rights and remedies of creditors
generally; (ii) as enforceability may be limited by the effects of general
principles of equity, whether applied by a court of law or equity; (iii) as
rights to indemnity or contribution under the same may be limited by
federal or state securities laws or the public policy underlying such laws;
and (iv) that we express no opinion as to the waiver of the defense of
usury; and
(2) The Conversion Shares, when issued by the Company upon the conversion
of outstanding Notes in accordance with their terms and the terms of the
Indenture, will be validly issued, fully paid and non-assessable.
Our opinions expressed above are limited to the General Corporation Law
of the State of Delaware and the laws of the State of Illinois, and we do
not express any opinion concerning any other laws. This opinion is given as
of the date hereof and we assume no obligation to advise you of changes
that may hereafter be brought to our attention.
We hereby consent to the filing of this opinion as an exhibit to the above-
referenced Supplemental Registration Statement and the reference to this firm
under the caption "Legal Matters" in the Prospectus constituting a part of the
Original 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,
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/s/ Sachnoff & Weaver, Ltd.
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-3 of our report dated January 7, 1997, except
as to Notes 6, 7 and 11, which are as of January 29, 1997, relating to the
consolidated financial statements of System Software Associates, Inc. as of
October 31, 1995 and for the two years then ended which appears in such
Prospectus. We also consent to the references to us under the headings "Experts"
and "Selected Financial Data" in such Prospectus. However, it should be noted
that Price Waterhouse LLP has not prepared or certified such "Selected Financial
Data."
/s/ PRICE WATERHOUSE LLP
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Price Waterhouse LLP
Chicago, Illinois
September 8, 1997
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated January 7, 1997, except as to
Notes 6, 7, and 11 which are as of January 29, 1997, relating to the
consolidated balance sheet of System Software Associates, Inc. and subsidiaries
as of October 31, 1996, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the year then ended included herein and
to the reference to our firm under the headings "Selected Financial Data" and
"Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
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KPMG Peat Marwick LLP
Chicago, Illinois
September 8, 1997
