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As Filed With the Securities and Exchange Commission on October 17, 1997
Registration No. ___________
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SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PLATINUM SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 33-0277592
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
195 TECHNOLOGY DRIVE, IRVINE, CALIFORNIA 92618-2402
(714) 453-4000
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
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L. GEORGE KLAUS, CHIEF EXECUTIVE OFFICER
PLATINUM SOFTWARE CORPORATION
195 TECHNOLOGY DRIVE, IRVINE, CALIFORNIA 92618-2402
(714) 453-4000
(Name, address, including zip code, and telephone number,
including area code of agent for service)
COPY TO:
PERRY J. TARNOFSKY, ESQ.
PLATINUM SOFTWARE CORPORATION
195 TECHNOLOGY DRIVE, IRVINE, CALIFORNIA 92618-2402
Approximate date of commencement of proposed sale to public: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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>
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Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of
to be to be price offering registration
registered registered per share (1) price (1) fee
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<S> <C> <C> <C> <C>
Common Stock, 450,935 $11.25 $5,073,018.70 $1,537.13
$.001 par value shares
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</TABLE>
(1) 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 price reported by the Nasdaq National Market for
the Common Stock on October 13, 1997, which was approximately $11.25
per share.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
PLATINUM SOFTWARE CORPORATION
450,935 SHARES OF COMMON STOCK
($.001 PAR VALUE)
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This Prospectus relates to the offer and sale of 450,935 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 shares offered hereby were issued to the former stockholders (the
"Former Clientele Stockholders" or "Selling Stockholders") of Clientele
Software, Inc., an Oregon corporation ("Clientele") pursuant to an Agreement and
Plan of Reorganization and Merger, dated June 27, 1997 among the Company,
Clientele, CSI Acquisition Corp., an Oregon corporation and wholly-owned
subsidiary of the Company, and the principal stockholders of Clientele (the
"Clientele Merger Agreement"), under which the Company acquired 100% of the
outstanding common stock of Clientele. 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 October 13, 1997, the
last reported sale price of the Company's Common Stock on the Nasdaq NM was
$11.25.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
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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 October 17, 1997.
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TABLE OF CONTENTS
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<TABLE>
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PAGE
<S> <C>
Available Information...........................................................................................2
Incorporation of Certain Documents by Reference.................................................................3
The Company.....................................................................................................4
Risk Factors....................................................................................................4
Use of Proceeds.................................................................................................8
Selling Stockholders............................................................................................8
Plan of Distribution............................................................................................9
Legal Matters...................................................................................................9
Experts.........................................................................................................9
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. Such materials may be obtained
electronically by visiting the Commission's Web site on the Internet at
http://www.sec.gov. 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.
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 or supplements to this Prospectus.
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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 fiscal year
ended June 30, 1997;
b. The Company's Current Report on Form 8-K filed with the
Commission on July 11, 1997, as amended by the Current Report
on Form 8-K/A filed with the Commission on September 12, 1997;
c. The Company's Current Report on Form 8-K filed with the
Commission on July 31, 1997;
d. 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 ended June 30, 1997; and
e. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A.
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 92618-2402, telephone
number (714) 453-4000.
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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 seven operating
subsidiaries: Platinum Software Canada, Ltd., Platinum Software (Aust.) Pty.
Limited, Platinum Software (N.Z.) Limited, Platinum Software (U.K.) Limited,
Platinum Software (Ireland) Limited, Platinum Software North Asia Limited and
Platinum Software Asia, Pte. 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 92618-2402, and its
telephone number is (714) 453-4000.
In May 1994, the Company restated its previously issued financial
results for the quarter and fiscal year ended June 30, 1992, all of the quarters
of fiscal 1993 and the first two quarters of fiscal 1994. Since approximately
April 1994, the Securities and Exchange Commission (the "SEC") conducted an
investigation relating to the circumstances underlying the restatement of the
Company's financial results and possibly other matters. On May 9, 1996, the SEC
commenced an administrative proceeding against the Company and certain former
officers of the Company under Section 21C of the Securities and Exchange Act of
1934 ("Exchange Act"). In the order instituting the public proceedings the SEC
found that the Company violated Section 13(a) of the Exchange Act and Rules
13a-1, 13a-13 and 12b-20 thereunder by disseminating to the public and filing
with the SEC an Annual Report on Form 10-K for the year ended June 30, 1993 and
Quarterly Reports on Form 10-Q for the third quarter of fiscal 1993 and the
first and second quarter of fiscal 1994, that contained materially false and
misleading financial statements, including overstated revenue and net income.
