Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Activant Solutions Holdings Inc.

(Exact name of Registrant as Specified in its Charter)

804 Las Cimas Parkway

Austin, Texas 78746

(512) 328-2300

(Address, Including Zip Code, and Telephone Number, Including Area Code,

of Registrant’s Principal Executive Offices)

Richard W. Rew II, Esq.

General Counsel and Secretary

804 Las Cimas Parkway

Austin, Texas 78746

(512) 328-2300

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,

of Agent for Service)

Approximate date of commencement of proposed sale to the public:     As soon as practicable after the effective date of this Registration Statement.

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, check the following box.     o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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.     o

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.     o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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.     o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.     o

Prospectus

                                     shares

Activant Solutions Holdings Inc.

Common stock

Activant Solutions Holdings Inc. is selling                      shares of common stock, and the selling stockholders identified in this prospectus are selling an additional                      shares. We will not receive any of the proceeds from the sale of the shares by the selling stockholders. This is the initial public offering of our common stock. The estimated initial public offering price is between $          and $           per share.

Prior to this offering, there has been no public market for our common stock. We intend to apply to have our common stock listed on the Nasdaq National Market under the symbol AVNT.

The selling stockholders have granted the underwriters an option for a period of 30 days to purchase up to                      additional shares of our common stock on the same terms and conditions set forth above to cover overallotments, if any.

Investing in our common stock involves a high degree of risk. See “Risk factors” beginning on page 12.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to investors on                     , 2005.

                      , 2005

Table of contents

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

No action is being taken in any jurisdiction outside the United States to permit a public offering of the common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to those jurisdictions.

A-DIS, J-CON, VISTA and AConneX are registered trademarks of ours, and Eagle, Falcon, Gemini, CSD, IDW, IDX, Ultimate, Eclipse, Prism, Series 12, LOADSTAR, PartExpert, ePartExpert, ePartInsight Data Warehouse, Version 2, 4GL, Open ERP Solutions, INet, ECS Pro and Dimensions are trademarks of ours. Other products, services and company names mentioned in this prospectus are the service marks/trademarks of their respective owners.

Risk factors

You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before investing in our common stock. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such a case, you may lose all or part of your investment. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially adversely affect our business, financial condition or results of operations.

Risks relating to our business

Our quarterly systems revenues and other operating results can be difficult to predict and may fluctuate substantially, which may result in volatility in the price of our common stock.

Our systems revenues have increased from approximately 27% of our total revenues for fiscal year 2002 to approximately 36% and 40% of our total revenues for fiscal year 2004 and the six months ended March 31, 2005, respectively. We expect our systems revenues to continue to represent a larger percentage of our total revenues. The sales cycle for our systems generally ranges from 30 days to 12 months, and it may be difficult to predict when a customer will complete the sales cycle, if at all. It is therefore difficult to predict the quarter in which a particular sale will occur and to plan our expenditures accordingly. The delay or failure to complete systems sales in a particular quarter would reduce our revenues in that quarter and until any such sale is made, as well as reduce revenues in any subsequent quarters over which revenues for any such sale would likely be recognized. In addition to the foregoing, our quarterly revenues and other operating results may fluctuate due to other factors including:

This variability may lead to volatility in the price of our common stock as equity research analysts and investors respond to these quarterly fluctuations. Because of quarterly fluctuations, we believe that quarter-to-quarter comparisons of our operating results are not necessarily meaningful. Moreover, our operating results may not meet our announced guidance or the expectations of equity research analysts or investors, in which case the price of our common stock could decrease significantly.

The competitiveness of our business management solutions is determined by technological advances, adoption of evolving industry standards and new product introductions. Our future success will depend in part on our ability to:

We cannot assure you that we will effectively respond to the changing technological requirements of our vertical markets. To the extent we determine that new software and hardware technologies are required to remain competitive or our customers demand more advanced offerings, the development, acquisition and implementation of these technologies are likely to require significant capital investments by us. We cannot assure you that capital will be available for these purposes or that investments in technologies will result in commercially viable products. In addition, we cannot assure you that we will be able to maintain our electronic automotive parts and applications catalog or introduce new versions or releases in a timely manner, or that we will be able to implement these new versions or releases in a manner that will meet the needs of our customers and maintain their proprietary nature. In the event we are not able to respond to changing technological requirements in our vertical markets or our customers’ needs, our revenues could decline significantly and our operating results could be materially adversely affected.

