<PAGE> 1
As filed with the Securities and Exchange Commission on January 20, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PLATINUM SOFTWARE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 33-0277592
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
195 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92618-2402
(ADDRESS, INCLUDING ZIP CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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DATAWORKS 1995 EQUITY INCENTIVE PLAN
DATAWORKS 1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
INTERACTIVE 1997 NONSTATUTORY STOCK OPTION PLAN
INTERACTIVE 1995 STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENTS
NONQUALIFIED STOCK OPTION AGREEMENT
(FULL TITLE OF THE PLAN)
------------------------------------
L. GEORGE KLAUS
CHIEF EXECUTIVE OFFICER
PLATINUM SOFTWARE CORPORATION
195 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92618-2402
(949) 453-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------------------
Copy to:
PERRY TARNOFSKY, ESQ.
PLATINUM SOFTWARE CORPORATION
195 TECHNOLOGY DRIVE
IRVINE, CA 92618-2402
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock $0.001 par value 1,343,156 shares $11.4705(2) $15,406,670.89 $4,284.00
To be issued under the DataWorks
1995 Equity Incentive Plan
Common Stock $0.001 par value 115,130 shares $23.9566(3) $ 2,758,123.36 $ 767.00
To be issued under the DataWorks
1995 Non-Employee Directors Stock
Option Plan
Common Stock $0.001 par value 65,227 shares $ 8.2116(4) $ 535,618.03 $ 149.00
To be issued under the Interactive
1997 Nonstatutory Stock Option
Plan
Common Stock $0.001 par value 156,838 shares $ 8.9339(5) $ 1,401,175.01 $ 390.00
To be issued under the Interactive
1995 Stock Option Plan
Common Stock $0.001 par value 3,359 shares $ 6.5491(6) $ 21,998.43 $ 7.00
To be issued under Nonstatutory Stock
Option Agreement between DataWorks
Corporation and Norman Farquhar
Common Stock $0.001 par value To be issued under 375,000 shares $12.8130(7) $ 4,804,875.00 $1,336.00
Nonqualified Option Agreement between Platinum
Software Corporation and Stuart W. Clifton
Total 2,058,710 shares __________ $24,928,460.72 $6,933.00
====================================================================================================================================
</TABLE>
(1) This Registration Statement covers an aggregate of 2,058,710 shares of
Common Stock which may be issued pursuant to the DataWorks 1995 Equity
Incentive Plan, the DataWorks 1995 Non-Employee Directors' Stock Option
Plan, the Interactive 1997 Nonstatutory Stock Option Plan, the Interactive
1995 Stock Option Plan, the Nonstatutory Stock Option Agreement between
DataWorks Corporation and Norman Farquhar assumed in connection with the
merger with DataWorks Corporation that occurred on December 31, 1998
("DataWorks Options"), and the Nonqualified Option Agreement between
Platinum Software Corporation and Stuart W. Clifton executed in connection
with the merger with DataWorks Corporation that occurred on December 31,
1998.
(2) Computed in accordance with rule 457(h) under the Securities Act of 1933.
Such computation is based on the weighted average exercise price of
$11.4705.
(3) Computed in accordance with rule 457(h) under the Securities Act of 1933.
Such computation is based on the weighted average exercise price of
$23.9566.
(4) Computed in accordance with rule 457(h) under the Securities Act of 1933.
Such computation is based on the weighted average exercise price of
$8.2116.
(5) Computed in accordance with rule 457(h) under the Securities Act of 1933.
Such computation is based on the weighted average exercise price of
$8.9339.
(6) Computed in accordance with rule 457(h) under the Securities Act of 1933.
Such computation is based on the weighted average exercise price of
$6.5491.
(7) Computed in accordance with rule 457(h) under the Securities Act of 1933.
Such computation is based on the closing price of one share of Platinum
Software Corporation Common Stock as quoted on the Nasdaq National Market
on December 31, 1998. Such price was $12.8130.
