<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 1998
REGISTRATION NO. 333-47877
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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)
<TABLE>
<S> <C>
CALIFORNIA 94-2170198
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
2 CONCOURSE PARKWAY, SUITE 800
ATLANTA, GEORGIA 30328
(770) 351-9600
(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.
2 CONCOURSE PARKWAY, SUITE 800
ATLANTA, GEORGIA 30328
(770) 351-9600
(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
(650) 493-9300
FAX: (650) 845-5000
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time as the several selling shareholders may decide.
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. /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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--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED(2) SHARE(1) PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, no par value....................... 4,223,866 $3.625 $15,311,515 $4,517
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the Registration
fee pursuant to Rule 457. Based on the last reported sale price for the
Company's Common Stock on April 7, 1998. In connection with the Registration
Statement on Form S-3 (Registration Number 333-47877) originally filed by
the Registrant on March 13, 1998, the Registrant paid to the Commission a
filing fee of $1,876.00. Therefore, in connection with the filing of this
Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3, the
Registrant has paid by wire transfer a filing fee of $2,641.00.
(2) Shares issuable upon conversion of subordinated debentures (and interest
accrued thereon) in the principal amount of $6,000,000 issued by the
Registrant to certain accredited investors in a private placement
transaction. See "Selling Shareholders" for a description of certain
assumptions made by the Registrant to determine the number of shares of
Common Stock to be registered hereunder. Pursuant to Rule 416 under the
Securities Act of 1933, any additional shares of Common Stock issued either
as a result of the provisions of the subordinated debentures pursuant to
which the Common Stock will be issued or by reason of a reduction in the
conversion price of the subordinated debentures in accordance with the terms
thereof are deemed to be registered herewith.
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 REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS SUBJECT TO COMPLETION
DATED APRIL 9, 1998
ROSS SYSTEMS, INC.
COMMON STOCK
This Prospectus relates to the offering by certain investors (the "Selling
Shareholders") of (i) shares (the "Conversion Shares") of common stock, no par
value (the "Common Stock") issuable upon conversion of convertible subordinated
debentures in the principal amount of $6,000,000 (the "Debentures") issued by
Ross Systems, Inc. (the "Company" or "Ross") and (ii) an additional
indeterminate number of shares of Common Stock (the "PIK Shares") that may be
issued as interest accrued on the Debentures. The Conversion Shares and the PIK
Shares collectively are referred to herein as the "Securities." The number of
Conversion Shares and PIK Shares offered for resale hereby will be determined by
formulae set forth in the Debentures (see "Selling Shareholders").
The Securities may be sold 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. 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. 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 "Selling Shareholders" and "Plan of Distribution."
None of the proceeds from the sale of the Securities by the Selling
Shareholders will be received by the Company. The Company has agreed to bear all
expenses (other than selling commissions) in connection with the registration
and sale of the Securities being offered by the Selling Shareholders. The
Company has agreed to indemnify the Selling Shareholders against certain
liabilities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act").
In connection with any sales, the Selling Shareholders and any brokers
participating in such sales may be deemed to be "underwriters" within the
meaning of the Securities Act. See "Selling Shareholders."
On April 7, 1998, the last sale price of the Company's Common Stock on the
Nasdaq National Market was $3.625 per share (symbol ROSS).
THE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS," COMMENCING
ON PAGE 4.
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 APRIL __, 1998.
<PAGE>
AVAILABLE INFORMATION
As used in this Prospectus, unless the context otherwise requires, the terms
"Ross" 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, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Reports and proxy statements and other
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, 7 World Trade Center, Suite 1300, New York, New York
10048; 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. In addition, the Commission maintains a World Wide
Web site that contains reports, proxy and information statements and other
information regarding registrants that filed electronically with the Commission.
The address of the site is http://www.sec.gov.
The Company's Common Stock is traded on the Nasdaq National Market. Reports
and other information concerning the Company may be inspected at the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
This Prospectus constitutes part of a Registration Statement on Form S-3
(herein, together with all amendments and exhibits thereto, referred to as the
"Registration Statement") filed by the Company with the Commission 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 hereby 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:
The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed March 22, 1991.