If we do not develop new relationships and maintain our existing relationships with key customers and/or key market participants, our revenues could decline significantly and our operating results could be materially adversely affected.

We have developed strategic relationships with key market participants in the hardware and home center and lumber and building materials vertical markets and the automotive parts aftermarket. For example, we are the preferred or a recommended business management solutions provider for our major customers, including the members of the Ace Hardware Corp., True Value Company and Do it Best Corp. cooperatives and for Aftermarket Auto Parts Alliance, Inc. Our licensing agreements with Ace Hardware Corp. and True Value Company have initial terms ending in September 2005 and December 2005, respectively. We believe that our ability to increase revenues depends in part upon maintaining our existing customer and market relationships and developing new relationships. We may not be able to renew or replace our existing licensing agreements upon expiration or maintain our market relationships that allow us to market and sell our products effectively. The loss of key customers or other key relationships, in whole or in part, could materially adversely impact our business.

General Parts, Inc., one of our largest customers, intends to discontinue the use of certain of our products and, as a result, our revenues in the automotive parts aftermarket could decline significantly and our operating results could be materially adversely affected.

One of our largest customers, General Parts, Inc., or GPI, directly represented 9.4% of our total revenues for fiscal year 2004 and 8.0% of our total revenues for the six months ended

In January 2005, GPI informed us that it also intends to discontinue the use of our electronic automotive parts and applications catalog at its company-owned and independent affiliated stores. Though we are uncertain of the precise timing of GPI’s transition from our catalog to a newly developed custom GPI catalog, we expect that it will occur over two years as GPI rolls out its new store system. We are working with GPI to maintain as much of that catalog business as possible, but cannot predict how much, if any, of such business we will be able to retain. Our electronic automotive parts and applications catalog revenues from GPI’s and its independent affiliated stores’ J-CON systems were approximately $6.5 million for fiscal year 2004 and $3.2 million for the six months ended March 31, 2005.

In addition, our long-term contractual relationship with GPI for A-DIS services expires in 2007. We cannot provide any assurances that we will be able to maintain this relationship in the future. A-DIS services represented $3.7 million of revenues for fiscal year 2004 and $1.7 million of revenues for the six months ended March 31, 2005. Connectivity and other revenues attributable to GPI were $1.7 million in fiscal year 2004 and $0.9 million for the six months ended March 31, 2005.

Total revenues attributable to GPI for fiscal year 2004 and the six months ended March 31, 2005, including J-CON systems and services, electronic automotive parts and applications catalog, A-DIS systems and services and connectivity revenues, were $21.2 million and $9.5 million, respectively.

A significant portion of our revenues is based on our subscription services revenues, which generally are not governed by long-term contracts, and therefore, if our current customers do not continue their subscriptions, our revenues could decline significantly and our operating results could be materially adversely affected.

Our product support and content and data services are typically provided on a monthly subscription basis, subject to cancellation on 30 to 60 days’ notice without penalty. Accordingly, we cannot assure you that our customers will continue to subscribe to our services. As we stop actively improving and selling several of our older systems, we experience reduced rates of customer retention which has been particularly evident in the automotive parts aftermarket. These developments have resulted in a decrease in our automotive parts aftermarket product support revenues from $19.1 million for the six months ended March 31, 2004 to $17.8 million for the six months ended March 31, 2005, representing a decrease of 7%. We expect the decreases in automotive parts aftermarket product support revenues to continue, although we cannot predict with certainty the magnitude of future decreases.

