<PAGE> 1
As Filed With the Securities and Exchange Commission on June 20, 1996
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
PLATINUM SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 33-0277592
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
195 TECHNOLOGY DRIVE, IRVINE, CALIFORNIA 92718
(Address of Principal Executive Offices) (Zip Code)
----------------------
KEY EMPLOYEE RESTRICTED STOCK PURCHASE GRANTS
(Full title of the plans)
----------------------
L. George Klaus, Chief Executive Officer
Platinum Software Corporation
195 Technology Drive, Irvine, California 92718
(Name and address of agent for service)
(714) 453-4000
(Telephone number, including area code, of agent for service)
Copy to:
Perry Tarnofsky, Esq.
Platinum Software Corporation
195 Technology Drive
Irvine, California 92718
Approximate date of commencement of proposed sale to public: As soon
as practicable after the effective date of this Registration Statement.
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]
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Aggregate Offering Amount of
To Be Registered Registered Price Per Share Price Registration Fee
============================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 2,500,000 shares(1) $8.1875(2) $20,468,750(2) $7,057.63
============================================================================================================
</TABLE>
(1) This Registration Statement covers an aggregate of 2,500,000 shares of
Common Stock which have been issued to key employees pursuant to
Restricted Stock Purchase Agreements and which may be reoffered and
resold pursuant to the Prospectus included herein, in accordance with
General Instruction C to Form S-8.
(2) The offering price is estimated solely for the purpose of calculating
the registration fee in accordance with Rule 457(c), using the average
of the high and low prices reported by the Nasdaq National Market for
the Common Stock on June 19, 1996, which was $8.1875 per share.
<PAGE> 3
PROSPECTUS
DATED JUNE ____, 1996
PLATINUM SOFTWARE CORPORATION
2,500,000 SHARES OF COMMON STOCK
($.001 PAR VALUE)
------------------------------
This Prospectus relates to the offer and sale of shares of common
stock, $.001 par value ("Common Stock"), of Platinum Software Corporation (the
"Company" or "Platinum"), which may be offered hereby from time to time by the
selling stockholders named herein (the "Selling Stockholders") for their own
benefit. The Company will receive no part of the proceeds of sales made
hereunder. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by the Selling Stockholders will be borne by such Selling
Stockholders. None of the shares offered pursuant to this Prospectus have been
registered prior to the filing of the Registration Statement of which this
Prospectus is a part.
All or a portion of the shares of Common Stock offered hereby may be
offered for sale, from time to time, on the Nasdaq National Market (the "Nasdaq
NM") or on one or more exchanges, or otherwise, at prices and terms then
obtainable, or in negotiated transactions. The shares of Common Stock offered
hereby may be sold by one or more of the following: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the shares of Common Stock
as agent, but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to this
Prospectus; (c) an exchange distribution in accordance with the rules of such
exchange; and (d) ordinary brokerage transactions and transactions in which the
broker solicits purchasers. In effecting sales, brokers or dealers engaged by
the Selling Stockholders may arrange for other brokers or dealers to
participate. All brokers' commissions, concessions or discounts will be paid
by the Selling Stockholders.
The Selling Stockholders and any broker executing selling orders on
behalf of the Selling Stockholders may be deemed to be an "underwriter" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"),
in which event commissions received by such broker may be deemed to be
underwriting commissions under the Securities Act.
The Common Stock of the Company is registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and is listed on the Nasdaq NM under the symbol "PSQL". On June 19, 1996, the
last reported sale price of the Company's Common Stock on the Nasdaq NM was
$8.1875.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE 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 June ____, 1996.
1
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Indemnification of Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH
PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's regional offices at 500 West Madison Street, Chicago,
Illinois 60606 and 7 World Trade Center, New York, New York 10048. Copies of
such material can also be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549.
