<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1998
REGISTRATION NO. 333-48965
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
PLATINUM TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7372 36-3509662
(STATE OR OTHER (PRIMARY STANDARD (I.R.S.
JURISDICTIONOF INDUSTRIALCLASSIFICATION EMPLOYERIDENTIFICATION
INCORPORATION OR CODE NUMBER) NO.)
ORGANIZATION)
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)
ANDREW J. FILIPOWSKI
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.MARK D. WOOD, THOMAS A. COLE, ESQ.
ESQ. PAUL L. CHOI, ESQ.
Katten Muchin & Zavis Sidley & Austin
525 West Monroe Street, Suite 1600 One First National Plaza
Chicago, Illinois 60661-3693 Chicago, Illinois 60603
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At the
effective time of the merger of a wholly-owned subsidiary of the Registrant
with and into Mastering, Inc. which shall occur as soon as practicable after
the effective date of this Registration Statement and the satisfaction of all
conditions to closing of such merger.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] _____________________________
If this form is a post-effective amendment filed pursuant to Rule 462(d)
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. [_] ____________________________________________________
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED TO BE REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value.................. 8,342,759 shares(1) N/A $ 194,369,516(2) $57,340(3)
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Represents the maximum number of shares of common stock, par value $.001
per share, of PLATINUM technology, inc. (the "PLATINUM Common Stock")
issuable in the merger, assuming the exercise of all outstanding options
to purchase shares of Mastering, Inc. common stock. Includes associated
rights ("Rights") to purchase 1/100 of a share of Series A Participating
Preferred Stock, par value $.01 per share, of PLATINUM technology, inc.
Rights initially are attached to and trade with the PLATINUM Common Stock.
The value attributable to such Rights, if any, is reflected in the market
price of the PLATINUM Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(1) and 457(c), based upon 18,622,229 shares of
common stock of Mastering, Inc. being exchanged for PLATINUM Common Stock
using the average high and low prices of Mastering, Inc. common stock of
$10.4375, as reported on the Nasdaq National Market on March 24, 1998.
(3) Previously paid.
--------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Ten of PLATINUM's Restated Certificate of Incorporation provides
that PLATINUM shall indemnify its directors to the full extent permitted by
the Delaware General Corporation Law and may indemnify its officers to such
extent, except that PLATINUM shall not be obligated to indemnify any such
person (i) with respect to proceedings, claims or actions initiated or brought
voluntarily by any such person and not by way of defense, or (ii) for any
amounts paid in settlement of an action indemnified against by PLATINUM
without the prior written consent of PLATINUM. With the approval of its
stockholders, PLATINUM has entered into indemnity agreements with each of its
directors and certain of its officers. These agreements may require PLATINUM,
among other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors
or officers, to advance expenses to them as they are incurred, provided that
they undertake to repay the amount advanced if it is ultimately determined by
a court that they are not entitled to indemnification, and to obtain
directors' and officers' liability insurance if available on reasonable terms.
In addition, Article Nine of PLATINUM's Restated Certificate of
Incorporation provides that a director of PLATINUM shall not be personally
liable to PLATINUM or its stockholders for monetary damages for breach of his
or her fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to PLATINUM or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the General Corporation
Law of the State of Delaware, or (iv) for any transaction from which the
director derives an improper personal benefit.
Reference is made to Section 145 of the General Corporation Law of the State
of Delaware which provides for indemnification of directors and officers in
certain circumstances.
PLATINUM has purchased an insurance policy under which it is entitled to be
reimbursed for certain indemnity payments it is required or permitted to make
to its directors and officers.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following exhibits are filed with this Registration Statement:
<TABLE>
<CAPTION>
EXHIBITS
<C> <S>
2.1 Agreement and Plan of Merger among the Registrant, PT Acquisition
Corporation I and Mastering, Inc. ("Mastering"), dated as of February
18, 1998 (the "Merger Agreement") (attached as Appendix A to the
Proxy Statement/Prospectus contained in this Registration Statement).