Annual Report on Form 10-K for the fiscal year ended June 30, 1997 (the
"Form 10-K Report").
Quarterly Reports on Form 10-Q for the quarterly periods ended September 30,
1997 and December 31, 1997 (the "Form 10-Q Reports").
Current Report on Form 8-K filed January 28, 1998.
Current Report on Form 8-K filed February 12, 1998.
2
<PAGE>
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 Ross Systems, Inc. at its principal
offices located at 2 Concourse Parkway, Suite 800, Atlanta, Georgia 30328,
telephone (770) 351-9600, attention: Chief Financial Officer.
3
<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.
HISTORY OF LOSSES. In each of fiscal 1994, 1995, 1996 and 1997 the Company
incurred operating losses and net losses. Although in the first quarter of
fiscal 1998 the Company operated profitably, in the second quarter of fiscal
1998 the Company recorded a net loss. There can be no assurance that the Company
will be profitable in the future. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Results of Operations" in the
Company's Form 10-K Report and Form 10-Q Reports.
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 Note 15 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 1997 and 1998 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 $2.00.
LIQUIDITY AND CAPITAL RESOURCES. In fiscal 1996 and 1997 and for the period
from July 1, 1997 to December 31, 1997, the Company used cash of $12.4 million,
$7.1 million and $1.7 million, respectively, for operations and for investments
in capitalized software, property and equipment. At February 28, 1998, the
Company had total borrowings of $7.5 million against a $15 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. Based on eligible accounts receivable at February 28,
1998, the Company's borrowing power under the revolving credit facility,
combined with the Company's cash and cash equivalents, was $4.2 million.
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 53% since the end of fiscal 1995. On February 6,
1998, the Company entered into an agreement with the Selling Shareholders
relating to a private placement of the Debentures in the aggregate principal
amount of up to $10,000,000 pursuant to Regulation D promulgated under the
Securities Act of 1933, as amended. The Selling Shareholders invested $6,000,000
at the closing on February 6, 1998, and will invest $4,000,000 four months after
the closing upon the fulfillment of certain conditions. The proceeds from the
4
<PAGE>
Debenture financing have been and will continue to be used to improve the
Company's balance sheet and lower its debt service expense. Because the number
of Securities to be issued by the Company is based on conversion formulae which
are set forth in the Debentures and therefore is not fixed, it is not possible
to determine the increase in the number of shares of Common and Common stock
equivalent shares outstanding as a result of the issuance of such shares of
Common Stock. However, the percentage increase could be greater than 20%. The
Company believes that additional equity or debt issuances will be necessary or
advisable in the current fiscal year. There can be no assurance that any such
financing could be made on favorable terms.
INTERNATIONAL SALES. The Company derived approximately 33%, 31% and 33% of
its total revenues from international sales in fiscal 1995, 1996 and 1997,
respectively, and expects that such sales will continue to generate a
significant percentage of total revenues. Pacific Rim software product license
revenues increased 214% in fiscal 1997 to $2.8 million. Substantially all
Pacific Rim software product license revenues in fiscal 1997 were from a single
customer located in Japan. Although this customer has paid through the current
fiscal year, revenues from this customer are subject to a risk of cancellation
in any future fiscal year. 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 Form 10-Q Reports.
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. Delays or difficulties associated with new product introductions or
product enhancements could have a material adverse effect on the Company's
business, financial condition and results of operations. 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. The Company's primary
competitors include the following: business application software providers which
offer products on multiple platforms, such as Baan Company NV, Oracle
Corporation, PeopleSoft, Inc. and
5
<PAGE>
SAP AG; business application software providers that have ported their software
from the IBM mainframe environment, such as Geac Computer Corporation Limited,
and business applications software providers in vertical markets that offer
products that compete with the Company's process manufacturing products, such as
Marcam Solutions, Inc. In the human resource market, the Company competes with
various business applications software providers, including PeopleSoft, Inc.
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
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
6
<PAGE>
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.