This Prospectus does not contain all of the information set forth in
the Registration Statement of which this Prospectus is a part and which the
Company has filed with the Commission. For further information with respect to
the Company and the securities offered hereby, reference is made to the
Registration Statement, including the exhibits filed as a part thereof, copies
of which can be inspected at, or obtained at prescribed rates from, the Public
Reference Section of the Commission at the address set forth above. Additional
updating information with respect to the Company may be provided in the future
by means of appendices of supplements to this Prospectus.
The Company's Common Stock is listed on the Nasdaq NM. Reports, proxy
statements and other information concerning the Company can be inspected at
1735 K Street, N.W., Washington D.C. 20006-1506.
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<PAGE> 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Commission under the Exchange Act and are incorporated by reference herein:
a. The Company's Annual Report on Form 10-K for the year ended
June 30, 1995;
b. The Company's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1995, December 31, 1996 and March 31, 1996;
c. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the
Company's fiscal year covered by the annual report referred to
in (a) above; and
d. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on October 15, 1992.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus 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
Prospectus and to be part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 that also is or is deemed
to be incorporated by reference herein, modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
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 written or oral request of such
person, a copy of any and all of the information that has been or may be
incorporated by reference herein (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents).
Such requests should be directed to Chief Financial Officer, Platinum Software
Corporation, 195 Technology Drive, Irvine, California 92718, telephone number
(714) 453-4000.
3
<PAGE> 6
THE COMPANY
The Company was incorporated in Delaware in November 1987 under the
name "Platinum Holdings Corporation." In September 1992, the Company changed
its name to Platinum Software Corporation. The Company has five operating
subsidiaries: Platinum Software Canada, Ltd., Platinum Software (Aust.) Pty.
Limited, Platinum Software (N.Z.) Limited, Platinum Software (U.K.) Limited,
and Platinum Software (Ireland) Limited. Unless the context otherwise requires,
references to the "Company" herein include Platinum Software Corporation and
its operating subsidiaries. The Company's headquarters and principal place of
business are located at 195 Technology Drive, Irvine, California 92718, and its
telephone number is (714) 453-4000.
RISK FACTORS
The following factors should be considered carefully in evaluating the
Company and its business before making an investment in the Common Stock
offered hereby, together with all of the other information set forth or
incorporated by reference in this Prospectus.
Liquidity. The Company's cash and cash equivalents decreased from $26.3 million
at June 30, 1995 to $14.3 million at March 31, 1996, principally due to the use
of cash in operations. Although, the Company's fiscal 1994 restructuring is
substantially complete, there will be additional cash outlays in connection
with discontinued products and lease terminations, estimated to be
approximately $344,000. In addition, there will be further cash outlays
estimated at approximately $1.4 million in connection with the second quarter
fiscal 1996 restructuring and approximately $671,000 in connection with the
third quarter fiscal 1996 restructuring. The Company has taken steps to
significantly reduce its operating expenses, through several reductions in work
force, as well as the disposition of several business units that are not within
the Company's core financial software application business. However, the
Company has continued to experience negative cash flow from operations. If the
Company is not successful in achieving targeted revenues, the Company may be
required to take further actions to align its operating expenses with its
reduced revenues, such as further reductions in work force or the closing or
sale of business units.
Disruption of Revenues. The negative events that have occurred at the Company
since April 1994, including the fiscal 1994 restatement of the Company's
financial statements for prior periods, an investigation by the SEC relating to
the circumstances underlying the restatement and a securities class action
lawsuit; several reductions in force, the closing of business units and poor
financial performance, all have caused potential customers to curtail
purchasing decisions or make purchases from other software vendors and have,
accordingly, adversely impacted the Company's ability to generate revenue.
Although, the Company has settled the securities class action, and raised
additional equity financing, the negative effects on revenue from the negative
events at the Company have continued. There can be no assurance that the
difficulty in closing software licenses will not continue in the future or that
authorized dealers or authorized consultants will continue to represent the
Company's products and, accordingly, revenues may be significantly impacted in
the future.