The exhibits to the Merger Agreement are omitted pursuant to Item
601(b)(2) of Regulation S-K. The Registrant agrees to furnish
supplementally to the Commission, upon request, a copy of any omitted
exhibits.*
3.1 Restated Certificate of Incorporation of the Registrant, incorporated
by reference to Exhibit 3.1 to PLATINUM's Registration Statement on
Form S-1, Registration Statement No. 33-39233 (the "IPO S-1
Registration Statement").
3.2 Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 to
the IPO S-1 Registration Statement.
4.1 Specimen stock certificate representing Common Stock, incorporated by
reference to Exhibit 4.1 to the IPO S-1 Registration Statement.
4.2 Rights Agreement dated as of December 21, 1995 between the Company
and Harris Trust and Savings Bank, incorporated by reference to
Exhibit 1 to the Company's Registration Statement on Form 8-A, filed
December 26, 1995 (the "1995 8-A").
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
<C> <S>
4.3 Certificate of Designations of the Class II Series A Junior
Participating Preferred Stock, incorporated by reference to Exhibit
4.3 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (the "1995 10-K").
4.4 Indenture between the Company and American National Bank and Trust
Company, as Trustee, dated as of November 18, 1996, incorporated by
reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997 ("1997 10-K").
4.5 Form of Note for the Company's convertible subordinated notes due
2001, incorporated by reference to Exhibit 4.5 to the 1997 10-K.
4.6 Indenture between the Company and American National Bank and Trust
Company, as Trustee, dated as of December 15, 1997, incorporated by
reference to Exhibit 4.6 to the 1997 10-K.
4.7 Form of Note for the Company's convertible subordinated notes due
2002, incorporated by reference to Exhibit 4.7 to the 1997 10-K.
Opinion of Katten Muchin & Zavis as to the legality of the securities
5.1 being issued.*
8.1 Opinion of Katten Muchin & Zavis as to tax matters.*
10.1 1989 Stock Option Plan, incorporated by reference to Exhibit 10.1 to
the IPO S-1 Registration Statement.
10.2 Forms of Stock Option Agreements, incorporated by reference to
Exhibit 10.2 to the IPO S-1 Registration Statement.
10.3 Chief Executive Stock Option Plan, incorporated by reference to
Exhibit 10.3 to the IPO S-1 Registration Statement.
10.4 Chief Executive Stock Option Agreement, incorporated by reference to
Exhibit 10.4 to the IPO S-1 Registration Statement.
10.5 1991 Stock Option Plan, incorporated by reference to Exhibit 10.5 to
the IPO S-1 Registration Statement.
10.6 Amended and Restated Employment Agreement between Andrew J.
Filipowski and the Company, dated as of January 1, 1996, incorporated
by reference to Exhibit 10.6 to the 1997 10-K.
10.7 Amended and Restated Employment Agreement between Michael P.
Cullinane and the Company, dated as of January 1, 1996, incorporated
by reference to Exhibit 10.7 to the 1997 10-K.
10.8 Amended and Restated Employment Agreement between Paul L. Humenansky
and the Company, dated as of October 28, 1997, incorporated by
reference to Exhibit 10.8 to the 1997 10-K.
10.9 Form of Indemnification Agreement between the Company and each of
Andrew J. Filipowski, Michael P. Cullinane, Paul L. Humenansky, Casey
G. Cowell, James E. Cowie, Steven D. Devick and Gian Fulgoni,
incorporated by reference to Exhibit 10.10 to the IPO S-1
Registration Statement.
10.10 Forms of Affiliate Agreements, incorporated by reference to Exhibit
10.11 to the IPO S-1 Registration Statement.
10.11 Form of Master Product License Agreement, incorporated by reference
to Exhibit 10.11 to the 1995 10-K.
10.12 Office Lease, dated May 6, 1992, between the Company and LaSalle
National Trust N.A. as Trustee (the "Oakbrook Terrace Lease"),
incorporated by reference to Exhibit 10.20 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992.