SHARES ELIGIBLE FOR FUTURE SALE. Depending upon the date on which the
Debentures are converted and the market price for the Common Stock on such date,
the number of Conversion Shares and PIK Shares issuable to the Selling
Shareholders could represent a significant percentage of the outstanding shares
of Common Stock. Sale of the Securities or the sale of shares of Common Stock
after this offering in the public market could materially adversely affect the
market price of the Common Stock.
7
<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 Selling Shareholders purchased the Debentures from the Company
in a private transaction in February 1998. The Securities offered by this
Prospectus will be acquired by the Selling Shareholders upon conversion of the
Debentures and as interest accrued on the Debentures. The Debentures are not
convertible prior to June 6, 1998.
The Debentures issued by the Registrant to each of the Selling Shareholders
set forth the terms for conversion of the Debentures into the Conversion Shares
and the terms of conversion of the interest accrued on the Debentures into the
PIK Shares (the "Conversion Formulae"). A form of the Debentures has been filed
as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed February 12,
1998. The number of shares of Common Stock issuable upon conversion and in
connection with payments of interest in shares of Common Stock depends upon the
"Market Price" of the Common Stock. "Market Price" is defined as the lesser of
(i) the Maximum Conversion Price and (ii) 101% of the average of the two lowest
closing bid prices of the Common Stock as reported by the Bloomberg Service for
the thirty trading days immediately preceding the conversion date. The "Maximum
Conversion Price" is defined as (a) $7.00 per share for the period ending on
December 31, 1998 and (b) for the period beginning on January 1, 1999, 115% of
the average closing bid price of the Common Stock over the 1998 calendar year,
in each instance subject to certain adjustments. There is no maximum or minimum
number of Conversion Shares or PIK Shares that may be issued pursuant to the
Debentures. If the aggregate number of Conversion Shares and PIK Shares to be
issued to the Selling Shareholders were to increase above the aggregate number
of shares set forth in the table, this Prospectus will be amended to indicate
the increased number. The Selling Shareholders may sell all, less than all or
none of the shares of Common Stock. No Selling Shareholder is an affiliate of
the Company or has held a position, office or had any other material
relationship with the Company or any of its affiliates within the past three
years except as a security holder of the Company.
<TABLE>
<CAPTION>
SHARES OWNED BEFORE
NAME OFFERING(1)(2)
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<S> <C>
Leonardo, L.P. .......................................................... 774,376
c/o Angelo Gordon & Co., L.P.
245 Park Avenue--26th Floor
New York, NY 10167
Attn: Gary Wolf
GAM Arbitrage Investments, Inc. ......................................... 105,596
c/o Angelo Gordon & Co., L.P.
245 Park Avenue--26th Floor
New York, NY 10167
Attn: Gary Wolf
AG Super Fund International Partners, L.P. .............................. 105,596
c/o Angelo Gordon & Co., L.P.
245 Park Avenue--26th Floor
New York, NY 10167
Attn: Gary Wolf
Ramius Fund, Ltd. ....................................................... 422,388
c/o Angelo Gordon & Co., L.P.
245 Park Avenue--26th Floor
New York, NY 10167
Attn: Gary Wolf
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
SHARES OWNED BEFORE
NAME OFFERING(1)(2)
- ------------------------------------------------------------------------- -------------------
<S> <C>
The Tail Wind Fund, Ltd. ................................................ 1,437,955(3)
Windermere House
404 East Bay Street
P.O. Box SS-5539
Nassau, Bahamas
AGR Halifax Fund, Ltd. .................................................. 1,407,955
c/o Citco Fund Services (Cayman Islands) Ltd.
Corporate Centre, West Bay Road
P.O. Box 31106 SMB, Grand Cayman
Cayman Islands, B.W.I.
