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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
SYSTEM SOFTWARE ASSOCIATES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-3144515
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
500 West Madison Street, 32nd Floor, Chicago, Illinois 60661
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Convertible Subordinated Notes due 2002
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The class of debt securities to be registered is designated as Convertible
Subordinated Notes due 2002. Information regarding debt securities is
incorporated by reference from "Description of Notes" at page 32 of the
preliminary Prospectus included in Pre-Effecitve Amendment #1 to the
Registrant's Registration Statement on Form S-3, File No. 333-31271, filed with
the Securities and Exchange Commission on August 8, 1997.
Item 2. Exhibits.
2.1 Certificate of Incorporation*
2.2 By-Laws**
2.3 Form of Indenture between the Registrant and Harris Trust and Savings
Bank***
2.4 Form of Note (included in Exhibit 2.3)
2.5 Amendment to Certificate of Incorporation Filed June 6, 1997***
* Incorporated by reference from the Company's Annual Report on Form
10-K for the fiscal year ended October 31, 1987.
** Incorporated by reference from the Company's Annual Report on Form
10-K for the fiscal year ended October 31, 1989.
*** Incorporated by reference from the Amendment No. 1 to Registrant's
Registration Statement on Form S-3 filed August 8, 1997 (File No.
333-31271).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
SYSTEM SOFTWARE ASSOCIATES, INC.
Dated: August 18, 1997 BY: /s/ Kirk Isaacson
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Kirk Isaacson
Vice President
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