Also, the SEC found that the Company violated Section 13 (b)(2)(B) of the
Exchange Act in that management of the Company did not devise a sufficient
system of internal accounting controls or adequately enforce the control
procedures that were in place. In addition, the SEC found that the former
officers caused violations of Section 10(b) of the Exchange Act and Rule 10b-5
thereunder as well as Section 13(b)(5) of the Exchange Act and Rule 13b2-1
thereunder. The Company, without admitting or denying the SEC's findings,
consented to the entry of an administrative order in which it agreed that it
would cease and desist from committing or causing any violation, and committing
or causing any future violation of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B)
of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 promulgated thereunder.
Also, the former officers, without admitting or denying the SEC's findings,
consented to the entry of an administrative order in which they agreed that they
would cease and desist from committing or causing any violation, and committing
or causing any future violation of Sections 10(b) and 13(b)(5) of the Exchange
Act and Rules 10b-5 and 13b2-1 promulgated thereunder.
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.
Forward Looking Statements. This Prospectus contains certain forward
looking statements within the meaning of Section 27A of the Securities and
Exchange Act of 1933, as amended, and Section 21E of the Securities and Exchange
Act of 1934, as amended, that involve risks and uncertainties. In addition, the
Company may from time to time make oral forward looking statements. Actual
results are uncertain and may be impacted by the following factors, among
others, which may cause the actual results to differ materially from those
projected in the forward looking statement. Because of these and other factors
that may affect the Company's operating results, past performance should not be
considered an indicator of future performance and investors should not use
historical results to anticipate results or trends in future periods.
Liquidity. The Company's cash and cash equivalents increased from $5.4
million at June 30, 1996 to $6.3 million at June 30, 1997, principally due to
the exercise of stock options offset in part by capital expenditures and cash
used 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
$88,000. In addition, there will be further cash outlays estimated at
approximately $759,000 in connection with the second quarter fiscal 1996
restructuring, $162,000 in connection with the third quarter fiscal 1996
restructuring and $1.6 million in connection with the fiscal 1997 restructuring.
If the Company is not
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successful in achieving targeted revenues or positive cash flow, the Company may
be required to take actions to align its operating expenses with its reduced
revenues, such as reductions in work force or other expense cutting measures.
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.
Horizontal Product Strategy. As part of its business strategy, the
Company intends to expand its product offerings to include application software
products that are complementary to financial accounting applications, such as
sales force automation, enterprise resource planning or human resources. This
strategy may involve acquisitions, investments in other businesses that offer
complementary products, joint development agreements or licensing of technology
agreements. Any future acquisitions or investments would be accompanied by the
risks commonly encountered in the acquisitions of businesses. Some of these
risks include, among other things, the integration of previously distinct
businesses into one business unit, the substantial management time devoted to
such activities, the potential disruption of the Company's ongoing business,
undisclosed liabilities, the failure to realize anticipated benefits (such as
synergies and cost savings), and issues related to product transition (such as
development, distribution and customer support). The Company expects that the
consideration paid in future acquisitions, if any, would be in the form of
stock, rights to purchase stock, cash or a combination thereof. Dilution to
existing stockholders and earnings per share may result to the extent that
shares of stock or other rights to purchase stock are issued in connection with
any such future acquisitions. Some of the risks associated with joint
development agreements or technology licenses include development delays,
product bugs or errors, issues related to the integration or transition of the
new products, such as providing adequate customer support, effectively selling
and marketing the new product and coordinating development efforts.