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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) Registrant's Schedule 13D filed on October 23, 1998, as amended;
(b) Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1998;
(c) Amendment to Registrant's Annual Report on Form 10-K/A for the
fiscal year ended June 30, 1998;
(d) Registrant's Definitive Proxy Materials filed with the SEC on
September 25, 1998;
(e) Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998;
(f) Registrant's Current Report on Form 8-K filed with the SEC on
November 3, 1998;
(g) Registrant's Current Report on Form 8-K filed with the SEC on
August 5, 1998;
(h) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed on October 15, 1992 pursuant to Section
12 of the Exchange Act.
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.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court
to award a corporation's Board of Directors the power to indemnify directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The Registrant's Second Restated
Certificate of Incorporation, as amended, and the Registrant's Bylaws provide
for indemnification of its directors, officers, employees and other agents to
the maximum extent permitted by Delaware Law. In addition, the Registrant has
entered into Indemnification Agreements with its officers and directors.
Pursuant to an Agreement and Plan of Reorganization among Registrant,
Zoo Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
Registrant ("Merger Sub") and DataWorks Corporation ("DataWorks" or the
"Surviving Corporation"), a Delaware corporation (the "Reorganization
Agreement"), pursuant to which Merger Sub merged with and into DataWorks (the
"Merger") as a result of which DataWorks became a wholly-owned subsidiary of
Registrant from and after the Effective Time, (as defined in the Reorganization
Agreement), Registrant has agreed to cause the Surviving Corporation to fulfill
and honor in all respects the obligations of DataWorks pursuant to any
indemnification agreements between DataWorks and its directors and officers as
of the Effective Time (the "Indemnified Parties") and any indemnification
provisions under DataWorks' Certificate of Incorporation and DataWorks' Bylaws
as in effect on the date of the Reorganization Agreement. The Certificate of
Incorporation and Bylaws of the Surviving Corporation contain provisions with
respect to exculpation and indemnification that are at least as favorable to the
Indemnified Parties as those contained in the DataWorks Certificate and Bylaws
as in effect on the date of the Reorganization Agreement, which provisions will
not be amended, repealed or otherwise modified for a period of six years from
the Effective Time in any manner that would adversely affect the rights
thereunder of individuals who, immediately prior to the Effective Time, were
directors, officers, employees or agents of DataWorks, unless such modification
is required by law.
Pursuant to the Reorganization Agreement, for a period of six years
after the Effective Time, Registrant has agreed to cause the Surviving
Corporation in the Merger to use its commercially reasonable efforts to maintain
in effect, if available, directors' and officers' liability insurance covering
those persons who are currently covered by DataWorks' directors and officers'
liability insurance policy on terms comparable to those applicable to the
current directors and officers of DataWorks; provided, however, that in no event
will Registrant or the Surviving Corporation be required to expend in excess of
150% of the annual premium currently paid by DataWorks for such coverage (or
such coverages as is available for such 150% of such annual premium).
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 1995 Equity Incentive Plan (Filed as an exhibit to DataWorks Corporation's
Form 10-K for the year ended December 31, 1997, and incorporated herein by
reference).
4.2 1995 Non-Employee Directors' Stock Option Plan (Filed as an exhibit to
DataWorks Corporation's Form 10-K for the year ended December 31, 1997,
and incorporated herein by reference).
4.3 Interactive 1997 Nonstatutory Stock Option Plan (Filed as an exhibit to
Interactive Group, Inc.'s Registration Statement on Form S-8 (No.
333-30259), and incorporated herein by reference).
4.4 Interactive 1995 Stock Option Plan (Filed as an exhibit to Interactive
Group, Inc.'s Annual Report on Form 10-K for the year ended December 31,
1995, and incorporated herein by reference).
4.5 Nonstatutory Stock Option Agreement between DataWorks Corporation and
Norman Farquhar.
