<PAGE> 1
As Filed With the Securities and Exchange Commission on November 23, 1999
Registration No. 333-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EPICOR SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 33-0277592
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
195 Technology Drive, Irvine, California 92618-2402
(Address of Principal Executive Offices) (Zip Code)
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KEY EMPLOYEE NONQUALIFIED OPTION AGREEMENT
(Full title of the plan)
----------
L. George Klaus, Chief Executive Officer
Epicor Software Corporation
195 Technology Drive
Irvine, California 92618-2402
(Name and address of agent for service)
(949) 585-4000
(Telephone number, including area code, of agent for service)
Copies to:
Perry Tarnofsky, Esq.
Epicor Software Corporation
195 Technology Drive
Irvine, California 92618-2402
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered (1) per share (2) price (2) registration fee
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 375,000 $12.8125 $4,804,688 $1,335.70
par value shares
------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement covers an aggregate of 375,000 shares of
Common Stock which may be issued pursuant to the Nonqualified Option
Agreement, dated as of December 31, 1998, between Registrant (formerly
named Platinum Software Corporation) and Stuart W. Clifton (the "Plan")
together with such additional shares of such Common Stock as may be
issued to the holder of such options pursuant to anti-dilution
provisions.
(2) In accordance with Rule 457(h), the aggregate offering price of 375,000
shares of Common Stock registered hereby which would be issued upon
exercise of options granted under the Plan is based upon the per share
exercise price of such options of $12.8125.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") and are incorporated
herein by reference:
(a) The Registrant's Transition Report on Form 10-K for the transition
period from July 1, 1998 to December 31, 1998.
(b) Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999, and September 30, 1999.
(c) Registrant's Current Reports on Form 8-K dated April 26, 1999, July
7, 1999, July 29, 1999, and October 21, 1999.
(d) All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the annual report referred to
in (a) above.
(e) The description of the Registrant's Common Stock, which is
contained in the Registrant's registration statement on Form 8-A filed on
October 15, 1992 pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the registration statement which indicates that all
of the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
the filing of such documents; except as to any portion of any future annual or
quarterly report to stockholders or document that is not deemed filed under such
provisions. For the purposes of this registration statement, any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
II-1
<PAGE> 4
Item 6. Indemnification of Directors and Officers.
(a) As permitted by the Delaware General Corporation Law, the Second
Restated Certificate of Incorporation eliminates the liability of directors to
the Registrant 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 Registrant 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 Registrant 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 Registrant's
Amended and Restated Bylaws provide for a similar indemnity to the Registrant's
directors and officers to the fullest extent authorized by the Delaware General
Corporation Law.
(c) The Registrant has entered into indemnification agreements with
each of its directors and executive officers. The indemnification agreements
provide for the indemnification of directors and executive officers of the
Registrant against any and all expenses, judgments, fines, penalties and amounts
paid in settlement, to the fullest extent permitted by law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Nonqualified Option Agreement, dated as of December 31, 1998,
between Epicor Software Corporation (formerly named Platinum
Software Corporation), and Stuart W. Clifton.
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati.
23.1 Consent of Wilson, Sonsini, Goodrich & Rosati (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Accountants.
24.1 Power of Attorney (included on the signature page to the
Registration Statement - see pages II-4 and II-5).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(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
II-2
<PAGE> 5
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
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> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irvine, State of California, on the 11th day of
November, 1999.
EPICOR SOFTWARE CORPORATION
By /s/ L. George Klaus
--------------------------------------
L. George Klaus
Chairman of the Board, Chief Executive
Officer and President
II-4
<PAGE> 7
POWER OF ATTORNEY
We, the undersigned officers and directors of Epicor Software
Corporation, do hereby constitute and appoint L. George Klaus and Lee Kim, or
either of them, our true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite are
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 attorney-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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ L. George Klaus Chairman of the Board,
--------------------------- Chief Executive Officer and November 11, 1999
L. George Klaus President
/s/ Lee Kim Vice President, Chief Financial
--------------------------- Officer (Principal Accounting and November 11, 1999
Lee Kim Financial Officer)
/s/ Arthur J. Marks Director November 11, 1999
---------------------------
Arthur J. Marks
/s/ L. John Doerr Director November 11, 1999
---------------------------
L. John Doerr
/s/ Donald R. Dixon Director November 11, 1999
---------------------------
Donald R. Dixon
</TABLE>
II-5
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
------ ----------- -----------
<C> <S> <C>
4.1 Nonqualified Option Agreement, dated as of December 31, 1998,
between Epicor Software Corporation (formerly named Platinum
Software Corporation) and Stuart W. Clifton.
