| Software AG Systems, Inc. | |||
| Proposed Ticker: | AGS | 11190 Sunrise Valley Drive | |
| Exchange: | NASDAQ-National Market | Reston, VA 20191 | |
| Industry: | High-Tech (SIC Code 7372) | (703) 860-5050 | |
| # of Employees: | 696 | ||
| Type of Shares: | Common Shares | Filing Date: | 9/26/97 | |
| U.S. Shares Filed: | 7,700,000 | Filing Range: | $12.00 - $14.00 | |
| Non-U.S. Shares Filed: | 0 | Offering Amount: | $100,100,000 | |
| Primary Shares: | 4,600,000 | Expenses: | $1,100,000 | |
| Secondary Shares: | 3,900,000 | Shares Out After: | 28,937,500 |
| Manager | Tier | Phone |
| Robertson, Stephens & Company | Lead Manager | (415) 989-8500 |
| Donaldson, Lufkin & Jenrette Securities Corp. | Co-manager | (212) 371-0641 |
| Issuer's Law Firm: | Arnold & Porter |
| Bank's Law Firm: | Hale and Dorr |
| Auditor: | KPMG Peat Marwick |
Dollar amounts in U.S. millions except for per share data | |||||
| 6 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 12/31/96 | 6/30/97 | 6/30/96 | 6/30/97 | ||
| Revenue: | $156.84 | $21.59 | $18.98 | Assets: | $123.59 |
| Net Income: | $6.21 | $3.52 | -$0.83 | Curr Assets: | |
| EPS: | $0.20 | $0.13 | -$0.03 | Liabilities: | $84.28 |
| Prior EPS: | $0.11 | Curr Liabilities: | |||
| Cash Flow/Oper: | $37.45 | Equity: | $39.31 | ||
| Cash Flow/Fin: | -$9.00 | Cash: | $8.44 | ||
| Cash Flow/Inv: | -$4.25 | ||||
| Business Description |
| The company is an enterprise solutions company that provides robust software products and related professional services to large organizations with complex computing requirements. The Company's products are used to build and enhance mission-critical applications that require reliability, scaleability and security, such as customer billing systems, cash management systems and inventory management for aircraft maintenance systems. To complement its products, the Company has a comprehensive professional services offering, including consulting, software integration, systems implementation and large project management services. The Company has over 24 years of experience in addressing the needs of organizations with complex enterprise level computing environments. The Company provides enterprise development software products and related professional services used by organizations to develop new mission-critical applications and enterprise enablement software products and related professional services used to extend existing applications to new technologies. |
| Competition |
| The markets for the Company's software products and professional services are highly competitive and characterized by continual change and improvement in technology. The Company provides products and professional services to several markets within the computer industry and encounters competitors within each such market. Many of the Company's competitors have significantly greater financial, marketing and other competitive resources than the Company. The Company's principal competitors currently include IBM Corporation ("IBM"), Oracle Corporation ("Oracle"), Microsoft Corporation ("Microsoft"), Informix Corporation ("Informix"), PLATINUM Technology, Inc. ("PLATINUM"), Sybase, Inc. ("Sybase"), VIASOFT, Inc. ("Viasoft"), Sterling Software, Inc. ("Sterling Software"), Visigenic Software, Inc. ("Visigenic"), SAS Institute, Inc. ("SAS"), Formal Systems, Inc. ("Formal Systems"), BDM International, Inc. ("BDM") and Electronic Data Systems Corporation ("EDS"). Few of the Company's competitors compete in all of the same markets as the Company. In certain markets in which the Company competes, such as the year 2000 market, there are no significant barriers to entry. There can be no assurance that the Company will be able to compete successfully against current and future competitors, and the failure to do so would have a material adverse effect upon the Company's business, financial condition and results of operations. In addition, no assurance can be given that the Company will not be required to make substantial additional investments in connection with its research, development, marketing, sales and customer service efforts in order to meet any competitive threat, or that such required investments will not have a material adverse effect on operating margins. Increased competition could result in reduction in market share, pressure for price reductions and related reductions in gross margins, any of which could materially adversely affect the Company's business, financial condition and results of operations. |
| Business Plan |
| The Company's strategy is to further leverage its current leadership position in building enterprise applications and data access solutions for large organizations by extending its product and professional service offerings into the Web integration, data warehouse, middleware and year 2000 markets. Key elements of the Company's strategy include the following: (I) Enhance and Extend Product Offerings, (ii) Leverage Customer Base and (iii) Expand Professional Services Offerings. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used to repay indebtedness, to fund an acquisition payment, and for working capital and other general corporate purposes. |
| Name of Shareholder | % Owned Before | % Owned After |
| Dr. Paul G. Stern | 83.50% | 60.00% |
| Carl J. Rickersten | 83.50% | 60.00% |
| Thayer Equity Investors III, L.P. | 83.00% | 59.20% |
| Dr. Erwin Koenigs | 11.70% | 9.90% |
| Software AG | 11.30% | 9.50% |
| Officer Name | Title | Age |
| Carl J. Rickersten | Chairman of the Board | 37 |
| Daniel F. Gillis | President, Chief Executive Officer and Director | 51 |
| James H. Daly | Vice President, Secretary and General Counsel | 54 |
| Harry K. McCreery | Vice President, Treasurer and Chief Financial Officer | 51 |
| Timothy L. Hill | Vice President--Marketing | 39 |
| Derek M. Brigden | Vice President--Operations and Chief Information Officer | 45 |
| Thomas E. Gorley | Vice President--Professional Services | 51 |