4.6 Nonqualified Option Agreement between Platinum Software Corporation and
Stuart W. Clifton. (Filed as an exhibit to Platinum Software Corporation's
Form S-4 (No. 333-67577), and incorporated herein by reference).
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation.
23.1 Consent of Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation
(Included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (Included on the signature page to the Registration
Statement see page 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");
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(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;
(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 this
registration statement if 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 this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post- effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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 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.
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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-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 20th day of
January, 1999.
PLATINUM SOFTWARE CORPORATION
By: /s/ L. George Klaus
--------------------------------
L. George Klaus
Chairman of the Board, Chief
Executive Officer and President
POWER OF ATTORNEY
We, the undersigned officers and directors of Platinum Software
Corporation, do hereby constitute and appoint L. George Klaus, our true and
lawful attorney-in-fact and agent, 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
attorney-in-fact and agent, 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 said attorney-in-fact and
agent, 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 January 20, 1999
- ------------------------------------ Executive Officer and President
L. George Klaus (Principal Executive Officer)
/s/ Paul G. Mazzarella Vice President and Corporate Controller January 20, 1999
- ------------------------------------ (Principal Financial and Accounting Officer)
Paul G. Mazzarella
/s/ W. Douglas Hajjar Director January 20, 1999
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W. Douglas Hajjar
/s/ Arthur J. Marks Director January 20, 1999
- ------------------------------------
Arthur J. Marks
/s/ L. John Doerr Director January 20, 1999
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L. John Doerr
/s/ Donald R. Dixon Director January 20, 1999
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Donald R. Dixon
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- ------- --------------------
4.1 1995 Equity Incentive Plan (Filed as an exhibit to DataWorks
Corporation's Form 10-K for the year ended December 31, 1997, and
incorporated herein by reference).
4.2 1995 Non-Employee Directors' Stock Option Plan (Filed as an exhibit to
DataWorks Corporation's Form 10-K for the year ended December 31,
1997, and incorporated herein by reference).
4.3 Interactive 1997 Nonstatutory Stock Option Plan (Filed as an exhibit
to Interactive Group, Inc.'s Registration Statement on Form S-8 (No.
333-30259), and incorporated herein by reference).
4.4 Interactive 1995 Stock Option Plan (Filed as an exhibit to Interactive
Group, Inc.'s Annual Report on Form 10-K for the year ended December
31, 1995, and incorporated herein by reference).
4.5 Nonstatutory Stock Option Agreement between DataWorks Corporation and
Norman Farquhar.
4.6 Nonqualified Option Agreement between Platinum Software Corporation
and Stuart W. Clifton. (Filed as an exhibit to Platinum Software
Corporation's Form S-4 (No. 333- 67577), and incorporated herein by
reference).
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional
Corporation.
23.1 Consent of Wilson, Sonsini, Goodrich & Rosati, a Professional
Corporation (Included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (Included on the signature page to the Registration
Statement - see page II-5).
<PAGE> 1
EXHIBIT 4.5
NONSTATUTORY STOCK OPTION
NORMAN R. FARQUHAR, Optionee:
DATAWORKS CORPORATION (the "Company"), pursuant to minutes of a meeting
of the Board of Directors duly held on August 25, 1995, has this day granted to
you, the optionee named above, an option to purchase shares of the common stock
of the Company ("Common Stock"). This option is not intended to qualify and will
not be treated as an "incentive stock option" within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended from time to time (the "Code").
The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's employees
(including officers), directors or consultants and is intended to comply with
the provisions of Rule 701 promulgated by the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act").
The details of your option are as follows:
1. The total number of shares of Common Stock subject to this option is
Fifty Thousand (50,000) (the "Shares"). Subject to the limitations contained
herein, this option shall be exercisable in thirty-six (36) equal monthly
installments commencing August 25, 1995, and shall be fully vested and
exercisable on August 25, 1998.
2. (a) The exercise price of this option is Two Dollars ($2.00) per
share, being not less than the fair market value of the Common Stock on the date
of grant of this option.