A large number of our existing customers currently operate older systems that we service and maintain but do not actively sell. Although we have developed upgrade paths for these older systems, we cannot predict if or when our customers will upgrade to newer technologies. If customers do not upgrade or delay the upgrade cycle, or if they upgrade to a competitive system, our systems sales and services revenues and operating results could be materially adversely affected.

We rely on third-party information for our electronic automotive parts and applications catalog and we are increasingly facing pressure to present our electronic automotive parts and applications catalog in a flexible format, each of which could expose us to a variety of risks we cannot control.

We are dependent upon third parties to supply information for our electronic automotive parts and applications catalog. Currently, we obtain most of this information without a contract, either free of charge or we receive a fee for inputting the information. In the future, more third-party suppliers may require us to enter into a license agreement and/or pay a fee for the use of the information or may make it more generally available to others. For example, an industry association is currently developing a data collection format that would make this information more accessible to consumers and provide it in a more usable format. We rely on this third-party information to continuously update our catalog. In addition, as a result of competitive pressures, we may begin providing our electronic automotive parts and applications catalog in a flexible format which could make it more difficult for us to maintain control over the way information presented in our catalog is used. Any change in the manner or basis on which we currently receive this information or in which it is made available to others could have a material adverse effect on our electronic automotive parts and applications catalog business, which could have a material adverse effect on our business and results of operations.

The costs and difficulties of integrating Speedware or future acquisitions could impede our future growth, diminish our competitiveness and materially adversely affect our operations.

In March 2005 we acquired Speedware, which increased the size and geographic scope of our operations. As a result, our management’s attention will be focused, in part, on the integration process for the foreseeable future. Additionally, we may pursue additional acquisitions as part of our expansion strategy or to augment our sales. However, we may be unable to identify additional potential acquisition targets, integrate and manage successfully any acquired businesses, including Speedware, achieve a substantial portion of any anticipated cost savings or other anticipated benefits from the Speedware acquisition or other acquisitions in the timeframe we anticipate, or at all. Acquisitions, including Speedware, involve numerous risks, such as difficulties in the assimilation of the operations, technologies, services and products of the acquired companies, risks related to potential unknown liabilities associated with acquired business, personnel turnover and the diversion of management’s attention from other business concerns.

In addition, a significant portion of the purchase price of Speedware was allocated to acquired goodwill, which must be assessed for impairment at least annually. In the future, if the Speedware business does not yield expected financial results we may be required to take

The costs and difficulties of expanding our product offerings into our existing or other adjacent vertical markets could impede our future growth and materially adversely affect our operations.

We may seek to expand our product offerings into existing or other adjacent vertical markets and may incur additional product development and sales and marketing costs. We are configuring some of our existing products for use in our existing vertical markets. For example, we are currently developing a version of Eagle, a Windows-based system which has versions currently targeted at our hardware and home center, lumber and building materials and wholesale distribution vertical markets, that will target the automotive parts aftermarket. If we fail to expand or are unsuccessful in our planned expansion of our product offerings into our existing or adjacent other vertical markets in the timeframe we anticipate, or at all, our future growth and operating results could be materially adversely affected.

The vertical markets in which we operate are competitive and our failure to effectively compete could erode our market share and/or profit margins.

The vertical markets we serve are highly fragmented and served by many competitors. In the hardware and home center and lumber and building materials vertical markets we compete primarily with smaller, niche-focused companies, many of which target specific geographic regions. In the automotive parts aftermarket we compete primarily with smaller software companies that operate regionally or in a specific niche of the market. Many of these competitors price their products and services significantly below our prices which over time may impact our pricing and profit margins. We compete with several companies that are larger, or have greater market penetration, than us in the wholesale distribution vertical market, including Infor Distribution Essentials, Prophet 21, Inc. and Intuit Inc.’s Eclipse product line. In addition, there are also several niche competitors in the wholesale distribution vertical market. Further, several large software companies have made public announcements regarding the attractiveness of various small and medium-sized business markets and their intention to expand their focus in these markets, including Intuit Inc., Microsoft Corporation, Oracle Corporation, SAP AG and The Sage Group plc. To date, we have rarely competed directly with any of these larger software companies; however, there can be no assurance that we will not do so in the future. Our present and future competitors may have greater financial and other resources than we do and may develop better solutions than those offered by us. If increased spending is required to maintain market share or a rapid technological change in the industry occurs, we may encounter additional competitive pressures which could materially adversely affect our market share and/or profit margin.