Dependence on Distribution Channels. The Company distributes its
Platinum for DOS and Platinum for Windows products exclusively through
third-party distributors and value added resellers ("VARs"), and distributes its
Platinum SQL software product through a direct sales force as well as through
VARs and distributors. The Company's distribution channel includes distributors,
VARs 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 VARs 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 VARs and Authorized Consultants do not require
them to exclusively offer or recommend the Company's products and may be
terminated by either party with or without cause.
In the fourth quarter of fiscal 1996, the Company reestablished a
direct sales force for its middle market client server financial software
product, Platinum SQL. There can be no assurance that the direct sales force
will be successful in generating revenues or that it will not lead to conflicts
with the Company's VAR channel.
The Company's Platinum SQL product (formerly named Platinum SQL NT) was
first introduced on a limited basis to the network of VARs during the quarter
ended December 31, 1994. Platinum SQL, a client/server financial software
application designed to run on Microsoft Windows NT, Microsoft SQL server and
Sybase SQL server, is a more technically complex product than Platinum for
Windows and Platinum-DOS and requires additional skill and training to
successfully implement. The Company presently has over 70 authorized VARs who
have completed training from which approximately 30 VARs generate greater than
90% of the indirect sales of Platinum SQL and is actively seeking additional
skilled VARs to sell Platinum SQL. Delays in training VARs or recruiting
additional skilled VARs could adversely impact the Company's ability to generate
license revenues from its Platinum SQL product line.
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Dependence on Platinum SQL Product Line. Platinum SQL, which is a
successor product to Platinum SQL Enterprise, which was first introduced in June
1992, and to Platinum SQL NT, which was first introduced in December 1994, is an
integrated financial and management information software product for use on
client/server computing systems. It is common for complex programs such as
Platinum SQL 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 product 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, 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, will be corrected in a timely manner. Technical problems with the
current release of the database platforms on which Platinum SQL 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.
New Product Introductions. The Company's future success will depend
upon its ability to develop and successfully introduce new products, enhance its
current products on a timely basis and increase customer acceptance of its
existing products. The Company has two principal product lines, Platinum for
Windows (including Platinum-DOS) and Platinum SQL. The Company continues to
provide maintenance and support services for its Platinum SQL Enterprise product
for existing customers. Platinum SQL was released in the quarter ended December
31, 1994 and some of the core accounting modules of Platinum for Windows were
released during the quarters ended June 30, 1996 and December 31, 1995. Version
4.2 of Platinum SQL, which will include enhanced consolidation capabilities and
new on-line planning wizards and troubleshooting utilities as well as
maintenance fixes, is scheduled for release in December 1997. See "Forward
Looking Statements." 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 new 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. 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 financial condition and results of
operations.
Exposure to Rapid Technological Change. The market for the Company's
financial accounting and other line of business software products is
characterized by rapid technological advances, changes in end-user requirements,
frequent new product introductions and enhancements and evolving industry
standards. The
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introduction of products embodying new technologies and the emergence of new
industry standards could 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 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.
Dependence on Key Personnel. The Company's success depends on the
continued service of key management personnel, including L. George Klaus, Chief
Executive Officer, William Pieser, Senior Vice President, Marketing and Business
Development, and Ken Lally, Senior Vice President, Worldwide Field Operations.
None of the Company's personnel is subject to an employment agreement for a
specified time duration with the Company. In addition, the competition to
attract, retain and motivate qualified technical, sales and operations personnel
is intense. The Company has at times experienced, and continues to experience,
difficulty in recruiting qualified personnel, particularly in software
development and customer support. There can be no assurance that the Company can
retain its key personnel or attract other qualified personnel in the future. The
failure to attract or retain such persons could have a material adverse effect
on the Company's business, operating results, cash flows and financial
condition.
Risks Associated with International Sales. In fiscal 1995, 1996 and
1997, international sales represented approximately 31%, 32% and 30%,
respectively, of the Company's revenues, and the Company believes that its
future growth is dependent in part upon its ability to increase revenues in
international markets. The Company intends to attempt to continue to expand its
operations outside of the United States and enter additional international
markets, which will require significant management attention and financial
resources. There can be no assurance, however, that the Company will be able to
successfully maintain or expand its international sales. International sales are
subject to inherent risks, including changes in regulatory requirements, tariffs
and other barriers, fluctuating exchange rates, difficulties in staffing and
managing foreign sales and support operations and the possibility of greater
difficulty in accounts receivable collection. There can be no assurance that any
of these factors will not have a material adverse effect on the Company's future
international sales and, consequently, on the Company's business, operating
results, cash flows and financial condition.
