<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 1997
REGISTRATION NO. 333-19619
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ROSS SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
CALIFORNIA 94-2170198
-------------- ----------
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1100 JOHNSON FERRY ROAD
SUITE 750
ATLANTA, GA 30342
(404) 851-1872
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
DENNIS V. VOHS
CHIEF EXECUTIVE OFFICER
ROSS SYSTEMS, INC.
1100 JOHNSON FERRY ROAD
SUITE 750
ATLANTA, GA 30342
(404) 851-1872
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
------------------------
COPIES TO:
ROBERT B. JACK, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time as the selling shareholders may decide.
<TABLE>
Securities to be Registered Amount to be Registered Price per Share(1) Aggregate Offering Price(1) Registration Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 148,235 shares $9.375 $1,389,703 $421.08(3)
51,765 shares $8.00 (2) $ 414,120 $125.48
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- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457. (2) Based on the last reported sale
price on January 15, 1997. (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 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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- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
<PAGE>
SUBJECT TO COMPLETION
DATED JANUARY 21, 1997
200,000 SHARES
ROSS SYSTEMS, INC.
COMMON STOCK
The shares offered by this Prospectus may be sold by certain shareholders
(see "Selling Shareholders") from time to time through brokers, to dealers
acting as principals, directly to purchasers in negotiated transactions, or any
combination of these methods of sale. Sales may be made at prevailing market
prices at the time of such sales, at prices related to such prevailing prices,
at fixed prices that may be changed or at negotiated prices. See "Plan of
Distribution." The Company will not receive any proceeds from the sale of the
shares offered by this Prospectus.
The Company will pay the expenses of this offering (excluding brokerage
commissions), estimated at $12,000.
On January 20, 1997, the last sale price of the Common Stock on the Nasdaq
National Market was $8.75 per share (symbol ROSS).
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS,"
COMMENCING ON PAGE 3.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is January 21, 1997.
<PAGE>
AVAILABLE INFORMATION
As used in this Prospectus, unless the context otherwise requires, the
terms "Ross Systems" and the "Company" mean Ross Systems, Inc. and its
subsidiaries. The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports and proxy information filed
with the Commission pursuant to the informational requirements of the Exchange
Act may be inspected and copied at the public reference facilities maintained by
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the following regional offices of the Commission: New York Regional Office,
75 Park Place, 14th Floor, New York, New York 10007; and Chicago Regional
Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
The Company also has filed with the Commission a Registration Statement
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the securities offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is made to the Registration
Statement, copies of which may be obtained from the Public Reference Section of
the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of
the fees prescribed by the Commission. Statements contained in this Prospectus
as to the contents of any contract or any other document filed, or incorporated
by reference, as an exhibit to the Registration Statement, are qualified in all
respects by such reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents, previously filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference,
except as superseded or modified herein:
Annual Report on Form 10-K for the fiscal year ended June 30, 1996 (the
"Form 10-K Report").
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 (the
"September 30, 1996 Form 10-Q Report").
Current Report on Form 8-K filed January 21, 1997.
Each document filed subsequent to the date of this Prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the
termination of this offering shall be deemed to be incorporated by reference
into this Prospectus and shall be part hereof from the date of filing of such
document. Any statement contained in any document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this Prospectus modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any document described above (other than exhibits). Requests
for such copies should be directed to the Corporate Secretary of Ross Systems,
Inc. at its principal offices located at 1100 Johnson Ferry Road, Suite 750,
Atlanta, Georgia 30342, telephone (404) 851-1872, attention: Corporate
Secretary.
-2-
<PAGE>
RISK FACTORS
An investment in the shares being offered by this Prospectus involves a
high degree of risk. The following factors, in addition to those discussed
elsewhere in this Prospectus, should be carefully considered in evaluating the
Company and its business prospects before purchasing shares offered by this
Prospectus. This Prospectus contains forward-looking statements which involve
risks and uncertainties. The Company's actual results could differ materially
from those anticipated in these forward-looking statements as a result of
certain factors, including those set forth in the following risk factors and
elsewhere in this Prospectus.
REVENUE DECLINES AND OPERATING LOSSES. The Company's total revenues and
software product license revenues declined in fiscal 1994, 1995 and 1996. In
each of these fiscal years, the Company incurred an operating loss. Although
the Company's total revenues and software product license revenues increased in
the first quarter of fiscal 1997 and the Company operated profitably, there can
be no assurance that revenue increases or profitability will be sustained. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Results of Operations -- Revenues" in the Company's Form 10-K
Report and September 30, 1996 Form 10-Q Report.
