<PAGE>
As filed with the Securities and Exchange Commission on August 5, 1998
Registration No. 33-89128
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROSS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2170198
- --------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Two Concourse Parkway, Suite 800
Atlanta, Georgia 30328
(Address of principal executive offices)
1991 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(800) 677-3394
(Name, address and telephone number of agent for service)
COPY TO:
Robert B. Jack, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
See below* N/A* N/A* N/A* N/A*
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</TABLE>
* No additional securities are to be registered, and registration fees were
paid upon filing the original Registration Statement No. 33-89128.
<PAGE>
ROSS SYSTEMS, INC.
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to that certain
Registration Statement on Form S-8 (File No. 33-89128) (the "Registration
Statement") is being filed pursuant to Rule 414 under the Securities Act of
1933, as amended (the "Act") by Ross Systems, Inc., a Delaware corporation
("Ross Delaware" or the "Company"), which is the successor to Ross Systems,
Inc., a California corporation ("Ross California"), following a statutory
merger effective on June 25, 1998 (the "Merger") for the purpose of changing
Ross California's state of incorporation. Prior to the Merger, Ross Delaware
had no assets or liabilities other than nominal assets or liabilities. In
connection with the Merger, Ross Delaware succeeded by operation of law to
all of the assets and liabilities of Ross California. The Merger was
approved by the shareholders of Ross California at a meeting for which
proxies were solicited pursuant to Section 14(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act").
Except as modified by this Amendment, Ross Delaware, by virtue of this
Amendment, expressly adopts the Registration Statement as its own
registration statement for all purposes of the Act and the 1934 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INFORMATION INCORPORATED BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997, filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act");
(b) The Forms 10-Q of the Registrant for the quarters ended September
30, 1997, December 31, 1997 and March 31, 1998 filed pursuant to Section
13(a) of the Exchange Act.
(c) The description of the Capital Stock of the Registrant that is
contained in the Current Report on Form 8-K filed pursuant to Section 13 or
15(d) of the Exchange Act on July 24, 1998.
(d) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filing 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 the Registration Statement and to be part hereof
from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of the Company eliminates the
liability of directors to the Company for monetary damages for breach of
fiduciary duty as a director to the fullest extent permissible under Delaware
law, as such law exists currently or as it may be amended in the future.
Under Delaware law, such provision may not eliminate or limit director
monetary liability for: (a) breaches of the director's duty of loyalty to the
Company or its stockholders; (b) acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law; (c) the
payment of unlawful dividends or unlawful stock repurchases or redemptions;
or (d) transactions in which the director received an improper personal
benefit. Such limitation of liability provisions also may not limit a
director's liability for violation of, or otherwise relieve the Company or
its directors from the necessity of complying with, federal or state
securities laws, or affect the availability of non-monetary remedies such as
injunctive relief or rescission.
The Company's Bylaws provide that the Company shall indemnify its
directors and officers and may indemnify its employees and other agents to
the fullest extent permitted by law. The Company believes that
indemnification under its Bylaws covers at least negligence and gross
negligence on the part of indemnified parties. The Company's Bylaws also
permit the Company to secure insurance on behalf of any officer, director,
employee or other agent for any liability arising out of his or her actions
in such capacity, regardless of whether the Company would have the power to
indemnify him or her against such liability under the General Corporation Law
of Delaware. The Company currently has secured such insurance on behalf of
its officers and directors.
The Company has entered into agreements to indemnify its directors
and officers, in addition to indemnification provided for in the Company's
Bylaws. Subject to certain conditions, these agreements, among other things,
indemnify the Company's directors and officers for certain expenses
(including attorney's fees), judgments, fines and settlement amounts incurred
by any such person in any action or proceeding, including any action by or in
the right of the Company, arising out of such person's services as a director
or officer of the Company, any subsidiary of the Company or any other company
or enterprise to which the person provides services at the request of the
Company.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Document
------- --------
<C> <S>
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
-2-
<PAGE>
23.2 Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.3 Consent of KPMG, Independent Auditors.
24.1 Power of Attorney (see page 6)
</TABLE>
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, or Form S-8, and 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 Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference 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 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.
(c) The undersigned registrant hereby undertakes:
(1) To deliver or cause to be delivered with the prospectus
to each employee or director to whom the prospectus is sent or given a copy
of the registrant's annual report to shareholders for its last fiscal year,
unless such employee or director otherwise has received a copy of such
report, in which case the registrant shall state in the
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prospectus that it will furnish a copy of such report on request of the
employee or director. If the last fiscal year of the registrant has ended
within 120 days prior to the use of the prospectus, the annual report of the
registrant for the preceding fiscal year may be so delivered, but within such
120-day period the annual report for the latest fiscal year will be furnished
to each such employee or director.
(2) To transmit or cause to be transmitted to all employees
and directors participating in the plans, who do not otherwise receive such
material as shareholders of the issuer, at the time and in the manner such
material is sent to its shareholders, copies of all reports, proxy statements
and other communications distributed to its shareholders generally.
(d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officer and controlling persons
of the registrant pursuant to the Delaware General Corporation Law, the
Certificate of Incorporation and the Bylaws of the registrant,
Indemnification Agreements entered into between the registrant and its
officers and directors, 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 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 hereunder, 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.
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<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-8 and has duly caused this
Post-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 August 5, 1998.
ROSS SYSTEMS, INC.
By: /s/ Dennis V. Vohs
---------------------------------
Dennis V. Vohs
Chief Executive Officer
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<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dennis V. Vohs and Robert B. Webster,
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 Post-Effective Amendment No. 1 to the Registration Statement, 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 by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Dennis V. Vohs Chairman of the Board and Chief August 5, 1998
- ----------------------- Executive Officer (Principal
Dennis V. Vohs Executive Officer)
/s/ Robert B. Webster Vice President, Finance and August 5, 1998
- ----------------------- Administration, Chief Financial
Robert B. Webster Officer (Principal Financial and
Accounting Officer) and
Secretary
/s/ J. William Goodhew Director August 5, 1998
- -----------------------
J. William Goodhew
/s/ Mario M. Rosati Director August 5, 1998
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Mario M. Rosati
/s/ Bruce J. Ryan Director August 5, 1998
- -----------------------
Bruce J. Ryan
/s/ J. Patrick Tinley President, Chief Operating August 5, 1998
- ----------------------- Officer and Director
J. Patrick Tinley
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER EXHIBIT DESCRIPTION
------ -------------------
<C> <S>
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.3 Consent of KPMG, Independent Auditors.
</TABLE>
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<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(A) (File No. 33-89128) 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/ PRICEWATERHOUSECOOPERS L.L.P.
PricewaterhouseCoopers LLP
Atlanta, Georgia
July 30, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Ross Systems, Inc.:
We consent to incorporation by reference in the post-effective amendment no.
1 to the registration statement on Form S-8 of Ross Systems, Inc. of our
report dated August 18, 1995, except as to Note 14, which is as of September
18, 1996, relating to the consolidated statements of operations,
shareholders' equity, and cash flows for the year ended June 30, 1995, of
Ross Systems, Inc. and subsidiaries, and the related schedule, which report
appears in the June 30, 1997, annual report on Form 10-K of Ross Systems,
Inc.
/s/ KPMG PEAT MARWICK LLP
Mountain View, California
August 3, 1998
<PAGE>
EXHIBIT 23.3
The Board of Directors
Ross Systems, Inc.
We consent to incorporation by reference in post-effective amendment no. 1 to
this registration statement of Ross Systems, Inc. ("the Company") on Form
S-8(A) of our report dated September 26, 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 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
July 30, 1998