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati.
23.1 Consent of Wilson, Sonsini, Goodrich & Rosati (included in Exhibit
5.1).
23.2 Consent of Ernst & Young LLP, Independent Accountants.
24.1 Power of Attorney (included on the signature page to the
Registration Statement - see pages II-4 and II-5).
</TABLE>
II-6
<PAGE> 1
EXHIBIT 4.1
NONQUALIFIED OPTION AGREEMENT
THIS NONQUALIFIED OPTION AGREEMENT (the "Agreement"), made as of
December 31, 1998, between PLATINUM SOFTWARE CORPORATION, a Delaware corporation
(hereinafter referred to as the "Company"), and Stuart W. Clifton, an employee
of the Company, its parent or one or more of its subsidiaries (the "Optionee"),
is made with reference to the following facts:
R E C I T A L S
A. Optionee is employed with the Company or a consultant to the Company
and is a valued and key employee of or a consultant to the Company.
B. The Company, Zoo Acquisition Corp. ("Merger Sub"), and DataWorks
Corporation entered into an Agreement and Plan of Reorganization dated as of
October 13, 1998 ("Merger Agreement"), pursuant to which DataWorks will become a
wholly owned subsidiary of the Company ("Merger").
C. Concurrent with the closing of the Merger, the Company desires to
employ the Optionee and the Company and the Optionee have entered into an
employment agreement ("Employment Agreement").
D. The Company and the Optionee acknowledge that the option grant
represented by this Agreement is an inducement essential to Optionee entering
into employment with the Company.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants hereinafter
set forth, and for good and valuable consideration, the parties hereto have
agreed, and do hereby agree, as follows:
1. GRANT OF OPTION.
The Company hereby irrevocably grants to the Optionee the right and
option (hereinafter called the "Option") to purchase all or any part of an
aggregate of 375,000 Shares (such number being subject to adjustment as provided
in Paragraph 7 hereof) on the terms and conditions herein set forth. The Option
granted herein is a "nonqualified option" and is not subject to the provisions
of Section 422A of the Internal Revenue Code of 1986, as amended.
2. PURCHASE PRICE.
The purchase price of the Shares covered by the Option shall be
$12.8125 per share (the "Exercise Price"), representing one hundred percent
(100%) of the fair market value of the shares as determined pursuant to Section
5 of the Plan as of the date hereof.
<PAGE> 2
3. TERM OF OPTION.
The term of the Option shall commence on the date hereof and all rights
to purchase shares hereunder shall cease at 11:59 p.m. on the day before the
tenth (10th) anniversary of the date hereof, subject to earlier termination as
provided herein. Except as may otherwise be provided in this Agreement, options
granted hereunder may be cumulative and exercised as follows:
(i) From and after the date hereof (the "Vesting Commencement Date")
and until one year from the Vesting Commencement Date, the Option may not be
exercised as to any of the Shares subject to the Option.
(ii) During the period commencing one year from the Vesting
Commencement Date, the Option may be exercised for one-third (1/3) of the Shares
subject to the Option, and, thereafter, on each succeeding anniversary of the
Vesting Commencement Date, the Option may be exercised for an additional
one-third (1/3) of the Shares subject to the Option, such that on and after
three (3) years from the Vesting Commencement Date, the Option may be exercised
as to all of the Shares subject to the Option.
The purchase price of the Shares as to which the Option shall be
exercised shall be paid in full at the time of exercise, as provided in
Paragraph 9 below. Except as provided in Paragraph 5 hereof, the Option may not
be exercised at any time unless the Optionee shall have been continuously, from
the date hereof to the date of the exercise of the Option, a Service Provider to
the Company. The holder of the Option shall not have any of the rights of a
shareholder with respect to the Shares covered by the Option as to any Shares of
Common Stock not actually issued and delivered to Optionee.