FLUCTUATIONS IN OPERATING RESULTS. The Company has experienced
significant quarterly fluctuations in operating results and anticipates that
such fluctuations may occur in the future. See quarterly financial
information contained in the Form 10-Q Reports and in Note 14 to the
Consolidated Financial Statements in the Form 10-K Report. Quarterly
revenues depend on the volume and timing of orders received during the
quarter, which are difficult to forecast. The Company generally ships orders
as received and, as a result, typically has little or no backlog.
Historically, the Company has often realized a substantial portion of its
software product license revenues in the last two weeks of a quarter. Due to
the Company's relatively low cost of incremental software product license
revenues, any shortfall or delay in software product license revenues has an
immediate and substantial impact on profitability in the quarter. The
Company has experienced lengthening sales cycles, which have further impacted
its quarterly results. Operating results may also fluctuate due to factors
such as the demand for the Company's products, the size and timing of
customer orders, the introduction of new products and product enhancements by
the Company or its competitors, changes in the proportion of revenues
attributable to software product licenses versus consulting and other
services, changes in the level of operating expenses, and competitive
conditions in the industry. Many of the factors that could result in
quarterly fluctuations are not within the Company's control. Fluctuations in
operating results may result in volatility in the price of the Company's
Common Stock. During the period including fiscal 1996 and 1997 through the
date of this prospectus, the market prices of the Common Stock have ranged
from a high of $9.625 to a low of $2.1875.
LIQUIDITY AND CAPITAL RESOURCES. In fiscal 1995 and 1996, the Company used
cash of $10.3 million and $12.7 million, respectively, for operations and for
investments in capitalized software, property and equipment. At September 30,
1996, the Company had $2.3 million of cash and cash equivalents and total
borrowings of $8.1 million against a $10 million revolving credit facility.
Borrowings under the revolving credit facility are collateralized by
substantially all of the assets of the Company and availability is based on
eligible accounts receivable, as determined in the lender's sole discretion.
Primarily as a result of losses and payments of approximately $5.6 million
associated with the settlement of two lawsuits, the Company issued equity
securities in fiscal 1995, 1996 and 1997, to finance its operations. These
issuances have increased the number of Common and Common equivalent shares
outstanding by approximately 58% since the end of fiscal 1994. The Company
believes that additional equity or debt issuances will be necessary or advisable
to finance the growth of the business. There can be no assurance that any such
financing could be made on favorable terms.
INTERNATIONAL SALES. The Company derived approximately 40% and 32% of its
total revenues from international sales in fiscal 1995 and 1996, respectively,
and expects that such sales will continue to generate a significant percentage
of total revenues. To date, the Company has not sought to hedge the risks
associated with currency fluctuations, but may engage in such transactions in
the future in order to reduce its exposure to currency fluctuations. The
Company is also subject to other risks associated with international operations,
including tariff regulations, unexpected changes in regulatory requirements,
longer accounts receivable payment cycles, potentially adverse tax consequences,
economic and political instability, restrictions on repatriation of earnings,
and the burdens of complying with a wide variety of foreign laws. There can be
no assurance that such factors will not have a material adverse effect on the
Company's future international sales and, consequently, on the Company's
business, financial condition and results of operations. See "Business --
Marketing and Sales" in the Form 10-K Report and "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Results of
Operations" in the Form 10-K Report and the September 30, 1996 Form 10-Q Report.
-3-
<PAGE>
RAPID TECHNOLOGICAL CHANGE; PRODUCT TRANSITIONS. The market for the
Company's products is characterized by ongoing technological developments,
evolving industry standards and rapid changes in customer requirements. As a
result, the Company's prospects depend upon its ability to continue to enhance
its existing products, develop and introduce in a timely manner new products
that take advantage of technological advances, and respond to new customer
requirements. There can be no assurance that the Company will be successful in
developing and marketing enhancements to its existing products or new products
incorporating new technology on a timely basis, or that its new products will
adequately address the changing needs of its markets. If the Company is unable
to develop and introduce new products, or enhancements to existing products, in
a timely manner in response to changing market conditions or customer
requirements, the Company's business and results of operations will be
materially and adversely affected. From time to time, the Company or its
competitors may announce new products, capabilities or technologies that have
the potential to replace or shorten the life cycles of the Company's existing
products. There can be no assurance that announcements of currently planned or
other new products will not cause customers to defer purchasing existing Company
products. Software products as complex as those offered by the Company may
contain undetected errors when first introduced or as new versions are released.