(b) Payment of the exercise price per share is due in full in cash
(including check) upon exercise of all or any part of each installment which has
become exercisable by you. Notwithstanding the foregoing, this option may be
exercised pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board which results in the receipt of cash (or check) by the
Company prior to the issuance of Common Stock.
3. The minimum number of shares with respect to which this option may be
exercised at any one time is one hundred (100), except (a) as to an installment
subject to exercise, as set forth in paragraph 1, which amounts to fewer than
one hundred (100) shares, in which case, as to the exercise of that installment,
the number of such shares in such installment shall be the minimum number of
shares, and (b) with respect to the final exercise of this option this minimum
shall not apply. In no event may this option be exercised for any number of
shares which would require the issuance of anything other than whole shares.
4. Notwithstanding anything to the contrary contained herein, this
option may not be exercised unless the shares issuable upon exercise of this
option are then registered under the Act or, if such shares are not then so
registered, the Company has determined that such exercise and issuance would be
exempt from the registration requirements of the Act.
<PAGE> 2
5. The term of this option commences on the date hereof and, unless
sooner terminated as set forth herein, terminates on August 24, 2005 (which date
shall be no more than ten (10) years from the date this option is granted). In
no event may this option be exercised on or after the date on which it
terminates. This option shall terminate prior to the expiration of its term as
follows: six (6) months after the termination of your service as director of, or
consultant to, the Company for any reason or for no reason unless:
(a) such termination is due to your permanent and total disability
(within the meaning of Section 422(c)(6) of the Code), in which event the option
shall terminate on the earlier of the termination date set forth above or twelve
(12) months following such termination;
(b) such termination is due to your death, in which event the option
shall terminate on the earlier of the termination date set forth above or twelve
(12) months after your death; or
(c) during any part of such six (6) month period the option is not
exercisable solely because of the condition set forth in paragraph 4 above, in
which event the option shall not terminate until the earlier of the termination
date set forth above or until it shall have been exercisable for an aggregate
period of six (6) months after such termination; or
(d) exercise of the option within six (6) months after such
termination with the Company or with an affiliate would result in liability
under section 16(b) of the Securities Exchange Act of 1934, in which case the
option will terminate on the earlier of (i) the termination date set forth
above, (ii) the tenth (10th) day after the last date upon which exercise would
result in such liability or (iii) six (6) months and ten (10) days after such
termination with the Company or an affiliate.
However, this option may be exercised following such termination only as
to that number of shares as to which it was exercisable on the date of such
termination under the provisions of paragraph 1 of this option.
6. (a) This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other person
as the Company may designate, during regular business hours, together with such
additional documents as the Company may then require.
(b) By exercising this option you agree that:
(i) the Company may require you to enter an arrangement providing
for the cash payment by you to the Company of any tax withholding obligation of
the Company arising by reason of: (1) the exercise of this option; (2) the lapse
of any substantial risk of forfeiture to which the shares are subject at the
time of exercise; or (3) the disposition of shares acquired upon such exercise;
and
(ii) the Company (or a representative of the underwriters) may,
in connection with the first underwritten registration of the offering of any
securities of the Company
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<PAGE> 3
under the Act, require that you not sell or otherwise transfer or dispose of any
shares of Common Stock or other securities of the Company during such period
(not to exceed one hundred eighty (180) days) following the effective date (the
"Effective Date") of the registration statement of the Company filed under the
Act as may be requested by the Company or the representative of the
underwriters. For purposes of this restriction you will be deemed to own
securities which (i) are owned directly or indirectly by you, including
securities held for your benefit by nominees, custodians, brokers or pledgees;
(ii) may be acquired by you within sixty (60) days of the Effective Date; (iii)
are owned directly or indirectly, by or for your brothers or sisters (whether by
whole or half blood) spouse, ancestors and lineal descendants; or (iv) are
owned, directly or indirectly, by or for a corporation, partnership, estate or
trust of which you are a shareholder, partner or beneficiary, but only to the
extent of your proportionate interest therein as a shareholder, partner or
beneficiary thereof. You further agree that the Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such period.
