<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLATINUM TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3509662
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1815 SOUTH MEYERS ROAD, OAKBROOK TERRACE, ILLINOIS 60181, (630) 620-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MICHAEL C. WYATT, ESQ., 1815 SOUTH MEYERS ROAD,
OAKBROOK TERRACE, ILLINOIS 60181, (630) 620-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
MATTHEW S. BROWN, ESQ. DOUGLAS R. NEWKIRK, ESQ.
MARK D. WOOD, ESQ. MISTY S. GRUBER, ESQ.
KATTEN MUCHIN & ZAVIS SACHNOFF & WEAVER, LTD.
525 WEST MONROE STREET, SUITE 1600 30 SOUTH WACKER DRIVE, SUITE 2900
CHICAGO, ILLINOIS 60661 CHICAGO, ILLINOIS 60606
(312) 902-5200 (312) 207-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, 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 statement number of the earlier
effective registration statement for the same offering. [X] 333-15421
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 statement 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>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Convertible Subordinated
Notes................... $17,250,000 100% $17,250,000 $5,228
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Common Stock, $.001 par
value (including
preferred stock purchase
rights)................. (3) None None None
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</TABLE>
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(1) Includes $2,250,000 principal amount of Notes to be offered upon exercise
of the Underwriters' over-allotment option.
(2) Estimated solely for purposes of calculating 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) under the
Securities act of 1933, no registration fee is required for the Common
Stock because it will be issued for no additional consideration.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission (the "Commission") by PLATINUM technology, inc. (the "Company")
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended. This Registration Statement hereby incorporates by reference the
contents of the Company's Registration Statement on Form S-3 (Registration No.
333-15421), as amended, relating to the Company's offering of up to
$97,750,000 of 6 3/4% Convertible Subordinated Notes due 2001 (the "Notes")
and the shares of the Company's Common Stock, $.001 par value per share
(including preferred stock purchase rights) ("Common Stock") into which the
Notes are convertible.
CERTIFICATION
The Company hereby certifies to the Commission that the Company has
instructed its bank to wire, to the lockbox of the Commission at Mellon Bank,
the filing fee of $5,228 for the additional aggregate principal amount of
Notes, and the shares of Common Stock into which such Notes are convertible,
being registered hereby as soon as practicable (but in no event later than the
close of business on November 19, 1996); that it will not revoke such
instructions; and that it has sufficient funds in the relevant account to
cover the amount of the filing fee.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMPANY
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CHICAGO, STATE OF ILLINOIS, ON NOVEMBER 18, 1996.
PLATINUM technology, inc.
/s/ Michael P. Cullinane
By: _________________________________
Michael P. Cullinane
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
* President, Chief Executive November 18, 1996
____________________________________ Officer (Principal
Andrew J. Filipowski Executive Officer) and
Chairman of the Board of
Directors
* Executive Vice President, November 18, 1996
____________________________________ Chief Operations Officer
Paul L. Humenansky and a Director
/s/ Michael P. Cullinane Executive Vice President, November 18, 1996
____________________________________ Chief Financial Officer
Michael P. Cullinane (Principal Financial and
Accounting Officer),
Treasurer and a Director
* Director November 18, 1996
____________________________________
Casey G. Cowell
* Director November 18, 1996
____________________________________
James E. Cowie
* Director November 18, 1996
____________________________________
Steven D. Devick
* Director November 18, 1996
____________________________________
</TABLE> Gian M. Fulgoni
/s/ Michael P.
Cullinane
*By: __________________________
Michael P. Cullinane
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
5 Opinion of Katten Muchin & Zavis as to the legality of the securi-
ties being registered (including consent)
23.1 Consent of KPMG Peat Marwick LLP, independent public accountants
23.2 Consent of Katten Muchin & Zavis (contained in their opinion filed
as Exhibit 5 hereto)
24* Power of Attorney
</TABLE>
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*Incorporated by reference to Exhibit 24 to the Company's Registration
Statement on Form S-3 (Registration No. 333-15421) filed on November 1,
1996.
<PAGE>
Exhibit 5
Katten, Muchin & Zavis
525 W. Monroe
Chicago, Illinois 60661
(312) 902-5200
November 18, 1996
Platinum technology, inc.
1815 South Meyers Road
Oakbrook Terrace, Illinois 60181
Re: 462(b) Registration Statement on Form S-3
-----------------------------------------
Ladies and Gentlemen:
We have acted as counsel for PLATINUM technology, inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing
of a registration statement on Form S-3 (the "462(b) Registration
Statement") with the Securities and Exchange Commission pursuant to rule
462(b) under the Securities Act of 1933, as amended. The 462(b)
Registration Statement relates to the Company's public offering (the
"Offering") of up to $17,250,000 in principal amount of the Company's 6
3/4% convertible subordinated notes (the "Notes"), including up to
$2,250,000 in principal amount of Notes issuable upon exercise of the
Underwriters' over-allotment option (collectively, the "Notes"), and the
shares of the Company's common stock, .001 par value per share (including
preferred stock purchase rights), 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 462(b) Registration Statement, (b) the Company's
Registration Statement on Form S-3 (File No. 333-15421), as amended, (c)
the Restated Certificate of Incorporation of the Company, as amended, (d)
the By-Laws of the Company, (e) resolutions adopted by the Board of
Directors of the Company, (f) the Indenture between the Company and
American National Bank and Trust Company of Chicago, as Trustee (the
"Indenture"), dated November 18, 1996, relating to the Notes, (g) the form
of Notes attached as Exhibit A to the Indenture, and (h) the Underwriting
Agreement dated November 18, 1996 between the Company and Donaldson, Lufkin
& Jenrette Securities Corporation, Hambrecht & Quist LLC and Robertson,
Stephens & Company LLC.
In connection with this opinion, we have assumed the accuracy and
completeness of all documents and records that we have reviewed, the
genuineness of all signatures, the authenticity of the documents submitted
to us as originals and the conformity to authentic original documents of
all documents submitted to us as certified, conformed or reproduced copies.
We have further assumed that all natural persons involved in the Offering
as contemplated by the 462(b) Registration Statement have sufficient legal
capacity to enter into and perform their respective obligations and to
carry out their roles in the Offering.
<PAGE>
November 18, 1996
Page 2
Based upon and subject to the foregoing, it is our opinion that:
(1) The $17,250,000 in principal amount of Notes covered by the 462(b)
Registration Statement (including the up to $2,250,000 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 New York, 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 use of our name under the heading "Legal Matters"
in the Prospectus forming a part of the 462(b) Registration Statement and
to use of this opinion for filing as Exhibit 5 to the 462(b) Registration
Statement.
Very truly yours,
/s/ KATTEN MUCHIN & ZAVIS
KATTEN MUCHIN & ZAVIS
<PAGE> EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the use of our reports dated March 29, 1996, relating to the
consolidated balance sheets of PLATINUM technology, inc. and subsidiaries as of
December 31, 1994 and 1995, and the related statements of operations,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1995, and related schedule, incorporated herein by
reference and to the reference to our firm under the heading "Experts" in the
prospectus. Our reports were based in part on the reports of other auditors.
/s/KPMG Peat Marwick LLP
------------------------
KPMG Peat Marwick LLP
Chicago, Illinois
November 18, 1996
