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As Filed With the Securities and Exchange Commission on February 17, 1998
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)
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DELAWARE 33-0277592
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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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)
_____________________
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
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share(1) price(1) registration fee
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Common Stock, $.001 2,474,794 $13.28 $32,865,264 $10,270.40
par value shares
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(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 11, 1998, which was approximately $13.28
per share.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
PLATINUM SOFTWARE CORPORATION
2,474,794 SHARES OF COMMON STOCK
($.001 PAR VALUE)
_________________________
This Prospectus relates to the offer and sale of 2,474,794 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 FocusSoft Stockholders" or "Selling
Stockholders") of FocusSoft, Inc., a Kentucky corporation ("FocusSoft")
pursuant to an Agreement and Plan of Merger, dated November 4, 1997 among the
Company, FocusSoft, FS Acquisition Corp., a Kentucky corporation and
wholly-owned subsidiary of the Company, John Lococo, Michael Zimmerman and
Joseph Brumleve (the "FocusSoft Merger Agreement"), under which the Company
acquired 100% of the outstanding common stock of FocusSoft. 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 11, 1998,
the last reported sale price of the Company's Common Stock on the Nasdaq NM was
$13.25.
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 __, 1998.
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TABLE OF CONTENTS
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PAGE
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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
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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 Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997;
c. The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1997;
d. 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;
e. The Company's Current Report on Form 8-K dated July 29, 1997;
f. The Company's Current Report on Form 8-K dated October 29,
1997;
g. The Company's Current Report on Form 8-K dated November 14,
1997;
h. The Company's Current Report on Form 8-K dated January 22,
1998;
i. 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
j. 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 eight 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,
Platinum Software Asia, Pte. and FocusSoft, Inc. 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 report 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 decreased
from $6.7 million at June 30, 1997 to $4.5 million at December 31, 1997,
principally due to cash used in operations. The Company incurred significant
cash outlays in the first six months of fiscal 1998 for fiscal 1997 year-end
sales and professional services commissions and for costs related to the
acquisition of FocusSoft, Inc. In addition, there will be further cash outlays
estimated at approximately $614,000 in connection with the second quarter
fiscal 1996 restructuring, $126,000 in connection with the third quarter fiscal
1996 restructuring and $1.2 million in connection with the fiscal 1997
restructuring. If the Company is not successful in achieving targeted revenues
or positive cash flow from operations, the Company may be required to take
actions to align its operating expenses with its reduced revenues, such as
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reductions in work force or other expense cutting measures, or seek additional
debt or equity financing. There can be no assurance that the Company would be
able to reduce expenses or secure additional financing on reasonable terms or
at all.
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,
manufacturing and distribution, sales force automation and help desk
applications. This strategy may involve acquisitions, investments in other
businesses that offer complementary products, joint development agreements or
licensing of technology agreements. Such acquisitions are, and 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 integration and 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 not cause conflicts with the Company's VAR channel.
The Company's Platinum SQL product 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 or
subsequently enhanced, which are discovered only after the product has been
used with many different computer systems and in varying applications. The
inability of the Company to correct any serious errors, or any significant
delay in correcting any serious errors could have a material adverse effect on
the Company's results of operations. In addition, there can be no assurance
that significant technical problems will not be discovered, or if discovered,
corrected in a timely manner. Technical problems with the current release of
the database platforms 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 three principal product lines,
Platinum for Windows (including Platinum for DOS), Platinum SQL (including
financial accounting, distribution and manufacturing applications) and
Clientele. 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 December 31, 1996, 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 the fourth fiscal quarter of 1998. See
"Forward Looking Statements." Version 3.0 of Clientele, which will include
sales force automation, is scheduled for release in the third fiscal quarter of
1998. 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.
Competition. The 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 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.
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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 key 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.
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.
Shares Eligible for Future Sale. As of February 5, 1998, the
Company had 22,889,613 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 approximately
4,700,000 shares subject to stock options which are issuable to employees under
employee option 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
7
<PAGE> 10
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 2,474,794 shares of Common Stock to the Former
FocusSoft Stockholders on November 14, 1997, pursuant to the terms of the
FocusSoft Merger Agreement under which FocusSoft was merged with a subsidiary
of the Company, becoming a wholly-owned subsidiary of the Company. Pursuant to
the FocusSoft Merger Agreement 247,480 shares of Common Stock were placed in an
escrow account for one year as collateral to secure the indemnification
obligations of the Former FocusSoft Stockholders. Pursuant to the FocusSoft
Merger Agreement, the Company agreed to file a registration statement with the
Commission to register the shares of Common Stock received by the Former
FocusSoft Stockholders for resale by them, 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 FocusSoft
Merger Agreement.
The following table sets forth (i) the name of each Former FocusSoft
Stockholder who holds shares of the Company's Common Stock acquired pursuant to
the FocusSoft Merger Agreement and (ii) the number of shares of Common Stock
owned by each such Former FocusSoft 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 FocusSoft Stockholders
upon completion of this offering.