Fluctuations in Quarterly Operating Results. The Company's operating results
can vary substantially from period-to-period. The Company's quarterly
operating results fluctuate in part due to the number and timing of new product
introductions and enhancements, discontinuance of product lines, the timing of
product orders and shipments, recognition of deferred revenue upon the
Company's completion of its contractual obligations, marketing and product
development expenditures and promotional programs. A significant portion of
the Company's quarterly revenues are recorded in the final month of the
quarter, with a concentration of such revenues in the final 10 business days of
that month. Also, the timing of the closing of direct sales in the latter part
of each quarter increases the risk of quarter-to-quarter fluctuations.
Accordingly, the Company believes that period-to-period comparisons of its
results of operations are not necessarily meaningful and should not be relied
upon as an indication of future performance. If revenues do not meet the
Company's expectations in any given quarter, operating results may be adversely
affected. There can be no assurance that the Company will be profitable in any
quarter or at all.
Dependence on Distribution Channels. As part of the second quarter fiscal 1996
restructuring, the Company terminated its direct sales force for its
Platinum(R) SQL Enterprise product line and decided to distribute all of its
products exclusively through third-party dealers and value added resellers.
The Company's distribution channel
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includes distributors, resellers, software consultants and systems integrators,
and Authorized Consultants, which consist primarily of professional firms.
Although no one of these distribution channel members is responsible for any
material amount of the Company's license fees, the Company's results of
operations could be adversely affected if significant numbers of its Authorized
Dealers or Authorized Consultants were to cease distributing or recommending
the Company's products or were to choose to emphasize competing products.
Generally, the Company's agreements with its Authorized Dealers and Authorized
Consultants do not require them to exclusively offer or recommend the Company's
products and may be terminated by either party without cause.
Since the end of the second quarter of fiscal 1996, the Company hired three new
senior executives. Following an assessment of the Company's business
operations, the Company has decided to reestablish a direct sales force for its
client server financial software, Platinum(R) SQL NT. There can be no
assurance that the direct sales force will be successful in generating revenue
or that it will not lead to conflicts with the Company's dealer channel.
The Company's Platinum SQL NT product was first introduced on a limited basis
to the network of Authorized Dealers during the quarter ended December 31,
1994. Platinum SQL NT, a client/server financial software application designed
to run exclusively on Microsoft Windows NT and Microsoft SQL server, is a more
technically complex product than Platinum(R) for Windows and Platinum(R)-DOS
and requires additional skill and training to successfully implement. The
Company presently has over 70 authorized Platinum SQL NT dealers who have
completed training and is actively seeking additional skilled Authorized
Dealers to sell Platinum SQL NT. Delays in training Authorized Dealers or in
recruiting additional skilled Authorized Dealers could adversely impact the
Company's ability to generate license revenues from its Platinum SQL NT product
line. The Company is emphasizing the enhancement and training of its dealer
channel with a particular focus on Platinum SQL NT dealers by using its
professional services personnel to work closely with such dealers. While
recruiting new Platinum SQL NT dealers, the Company has generally provided 90
day payment terms, which has resulted in the dealers placing orders of Platinum
SQL NT for stock in addition to orders for immediate resale to customers. The
Company ceased the policy of granting 90 day terms in the quarter ended
December 31, 1995. The Company has commenced rebuilding a direct sales force
which is intended to complement the Company's indirect distribution channels
for the Company's Platinum SQL NT product. There can be no assurance that the
Company's direct or indirect sales efforts will be successful.
Dependence on Platinum SQL Enterprise and Platinum SQL NT Product Lines.