There can be no assurance that errors will not be found in new products after
commencement of commercial shipments, resulting in a loss of or delay in market
acceptance. See "Business -- Competition" in the Form 10-K Report.
COMPETITION. The business applications software market is intensely
competitive. Due to the breadth of the Company's product line, it competes with
a broad range of applications software companies whose products operate with
Digital Equipment Corporation ("DEC"), Hewlett-Packard Company ("HP") and
International Business Machines Corporation ("IBM") RS/6000 computers. The
Company's primary competitors include the following: business application
software providers which offer products on multiple platforms, such as Oracle,
Peoplesoft and SAP; business application software providers that have ported
their software from the IBM mainframe environment to operate with DEC, HP or IBM
RS/6000 computers, such as Dun and Bradstreet Software; and business
applications software providers in vertical markets that offer products that
compete with the Company's process manufacturing products, such as Marcam
Corporation. In the human resource market, the Company competes with various
business applications software providers, including Peoplesoft. Additionally,
the Company faces competition from third-party business application processing
providers operating on minicomputers such as the IBM AS/400. Many of the
Company's competitors have substantially greater financial, technical, marketing
and sales resources than the Company. See "Business -- Competition" in the Form
10-K Report.
DEPENDENCE ON AND RELATIONSHIP WITH DEC, HP AND IBM. A significant portion
of the Company's total revenues are derived from business application software
products and related services for users of DEC, HP and IBM computers. The
Company's business therefore depends to a large extent on the success of DEC, HP
and IBM computers in the commercial marketplace. The Company's business would
be materially and adversely affected if DEC's, HP's or IBM's share of the
commercial market declined or if their installed customer base in this market
eroded. The Company considers its close relationships with DEC, HP and IBM in
marketing, sales and software product development activities to be strategic to
the Company's business. The Company would be materially and adversely affected
if DEC, HP or IBM decided to terminate or significantly reduce its cooperation
with the Company in these activities, or to market products competitive with the
Company's products. See "Business -- Marketing and Sales" in the Form 10-K
Report.
KEY EMPLOYEES. The Company's success depends on a number of its key
employees, most of whom are not subject to employment contracts. The loss of
the services of these key employees could have a material adverse effect on the
Company. The Company believes that its future success will also depend in large
part on its ability to attract and retain highly-skilled technical, managerial
and marketing personnel. Competition for such personnel in the software
industry is intense, and there can be no assurance that the Company will be
successful in attracting and retaining such personnel. See "Business --
Employees" in the Form 10-K Report.
DEPENDENCE ON PROPRIETARY TECHNOLOGY; RISK OF TECHNOLOGY LITIGATION.
The Company's success is dependent upon its proprietary technology and
products. The Company regards its software as proprietary and, to date, has
relied principally upon copyrights, trademarks, trade secrets and contractual
restrictions to protect its proprietary technology. The Company currently
has no patents. The Company generally enters into confidentiality agreements
with employees and confidentiality and license agreements with its
distributors, customers and potential customers, and limits access to and
distribution of the source code to its software and other proprietary
information. Under some circumstances, the Company grants licenses that give
limited access to the source code of the Company's products which increases
the likelihood of misappropriation or misuse of the Company's technology.
Accordingly, despite precautions taken by the Company, it may be possible for
unauthorized third parties to copy certain portions of the Company's
technology or to obtain and use information that the Company regards as
proprietary. There can be no assurance that the steps taken
-4-
<PAGE>
by the Company will be adequate to prevent misappropriation of its technology
or to provide an adequate remedy in the event of a breach by others. In
addition, the laws of some foreign countries do not protect the Company's
proprietary rights to the same extent as do the laws of the United States.
There has been substantial industry litigation regarding intellectual
property rights of technology companies. Although the Company is not aware of
any infringement by its products of any patents or proprietary rights of others,
patent protection for software is still a developing area of law. The Company
has, in the past, been subject to litigation related to alleged infringement by
the Company of a third party's rights, which resulted not only in the Company
incurring significant legal fees and settlement costs but also in a substantial
diversion of management attention and a loss of software product license
revenues due to prospective customer concerns related to such litigation. In
the future, the Company may be subject to additional litigation to defend the
Company against claimed infringement of the rights of others or to determine the
scope and validity of the proprietary rights of others. Any such litigation
could be costly and cause diversion of management's attention, either of which
could have a material adverse affect on the Company's business, results of
operations and financial condition. Adverse determinations in such litigation
could result in the loss of the Company's proprietary rights, subject the
Company to significant liabilities, require the Company to seek licenses from
third parties or prevent the Company from manufacturing or selling its products,
any one of which could have a material adverse effect on the Company's business,
financial condition and results of operations. Furthermore, there can be no
assurance that any necessary licenses will be available on reasonable terms, or
at all. See "Business -- Proprietary Rights and Licenses" in the Form 10-K
Report.