4. NONTRANSFERABILITY.
The Option shall not be transferable other than by will or the laws of
descent and distribution or with the prior written consent of the Plan
Administrator, and the Option may be exercised, during the lifetime of the
Optionee, only by Optionee. More particularly (but without limiting the
generality of the foregoing), the Option may not be assigned, transferred
(except as provided in Paragraph 6 hereof), pledged or hypothecated in any way,
shall not be assignable by operation of law and shall not be subject to
execution, attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of the Option contrary to the
provisions hereof, and the levy of any execution, attachment or similar process
upon the Option, shall be null and void and without effect.
5. TERMINATION OF OPTION.
Except as provided below in this Section, this Option shall terminate
on the date Optionee ceases to be a Service Provider for the Company or ceases
to be deemed to be considered a service provider as provided in Section 5.3 of
the Employment Agreement (the "Termination Date"). Optionee shall be considered
to be a Service Provider to the Company for all purposes under this Agreement if
either: (i) the Board of Directors or Administrator of the Plan determines that
Optionee is rendering or available to render substantial services as a part-time
employee, consultant, contractor or advisor to the Company or any Parent,
Subsidiary or Affiliate of the Company; or (ii) Optionee is deemed to be
considered a service provider pursuant to Section 5.3 of the Employment
Agreement. A leave of absence (regardless of the reason therefor) shall be
deemed to constitute the cessation of Service Provider status as of the
commencement date of the leave, unless such leave is authorized by the Company
in writing and the Optionee recommences providing services prior to the
expiration date of such leave. Accordingly, the Optionee shall receive credit as
a Service Provider to the Company during a leave of absence only if the
<PAGE> 3
leave is authorized by the Company and the Optionee recommences providing
services on or prior to the expiration date of the leave.
(a) TERMINATION GENERALLY. In the event Optionee ceases to be a Service
Provider to the Company for any reason except death or disability, this Option,
to the extent (and only to the extent) that it would have been exercisable by
Optionee on the Termination Date, may be exercised by Optionee within three (3)
months after the Termination Date, but in no event later than the Expiration
Date.
(b) DEATH OR DISABILITY. In the event Optionee ceases to be a Service
Provider to the Company because of the death of Optionee or the disability of
Optionee within the meaning of Section 22(e)(3) of the Code, this Option shall
continue to vest for the remainder of the Consulting Period (as defined in the
Employment Agreement) and may be exercised by Optionee (or Optionee's legal
representative) within one year after the expiration of the Consulting Period
(as defined in the Employment Agreement), but in no event later than the
Expiration Date.
6. OTHER TERMINATIONS OR EXPIRATIONS.
(a) In addition to any other event causing an expiration or termination
of this Option, this Option shall expire and all rights to purchase Shares shall
cease (to the extent not theretofore terminated or expired as herein provided)
upon the effective date of a Change of Control. To the extent applicable, based
upon the event causing a Change of Control, the Company shall give written
notice to the Optionee of the proposed Change of Control not less than thirty
(30) days prior to the anticipated effective date of the Change of Control. The
Option shall be accelerated and, concurrent with the effective date of the
Change of Control, the Optionee shall have the right to either (i) exercise the
Option in respect to any or all of the Shares then subject thereto, or (ii)
exchange this Option for cash in an amount equal to the number of Shares which
as of the effective date of the Change of Control may be acquired upon the
exercise of the Option, multiplied by the difference between (1) the fair market
value of the consideration to be paid per Share in connection with the Change of
Control as determined by the Board of Directors, which determination shall be
final and binding on Optionee, and (2) The Exercise Price. Such cash payment
shall be paid within thirty (30) days following the consummation of the Change
of Control. Neither the approval of the Board or the Committee shall be required
in connection with such election and the cash distribution.
