<PAGE> 1
As Filed With the Securities and Exchange Commission on February 19, 1997
Registration No.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
----------
FORM S-3
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
195 TECHNOLOGY DRIVE, IRVINE, CALIFORNIA 92618
(714) 453-4000
(Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)
----------
L. GEORGE KLAUS, CHIEF EXECUTIVE OFFICER
PLATINUM SOFTWARE CORPORATION
195 TECHNOLOGY DRIVE, IRVINE, CALIFORNIA 92618
(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
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. [ ]
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 50,000 $10.3125 $515,625 $177.80
par value shares
- --------------------------------------------------------------------------------------------------------------------
</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 February 18, 1997, which was approximately
$10.3125 per share.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE> 3
PROSPECTUS SUBJECT TO COMPLETION
DATED FEBRUARY ___, 1997
PLATINUM SOFTWARE CORPORATION
50,000 SHARES OF COMMON STOCK
($.001 PAR VALUE)
----------
This Prospectus relates to the offer and sale of 50,000 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 February 12, 1997,
the last reported sale price of the Company's Common Stock on the Nasdaq NM was
$10.625.
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 February ___, 1997.
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<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................................................................. 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.
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 fiscal year
ended June 30, 1996;
b. The Company's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1996 and December 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 ended June 30, 1996; and
d. 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, 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 six 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, and Platinum Software (H.K.) 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 92618, 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 of 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.
Liquidity. The Company's cash and cash equivalents increased from $5.4 million
at June 30, 1996 to $8.9 million at December 31, 1996, principally due to the
net sale of short term investments, proceeds received from the exercise of stock
options and the decrease in restricted cash, offset by cash used in operations.
Although, the Company's fiscal 1994 restructuring is substantially complete,
there will be additional cash outlays in connection with lease terminations,
estimated to be approximately $131,000. In addition, there will be further cash
outlays estimated at approximately $967,000 in connection with the second
quarter fiscal 1996 restructuring and approximately $395,000 in connection with
the third quarter fiscal 1996 restructuring. The Company has taken steps to
significantly reduce its operating expenses, through the reductions in work
force, as well as the disposition of several business units that were not within
the Company's core financial software application business. The Company has
experienced negative cash flow from operations for the first nine months of
fiscal 1996 and the first six months of fiscal 1997 and positive cash flow from
operations during the fourth quarter of fiscal 1996. The Company expects to be
cash flow positive from operations during the third quarter of fiscal 1997. See
"Risk Factors - Forward Looking Statements." If the Company is not successful in
achieving targeted revenues or positive cash flow, 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.
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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.
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, a securities class action lawsuit,
several reductions in force, the closing of business units and poor financial
performance, have caused potential customers to curtail or delay 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, raised additional equity
financing, and the SEC investigation has concluded, the negative effects on
revenue from the negative events at the Company have continued. There can be no
assurance that the difficulty in closing sales of 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.
Dependence on Distribution Channels. The Company distributes its Platinum DOS
and Platinum for Windows products exclusively through third-party dealers and
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, 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 with or without cause.
In the fourth quarter of fiscal 1996, the Company began reestablishing 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 dealer channel.
The Company's Platinum SQL product (formerly named Platinum SQL NT) was first
introduced on a limited basis to the network of Authorized Dealers during the
quarter ended December 31, 1994. Platinum SQL, a client/server financial
software application designed to run on Microsoft Windows NT and Microsoft 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 Platinum SQL dealers who
have completed training from which approximately 30 dealers generate greater
than 90% of the indirect sales of Platinum SQL and is actively seeking
additional skilled Authorized Dealers to sell Platinum SQL. Delays in training
Authorized Dealers or recruiting additional skilled Authorized Dealers could
adversely impact the Company's ability to generate license revenues from its
Platinum SQL product line. There can be no assurance that the Company's direct
or indirect sales efforts will be successful.
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
Platinum SQL NT, which was first introduced in December 1994, is a relatively
new 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
5
<PAGE> 8
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 on which Platinum SQL operates 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 all of the core accounting modules of Platinum for Windows were
released during the quarter ended June 30, 1995 and calendar 1996. Version 4.1
of Platinum SQL, which includes multi-currency functionality for the core
accounting modules, is scheduled for release during the fourth quarter of fiscal
1997. 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. 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
financial condition and 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 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
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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.
Shares Eligible for Future Sale. As of January 29, 1997, the Company had
18,685,199 shares of common stock outstanding. There are presently 2,435,000
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 2,435,000 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. 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 105,000 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.
Forward Looking Statements. This prospectus contains certain forward looking
statements that involve risks and uncertainties. Certain risks and uncertainties
which may impact the accuracy of the forward looking statements with respect to
revenues, expenses and operating results include, without limitation, the impact
of competitive products, pricing, the discovery of undetected errors or software
bugs in the Company's products, subsequent changes in business strategy or plan,
the ability of the Company to overcome recent negative events such as
restructurings and reductions in force, and the ability of the Company to
recruit and train dealers for the Platinum SQL product. Certain other risks and
uncertainties are described under "Risk Factors."