-5-
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership by the Selling Shareholders of shares of the Company's
Common Stock. The shares offered by this Prospectus were acquired by the
Selling Shareholders from the Company in consideration of the exchange of all
outstanding shares of two Spanish corporations that distribute the Company's
products, as well as certain of their own proprietary products, in Spain. None
of the Selling Shareholders is an executive officer or director of the Company
or beneficially owns as much as 1% of the outstanding shares of Common Stock of
the Company. The Selling Shareholders may choose to sell less than all or none
of the shares of Common Stock offered hereby.
SHARES OWNED SHARES SHARES OWNED
NAME BEFORE OFFERING(1) OFFERED AFTER OFFERING(2)
- ----------------------- ------------------- ------------ ------------------
Oscar Pierre Prats. . . 194,231 179,453 14,778
Aaron Almansa Monguilot 21,582 19,940 1,642
Immaculada Miguel Comas 657 607 50
- -----------------------
1 Includes shares held in escrow and subject to potential reduction.
2 Assumes all shares offered by this Prospectus are sold and that the shares
in escrow are not sold.
PLAN OF DISTRIBUTION
The sale of all or a portion of the shares of Common Stock offered hereby
by the Selling Shareholders may be effected from time to time at prevailing
market prices at the time of such sales, at prices related to such prevailing
prices, at fixed prices that may be changed or at negotiated prices. The
Selling Shareholders may effect such transactions by selling directly to
purchasers in negotiated transactions, to dealers acting as principals or
through one or more brokers, or any combination of these methods of sale. In
addition, shares may be transferred in connection with the settlement of call
options, short sales or similar transactions that may be effected by the Selling
Shareholders. Dealers or brokers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders. The
Selling Shareholders and any brokers or dealers that participate in the
distribution may under certain circumstances be deemed to be "underwriters"
within the meaning of the Securities Act, and any commissions received by such
brokers or dealers and any profits realized on the resale of shares by them may
be deemed to be underwriting discounts and commissions under the Securities Act.
The Company and the Selling Shareholders may agree to indemnify such brokers or
dealers against certain liabilities, including liabilities under the Securities
Act.
To the extent required under the Securities Act or the rules of the
Commission, a supplemental prospectus will be filed, disclosing (a) the name of
any such brokers or dealers, (b) the number of shares involved, (c) the price at
which such shares are to be sold, (d) the commissions paid or discounts or
concessions allowed to such brokers or dealers, where applicable, (e) that such
brokers or dealers did not conduct any investigation to verify the information
set out or incorporated by reference in this prospectus, as supplemented, and
(f) other facts material to the transaction.
There is no assurance that any of the Selling Shareholders will sell any or
all of the shares of Common Stock offered hereby.
The Company has agreed to pay the expenses incurred in connection with the
registration of the shares of Common Stock offered hereby. The Selling
Shareholders will be responsible for all selling commissions, transfer taxes and
related charges in connection with the offer and sale of such shares.
-6-
<PAGE>
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon by
Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, Palo Alto,
California.
EXPERTS
The consolidated balance sheet as of June 30, 1996 and the related
consolidated statement of operations, shareholders' equity, and cash flows
for the year then ended, incorporated by reference in this Prospectus and
Registration Statement from the Company's 1996 Annual Report on Form 10-K,
have been incorporated herein in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, given upon the authority of that firm as
experts in accounting and auditing.
The Consolidated Financial Statements and Schedule of the Company at
June 30, 1995 and for each of the two years in the period ended June 30,
1995, have been incorporated by reference in this Prospectus and Registration
Statement in reliance upon the report of KPMG Peat Marwick LLP, independent
auditors, incorporated by reference in this Prospectus and Registration
Statement, and upon the authority of said firm as experts in accounting and
auditing.
-7-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered. All of the amounts
shown are estimates except the Securities and Exchange Commission registration
fee.
Securities and Exchange Commission registration fee. . . . . . . . . . 546
Printing and engraving expenses. . . . . . . . . . . . . . . . . . . . 3,000
Legal fees and expenses. . . . . . . . . . . . . . . . . . . . . . . . 2,000
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . 6,000
Miscellaneous expenses . . . . . . . . . . . . . . . . . . . . . . . . 454
------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12,000
------
------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Fourth Article of the Registrant's Restated Articles of Incorporation
provides for the indemnification of directors to the fullest extent permissible
under California law.
