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As filed with the Securities and Exchange Commission on March 30, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
under
The Securities Act of 1933
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PLATINUM technology International, inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware 7372 36-3509662
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction Industrial Identification No.)
of Incorporation or Classification Code
Organization) Number)
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)
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Copies to:
MATTHEW S. BROWN, ESQ. DENNIS J. FRIEDMAN, ESQ.
LINDA J. WIGHT, ESQ. BARBARA L. BECKER, ESQ.
Katten Muchin & Zavis Chadbourne & Parke LLP
525 West Monroe Street, Suite 1600 30 Rockefeller Plaza
Chicago, Illinois 60661-3693 New York, New York 10112
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
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. [X] 333-71637
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. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Each Class of Amount to be Offering Price Offering Registration
Securities to be Registered Registered(1) Per Unit Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value............. 2,160 shares N/A $21,323 $4.24
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</TABLE>
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(1) Represents the number of additional shares of common stock, par value $.001
per share, of PLATINUM technology International, inc. (the "PLATINUM Common
Stock") to be issued in exchange for issued and outstanding ordinary shares
of Memco Software Ltd. (the "Memco Ordinary Shares") pursuant to the
Agreement dated as of August 13, 1998. Includes associated rights (the
"Rights") to purchase 1/100 of a share of Series A Participating Preferred
Stock, par value $.01 per share, of PLATINUM technology International, inc.
Rights initially attached to and trade with PLATINUM Common Stock. The value
attributable to such Rights, if any, is reflected in the value 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 2,583 Ordinary Shares of
Memco Software, Ltd. being exchanged for PLATINUM Common Stock, and $8.22,
the average of the high and low prices of Memco Ordinary Shares, as reported
on the Nasdaq National Market on March 25, 1999.
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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 the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended ("Rule 462(b)") to register an
additional 2,160 shares of Common Stock of PLATINUM technology International,
inc., and includes the registration statement facing page, this page, the
signature page, an exhibit index, accountants' consents and an Exhibit 5 legal
opinion. Pursuant to Rule 462(b), the contents of the registration statement on
Form S-4 (File No. 333-71637) of PLATINUM technology International, inc.,
including the exhibits thereto, are incorporated by reference into this
registration statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
PLATINUM technology International, inc., a Delaware corporation, has duly
caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Oakbrook Terrace, State
of Illinois on the 30th day of March, 1999.
Platinum technology International,
inc.
/s/ Michael P. Cullinane
By: _________________________________
Michael P. Cullinane
Executive Vice President,
Chief Financial Officer
and Treasurer
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
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<S> <C> <C>
/s/ * President, Chief Executive March 30, 1999
____________________________________ Officer (Principal
Andrew J. Filipowski Executive Officer) and a
Director
/s/ * Executive Vice President-- March 30, 1999
____________________________________ Product Development, Chief
Paul A. Humenansky Operations Officer and a
Director
/s/ * Executive Vice President, March 30, 1999
____________________________________ Chief Financial Officer,
Michael P. Cullinane Treasurer (Principal
Financial and Accounting
Officer) and a Director
/s/ * Director March 30, 1999
____________________________________
James E. Cowie
/s/ * Director March 30, 1999
____________________________________
Steven D. Devick
/s/ * Director March 30, 1999
____________________________________
Arthur P. Frigo
/s/ * Director March 30, 1999
____________________________________
Gian M. Fulgoni
</TABLE>
* The undersigned has executed this registration statement on behalf of each of
the persons named above pursuant to the Power of Attorney filed with the
Securities and Exchange Commission.
*By: /s/ Michael P. Cullinane
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Michael P. Cullinane
ATTORNEY-IN-FACT
II-3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
5.1 Opinion of Katten Muchin & Zavis as to the legality of the securities
being issued.*
23.1 Consent of Katten Muchin & Zavis (included in their opinion filed as
Exhibit 5.1 herewith).
23.2 Consent of KPMG LLP with respect to PLATINUM's financial statements.*
23.3 Consent of Arthur Andersen LLP with respect to Network Information
Technology's financial statements.*
23.4 Consent of Arthur Andersen LLP with respect to Mastering's financial
statements.*
23.5 Consent of Ernst & Young LLP with respect to Logic Work's financial
statements.*
23.6 Consent of Kost, Forer and Gabbay with respect to AbirNet Ltd.'s
financial statements.*
23.7 Consent of Chaiken, Cohen, Rubin.*
23.8 Consent of Luboshitz, Kasierer & Co.*
24.1 Power of Attorney.(1)
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*Filed herewith.
