<PAGE>
As filed with the Securities and Exchange Commission on January 22, 1998
Registration No. 333-________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------
ROSS SYSTEMS, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 94-2170198
------------------------ -------------------
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
Two Concourse Parkway
Suite 800
Atlanta, GA 30328
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
------------------
1998 INCENTIVE STOCK PLAN
(Full title of the Plan)
------------------
Dennis V. Vohs
Chairman of the Board and
Chief Executive Officer
ROSS SYSTEMS, INC.
Two Concourse Parkway
Suite 800
Atlanta, GA 30328
(770) 351-9600
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-------------------------------------------------------
COPY TO:
Robert B. Jack
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
-------------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value, to be issued
pursuant to Registrant's 1998 Incentive Stock
Plan: 900,000 $3.125 $2,812,500 $830.00
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The shares covered by this Registration Statement represent shares of
Common Stock which have become available for issuance under the
Registrant's 1998 Incentive Stock Plan which was approved by the
shareholders at the Registrant's Annual Meeting held on November 19, 1997.
(2) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee based on the closing price of Registrant's Common Stock as
reported by the Nasdaq National Market System on January 20, 1998.
<PAGE>
ROSS SYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:
(a) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed March 22,
1991;
(b) Current Report on Form 8-K filed August 19, 1997;
(c) Annual Report on Form 10-K for the fiscal year ended June 30,
1997.
(d) Definitive Proxy Statement filed October 8, 1997;
(e) Quarterly Report on Form 10-Q for the quarter ended September 30,
1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of the date hereof, certain members of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, hold options to purchase 27,500 shares of the
Registrant's Common Stock. Mario M. Rosati, a member of such firm, is a
Director and Assistant Secretary of the Registrant.
<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has adopted provisions in its Articles of Incorporation and
Bylaws that limit the liability of its directors. As permitted by the
California Corporations Code, directors will not be liable to the Company for
monetary damages arising from a breach of their fiduciary duty as directors,
including such conduct during a merger or tender offer, in certain
circumstances. Such limitation does not affect liability for any breach of a
director's duty to the Company or its shareholders (i) with respect to approval
by the director of any transaction from which he derives an improper personal
benefit, (ii) with respect to acts or omissions involving an absence of good
faith, that he believes to be contrary to the best interests of the Company or
its shareholders, that involve intentional misconduct or a knowing and culpable
violation of law, that constitute an unexcused pattern of inattention that
amounts to an abdication of his duty to the Company or its shareholders in
circumstances in which he was, or should have been aware, in the ordinary course
of performing his duties, of a risk of serious injury to the Company or its
shareholders, or (iii) based on transactions between the Company and its
directors or another corporation with interrelated directors or based on
improper distributions, loans or guarantees under applicable sections of the
California Corporations Code. Such limitation of liability also does not affect
the availability of equitable remedies such as injunctive relief or rescission.
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to officers and
directors in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended. The Company's
Articles of Incorporation authorize the Company to indemnify the Company's
officers and directors. The Company's Bylaws provide that the Company shall
indemnify its directors and officers to the fullest extent permitted by
California law, including circumstances in which indemnification is otherwise
discretionary under California law. The Company has entered into
indemnification agreements with its officers and directors containing provisions
which are in some respects broader than the specific indemnification provisions
contained in the California Corporations Code. The indemnification agreements
may require the Company, among other things, to indemnify them against certain
liabilities that may arise by reason of their status or service as directors or
officers, to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified, and to obtain directors' and
officers' insurance if available on reasonable terms.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-2
<PAGE>
Item 8. EXHIBITS.
Exhibit
Number Description
------- -----------
5.1 Opinion of counsel as to legality of securities being registered.
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 counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-6).
Item 9. UNDERTAKINGS.
A. 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) 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. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
II-3
<PAGE>
C. Insofar as indemnification for liabilities arising under the
Securities Act 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 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 Securities
Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Ross Systems, Inc., certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto,
duly authorized, in the City of Atlanta, State of Georgia, on January 20, 1998.