Platinum SQL Enterprise, introduced in June 1992, and Platinum SQL NT,
introduced in December 1994, are relatively new integrated financial and
management information software products for use on client/server computing
systems. It is common for complex programs such as Platinum SQL Enterprise and
Platinum SQL NT to contain undetected errors when first released, which are
discovered only after the product has been used with many different computer
systems and in varying applications. The Company has been informed by
customers of certain errors with respect to its Platinum SQL Enterprise and
Platinum SQL NT products which the Company is addressing. The inability of the
Company to correct the errors, or any significant delay in correcting the
errors in Platinum SQL Enterprise and Platinum SQL NT will have a material
adverse effect on the Company's results of operations. In addition, there can
be no assurance that significant technical problems will not be discovered, or
if discovered, corrected in a timely manner. Technical problems with the
current release of the database platforms which Platinum SQL Enterprise and
Platinum SQL NT operate could impact sales of these Company products and any
significant technical problems could have a material adverse effect on the
Company's results of operations.
Employees. The Company recently appointed a new President and Chief Executive
Officer, a new Senior Vice President of Marketing and Business Development, a
new Senior Vice President of Worldwide Field Operations, a new Vice President
of Sales, a new Vice President of Development and a new Vice President of
Marketing. In addition, the Company reduced staff by approximately 100 in
October 1995, and reduced staff by approximately 40 in February 1996. The
Company's future operating results will depend on its ability to assimilate the
changes in senior management and reductions in staff, and its ability to retain
skilled employees.
New Product Introductions. The Company's future success will depend upon its
ability to develop and successfully introduce new products and to enhance its
current products on a timely basis as well as increasing customer
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acceptance of its existing products. The Company has two principal product
lines, Platinum for Windows (including Platinum-DOS) and Platinum SQL NT. The
Company continues to provide maintenance and support services for its Platinum
SQL Enterprise product for existing customers. Platinum SQL NT was released in
the quarter ended December 31, 1994 and the core accounting modules of Platinum
for Windows were released during the quarters ended June 30, 1995 and December
31, 1995. Additional modules of Platinum for Windows are scheduled for release
in calendar 1996. In the past, the Company has occasionally experienced delays
in the introduction of new products and product enhancements. There can be no
assurance that the Company will be successful in developing and marketing these
new products or product enhancements on a timely basis or that the Company will
not experience significant delays in introducing the products in the future,
which could have a material adverse effect on the Company's results of
operations. In addition, there can be no assurance that new products or
product enhancements developed by the Company will achieve market acceptance.
Dependence on Client/Server Environment. The Company's development tools,
application products and consulting and education services are intended to help
organizations build, customize or deploy solutions that operate in a
client/server computing environment. The client/server market is relatively
new and there can be no assurance that organizations will continue to adopt
client/server environments or that customers of the Company that have begun the
migration to a client/server environment will broadly implement this model of
computing. The Company's future financial performance will depend in large
part on continued growth in the market for client/server software applications
and related services, which in turn will depend in part on the growth in the
number of organizations implementing client/server computing environments and
the number of applications developed for use in those environments. There can
be no assurance that these markets will continue to grow or that the Company
will be able to respond effectively to the evolving requirements of these
markets. If the market for client/server application products and services
does not grow in the future, or grows more slowly than the Company anticipates,
or if the Company fails to respond effectively to evolving requirements of this
market, the Company's business, financial condition and results of operations
would be materially adversely affected.
Competition. The financial computer software industry is intensely competitive
and rapidly changing. A number of companies offer products similar to the
Company's products that target the same markets. Some of the Company's
existing competitors, as well as a number of new potential competitors, have
larger technical staffs, more established and larger marketing and sales
organizations and significantly greater financial resources than the Company.
There can be no assurance that competitors will not develop products that are
superior to the Company's products or that achieve greater market acceptance.
The Company's future success will depend significantly upon its ability to
increase its share of its target markets and to license additional products and
product enhancements to existing customers. The adverse publicity relating to
the restatement of previously issued financial results has resulted in
increased competitive challenges, which the Company expects will continue. In
addition, adverse publicity relative to the Company's restructuring efforts,
downsizing and poor financial results has resulted in further competitive
challenges. There can be no assurance that the Company will be able to compete
successfully or that competition will not have a material adverse effect on the
Company's results of operations.