Attn: Patrick Agemian
</TABLE>
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(1) At the present time (except as set forth in footnote three below), none of
the Selling Shareholders own any shares of Common Stock. Each Selling
Shareholder has the right to acquire the Conversion Shares and may acquire
PIK Shares. The number of shares shown in the table for each Selling
Shareholder has been calculated assuming a conversion Market Price of $2.841
per share (101% of the Market Price assuming a conversion date of March 17,
1998) multiplied by a factor of two, because the number of shares issuable
on conversion may increase without limit depending on the Market Price of
the Common Stock at the time of conversion. If the Market Price on the
relevant date(s) of conversion is greater than $2.841, fewer than half of
the number of shares shown will be issued to the Selling Shareholders. The
Company also has registered for resale an indeterminate number of shares of
Common Stock which may be issued as the PIK Shares.
(2) Assumes that all shares offered hereby are sold by the Selling Shareholders
to non-affiliates of the Selling Shareholders.
(3) Includes 30,000 shares of Common Stock previously acquired.
DESCRIPTION OF EQUITY SECURITIES
The authorized capital stock of the Company consists of 37,000,000 shares of
Common Stock, no par value per share, (35,000,000 of which are designated as
"Common Stock" and 2,000,000 of which are designated "Non-voting Common Stock")
and 5,000,000 shares of Preferred Stock, no par value per share. As of January
31, 1998, 19,859,808 shares of Common Stock were outstanding, held of record by
approximately 444 shareholders, no shares of Non-voting Common Stock were
outstanding and 107 shares of Series E Convertible Preferred Stock (convertible
into 283,872 shares of Common Stock) were outstanding, held of record by one
shareholder. As of February 6, 1998, the Debentures in the principal amount of
$6,000,000 were outstanding held of record by 6 Selling Shareholders
(convertible into 4,223,866 shares of Common Stock based upon the assumptions
set forth in footnote one to the table above). The interest accrued on the
Debentures is convertible into an indeterminate number of shares of Common
Stock.
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
9
<PAGE>
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.
Pursuant to the terms of the Registration Rights Agreement dated February 6,
1998 among the Company and each of the Selling Shareholders, the Company is
obligated to keep the Registration Statement effective for the period ending
thirty-six months after the initial effective date of the Registration Statement
(which period will be extended by the number of days dispositions of Conversion
Shares are suspended by the Company under the Registration Statement) or until
the holder of Conversion Shares has completed the distribution of the Conversion
Shares, whichever occurs first.
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.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon for
Ross by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto,
California. Mario M. Rosati, a Director and Assistant Secretary of the Company,
is a member of Wilson Sonsini Goodrich & Rosati, Professional Corporation and
holds options to purchase 27,500 shares of Common Stock.
EXPERTS
The consolidated balance sheets as of June 30, 1996 and June 30, 1997 and
the related consolidated statements of operations, shareholders' equity, and
cash flows for the years then ended, incorporated by reference in this
Prospectus and Registration Statement from the Company's 1997 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 statements of operations, shareholders' equity and cash
flows for the year ended June 30, 1995, and related schedule, 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.
10
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED IN CONNECTION
WITH ANY OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DO THEY CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
------------------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................................................... 2
Information Incorporated by Reference..................................... 2
Risk Factors.............................................................. 4
Selling Shareholders...................................................... 8
Description of Equity Securities.......................................... 9
Plan of Distribution...................................................... 9
Legal Matters............................................................. 10
Experts................................................................... 10
</TABLE>
------------------------
ROSS SYSTEMS, INC.