(b) For the purposes of this Agreement, the term "Change of Control"
shall mean the occurrence of any of the following:
(i) Any "person," as such term is used in Section 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(other than the Company, a Company subsidiary, or a Company employee benefit
plan, including any trustee of such plan acting as trustee) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company (or a successor to the Company)
representing fifty percent (50%) or more of the combined voting power of the
then outstanding securities of the Company or such successor; or
(ii) At least a majority of the directors of the Company
constitute persons who were not at the time of their first election to the
Board, candidates proposed by a majority of the Board of Directors in office
prior to the time of such first election; or
(iii) A merger or consolidation in which the Company is not
the surviving entity, except for a transaction, the principal purpose of which
is to change the state in which the Company is incorporated; or
<PAGE> 4
(iv) A sale, transfer or other disposition of assets involving
fifty percent (50%) or more in value of the assets of the Company; or
(v) The dissolution of the Company, or liquidation of more
than fifty percent (50%) in value of the Company; or
(vi) Any reverse merger in which the Company is a surviving
entity but in which securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities are
transferred to a person or persons different from the persons holding those
securities immediately prior to such reverse merger.
7. ADJUSTMENTS.
The number and class of shares subject to this Option, and the purchase
price per share (but not the total purchase price), and the minimum number of
shares as to which this Option may be exercised at any one time, shall all be
proportionately adjusted in the event of any change or increase or decrease in
the number of issued shares of Common Stock in the Company, without receipt of
consideration by the Company, which result from a split-up or consolidation of
shares, payment of a share dividend (in excess of two percent (2%)), a
recapitalization, combination of shares or other like capital adjustment, so
that, upon exercise of this Option, the Optionee shall receive the number and
class of shares Optionee would have received had Optionee been the holder of the
number of shares of Common Stock in the Company, for which this Option is being
exercised, on the date of such change or increase or decrease in the number of
issued shares of Common Stock in the Company. Adjustments under this paragraph
shall be made by the Board of Directors whose determination with respect thereto
shall be final and conclusive. No fractional share shall be issued under this
Option or upon any such adjustment.
8. NOTICE.
All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered or
mailed, by United States certified or registered mail, prepaid, to the parties
or their assignees at the addresses set forth opposite their signatures below
(or such other address as shall be given in writing by either party to the
other).
9. METHOD OF EXERCISING OPTION.
Subject to the terms and conditions of this Option Agreement, this
Option may be exercised by written notice to the Company, at its principal
office in the State of California, which presently is located at 195 Technology
Drive, Irvine, California 92618-2402. Such notice shall state the election to
exercise the Option and the number of shares in respect of which it is being
exercised and shall be signed by the person or persons so exercising the Option.
Such notice shall be accompanied by payment in (i) cash, certified check, bank
draft; (ii) (subject to the limitations and with the prior approval required
under Paragraph 3 above) certificates for shares of the Common Stock of the
Company; or (iii) (subject to the limitations and with the terms and provisions
specified pursuant to Paragraph 3 above) with the prior written consent and
approval of the Company, by the execution and delivery of Optionee's promissory
note in the principal amount of the exercise price, with such term, interest
rate and other terms and provisions, including, without limitation, requiring
the Shares acquired upon exercise to be pledged to the Company to secure payment
of the note, as the Board of Directors may specify, equal to at the time of
exercise, in the aggregate, the full purchase price of such shares, (iv) by
cancellation of indebtedness of the Company to Optionee, (v) by waiver of
compensation due or accrued to Optionee for services rendered, (vi) provided
that a public market for the Company's stock exists, through a "same day sale"
commitment from the Optionee and a broker-dealer that is a member of the
National Association of Securities Dealers (an "NASD" Dealer) whereby the
Optionee irrevocably elects to exercise his Option
<PAGE> 5
and to sell a portion of the Shares so purchased to pay for the exercise price
and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the exercise price directly to the Company, (vii) provided that a public
market for the Company's stock exists, through a "margin" commitment from the
Optionee and NASD Dealer whereby the Optionee irrevocably elects to exercise
this Option and to pledge the Shares so purchased to the NASD Dealer in a margin
account as security for a loan from the NASD Dealer in the amount of the
exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of
such Shares to forward the exercise price directly to the Company, or (viii) any
combination of (i), (ii), (iii), (iv), (v), (vi) or (vii) above, and the Company
shall deliver a certificate or certificates representing the Shares subject to
such exercise as soon as practicable after the notice shall be received. The
certificate or certificates for the shares as to which the Option shall have
been so exercised shall be registered in the name of the person or persons so
exercising the Option and shall be delivered as provided above to or upon the
written order of the person or persons exercising the Option. In the event the
Option shall be exercised by any person or persons other than the Optionee in
accordance with the terms hereof, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise the Option.