<TABLE>
<CAPTION>
Shares Owned After Offering
Name Shares Prior Shares Offered Number Percent
to Offering
- ------------------------- ----------- -------------- ------ ------
<S> <C> <C> <C> <C>
John Lococo(1) 648,643 648,643 0 0
Michael Zimmerman(2) 798,368 798,368 0 0
Joseph Brumleve(3) 582,319 582,319 0 0
Irrevocable Trust FBO 148,488 148,488 0 0
Ashley Claire Lococo
Irrevocable Trust FBO 148,488 148,488 0 0
Joshua Vincent Lococo
Irrevocable Trust FBO Amy 148,488 148,488 0 0
Lococo O'Daniel
</TABLE>
* less than 1%
(1) Served as a director of FocusSoft and as President and CEO of
FocusSoft, Inc. from inception through November 1997. Mr. Lococo has
been a director of the Company since January 1998 and has been
President of the Manufacturing Systems Division of the Company since
November 1997.
(2) Served as a director and Vice President of FocusSoft, Inc. since
inception. Mr. Zimmerman has been Vice President and Chief Technology
Officer of the Manufacturing Systems Division of the Company since
November 1997.
(3) Served as director of FocusSoft since inception.
8
<PAGE> 11
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 Wilson, Sonsini, Goodrich & Rosati, a
Professional Corporation.
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 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.
2,474,794 SHARES
PLATINUM SOFTWARE CORPORATION
COMMON STOCK
__________________
PROSPECTUS
__________________
FEBRUARY __, 1998
<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 . . . . . . . . . . . . . . . . . . $ 10,270.40
Accounting Fees and Expenses* . . . . . . . . . . . . . . . . . . . . . . $ 1,500.00
Legal Fees and Expenses* . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,000.00
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0
-------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,770.40
=============
</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 and Merger dated as of November 4,
1997, among Platinum Software Corporation, FocusSoft,
Inc., FS Acquisition Corp., John Lococo, Michael Zimmerman
and Joseph Brumleve (incorporated by reference to Exhibit
2.1 to the Company's Form 8-K dated November 14, 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
II-1
<PAGE> 14
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 Wilson, Sonsini, Goodrich & Rosati, a
Professional Corporation.
23.1 Consent of Wilson, Sonsini, Goodrich & Rosati, 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).
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
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.
II-2
<PAGE> 15
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act 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> 16
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 12th day of
February, 1998.
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 12, 1998
- -------------------------- (Principal Executive Officer)
L. George Klaus
/s/ Michael J. Simmons Chief Financial Officer February 12, 1998
- -------------------------- (Principal Financial Officer)
Michael J. Simmons
Corporate Controller
/s/ Paul G. Mazzarella (Principal Accounting Officer) February 12, 1998
- --------------------------
Paul G. Mazzarella
</TABLE>
(signatures continued next page)
S-1
<PAGE> 17
<TABLE>
<S> <C> <C>
Director
- --------------------------
Carmelo J. Santoro
/s/ W. Douglas Hajjar Director February 12, 1998
- --------------------------
W. Douglas Hajjar
/s/ Richard J. Goeglein Director February 12, 1998
- --------------------------
Richard J. Goeglein
/s/ L. John Doerr Director February 12, 1998
- --------------------------
L. John Doerr
/s/ Arthur J. Marks Director February 12, 1998
- --------------------------
Arthur J. Marks
/s/ Donald R. Dixon Director February 12, 1998
- --------------------------
Donald R. Dixon
/s/ John Lococo Director February 12, 1998
- --------------------------
John Lococo
</TABLE>
S-2
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
- ------ ----------- -----------
<S> <C> <C>
2.1 Agreement and Plan of Merger dated as of November 4, 1997, among
Platinum Software Corporation, FocusSoft, Inc., FS Acquisition Corp.,
John Lococo, Michael Zimmerman and Joseph Brumleve (incorporated by
reference to Exhibit 2.1 to the Company's Form 8-K dated November 4,
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 Wilson, Sonsini, Goodrich & Rosati, a Professional
Corporation.
23.1 Consent of Wilson, Sonsini, Goodrich & Rosati, 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
EXHIBIT 5.1
February 17, 1998
Platinum Software Corporation
195 Technology Drive
Irvine, CA 92618
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
you with the Securities and Exchange Commission on or about February 17, 1998
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 2,474,794 shares of your
Common Stock (the "Shares") that were issued to former shareholders of
FocusSoft, Inc., a Kentucky corporation ("FocusSoft") in connection with the
Company's recent acquisition of FocusSoft as more fully described in the
Registration Statement. The Shares 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 actions of the
Company in connection with this matter and have examined such documents,
corporate records and other instruments as we have deemed necessary for this
opinion.
It is our opinion that the Shares 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 and further consent to the use of our name wherever it
appears in the Registration Statement and any amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<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 2,474,794 shares of its common stock and to
the incorporation by reference therein of our reports dated July 29, 1997, with
respect to the consolidated financial statements and schedule of Platinum
Software Corporation included in its Annual Report (Form 10-K) for the year
ended June 30, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Orange County, California
February 11, 1998
