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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 1998
REGISTRATION STATEMENT NO. 33-56989
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HYPERION SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 06-1326879
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
900 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06902
(203) 703-3000
(Address, including zip code, and
telephone number, including area code,
of registrant's principal executive offices)
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MICHAEL A. MANTO
VICE PRESIDENT, CORPORATE CONTROLLER
AND ACTING CHIEF FINANCIAL OFFICER
HYPERION SOFTWARE CORPORATION
900 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06902
(203) 703-3000
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
with a copy to:
JOHN A. BURGESS, ESQ.
HAL J. LEIBOWITZ, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: NOT APPLICABLE
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. [ ] 333-_______.
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. [ ] 333-__________.
If delivery of the Prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
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EXPLANATORY NOTE
Pursuant to a Registration Statement on Form S-3 (File No. 33-56989)
(the "Registration Statement"), Hyperion Software Corporation (the "Company")
registered an aggregate of 1,029,170 shares (after giving effect to a 2-for-1
stock split on December 15, 1995) of Common Stock, $0.01 par value per share
(the "Common Stock"), of the Company. The Registration Statement was declared
effective on January 18, 1995.
Under the terms of a Registration Rights Agreement among the Company
and certain holders of the shares offered under the Registration Statement, the
Company was required to keep the Registration Statement effective until November
29, 1996. Accordingly, this Post-Effective Amendment No. 1 to the Registration
Statement is being filed for the purpose of deregistering 80,484 shares of the
Common Stock, which were not sold in the offering.
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SIGNATURES
Pursuant to Rule 478 promulgated under the Securities Act of 1933, the
Company duly caused this Post-Effective Amendment No. 1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Stamford,
State of Connecticut on the 21st day of August, 1998.
HYPERION SOFTWARE CORPORATION
By: /s/ Michael A. Manto
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Michael A. Manto
Vice President, Corporate Controller
and Acting Chief Financial Officer