Shares Eligible for Future Sale. As of September 2, 1997, the Company
had 20,249,739 shares of common stock outstanding. There are presently 2,435,000
shares of Series B Preferred Stock and 213,803 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 2,435,000 and 2,138,030 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. Also, the Company has a substantial number of options or shares
issuable to employees under employee option or stock grant plans. 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
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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.
Because of these and other factors affecting the Company's operating
results, past financial performance should not be considered an indicator of
future performance, and investors should not use historical trends to anticipate
results or trends in future periods.
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.
SELLING STOCKHOLDERS
The Company issued 887,636 shares of Common Stock to the Former
Clientele Stockholders on June 30, 1997, pursuant to the terms of the Clientele
Merger Agreement under which Clientele was merged with a subsidiary of the
Company, becoming a wholly-owned subsidiary of the Company. Pursuant to the
Clientele Merger Agreement 10% of such shares or 88,764 shares were placed in an
escrow account for one year as collateral to secure the indemnification
obligations of the Former Clientele Stockholders. Pursuant to the Clientele
Merger Agreement, the Company agreed to file a registration statement with the
Commission to register certain shares of Common Stock (i) received by the Former
Clientele Stockholders for resale by them and (ii) received upon exercise of
options by Clientele employees, and to keep the registration statement effective
for a period of up to 12 months after such registration statement is declared
effective. The Registration Statement of which this Prospectus is a part was
filed with the Commission pursuant to the Clientele Merger Agreement.
The following table sets forth (i) the name of each Former Clientele
Stockholder who holds shares of the Company's Common Stock acquired pursuant to
the Clientele Merger Agreement or who holds Common Stock received upon exercise
of a stock option and (ii) the number of shares of Common Stock owned by each
such Former Clientele Stockholder prior to the offering, including shares held
in the escrow account and (iii) the number of shares and the percentage of the
class to be owned by such Former Clientele Stockholders upon completion of this
offering.
<TABLE>
<CAPTION>
Shares Owned After Offering
---------------------------
Shares Prior Shares
Name to Offering Offered Number Percent
---- ----------- ------- ------ -------
<S> <C> <C> <C> <C>
Dale Yocum(1) 304,074(2) 151,173 152,901 *
Pamela Yocum(3) 302,820(4) 151,173 151,647 *
William Mullert(5) 215,149(6) 106,710 108,439 *
Richard Dutra 8,892 4,446 4,446 *
Scott Edelstein 4,446 2,223 2,223 *
Carolyn B. Lavine 9,485 4,743 4,742 *
Robert Rosenberg 5,928 2,964 2,964 *
Holly Files 2,371 1,186 1,185 *
Daniel W. Lowe 1,111 556 555 *
Kelly Blice 17,785 8,893 8,892 *
Paul A. Smethers 790 395 395 *
Maureen Burke 5,928 2,964 2,964 *
Geoffrey A. Bard(7) 1,623 21 1,602 *
Arthur J. Freise(8) 1,582 40 1,542 *
Michael Gama 9,260 4,630 4,630 *
John Roberts 5,780 2,890 2,890 *
Nancy Sage 5,928(9) 5,928 0 -
</TABLE>
- -------------------
* less than 1%
(1) Served as a director of Clientele (and its predecessor corporation) and as
President and CEO of Clientele from April 1, 1996 through June 1997.
Includes 302,345 shares owned directly and 1,729 shares issuable pursuant
to options exercisable within 60 days.
(2) Includes 302,345 shares owned directly and 1,729 shares issuable pursuant
to options exercisable within 60 days.
(3) Served as a director of Clientele (and its predecessor corporation) as well
as Vice President since September 1994 of Clientele.
(4) Includes 302,345 shares owned directly and 475 shares issuable pursuant to
options exercisable within 60 days.
