<PAGE>
As filed with the Securities and Exchange Commission on April 15, 1999
Registration No. 333-48047
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLATINUM technology International, 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)
Larry S. Freedman
PLATINUM technology, inc.
1815 South Meyers Road
Oakbrook Terrace, Illinois 60181
(708) 620-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
Matthew S. Brown, Esq.
Mark D. Wood, Esq.
Katten Muchin & Zavis
525 West Monroe Street, Suite 1600
Chicago, Illinois 60661
(312) 902-5200
Approximate date of commencement of proposed sale to the public: From time
to time 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: [_] ____________
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. [_]
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Pursuant to this Registration Statement, as amended, PLATINUM technology
International, inc. (the "Registrant") registered $150,000,000 in principal
amount of the Registrant's 6.25% Convertible Subordinated Notes due 2002 and
shares of Common Stock, $.001 par value, issued or issuable upon conversion
thereof ("Securities") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
The Registration Statement was declared effective on May 28, 1998.
Registrant suspended the use of the Registration Statement on December 31, 1998.
The Registrant is filing this Post-Effective Amendment to the Registration
Statement in order to withdraw from registration certain Securities covered by
the Registration Statement which remained unsold pursuant to this Registration
Statement on December 31, 1998.
Of the $150,000,000 in Securities registered, $93,250,000 were sold
pursuant to this Registration Statement. $56,750,000 of the Securities
registered under the Registration Statement were not offered for sale under this
Registration Statement by the selling holders. Accordingly, the Registrant
hereby amends the Registration Statement to withdraw from registration such
$56,750,000 of the Securities.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oakbrook Terrace, State of Illinois, on April 15,
1999.
PLATINUM technology International, inc.
By: /s/ Andrew J. Filipowski
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Andrew J. Filipowski
President and Chief Financial Officer
POWER OF ATTORNEY
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.
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------ ------------------------------------------------------ --------------
<S> <C> <C>
/s/ Andrew J. Filipowski President, Chief Executive Officer (Principal April 15, 1999
- ------------------------ Executive Officer) and a Director
Andrew J. Filipowski
* Executive Vice President, Chief Operations Officer April 15, 1999
- ------------------------ and a Director
Paul L. Humenansky
* Executive Vice President, Chief Financial Officer April 15, 1999
- ------------------------ (Principal Financial and Accounting Officer),
Michael P. Cullinane Treasurer and a Director
*
- ------------------------ Director April 15, 1999
Arthur Frigo
*
- ------------------------ Director April 15, 1999
James E. Cowie
*
- ------------------------ Director April 15, 1999
Steven D. Devick
*
- ------------------------ Director April 15, 1999
Gian M. Fulgoni
</TABLE>
* By: /s/ Andrew J. Filipowski
-------------------------------
Andrew J. Filipowski
Attorney-in-Fact