10.13 PLATINUM technology, inc. 1993 Directors' Stock Option Plan,
incorporated by reference to Exhibit 10.18 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1994 (the "June
1994 10-Q").
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
<C> <S>
10.14 PLATINUM technology, inc. 1994 Stock Incentive Plan, incorporated by
reference to Exhibit 10.19 to the June 1994 10-Q.
10.15 Amendments to the PLATINUM technology, inc. 1994 Stock Incentive
Plan, incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-8, Registration No. 33-85798 (the
"1994 S-8").
10.16 Form of Option Agreement under the PLATINUM technology, inc. 1993
Director's Stock Option Plan, incorporated by reference to Exhibit
4.4 to the 1994 S-8.
10.17 Form of Option Agreement under the PLATINUM technology, inc. 1994
Stock Incentive Plan, incorporated by reference to Exhibit 4.5 to the
1994 S-8.
10.18 Amendment Number One, dated as of May 3, 1993, to the Oakbrook
Terrace Lease, incorporated by reference to Exhibit 10.19 to the 1994
10-K.
10.19 Amendment Number Two, dated as of October 26, 1993, to the Oakbrook
Terrace Lease, incorporated by reference to Exhibit 10.20 to the 1994
10-K.
10.20 Amendment Number Three, dated as of December 22, 1994, to the
Oakbrook Terrace Lease, incorporated by reference to Exhibit 10.21 to
the 1994 10-K.
10.21 Office Lease, dated August 8, 1994, between the Company and L.J.
Sheridan & Co. as court appointed receiver, incorporated by reference
to Exhibit 10.22 to the 1994 10-K.
10.22 PLATINUM technology, inc. Employee Incentive Compensation Plan,
incorporated by reference to Exhibit 10.23 to the Company's
Registration Statement on Form S-4, Registration No. 33-94410 (the
"1995 S-4").
10.23 Lease Agreement, dated as of March 30, 1995, between the Company and
Lisle Property Venture, Inc. (the "March 1995 Lisle Lease"),
incorporated by reference to Exhibit 10.24 to the 1995 S-4.
10.24 First Amendment, dated as of September 15, 1995, to the March 1995
Lisle Lease, incorporated by reference to Exhibit 10.25 to the 1995
10-K.
10.25 Second Amendment, dated as of September 15, 1995, to the March 1995
Lisle Lease, incorporated by reference to Exhibit 10.26 to the 1995
10-K.
10.26 Third Amendment, dated as of January 3, 1996, to the March 1995 Lisle
Lease, incorporated by reference to Exhibit 10.27 to the 1995 10-K.
10.27 Lease Agreement, dated as of October 31, 1995, between Lisle Property
Venture, Inc. and the Company (the "October 1995 Lisle Lease"),
incorporated by reference to Exhibit 10.28 to the 1995 10-K.
10.28 Amendment Number Four, dated as of March 9, 1995, to the Oakbrook
Terrace Lease, incorporated by reference to Exhibit 10.29 to the 1995
10-K.
10.29 Loan Agreement, dated as of December 31, 1995, between the Company
and American National Bank and Trust Company of Chicago (the "Loan
Agreement"), incorporated by reference to Exhibit 10.30 to the 1995
10-K.
10.30 First Amendment, dated as of December 31, 1996, to the Loan
Agreement, incorporated by reference to Exhibit 10.30 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1996 (the "1996 10-K").
10.31 First Amendment, dated as of May 23, 1996, to the October 31, 1995
Lisle Lease, incorporated by reference to Exhibit 10.31 to the 1996
10-K.
10.32 Second Amendment, dated as of May 24, 1996, to the October 31, 1995
Lisle Lease, incorporated by reference to Exhibit 10.32 to the 1996
10-K.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
<C> <S>
10.33 Lease Agreement, dated as of July 17, 1996, between the Company and
Oakbrook Tower Limited Partnership, incorporated by reference to
Exhibit 10.33 to the 1996 10-K.