All shares that shall be purchased upon the exercise of the Option as provided
herein shall be fully paid and nonassessable. The holder of this Option shall
not be entitled to the privileges of share ownership as to any shares of Common
Stock not actually issued and delivered to Optionee. Until and unless the Plan
and the issuance of securities thereunder shall have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), the Optionee hereby
certifies that all shares of Common Stock in the Company purchased or to be
purchased by Optionee pursuant to the exercise of this Option are being or are
to be acquired by Optionee for investment and not with a view to the
distribution thereof.
10. NO AGREEMENT TO EMPLOY.
Nothing in this Agreement shall be construed to constitute or be
evidence of any agreement or understanding, express or implied, on the part of
the Company to employ or retain Optionee for any specific period of time. This
Agreement is being entered into pursuant to the terms of that certain employment
agreement between the Company and the Optionee.
11. MARKET STANDOFF AGREEMENT.
Optionee agrees in connection with any underwritten registration of the
Company's securities that, upon the request of the Company or the underwriters
managing any public offering of the Company's securities, Optionee will not sell
or otherwise dispose of any Shares without the prior written consent of the
Company or such underwriters, as the case may be, for a period of time (not to
exceed 90 days) from the effective date of such registration as the Company or
the underwriters may specify.
12. STOP-TRANSFER NOTICES.
Optionee understands and agrees that, in order to ensure compliance
with the restrictions referred to herein, the Company may issue appropriate
"stop-transfer" instructions to its transfer agent, if any, and that, if the
Company transfers its own securities, it may make appropriate notations to the
same effect in its own records.
13. GENERAL.
The Company shall at all times during the term of the Option reserve
and keep available such number of shares of Common Stock as will be sufficient
to satisfy the requirements of this Option Agreement, shall pay all original
issue and transfer taxes with respect to the issue and transfer of shares
pursuant hereto and all other fees and expenses necessarily incurred by the
Company in connection
<PAGE> 6
therewith, and will from time to time use its best efforts to comply with all
laws and regulations, which, in the opinion of counsel for the Company, shall be
applicable thereto.
IN WITNESS WHEREOF, the Company has caused this Nonqualified Option
Agreement to be duly executed by its officers thereunto duly authorized, and the
Optionee has hereunto set his hand, all as of the day and year first above
written.
COMPANY:
PLATINUM SOFTWARE CORPORATION
Address:
195 Technology Drive
Irvine, CA 92618-2402 By: /s/ Perry J. Tarnofsky
-------------------------------
OPTIONEE:
Address:
______________________________
______________________________
/s/ Stuart W. Clifton
-----------------------------------
Stuart W. Clifton
II-12
<PAGE> 1
EXHIBIT 5.1
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
WWW.WSGR.COM
November 12, 1999
Epicor Software Corporation
195 Technology Drive
Irvine, CA 92618-2402
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Epicor Software Corporation, a Delaware
corporation (the "Company" or "you") and have examined the Registration
Statement on Form S-8 (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission on or about November 12, 1999 in
connection with the registration under the Securities Act of 1933, as amended
(the "1933 Act") of 375,000 shares of your Common Stock (the "Shares"), reserved
for issuance under the Key Employee Nonqualified Option Agreement, dated as of
December 31, 1998 between the Company and Stuart W. Clifton (the "Agreement").
As your legal counsel, we have examined the amended and restated Certificate of
Incorporation and Bylaws of the Company, the Agreement and such other documents
of the Company as we have deemed necessary or appropriate for the purposes of
the opinion expressed herein, and are familiar with the proceedings proposed to
be taken by you in connection with the Agreement and the sale and issuance of
the Shares pursuant to the Agreement.
In our opinion, the Shares, when issued and sold in the manner referred
to in the Agreement, 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 and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent 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 incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Key Employee Nonqualified Option Agreement, dated as of
December 31, 1998, of our report dated February 4, 1999, with respect to the
consolidated financial statements and schedule of Epicor Software Corporation
(formerly named Platinum Software Corporation) included in its Transition Report
on Form 10-K for the transition period from July 1, 1998 to December 31, 1998,
filed with the Securities and Exchange Commission.
Orange County, California /s/ ERNST & YOUNG LLP
November 11, 1999
