SYSTEM SOFTWARE ASSOCIATES INC
8-K, 1997-04-30
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 1934

Date of report (Date of earliest event reported) March 27, 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 March 27, 1997, the Registrant issued a press release announcing a $12 
million investment by a private investor in convertible subordinated notes of 
the Registrant.  A copy of the press release is attached as an exhibit.

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

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

         99  Press Release dated March 27, 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 April 25, 1997                BY:  /s/ Joseph J. Skadra
                                       -----------------------------------------
                                       Joseph J. Skadra, Chief Financial Officer


<PAGE>
                                                                      Exhibit 99

[SSA LOGO] 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

     
            SSA Announces Loan Placement With A Strategic Investor

    CHICAGO--March 27, 1997--System Software Associates, Inc. (NASDAQ:SSAX) 
announced today that it has placed a loan with a strategic investor in the 
amount of $12 million, bearing interest at the prime rate plus 1% and 
convertible into common stock of SSA at the lesser of $3.33 per share or 80% of 
the fair market value of the stock at the time of conversion. The loan is due in
three years and is not convertible during the first year, except in the event of
prepayment. The Company believes that the loan should resolve any concerns over 
SSA's short term liquidity requirements. SSA and its strategic investor are 
immediately commencing discussions about a larger transaction involving an 
equity investment in the Company at fair market value, with respect to which 
there are no binding obligations. There can be no assurance that such a larger 
transaction will be consummated.

     Roger E. Covey, CEO and Chairman, said: "We are pleased to have the backing
of a strategic investor, and hope to continue the recent improvement in our 
financial results." Mr. Covey also noted that: "The possible equity investment 
is not a precursor to the acquisition of SSA."

     CONTACT:  System Software Associates, Inc.
               Joseph J. Skadra/Roger E. Covey, 312/258-6000
               Facsimile: 312/474-7500
               [email protected], [email protected]               

            



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