Exposure to Rapid Technological Change. The market for the Company's financial
accounting software products is characterized by rapid technological advances,
changes in end-user requirements, frequent new product introductions and
enhancements, and evolving industry standards. The introduction of products
embodying new technologies and the emergence of new industry standards can
render the Company's existing products and products under development obsolete
and unmarketable. The Company's future success will depend upon its ability to
address the increasingly sophisticated needs of its customers by enhancing its
current products and by developing and introducing on a timely basis new
products that keep pace with technological developments and emerging industry
standards, respond to evolving end user requirements and achieve market
acceptance. Any failure by the Company to anticipate or adequately respond to
technological developments or end-user requirements, or any significant delays
in product development or introduction, could result in a loss of
competitiveness or reduced revenues. If the Company is unable, for
technological or any other reason, to develop, introduce and sell its products
in a timely manner, the Company's business, operating results and financial
condition would be materially adversely affected. From time to time, the
Company or its present or future 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
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that announcements of currently planned or other new products will not cause
customers to delay or alter their purchasing decisions in anticipation of such
products, which could have a material adverse effect on the Company's business,
operating results and financial condition.
Shares Eligible for Future Sale. As of April 30, 1996, the Company had
16,479,261 shares of common stock outstanding. There are presently 2,490,000
shares of Series B Preferred Stock and 231,598 shares of Series C Preferred
Stock outstanding. Each share of Series B Preferred Stock is convertible into
one share of common stock, as adjusted for stock dividends, combinations or
splits at the option of the holder. Each share of Series C Preferred Stock is
convertible into ten shares of common stock, as adjusted for stock dividends,
combinations or splits at the option of the holder. As a result, the Series B
and Series C Preferred Stock are convertible into 2,490,000 and 2,315,980
shares of common stock, respectively. The holders of the Series B and Series C
Preferred Stock have the right to cause the Company to register the sale of the
shares of common stock issuable upon conversion of the Series B and Series C
Preferred Stock. In addition, the Company has elected to repay the
$15,000,000 principal amount debenture it issued as part of the settlement of
certain class action securities litigation filed against the Company by issuing
1,528,988 shares of common stock. These shares will be freely tradable. Also,
the Company has a substantial number of options or shares issuable to employees
under employee option plans. In addition, certain third parties hold warrants
to purchase an aggregate of 120,000 shares of common stock. The holders of
these warrants have the right to require the Company to register the sale of
the shares of common stock issuable upon exercise of the warrants. As a
result, a substantial number of shares of common stock will be eligible for
sale in the public market at various times in the future. Sales of substantial
amounts of such shares could adversely affect the market price of the Company's
common stock.
Possible Volatility of Stock Prices. The market prices for securities of
technology companies, including the Company, have been volatile. Quarter to
quarter variations in operating results, changes in earnings estimates by
analysts, announcements of technological innovations or new products by the
Company or its competitors, announcements of major contract awards and other
events or factors may have a significant impact on the market price of the
Company's Common Stock. In addition, the securities of many technology
companies have experienced extreme price and volume fluctuations, which have
often been unrelated to the companies' operating performance. These conditions
may adversely affect the market price of the Company's Common Stock.
USE OF PROCEEDS
The proceeds from the sale of each Selling Stockholder's Common Stock
will belong to the Selling Stockholder. The Company will not receive any
proceeds from such sales of the Common Stock.
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SELLING STOCKHOLDERS
The following table sets forth the names of the Selling Stockholders,
the nature of their position, office, or other material relationship with the
Company within the past three years, if applicable, the number of shares of
Common Stock owned by such Selling Stockholders prior to the offering, and the
number of shares and (if one percent or more) the percentage of the class to be
owned by such Selling Stockholders after the offering.
<TABLE>
<CAPTION>
Shares Owned
After Offering(1)
Shares Owned Shares -----------------
Name Prior to Offering Offered Number Percent
- ---- ----------------- ------- ------ -------
<S> <C> <C> <C> <C>
L. George Klaus, 2,000,000 2,000,000 -- --
President and Chief Executive Officer
William R. Pieser, 500,000 500,000 -- --
Senior Vice President of Marketing and
Business Development
- -------------------------------------------
</TABLE>
(1) Assumes Selling Stockholder sells all of the shares offered hereby.