---------------------
PROSPECTUS
---------------------
APRIL __, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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, other than
underwriting discounts and commissions. All of the amounts shown are estimates
except the Securities and Exchange Commission registration fee and the Nasdaq
National Market listing fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................ $ 4,517
Nasdaq National Market listing fee................................. 17,500
Printing and engraving expenses.................................... 5,000
Legal fees and expenses............................................ 4,500
Accounting fees and expenses....................................... 18,000
Miscellaneous...................................................... 5,000
---------
Total.......................................................... $ 54,517
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers who are parties or are threatened to be made parties to any
proceeding (with certain exceptions) by reason of the fact that the person is or
was an agent of the corporation, against expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with the
proceeding if that person acted in good faith and in a manner the person
reasonably believed to be in the best interests of the corporation. This
limitation on liability has no effect on a directors' liability (i) for acts or
omissions that involve intentional misconduct or a knowing and culpable
violation of law, (ii) for acts or omissions that a director believes to be
contrary to the best interests of the corporation or its shareholders or that
involve the absence of good faith on the part of the director, (iii) relating to
any transaction from which a director derived an improper personal benefit, (iv)
for acts or omissions that show a reckless disregard for the director's duty to
the corporation or its shareholders in circumstances in which the director was
aware, or should have been aware, in the ordinary course of performing a
director's duties, of a risk of a serious injury to the corporation or its
shareholders, (v) for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the directors' duty to the
corporation or its shareholders, (vi) under Section 310 of the California
General Corporation Law (concerning contracts or transactions between the
corporation and a director) or (vii) under Section 316 of the California General
Corporation Law (directors' liability for improper dividends, loans and
guarantees). The provision does not extend to acts or omissions of a director in
his capacity as an officer. Further, the provision has no effect on claims
arising under federal or state securities laws and does not affect the
availability of injunctions and other equitable remedies available to the
Company's shareholders for any violation of a director's fiduciary duty to the
Company or its shareholders. Although the validity and scope of the legislation
underlying the provision have not yet been interpreted to any significant extent
by the California courts, the provision may relieve directors of monetary
liability to the Company for grossly negligent conduct, including conduct in
situations involving attempted takeovers of the Company.
In accordance with Section 317, the Restated Articles of Incorporation, as
amended (the "Articles"), of the Company limits the liability of a director to
the Company or its shareholders for monetary damages to the fullest extent
permissible under California law, and authorizes the Company to provide
indemnification to its agents (including officers and directors), subject to the
limitations set forth above. The Company's Bylaws further provide for
indemnification of corporate agents to the maximum extent permitted by the
California General Corporation Law.
II-1
<PAGE>
Pursuant to the authority provided in the Articles, the Company has entered
into indemnification agreements with each of its officers and directors,
indemnifying them against certain potential liabilities that may arise as a
result of their service to the Company, and providing for certain other
protection.
The Company also maintains insurance policies which insure its officers and
directors against certain liabilities.
The foregoing summaries are necessarily subject to the complete text of the
statute, the Articles, the Bylaws and the agreements referred to above and are
qualified in their entirety by reference thereto.
Reference is made to the Convertible Preferred Common Stock Purchase
Agreement incorporated by reference as an exhibit to the Registration Statement
for provisions regarding indemnification of the Company's officers, directors
and controlling persons against liabilities, including liabilities under the
Securities Act.
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
4.2* Articles of Incorporation of Registrant, as amended
4.3** By-Laws of Registrant, as amended
4.4*** Form of Convertible Securities Subscription Agreement between the Registrant and
each Selling Shareholder.
4.5*** Form of Subordinated Debenture Due February 6, 2003 issued by the Registrant to
each Selling Shareholder.
4.6*** Registration Rights Agreement among the Registrant and each Selling Shareholder.
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)
24.1++ Power of Attorney (included at page II-3)
</TABLE>
- ------------------------
* 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.
*** Incorporated by reference to the exhibit filed with the Registrant's Current
Report on Form 8-K dated February 12, 1998.
+ Supersedes exhibit previously filed.
++ Previously filed.
ITEM 17. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sale are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
II-2
<PAGE>
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraph (i) and (ii)
above shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange of 1934 (the "Exchange Act") that are incorporated by
reference in this Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
2. The undersigned Registrant hereby undertakes that, 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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
3. Insofar as indemnification of liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, 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.
4. The undersigned Registrant hereby undertakes that:
(a) For purposes of determining any liability under the Securities Act,
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 shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(b) For the purpose of determining any liability under the Securities
Act, 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on April 6, 1998.
<TABLE>
<S> <C> <C>
ROSS SYSTEMS, INC.