7. The Company may require you, or any person to whom this option is
transferred under paragraph 8, as a condition of exercising such option, to give
written assurances satisfactory to the Company if any, that are necessary to
ensure compliance with federal securities laws. These requirements, and any
assurances given pursuant to such requirements, shall be inoperative if (a) the
issuance of the shares upon the exercise of the Option has been registered under
a then currently effective registration statement under the Act, or (b) as to
any particular requirement, a determination is made by counsel for the Company
that such requirement need not be met in the circumstances under the then
applicable securities laws.
8. This option is not transferable, except by will or by the laws of
descent and distribution, and is exercisable during your life only by you.
9. This option is not an employment or service contract and nothing in
this option shall be deemed to create in any way whatsoever any obligation on
your part to continue in the service of the Company, or of the Company to
continue your service with the Company. In the event that this option is granted
to you in connection with the performance of services as a consultant or
director, references to employment, employee and similar terms shall be deemed
to include the performance of services as a consultant or a director, as the
case may be, provided, however, that no rights as an employee shall arise by
reason of the use of such terms.
10. Any notices provided for in this option shall be given in writing
and shall be deemed effectively given upon receipt or, in the case of notices,
delivered by the Company to you, five (5) days after deposit in the United
States mail, postage prepaid, addressed to you to the address specified below or
at such other address as you hereafter designate by written notice to the
Company.
11. (a) If any change is made in the stock subject to this option
(through merger, consolidation, reorganization, recapitalization, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or otherwise), this option will be appropriately adjusted in the
class(es) and maximum
-3-
<PAGE> 4
number of shares subject to this option and the class(es) and number of shares
and price per share of stock subject to this option.
(b) In the event of: (i) a merger or consolidation in which the
Company is not the surviving corporation or (ii) a reverse merger in which the
Company is the surviving corporation but the shares of the Company's common
stock outstanding immediately preceding the merger are converted by virtue of
the merger into other property, whether in the form of securities, cash or
otherwise then to the extent permitted by applicable law: (A) any surviving
corporation shall assume this option shall substitute a similar option for this
option or (B) this option shall continue in full force and effect. In the event
any surviving corporation refuses to assume or continue this option, or to
substitute a similar option for this option, then this option shall be
terminated if not exercised prior to such event. In the event of a dissolution
or liquidation of the Company, this option shall terminate if not exercised
prior to such event.
Dated the 25th day of August, 1995.
Very truly yours,
DATAWORKS CORPORATION
By: /s/ Stuart Clifton
-------------------------------
Duly authorized on behalf of
the Board of Directors
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<PAGE> 5
The undersigned:
(a) Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth herein;
(b) Acknowledges that as of the date of grant of this option, it sets
forth the entire understanding between the undersigned optionee and the Company
and its affiliates regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject with the
exception of the following agreements only:
NONE _________
(Initial)
OTHER
__________________________________
__________________________________
__________________________________
______________________________
Optionee
Address: ______________________________
______________________________
Attachments:
Notice of Exercise
-5-
<PAGE> 6
NOTICE OF EXERCISE
DATAWORKS CORPORATION
5910 Pacific Center Blvd. Date of
Suite 300 Exercise: __________________
San Diego, CA 92121
Ladies and Gentlemen:
This constitutes notice under my nonstatutory stock option that I elect
to purchase the number of shares for the price set forth below.
Stock option dated ____________________________
Number of shares as to which
option is exercised: ____________________________
Certificates to be
issued in name of: ____________________________
Total exercise price: $ ____________________________
Cash payment delivered
herewith: $ ____________________________
By this exercise, I agree (i) to provide such additional documents as
you may require, (ii) to provide for the payment by me to you (in the manner
designated by you) of your withholding obligation, if any, relating to the
exercise of this option, and (iii) if this exercise relates to an incentive
stock option, to notify you in writing within fifteen (15) days after the date
of any disposition of any shares of Common Stock issued upon exercise of this
option that occurs within two (2) years after the date of grant of this option
or within one (1) year after such shares of Common Stock are issued upon
exercise of this option.
