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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 17, 1999
System Software Associates, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-15322 36-3144515
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
500 West Madison Street, Chicago, IL 60661
(Address of principal executive offices, including zip code)
(312) 258-6000
(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
N/A
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Item 5. Other Events.
At a special meeting held on August 17, 1999, the stockholders of System
Software Associates, Inc. (the "Company") approved an amendment to the Company's
Certificate of Incorporation to effect a 1 for 4 reverse stock split and the
adoption of a new Stock Option Plan. On that date, the Company issued a Press
Release reporting the results of the meeting. The Press Release is attached
hereto as Exhibit 99.1 and incorporated herein by reference. The amendment to
the Company's Certificate of Incorporation was filed with the Delaware Secretary
of State on September 1, 1999.
On September 2, 1999 the Company received notice from the Nasdaq National
Market that the Company's common stock would be moved from the Nasdaq National
Market to the Nasdaq SmallCap Market effective on September 7, 1999. The
Company's common stock has traded on the Nasdaq SmallCap Market under the symbol
SSAXD since September 7, 1999. The Company issued a Press Release reporting the
move on September 7, 1999. The Press Release is attached hereto as Exhibit 99.2
and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
99.1. Press Release dated August 17, 1999
99.2. Press Release dated September 7, 1999
SIGNATURE
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.
By: /s/ Kirk J. Isaacson
-------------------------------
Kirk J. Isaacson
Secretary
Dated: September 17, 1999
2
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Exhibit 99.1
System Software Associates, Inc
Announces the Voting Results For Two Proposals Submitted to
its Stockholders
CHICAGO--(BUSINESS WIRE)--Aug. 17, 1998--System Software Associates, Inc.
(NASDAQ: SSAX - news) announced the results of the proxy vote reported during
today's special meeting of stockholders. The Company's stockholders voted in
favor of the proposal to amend the Certificate of Incorporation to effect a 1
for 4 reverse stock split and for the proposal to approve the adoption of a new
Stock Option Plan.
About SSA
System Software Associates is a worldwide ERP software and services provider
with fiscal year 1998 revenue of $421 million. SSA's principal product, eBPCS,
serves as a flexible core system that easily integrates third-party software.
SSA is solidly entrenched in the industrial sector, providing best-of-industry
solutions to the pharmaceutical, consumer packaged goods, automotive supply,
chemicals, electronics, food and beverage, and general manufacturing industries.
For more information, visit SSA's Web site at www.ssaportfolio.com.
Safe Harbor Provision
The statements contained in this release regarding SSA's future operating
results and performance and business prospects are "forward-looking statements"
subject to the safe harbor created by the Private Securities Litigation Reform
Act of 1995. Where possible, the words "expect," "outlook" and similar
expressions, as they relate to SSA or its management, have been used to identify
such forward-looking statements. These statements reflect SSA's current beliefs
and specific assumptions with respect to future business decisions and are based
on information currently available to SSA. Accordingly, the statements are
subject to significant risks, uncertainties and contingencies that could cause
SSA's actual operating results, performance or business prospects to differ from
those expressed in, or implied by, these statements.
___________________
Contact:
System Software Associates
William N. Stuek, 312/258-6000
Facsimile: 312/474-7500
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Exhibit 99.2
System Software Associates, Inc
Announces That Its Common Stock Will
Move to the Nasdaq Small Cap Market
CHICAGO -- (BUSINESS WIRE) -- September 7, 1999 - System Software Associates,
Inc. (SSAXD) announced today that on September 2, 1999, it received notice from
the Nasdaq National Market that the Nasdaq Listing Qualifications Panel has
determined to move the listing of the Company's Common Stock from the Nasdaq
National Market to the Nasdaq SmallCap Market. The move will be effective with
the open of business on Tuesday, September 7, 1999. The Company's Common Stock
will continue to trade under the symbol SSAXD.
About SSA
System Software Associates is a worldwide ERP software and services provider
with fiscal year 1998 revenue of $421 million. Its principal product, eBPCS, is
primarily sold to the industrial sector including: automotive, chemicals,
consumer goods, electronics, general manufacturing, food and beverage, forest
products and pharmaceuticals.
Safe Harbor Provision
The statements contained in this release regarding SSA's future operating
results and performance and business prospects are "forward-looking statements"
subject to the safe harbor created by the Private Securities Litigation Reform
Act of 1995. Where possible, the words "expect," "outlook" and similar
expressions, as they relate to SSA or its management, have been used to identify
such forward-looking statements. These statements reflect SSA's current beliefs
and specific assumptions with respect to future business decisions and are based
on information currently available to SSA. Accordingly, the statements are
subject to significant risks, uncertainties and contingencies that could cause
SSA's actual operating results, performance or business prospects to differ from
those expressed in, or implied by, these statements.
________________________
Contact:
System Software Associates, Inc.
William N. Stuek, 312/258-6000
Facsimile: 312/74-7500
or
Francis M. Cloudman, 312/258-6000
Facsimile: 312/474-7500