PLAN OF DISTRIBUTION
All or a portion of the shares of Common Stock offered hereby may be
offered for sale, from time to time, on the Nasdaq NM or on one or more
exchanges, or otherwise, at prices and terms then obtainable, or in negotiated
transactions. In addition, the shares of Common Stock offered hereby may be
sold by one or more of the following: (a) a block trade in which the broker or
dealer so engaged will attempt to sell the shares of Common Stock as agent, but
may position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; (c) an
exchange distribution in accordance with the rules of such exchange; and (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. All
brokers' commissions, concessions or discounts will be paid by the Selling
Stockholders.
The Selling Stockholders and any broker executing selling orders on
behalf of the Selling Stockholders may be deemed to be an "underwriter" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"),
in which event commissions received by such broker may be deemed to be
underwriting commissions under the Securities Act.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Stradling, Yocca, Carlson & Rauth, Newport
Beach, California.
EXPERTS
The financial statements and schedules of the Company at June 30, 1995
and June 30, 1994 and for the years ended June 30, 1995 and June 30, 1994
incorporated by reference herein and elsewhere in the registration statement
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
The results of operations for the year ended June 30, 1993 incorporated by
reference herein and elsewhere in the registration statement have been audited
by Arthur Andersen LLP, independent public accountants. Such financial
statements and schedules are incorporated herein by reference in reliance upon
such reports given upon the authority of such firms as experts in accounting
and auditing.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that to the
fullest extent permitted by Delaware law, a director will not be liable for
monetary damages for breach of the director's fiduciary duty of care to the
Company and its stockholders. This provision in the Certificate of
Incorporation does not eliminate a director's fiduciary duty of care, and, in
appropriate circumstances, equitable remedies such as an injunction or other
forms of non-monetary relief would remain available under Delaware law. Each
director will continue to be subject to liability for (i) breach of the
director's duty of loyalty to the Company or its stockholders for acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, (ii) acts or omissions that the director believes to be
contrary to the best interests of the Company or its stockholders, (iii) any
transaction from which the director derives an improper personal benefit, (iv)
acts or omissions involving reckless disregard for the director's duty to the
Company or its stockholders when the director was aware or should have been
aware of the risk of serious injury to the Company or its stockholders, (v)
acts or omissions that constitute an unexpected pattern of inattention that
amounts to an abdication of the director's duty to the Company or its
stockholders, (vi) improper transactions between a director and the Company,
and (vii) improper distributions and loans to directors and officers. This
provision does not affect a director's responsibilities under any laws, such as
the federal securities laws or state or federal environmental laws.
In addition, the Company's Bylaws provide that the Company will
indemnify its directors and executive officers and may indemnify its other
officers, employees and other agents to the fullest extent permitted by
Delaware law. The Company is also empowered under its Bylaws to enter into
indemnification contracts with its directors and officers and to purchase
insurance on behalf of any person whom the Company is required or permitted to
indemnify. The Company has entered into agreements with its directors and
executive officers, which requires the Company to indemnify them to the fullest
extent permitted by law against certain losses they may incur in legal
proceedings arising in connection with their services to the Company.
Insofar as indemnification for liabilities under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
9
<PAGE> 12
<TABLE>
<S> <C>
2,500,000 SHARES
PLATINUM SOFTWARE CORPORATION
COMMON STOCK
--------
PROSPECTUS
--------
No dealer, salesperson or any other person has
been authorized to give any information or to JUNE ___, 1996
make any representations other than those
contained in this Prospectus and, if given or
made, such information or representations must
not be relied upon as having been authorized by
the Company. This Prospectus does not
constitute an offer to sell or a solicitation
of an offer to buy 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
information contained herein is correct as of
any time subsequent to the date hereof.
