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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 1997
REGISTRATION NO. 333-2382
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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
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ROSS SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
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CALIFORNIA 94-2170198
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1100 JOHNSON FERRY ROAD
SUITE 750
ATLANTA, GEORGIA 30342
(404) 851-1872
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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DENNIS V. VOHS
CHIEF EXECUTIVE OFFICER
ROSS SYSTEMS, INC.
1100 JOHNSON FERRY ROAD
SUITE 750
ATLANTA, GEORGIA 30342
(404) 851-1872
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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WITH A COPY TO:
ROBERT P. BRYANT
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303
(404) 572-4600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time as the selling shareholder may decide.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, 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. /X/
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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The Registrant hereby withdraws from registration 3,094,168 shares of
Common Stock, no par value, representing the securities covered by this
Registration Statement in excess of the securities issuable upon conversion of
the Series D Preferred Stock, all of which Series D Preferred Stock has been
converted.
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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 Registration
Statement Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia on the 31st day of
January, 1997.
ROSS SYSTEMS, INC.
By: /s/ Dennis V. Vohs
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Dennis V. Vohs
President and Chief Executive Officer