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.
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SELLING STOCKHOLDERS
The following table sets forth the names of the Selling Stockholders,
the nature of any 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
Shares Owned After Offering (1)
Name Prior to Offering Shares Offered Number Percent
- ---- ----------------- -------------- ------ -------
<S> <C> <C> <C> <C>
Gerald Blackie (2) 10,000 (3) 10,000 0 0
Jon Erickson (4) 10,000 (3) 10,000 0 0
Timothy J. McMullen (5) 515,000 (6) 10,000 505,000 2.70
Kevin P. Riegelsberger (7) 547,500 (8) 10,000 537,500 2.88
Mark S. Tague (9) 133,250 10,000 123,250 *
</TABLE>
(1) Assumes Selling Shareholder sells all of the shares offered hereby.
(2) From August 1, 1984 to April 17, 1994, Mr. Blackie was President of the
Company.
(3) Issuable pursuant to exercise of a purchase warrant.
(4) From July 16, 1992 to April 17, 1994, Mr. Erickson was Chief Financial
Officer of the Company.
(5) Mr. McMullen is presently the Chief Technology Officer of the Company.
(6) Includes 275,000 shares owned directly and 240,000 shares issuable
pursuant to options or warrants exercisable within sixty (60) days from
the date hereof.
(7) Mr. Riegelsberger is presently Vice-President, International Sales of
the Company.
(8) Includes 327,500 shares owned directly and 220,000 shares issuable
pursuant to options or warrants exercisable within sixty (60) days from
the date hereof.
(9) From August 1, 1984 to October 22, 1993, Mr. Tague was the Corporate
Controller of the Company.
(10) Includes 123,250 shares owned directly and 10,000 shares issuable
pursuant to warrants exercisable within sixty (60) days from the date
hereof.
- ---------------
* less than 1%
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.
8
<PAGE> 11
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, 1996, 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 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
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.
50,000 SHARES
PLATINUM SOFTWARE CORPORATION
COMMON STOCK
----------
PROSPECTUS
----------
FEBRUARY ___, 1997
<PAGE> 13
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 $ 177.80
Accounting Fees and Expenses ......... $ 3,000.00*
Legal Fees and Expenses .............. $ 1,000.00*
Miscellaneous Expenses ............... $ 1,000.00*
------------
Total ....................... $ 5,177.80*
============
</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.
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on the signature page to the
Registration Statement - see 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:
II-1
<PAGE> 14
(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 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-2
<PAGE> 15
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 14th day of
February, 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>
Chief Executive Officer,
/s/ L. George Klaus President and Chairman of the Board February 14, 1997
- ------------------------- (Principal Executive Officer)
L. George Klaus
/s/ Michael J. Simmons Chief Financial Officer February 14, 1997
- ------------------------- (Principal Financial Officer)
Michael J. Simmons
/s/ Paul G. Mazzarella Corporate Controller February 14, 1997
- ------------------------- (Principal Accounting Officer)
Paul G. Mazzarella
</TABLE>
(signatures continued next page)
S-1
<PAGE> 16
<TABLE>
<S> <C> <C>
/s/ Carmelo J. Santoro Director February 14, 1997
- -------------------------
Carmelo J. Santoro
/s/ W. Douglas Hajjar Director February 14, 1997
- -------------------------
W. Douglas Hajjar
- ------------------------- Director ___________, 1997
Richard J. Goeglein
/s/ L. John Doerr Director February 14, 1997
- -------------------------
L. John Doerr
- ------------------------- Director ___________, 1997
Arthur J. Marks
/s/ Robert Finzi Director February 14, 1997
- -------------------------
Robert Finzi
/s/ Donald R. Dixon Director February 14, 1997
- -------------------------
Donald R. Dixon
</TABLE>
S-2
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
------ ----------- -----------
<S> <C> <C>
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. --
24.1 Power of Attorney (included on signature page to
the Registration Statement at page S-1). --
</TABLE>
<PAGE> 1
[STRADLING, YOCCA, CARLSON & RAUTH LETTERHEAD]
February 13, 1997 FILE NO. 17121-0000
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 50,000 shares of the Company's common
stock, $0.001 par value ("Common Stock"), issuable pursuant to the exercise of
warrants to purchase Common Stock.
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 50,000 shares of Common
Stock, when issued pursuant to the exercise of warrants to purchase said Common
Stock, will be legally and validly issued, 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 of our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Platinum Software
Corporation for the registration of 50,000 shares of its common stock and to
the incorporation by reference therein of our report dated July 29, 1996, 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, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Orange County, California
February 14, 1997