</TABLE>
<PAGE> 13
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
June 30, 1995;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1995, December 31, 1996, and March 31,
1996;
(c) All other reports filed by the Company pursuant to Sections
13(a) or 15(d) of the Exchange Act, since the end of the
fiscal year covered by the prospectus referred to in (a) above.
(d) The description of the Company's Common Stock which is
contained in the Company's registration statement on Form 8-A
filed on October 15 pursuant to Section 12 of the Exchange
Act, including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all of the shares of Common Stock offered have been sold or which deregisters
all of such shares then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be a part hereof from the date
of the filing of such documents, except as to any portion of any future, annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions. For the purposes of this Registration Statement, any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded 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 herein modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
- -----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- ---------------------------------------------------
(a) As permitted by the Delaware General Corporation Law, the
Amended and Restated Certificate of Incorporation eliminates the liability of
directors to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent otherwise required by the
Delaware General Corporation Law.
(b) The Amended and Restated Certificate of Incorporation provides
that the Company will indemnify each person who was or is made a party to any
proceeding by reason of the fact that such person is or was a director or
officer of the Company against all expense, liability and loss reasonably
incurred or suffered by such person in connection therewith to the fullest
extent authorized by the Delaware General Corporation Law. The Company's
Amended and Restated Bylaws provide for a similar indemnity to directors and
officers of the Company to the fullest extent authorized by the Delaware
General Corporation Law.
II-1
<PAGE> 14
(c) The Amended and Restated Certificate of Incorporation also
gives the Company the ability to enter into indemnification agreements with
each of its officers and directors. The Company has entered into
indemnification agreements with each of its directors and officers. The
indemnification agreements provide for the indemnification of directors and
officers of the Company against any and all expenses, judgments, fines,
penalties and amounts paid in settlement, to the fullest extent permitted by
laws.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
Not applicable.
Item 8. Exhibits.
- ------------------
<TABLE>
<S> <C>
4.1 Restricted Stock Purchase Agreement, dated February 7, 1996, between the Company and L. George Klaus.
(Incorporated by reference to Exhibit 10.34 to Registrant's Quarterly Report on Form 10-Q for the period
ended March 31, 1996.)
4.2 Restricted Stock Purchase Agreement, dated February 7, 1996, between the Company and William R. Pieser.
(Incorporated by reference to Exhibit 10.36 to Registrant's Quarterly Report on Form 10-Q for the period
ended March 31, 1996.)
5 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional Corporation (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP, Independent Accountants.
23.3 Consent of Arthur Andersen LLP, Independent Accountants.
24 Power of Attorney (included on the signature page to the Registration Statement - see page II-4 and II-5).
</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;
(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 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) shall not
apply if the information required to be included in a post- effective amendment
by these paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) 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.
II-2
<PAGE> 15
(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, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company
of expenses incurred or paid by a director, officer or controlling person of
the Company 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 Company 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-3
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Irvine, State of California, on the 19th day
of June, 1996.
PLATINUM SOFTWARE CORPORATION
By: /s/ L. George Klaus
--------------------------------
L. George Klaus
Chief Executive Officer
and President
POWER OF ATTORNEY
We, the undersigned officers and directors of Platinum Software
Corporation, do hereby constitute and appoint L. George Klaus and Michael J.
Simmons, or either of them, our true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each of said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully 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.