I hereby make the following certifications and representations with
respect to the number of shares of Common Stock of the Company listed above (the
"Shares"), which are being acquired by me for my own account upon exercise of
the Option as set forth above.
I acknowledge that the Shares have not been registered under the
Securities Act of 1933, as amended (the "Act"), and are deemed to constitute
"restricted securities" under Rule 701 and "control securities" under Rule 144
promulgated under the Act. I warrant and represent to the Company that I have no
present intention of distributing or selling said Shares, except as permitted
under the Securities Act and any applicable state securities laws.
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<PAGE> 7
I further acknowledge that I will not be able to resell the Shares for
at least ninety (90) days after the stock of the Company becomes publicly traded
(i.e., subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934) under Rule 701 and that more restrictive
conditions apply to affiliates of the Company under Rule 144.
I further acknowledge that all certificates representing any of the
Shares subject to the provisions of the Option shall have endorsed thereon
appropriate legends reflecting the foregoing limitations, as well as any legends
reflecting restrictions pursuant to the Company's Articles of Incorporation,
Bylaws and/or applicable securities laws.
I further agree that, if required by the Company (or a representative of
the underwriters) in connection with the first underwritten registration of the
offering of any securities of the Company under the Act, I will not sell or
otherwise transfer or dispose of any shares of Common Stock or other securities
of the Company during such period (not to exceed one hundred eighty (180) days
following the effective date of the registration statement of the Company filed
under the Act (the "Effective Date") as may be requested by the Company or the
representative of the underwriters. For purposes of this restriction I will be
deemed to own securities that (i) are owned directly or indirectly by me,
including securities held for my benefit by nominees, custodians, brokers or
pledgees; (ii) may be acquired by me within sixty (60) days of the Effective
Date; (iii) are owned directly or indirectly, by or for my brothers or sisters
(whether by whole or half blood), spouse, ancestors and lineal descendants; or
(iv) are owned, directly or indirectly, by or for a corporation, partnership,
estate or trust of which I am a shareholder, partner or beneficiary, but only to
the extent of my proportionate interest therein as a shareholder, partner or
beneficiary thereof. I further agree that the Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such period.
Very truly yours,
__________________________________
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<PAGE> 1
EXHIBIT 5.1
January 19, 1999
Platinum Software Corporation
195 Technology Drive
Irvine, CA 92618
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission on or about January 8, 1999
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 2,058,710 shares of your Common Stock
(the "Shares") which are to be issued pursuant to the DataWorks 1995 Equity
Incentive Plan, the DataWorks 1995 Non-Employee Directors' Stock Option Plan,
the Interactive 1997 Nonstatutory Stock Option Plan, the Interactive 1995 Stock
Option Plan (collectively the "Plans") and the Nonstatutory Stock Option
Agreement between DataWorks and Norman Farquhar and the Nonqualified Stock
Option Agreement between yourself and Stuart W. Clifton (collectively the "Stock
Option Agreements"). As your legal counsel, we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken by you in
connection with the sale and issuance of the Shares under the Plans and pursuant
to the agreements.
It is our opinion that, when issued and sold in the manner referred
to in the Stock Option Agreements, or in the manner referred to in the Plans and
pursuant to the agreements that accompany the Plans, the Shares 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, including any Prospectus constituting a
part thereof, and any amendments 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 DataWorks 1995 Equity Incentive plan,
the DataWorks 1995 Non-Employee Directors' Stock Option Plan, the Interactive
1997 Nonstatutory Stock Option Plan and the Interactive 1995 Stock Option Plan
of our reports dated July 29, 1998, 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, 1998, filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
Orange County, California
January 14, 1999