Article VI of the Registrant's Bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the corporation if
such person acted in good faith and in a manner reasonably believed to be in and
not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, the indemnified party had no reason to believe
his conduct was unlawful.
The Registrant has entered into indemnification agreements with its
directors and executive officers, and intends to enter into indemnification
agreements with any new directors and executive officers in the future.
ITEM 16. EXHIBITS
4.2* Articles of Incorporation of Registrant, as amended
4.3** By-Laws of Registrant, as amended
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.
23.1+ Consent of Coopers & Lybrand L.L.P., Independent Accountants
23.2+ Consent of KPMG Peat Marwick LLP, Independent Auditors
23.3+ Consent of KPMG, Independent Auditors
II-1
<PAGE>
23.4 Consent of Wilson, Sonsini, Goodrich & Rosati, P.C. (included in
Exhibit 5.1)
24.1+ Power of Attorney (included at page II-3)
- --------------------
+ Previously filed.
* Incorporated by reference to the exhibit filed with Registrant's December
31, 1995 Form 10-Q Report, as amended by the exhibits filed by the
Registrant's Current Report on Form 8-K dated February 13, 1996.
** Incorporated by reference to the exhibit filed with Registrant's Annual
Report on Form 10-K filed September 27, 1993.
ITEM 17. UNDERTAKINGS
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 Securities 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 of controlling persons 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 Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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.
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. That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of Prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
4. That, for purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of Prospectus
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.
5. For purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement 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.
6. 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Redwood City, California, on this 20th day of
January, 1997.
ROSS SYSTEMS, INC.
/s/ JAMES A. WATTS, JR.
-------------------------------------------------
James A. Watts, Jr.
Vice President, Finance and
Administration, Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the date signed by the Company:
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------- -------------------------------------------- --------------------------------
<S> <C> <C>
DENNIS V. VOHS* Chairman of the Board and Chief January 20, 1997
- ------------------------------- Executive Officer
(Dennis V. Vohs) (Principal Executive Officer)
/S/ JAMES A. WATTS, JR. Vice President, Finance and January 20, 1997
- ------------------------------ Administration, Chief Financial
(James A. Watts, Jr.) Officer (Principal Financial and
Accounting Officer) and Secretary
MARIO M. ROSATI* Director January 20, 1997
- -------------------------------
(Mario M. Rosati)
BRUCE J. RYAN* Director January 20, 1997
- ------------------------------
(Bruce J. Ryan)
J. PATRICK TINLEY* President, Chief Operating Officer January 20, 1997
------------------------------ and Director
(J. Patrick Tinley)
A. DAVID TORY* Director January 20, 1997
------------------------------
(A. David Tory)
*BY /s/ JAMES A. WATTS, JR.
---------------------------
Attorney in Fact
James A. Watts, Jr.
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Numbered
Page
4.2 Restated Articles of Incorporation of Registrant . . . . (A)
4.3 By-Laws of Registrant . . . . . . . . . . . . . . . . . . (B)
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C. . . .
23.1* Consent of Coopers & Lybrand L.L.P., Independent Accountants
23.2* Consent of KPMG Peat Marwick LLP, Independent Auditors .
23.3* Consent of KPMG, Independent Auditors . . . . . . . . . .
23.4 Consent of Wilson, Sonsini, Goodrich & Rosati, P.C.
(included in Exhibit 5.1) . . . . . . . . . . . . . . . .
24.2* Power of Attorney (included at page II-3) . . . . . . . .
- --------------------
* Previously filed.
(A) Incorporated by reference to the exhibit filed with Registrant's December
31, 1995 Form 10-Q Report, as amended by the exhibits filed by the
Registrant's Current Report on Form 8-K dated February 13, 1996.
(B) Incorporated by reference to the exhibit filed with Registrant's Annual
Report on Form 10-K filed September 27, 1993.
<PAGE>
EXHIBIT 5.1
[letterhead]
January 21, 1996
Ross Systems, Inc.
555 Twin Dolphin Drive
Redwood City, California 94065
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 of Ross
Systems, Inc. (the "Company") filed with the Securities and Exchange
Commission (the "Registration Statement") on the date hereof, in connection
with the registration under the Securities Act of 1933, as amended, of an
offering by certain shareholders of certain outstanding shares of the
Company's Common Stock (the "Shares").
It is our opinion that the Shares are legally and validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in
the Registration Statement, including the Prospectus constituting a part
thereof, and any amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