ROSS SYSTEMS, INC.
By: /s/ Dennis V. Vohs
--------------------------
Dennis V. Vohs,
Chairman of the Board and
Chief Executive Officer
II-5
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dennis V. Vohs and Stan F. Stoudenmire,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
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.
Signature Title Date
- ------------------------ --------------------------------- -----------
/s/ Dennis V. Vohs Chairman of the Board and Chief January 20,
- ------------------------ Executive Officer 1998
(Dennis V. Vohs) (Principal Executive Officer)
/s/ Stan F. Stoudenmire Vice President, Finance and January 20,
- ------------------------ Administration, Chief Financial 1998
(Stan F. Stoudenmire) Officer (Principal Financial and
Accounting Officer) and Secretary
/s/ J. Patrick Tinley President, Chief Operating Officer January 20,
- ------------------------ and Director 1998
(J. Patrick Tinley)
Director
- ------------------------
(William Goodhew)
/s/ Mario M. Rosati Director January 20,
- ------------------------ 1998
(Mario M. Rosati)
Director
- ------------------------
(Bruce J. Ryan)
II-6
<PAGE>
ROSS SYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
---------- ------------------------------------------------------------------
5.1 Opinion of counsel as to legality of securities being registered.
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 counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (included in Registration Statement on
page II-6).
<PAGE>
EXHIBIT 5.1
January 20, 1998
Ross Systems, Inc.
Two Concourse Parkway
Suite 800
Atlanta, GA 30328
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, of 900,000 shares of Common Stock
reserved for issuance under the 1998 Incentive Stock Plan (the "Plan"). As your
legal counsel, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of said shares.
It is our opinion that, upon completion of the proceedings to be taken
prior to issuance of the shares pursuant to the Prospectus constituting part of
the Registration Statement on Form S-8 and upon completion of the proceedings
being taken in order to permit such transactions to be carried out in accordance
with the securities laws of the various states where required, the shares, when
issued and sold in the manner referred to in the Plan and the agreements which
accompany the Plan, and in accordance with the Company's Articles of
Incorporation, will be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of our name wherever appearing in said
Registration Statement, and amendments thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Ross Systems, Inc. on Form S-8 of our report dated August 21, 1997 on our
audits of the consolidated financial statements and financial statement schedule
of Ross Systems, Inc. as of June 30, 1997 and 1996 and for the years ended
June 30, 1997 and 1996, which report is included in the Company's Annual Report
on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
January 19, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Ross Systems, Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 of Ross Systems, Inc. of our report dated August 18, 1995, except as
to Note 15, which is as of September 18, 1996, relating to the consolidated
statements of operations, shareholders' equity, and cash flows of Ross
Systems, Inc. for the year ended June 30, 1995, and the related schedule,
which report appears in the June 30, 1997, annual report on Form 10K of Ross
Systems, Inc.
/s/ KPMG PEAT MARWICK LLP
San Jose, California
January 20, 1998
<PAGE>
EXHIBIT 23.3
The Board of Directors
Ross Systems, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Ross Systems, Inc. ("the Company") of our report dated September 26, 1996
relating to the combined balance sheets of Ross Systems (UK) Limited, Ross
Systems France SA., Ross Systems Deutschland GmbH, Ross Systems Europe NV., and
Ross Systems Netherlands BV as of June 30, 1996 and the related combined
statements of operations and shareholders' equity for the year then ended and
the related schedule, which report appears in the June 30, 1997, annual report
on Form 10-K of the Company.
Our report dated September 26, 1996 contains an explanatory paragraph that
states that the Company declined to present a statement of cash flows for the
year ended June 30, 1996. Presentation of such statement summarising the
Company's operating, investing and financing activities is required by generally
accepted accounting principles.
/s/ KPMG
KPMG
CHARTERED ACCOUNTANTS
REGISTERED AUDITORS
BRISTOL, UNITED KINGDOM
January 20, 1998