Signature Title Date
--------- ----- ----
/s/ L. George Klaus Chief Executive Officer, June 19, 1996
---------------------- President and Director
L. George Klaus (Principal Executive Officer)
/s/ Michael J. Simmons Chief Financial Officer June 19, 1996
---------------------- (Principal Financial Officer)
Michael J. Simmons
/s/ Paul G. Mazzarella Controller (Principal June 19, 1996
---------------------- Accounting Officer)
Paul G. Mazzarella
(Signatures continued next page)
II-4
<PAGE> 17
(POWER OF ATTORNEY SIGNATURES CONTINUED THIS PAGE)
/s/ Carmelo J. Santoro Chairman of the Board June 19, 1996
-----------------------
Carmelo J. Santoro
/s/ W. Douglas Hajjar Director June 19, 1996
-----------------------
W. Douglas Hajjar
/s/ Richard J. Goeglein Director June 19, 1996
-----------------------
Richard J. Goeglein
/s/ Charles V. Prothro Director June 19, 1996
-----------------------
Charles V. Prothro
/s/ Waldo J. Richards Director June 19, 1996
-----------------------
Waldo J. Richards
/s/ L. John Doerr Director June 19, 1996
-----------------------
L. John Doerr
/s/ Arthur J. Marks Director June 19, 1996
-----------------------
Arthur J. Marks
/s/ Robert Finzi Director June 19, 1996
-----------------------
Robert Finzi
/s/ Donald R. Dixon Director June 19, 1996
-----------------------
Donald R. Dixon
II-5
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Sequential Page Number
-------------- ----------- ----------------------
<S> <C>
4.1 Restricted Stock Purchase Agreement, dated
February 7, 1996, between the Company and L.
George Klaus. (Incorporated by reference to
Exhibit 10.34 to Registrant's Quarterly Report on
Form 10-Q for the period ended March 31, 1996.)
4.2 Restricted Stock Purchase Agreement, dated
February 7, 1996, between the Company and William
R. Pieser. (Incorporated by reference to Exhibit
10.36 to Registrant's Quarterly Report on Form 10-
Q for the period ended March 31, 1996.)
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a
Professional Corporation.
23.1 Consent of Ernst & Young LLP, Independent
Accountants.
23.2 Consent of Arthur Andersen LLP, Independent
Accountants.
23.3 Consent of Stradling, Yocca, Carlson & Rauth, a
Professional Corporation (included in Exhibit
5.1).
24 Power of Attorney (included on the signature page
to the Registration Statement - see pages II-4 and
II-5).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[STRADLING, YOCCA, CARLSON & RAUTH LETTERHEAD]
June 19, 1996
Platinum Software Corporation
195 Technology Drive
Irvine, California 92718
RE: Registration Statement on Form S-8 - Key Employee Restricted Stock
Purchase Grants
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") being filed by Platinum Software
Corporation, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of an aggregate of 2,500,000 shares of the Company's
common stock, $0.001 par value ("Common Stock"), issuable pursuant to certain
Key Employee Restricted Stock Purchase Agreements ("Restricted Stock Purchase
Agreements").
We have examined the proceedings heretofore taken and are familiar with
the additional proceedings proposed to be taken by the Company in connection
with the authorization, issuance and sale of the securities referred to above.
Based on the foregoing, it is our opinion that 2,500,000 shares of
Common Stock, when issued pursuant to the Restricted Stock Purchase Agreements
and against full payment in accordance with the respective terms and conditions
of the Restricted Stock Purchase Agreements, will be legally and validly
issued, fully paid and nonassessable.
<PAGE> 2
Platinum Software Corporation
June 19, 1996
Page 2
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ STRADLING, YOCCA, CARLSON & RAUTH
-------------------------------------
STRADLING, YOCCA, CARLSON & RAUTH
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8) pertaining to the Key Employee Restricted
Stock Purchase Grants and related Prospectus of Platinum Software Corporation
for the registration of 2,500,000 shares of its common stock and to the
incorporation by reference therein of our report dated August 18, 1995, with
respect to the consolidated financial statements and schedules of Platinum
Software Corporation included in its Annual Report (Form 10-K) for the year
ended June 30, 1995, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
------------------------
Ernst & Young LLP
Orange County, California
June 18, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration Statement of our
reports dated July 7, 1994 included in Platinum Software Corporation's Form
10-K for the year ended June 30, 1995 and to all references to our Firm
included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
------------------------
ARTHUR ANDERSEN LLP
San Jose, California
June 13, 1996