8
<PAGE> 11
(5) Served as a director of Clientele (and its predecessor corporation) and as
President and CEO of Clientele from September 1994 through April 1996. Also
served as Executive Vice President of Sales of Clientele from April 1996
through June 1997.
(6) Includes 213,420 shares owned directly and 1,729 shares issuable pursuant
to options exercisable within 60 days.
(7) Includes 42 shares owned directly and 1,581 shares issuable pursuant to
options exercisable within 60 days.
(8) Includes 80 shares owned directly and 1,582 shares issuable pursuant to
options exercisable within 60 days.
(9) Acquired upon exercise of a stock option.
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, a Professional
Corporation, Newport Beach, California.
EXPERTS
The consolidated financial statements and schedule of Platinum
Software Corporation appearing in Platinum Software Corporation's Annual Report
on Form 10-K for the year ended June 30, 1997, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements and schedule are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
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
9
<PAGE> 12
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.
10
<PAGE> 13
No dealer, salesperson or any other person has been authorized to give any
information or to 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.
450,935 SHARES
PLATINUM SOFTWARE CORPORATION
COMMON STOCK
----------
PROSPECTUS
----------
OCTOBER 17, 1997
<PAGE> 14
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 14. Other Expenses of Issuance and Distribution
- -----------------------------------------------------
The following sets forth the costs and expenses, all of which shall be
borne by the Company, in connection with the offering of the shares of Common
Stock pursuant to this Registration Statement:
<TABLE>
<S> <C>
Securities and Exchange Commission Fee........................................ $ 1,537.13
Accounting Fees and Expenses.................................................. $ 1,000.00
Legal Fees and Expenses....................................................... $ 3,000.00
Miscellaneous Expenses........................................................ $ 0
-----------
Total................................................................ $ 5,537.13
===========
</TABLE>
* Estimated
Item 15. 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.
(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 16. Exhibits.
- -------------------
2.1 Agreement and Plan of Reorganization and Merger dated as of June
27, 1997, among Platinum Software Corporation, Clientele Software,
Inc., CSI Acquisition Corp., Dale Yocum, Pamela Yocum and William
Mullert (incorporated by reference to Exhibit 2.1 to the Company's
Form 8-K dated June 30, 1997).
3.1 Second Restated Certificate of Incorporation of the Company
(incorporated by reference to the referenced exhibit number to the
Company's Registration Statement on Form S-1, Reg. No. 33-57294).
3.2 Certificate of Amendment to Second Restated Certificate of
Incorporation (incorporated by reference to the referenced exhibit
to the Company's Quarterly Report on Form 10-Q for the quarter
ending December 31, 1996).
3.3 Amended and Restated Bylaws of the Company, as currently in effect
(incorporated by reference to the referenced exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1996).
II-1
<PAGE> 15
4.1 Certificate of Designation of Rights, Preferences and Privileges of
Series A Jr. Participating Preferred Stock (incorporated by
reference to the referenced exhibit to the Company's Registration
Statement on Form 8-A, dated April 14, 1994).
4.2 Certificate of Designation of Preferences of Series B Preferred
Stock (incorporated by reference to the referenced exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1994).
4.3 Certificate of Designation of Preferences of Series C Preferred
Stock (incorporated by reference to the referenced exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1995).
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Arthur Andersen, LLP.
24.1 Power of Attorney (included on signature page to the Registration
Statement at page S-1).
Item 17. 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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b). If, in the aggregate, the changes in volume
and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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 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
II-2
<PAGE> 16
Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference is the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on the 13th day of
October, 1997.