10.34 PLATINUM technology, inc. 1996 Stock Purchase Plan, incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on
Form S-8, Registration No. 333-03284 (the "April 1996
S-8").
10.35 PLATINUM technology, inc. Amended and Restated 1993 Directors' Stock
Option Plan, incorporated by reference to Exhibit 4.2 to the April
1996 S-8.
10.36 Amendment to the PLATINUM technology, inc. 1994 Stock Incentive Plan,
incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996 (the "June 1996 10-Q").
10.37 First Amendment to the PLATINUM technology, inc. Employee Incentive
Compensation Plan, incorporated by reference to the June 1996 10-Q.
10.38 Second Amendment to the PLATINUM technology, inc. Employee Incentive
Compensation Plan, incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997 (the "June 1997 10-Q").
10.39 Amendment Number Five, dated as of December 1, 1996, to the Oakbrook
Terrace Lease, incorporated by reference to Exhibit 10.2 to the June
1997 10-Q.
10.40 Amendment Number Six, dated as of April 30, 1997, to the Oakbrook
Terrace Lease, incorporated by reference to Exhibit 10.3 to the June
1997 10-Q.
10.41 Amendment Number Seven, dated as of September 16, 1997, to the
Oakbrook Terrace Lease, incorporated by reference to Exhibit 10.42 to
the Company's Registration Statement on Form S-1, Registration No.
333-40075.
10.42 Credit Agreement, dated as of December 22, 1997, between the Company
and American National Bank and Trust Company of Chicago, as Agent,
incorporated by reference to Exhibit 10.42 to the Company's Form 10-K
for the year ended December 31, 1998.
12 Computation of Ratios of Earnings to Fixed Charges, incorporated by
reference to Exhibit 12 to the 1997 10-K.
21 Subsidiaries of the Company, incorporated by reference to Exhibit 21
to the 1997 10-K.
23.1 Consent of Katten Muchin & Zavis (included in its opinions filed as
Exhibits 5.1 and 8.1 herewith).*
23.2 Consent of KPMG Peat Marwick LLP.*
23.3 Consent of Arthur Andersen LLP.*
23.4 Consent to Piper Jaffray Inc.*
24.1 Power of Attorney (included on the signature page).*
99.1 Form of proxy card to be used in soliciting Mastering's stockholders
for its special meeting.*
</TABLE>
*Previously filed
(b) See Schedule II--Valuation and Qualifying Accounts in the Proxy
Statement/Prospectus contained in this Registration Statement.
(c) The opinion of Piper Jaffray Inc. is included as Appendix B to the Proxy
Statement/Prospectus contained in this Registration Statement.
II-4
<PAGE>
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) That insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, the registrant,
PLATINUM technology, inc., a Delaware corporation, has duly caused this
amendment to the Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Chicago, State of
Illinois on the 31st day of March, 1998.
PLATINUM technology, inc.
/s/ Andrew J. Filipowski
By: _________________________________
Andrew J. Filipowski
President and Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS
IN THE CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE TITLE DATE
/s/ Andrew J. Filipowski President, Chief
- ------------------------------------- Executive Officer March 31, 1998
Andrew J. Filipowski (Principal
Executive Officer)
and a Director
Executive Vice
* President--Product March 31, 1998
- ------------------------------------- Development, Chief
Paul L. Humenansky Operations Officer
and a Director
Executive Vice
* President, Chief March 31, 1998
- ------------------------------------- Financial Officer,
Michael P. Cullinane Treasurer
(Principal
Financial and
Accounting Officer)
and a Director
Director
- -------------------------------------
James E. Cowie
Director
* March 31, 1998
- -------------------------------------
Steven D. Devick
Director
* March 31, 1998
- -------------------------------------
Arthur P. Frigo
Director
* March 31, 1998
- -------------------------------------
Gian M. Fulgoni
*/s/ Andrew J. Filipowski
- -------------------------------------
Andrew J. Filipowski
As Attorney-in-fact
II-6