By /s/ STAN F. STOUDENMIRE
-----------------------------------------
Stan F. Stoudenmire,
VICE PRESIDENT, FINANCE AND
ADMINISTRATION, CHIEF FINANCIAL OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ DENNIS V. VOHS Chairman of the Board and April 6, 1998
- ------------------------------ Chief Executive Officer
(Dennis V. Vohs) (Principal Executive
Officer)
/s/ STAN F. STOUDENMIRE Vice President, Finance April 6, 1998
- ------------------------------ and Administration,
(Stan F. Stoudenmire) Chief Financial Officer
(Principal Financial and
Accounting Officer) and
Secretary
/s/ J. WILLIAM GOODHEW* Director April 6, 1998
- ------------------------------
(J. William Goodhew)
/s/ MARIO M. ROSATI* Director April 6, 1998
- ------------------------------
(Mario M. Rosati)
/s/ BRUCE J. RYAN* Director April 6, 1998
- ------------------------------
(Bruce J. Ryan)
/s/ J. PATRICK TINLEY* Director April 6, 1998
- ------------------------------
(J. Patrick Tinley)
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ STAN F. STOUDENMIRE April 6, 1998
-------------------------
(Stan F. Stoudenmire)
ATTORNEY-IN-FACT
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
EXHIBITS
<TABLE>
<C> <S>
4.2* Articles of Incorporation of Registrant, as amended
4.3** By-Laws of Registrant, as amended
4.4*** Form of Convertible Securities Subscription Agreement between the Registrant and
each Selling Shareholder.
4.5*** Form of Subordinated Debenture Due February 6, 2003 issued by the Registrant to
each Selling Shareholder.
4.6*** Registration Rights Agreement among the Registrant and each Selling Shareholder.
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)
24.1++ Power of Attorney (included at page II-3)
</TABLE>
- ------------------------
* 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.
*** Incorporated by reference to the exhibit filed with the Registrant's Current
Report on Form 8-K dated February 12, 1998.
+ Supersedes exhibit previously filed.
++ Previously filed.
<PAGE>
EXHIBIT 5.1
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050 JOHN ARNOT WILSON
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811 RETIRED
April 6, 1998
Ross Systems, Inc.
Two Concourse Parkway
Suite 800
Atlanta, GA 30328
RE: PRE-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined Pre-Effective Amendment No. 1 to the Registration
Statement on Form S-3 of Ross Systems, Inc. (the "Company") filed with the
Securities and Exchange Commission (the "Registration Statement") on or about
the date hereof, in connection with the registration under the Securities Act
of 1933, as amended, of an offering by the Company pursuant to Rule 415 of
shares of the Company's Common Stock (the "Shares").
It is our opinion that upon issuance of the Shares by the Company in
accordance with the pertinent enabling resolutions of the Board of Directors
of the Company, the Shares will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to Pre-Effective
Amendment No. 1 to the Registration Statement, and further consent to the use
of our name wherever appearing in Pre-Effective Amendment No. 1 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
<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-3(A) 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. We also consent to the reference to our Firm under the caption
"Experts."
/s/ COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
April 6, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Ross Systems, Inc.:
We consent to incorporation by reference in pre-effective Amendment No. 1 to
the registration statement on Form S-3 of Ross Systems, Inc. of our report dated
August18, 1995, except as to Note 14, which is as of September18, 1996, relating
to the consolidated statements of operations, shareholders' equity, and cash
flows for the year ended June30, 1995, of Ross Systems, Inc. and subsidiaries,
and the related schedule, which report appears in the June30, 1997, annual
report on Form 10-K of Ross Systems, Inc., and to the reference to our firm
under the heading "Experts" in the Prospectus.
/s/ KPMG PEAT MARWICK LLP
Mountain View, California
April 6, 1998
<PAGE>
EXHIBIT 23.3
The Board of Directors
Ross Systems, Inc.
We consent to incorporation by reference in pre-effective Amendment No. 1 to
this registration statement of Ross Systems, Inc. ("the Company") on Form S-3 of
our report dated September26, 1996 relating to the combined balance sheets of
Ross Systems (UK) Limited, Ross Systems France S.A., Ross Systems Deutschland
GmbH, Ross Systems Europe N.V., and Ross Systems Netherlands BV as of June 30,
1996 and the related combined statements of operations and stockholders' equity
for the year then ended and the related schedule, which report appears in the
June30, 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
April 6, 1998