PLATINUM SOFTWARE CORPORATION
By: /s/ L. George Klaus
--------------------------------------
L. George Klaus
President, Chief Executive Officer and
Chairman of the Board
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
(including post-effective amendments) to this Registration Statement, or any
related Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ L. George Klaus Chief Executive Officer, October 13, 1997
- ----------------------- President and Chairman of
L. George Klaus the Board (Principal
Executive Officer
/s/ Michael J. Simmons Chief Financial Officer October 13, 1997
- ----------------------- (Principal Financial
Michael J. Simmons Officer)
/s/ Paul G. Mazzarella Corporate Controller October 13, 1997
- ----------------------- (Principal Accounting
Paul G. Mazzarella Officer)
</TABLE>
(signatures continued next page)
S-1
<PAGE> 18
<TABLE>
<S> <C> <C>
/s/ Carmelo J. Santoro Director October 13, 1997
- -----------------------
Carmelo J. Santoro
- ----------------------- Director October __, 1997
W. Douglas Hajjar
- ----------------------- Director October __, 1997
Richard J. Goeglein
/s/ L. John Doerr Director October 13, 1997
- -----------------------
L. John Doerr
- ----------------------- Director October __, 1997
Arthur J. Marks
/s/ Robert Finzi Director October 13, 1997
- -----------------------
Robert Finzi
/s/ Donald R. Dixon Director October 13, 1997
- -----------------------
Donald R. Dixon
</TABLE>
S-2
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
------ ----------- -----------
<C> <S> <C>
2.1 Agreement and Plan of Reorganization and Merger dated as of June 27,
1997, among Platinum Software Corporation, Clientele Software, Inc.,
CSI Acquisition Corp., Dale Yocum, Pamela Yocum and William Mullert
(incorporated by reference to Exhibit 2.1 to the Company's Form 8-K
dated June 30, 1997).
3.1 Second Restated Certificate of Incorporation of the Company
(incorporated by reference to the referenced exhibit number to the
Company's Registration Statement on Form S-1, Reg. No. 33-57294).
3.2 Certificate of Amendment to Second Restated Certificate of
Incorporation (incorporated by reference to the referenced exhibit to
the Company's Quarterly Report on Form 10-Q for the quarter ending
December 31, 1996).
3.3 Amended and Restated Bylaws of the Company, as currently in effect
(incorporated by reference to the referenced exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1996).
4.1 Certificate of Designation of Rights, Preferences and Privileges of
Series A Jr. Participating Preferred Stock (incorporated by reference
to the referenced exhibit to the Company's Registration Statement on
Form 8-A, dated April 14, 1994).
4.2 Certificate of Designation of Preferences of Series B Preferred Stock
(incorporated by reference to the referenced exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1994).
4.3 Certificate of Designation of Preferences of Series C Preferred Stock
(incorporated by reference to the referenced exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1995).
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Arthur Andersen, LLP.
24.1 Power of Attorney (included on signature page to the Registration
Statement at page S-1).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[STRADLING, YOCCA, CARLSON & RAUTH LETTERHEAD]
File No. 17121-0021
October 15, 1997
Platinum Software Corporation
195 Technology Drive
Irvine, California 92718
Re: Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-3 (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 450,935 shares of the Company's
common stock, $0.001 par value ("Common Stock") of which 443,821 were issued to
former Clientele Software, Inc. ("Clientele") stockholders in connection with a
recent acquisition of Clientele, and 7,114 of which were issued to former
employees of Clientele in connection with the exercise of options under the
Company's "Clientele Incentive Plan." The shares of Common Stock may be offered
for resale from time to time by and for the account of the Selling Stockholders
of the Company as named in the Registration Statement.
We have reviewed the corporate action of the Company in connection with
this matter and have examined such documents, corporate records and other
instruments as we have deemed necessary for the purposes of this opinion.
Based on the foregoing, it is our opinion that 450,935 shares of
Common Stock covered by the Registration Statement have been duly authorized
and validly issued, and are fully paid and nonassessable.
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 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement Form S-3 and related Prospectus of Platinum Software
Corporation for the registration of 450,935 shares of its common stock and to
the incorporation by reference therein of our report dated July 29, 1997, with
respect to the consolidated financial statements and schedule of Platinum
Software Corporation included in its Annual Report on Form 10-K for the year
ended June 30, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Orange County, California
October 9, 1997
<PAGE> 1
EXHIBIT 23.3
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of our report dated March
6, 1997 pertaining to Clientele Software, Inc. included in Platinum Software
Corporation's Form 8-K dated July 11, 1997 and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Portland, Oregon
October 9, 1997