(1) Incorporated by reference to the Registrant's Registration Statement on Form
S-4 (No. 333-71637) filed on February 2, 1999.
<PAGE>
EXHIBIT 5.1
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Katten Muchin & Zavis
525 W. Monroe, Suite 1600
Chicago, Illinois 60661
March 30, 1999
PLATINUM technology International, inc.
1815 South Meyers Road
Oakbrook Terrace, Illinois 60181
Re: Registration Statement on Form S-4
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Ladies and Gentlemen:
We have acted as counsel for PLATINUM technology International, inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing of a registration statement on Form S-4 (the "Registration Statement")
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended. The Registration Statement relates to the issuance of up to 2,160
shares (the "Shares") of the Company's common stock, $.001 par value per share
(the "Common Stock") pursuant to and in connection with the Company's
acquisition of Memco Software Ltd. ("Memco"), an Israeli corporation.
Capitalized terms used but not defined herein shall have the meanings as set
forth in the Registration Statement.
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 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 Registration
Statement, (b) the Agreement and Plan of Arrangement dated as of August 13, 1998
(the "Agreement") among the Company and Memco, (c) the Restated Certificate of
Incorporation of the Company, (d) the By-laws of the Company, and (e) minutes of
meetings of the Board of Directors of the Company.
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 due authority of the parties signing such documents, 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.
Based upon and subject to the foregoing, it is our opinion that the Shares,
when issued and exchanged by the Company for shares of capital stock of Memco in
accordance with the Agreement, will be legally issued, fully paid and non-
assessable shares of Common Stock.
Our opinion expressed above is limited to the General Corporation Law of
the State of Delaware, 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 the reference to our name in the Registration
Statement under the caption "Legal Matters" and further consent to the filing of
this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ KATTEN MUCHIN & ZAVIS
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
PLATINUM technology International, inc.:
We consent to the use of our reports dated May 28, 1998, relating to the
consolidated balance sheets of PLATINUM technology International, inc. and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1997, and the related
financial statement schedule, incorporated by reference in this registration
statement on Form S-4 from PLATINUM technology International, inc.'s Form S-4
dated February 2, 1999. Our reports are based in part on the reports of other
auditors.
/s/ KPMG LLP
Chicago, Illinois
March 25, 1999
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants of Network Information Technology, Inc., we
hereby consent to the use of our report dated June 12, 1998 incorporated by
reference in this Registration Statement of PLATINUM technology International,
inc. filed on Form S-4 and to all reference to our Firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
New York, New York
March 29, 1999
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Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-4 (expected to be filed by
PLATINUM technology International, inc. on March 29, 1999) of our report dated
January 19, 1998, for Mastering, Inc. included in PLATINUM technology
International, inc.'s Current Report on Form 8-K dated August 4, 1998 and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Denver, Colorado
March 25, 1999
<PAGE>
Exhibit 23.5
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-4 No. 333-00000) of PLATINUM technology International, inc. for the
registration of 2,160 shares of its common stock of our report dated February
10, 1998, except for Note 14, as to which the date is March 14, 1998, with
respect to the consolidated financial statements of Logic Works, Inc. for the
three years ended December 31, 1997 included in the Registration Statement (Form
S-4 No. 333-71637) and related proxy statement/prospectus of PLATINUM technology
International, inc., filed with the Securities and Exchange Commission on
February 2, 1999.
/s/ Ernst & Young LLP
Princeton, New Jersey
March 25, 1999
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EXHIBIT 23.6
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the reference to our firm under the caption "Experts" and
to the use of our report dated March 12, 1998, with respect to the financial
statements of Abirnet Ltd. for the year ended December 31, 1997, included in or
made part of the Registration Statement on Form S-4 and related Prospectus of
Platinum technology International, inc. for the registration of 2,160 shares of
its common stock.
/s/ KOST, FORER and GABBAY
Certified Public Accountants (Israel)
A member of Ernst & Young International
Tel Aviv, Israel
March 29, 1999
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EXHIBIT 23.7
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated February 16, 1998 included or made part of this Registration Statement on
Form S-4 and to all reference to our Firm included in this Registration
Statement on Form S-4.
/s/ CHAIKIN, COHEN, RUBIN
Certified Public Accountants (Israel)
Tel Aviv, Israel
March 29, 1999
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EXHIBIT 23.8
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated February 16, 1998 included or made part of this Registration Statement on
Form S-4 and to all reference to our Firm included in this Registration
Statement on Form S-4.
/s/ LUBOSHITZ, KASIERER & CO.
Member firm of Arthur Andersen
Tel Aviv, Israel
March 29, 1999