Future consolidation among our customers and other businesses in the markets in which we operate may reduce our revenues, which would negatively impact our financial performance.

The markets we serve are highly fragmented. These markets have in the past and are expected to continue to experience consolidation. For example, the hardware and home center and lumber and building materials vertical markets have experienced consolidation as retail hardware stores and lumber and building materials dealers try to compete with mass merchandisers such as The Home Depot Inc., Lowe’s Companies, Inc. and Menard, Inc. In addition, in the automotive parts aftermarket, many large distributors have been acquiring

If we fail to adequately protect our proprietary rights and intellectual property or become subject to adverse claims alleging infringement of third-party proprietary rights, we may incur unanticipated costs and our competitive position may suffer.

Our success and ability to compete effectively depend in part on our proprietary technology. We have approximately 240 registered copyrights, 115 registered trademarks and five registered patents in the United States. We attempt to protect our proprietary technology through the use of trademarks, patents, copyrights, trade secrets and confidentiality agreements with our employees. There can be no assurance, however, that we will be able to adequately protect our technology or that competitors will not develop similar technology independently.

Additionally, we are subject to the risk that we are infringing on the proprietary rights of third parties. Although we are not aware of any infringement by our technology on the proprietary rights of others and are not currently subject to any legal proceedings involving claimed infringements, we cannot assure you that we will not be subject to such third-party claims, litigation or indemnity demands and that these claims will not be successful. If a claim or indemnity demand were to be brought against us, it could result in costly litigation or product shipment delays or force us to stop selling such product or providing such services or to enter into royalty or license agreements.

We have a substantial amount of debt which could have negative consequences on our business in the future.

After giving effect to this offering and anticipated borrowings under our new senior credit facility, as well as the application of the net proceeds of this offering and such borrowings, our total outstanding indebtedness will be approximately $           million and we will have an additional $           million available under the revolving portion of our new senior credit facility. Our pro forma total interest expense for fiscal year 2004 and for the six months ended March 31, 2005 was approximately $           million and $           million, respectively. In addition, in the event that less than all of our 10 ¹ / 2 % senior notes due 2011 and floating rate senior notes due 2010 are tendered in the tender offer, we will have additional debt outstanding and will incur additional interest expense. These notes, if any remain outstanding, are callable at a premium beginning in March 2006 and June 2007, respectively. Our substantial indebtedness may have important consequences to you, including:

See “Description of certain indebtedness.”

We may be unable to generate sufficient cash flow to satisfy our significant debt service obligations, which would materially adversely affect our financial condition and results of operations.

Our ability to make principal and interest payments on and to refinance our indebtedness will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control. If our business does not generate sufficient cash flow from operations in the amounts projected or at all, or if future borrowings are not available to us under our new senior credit facility in amounts sufficient to enable us to pay our indebtedness or to fund our other liquidity needs, our financial condition and results of operations may be adversely affected. If we cannot generate sufficient cash flow from operations to make scheduled principal and interest payments on our debt obligations in the future, we may need to refinance all or a portion of our indebtedness on or before maturity, sell assets, delay capital expenditures or seek additional equity. If we are unable to refinance any of our indebtedness on commercially reasonable terms or at all or to effect any other action relating to our indebtedness on satisfactory terms or at all, our business may be materially adversely affected.

We are and will continue to be subject to restrictive debt covenants that limit our business flexibility by imposing operating and financial restrictions on our operations.

Our new senior credit facility will impose significant operating and financial restrictions on us. These restrictions prohibit or limit, among other things:

In addition, our new senior credit facility will require us to maintain specified financial ratios and satisfy other financial tests. Our ability to comply with these ratios or tests may be affected by events beyond our control, including prevailing economic, financial and industry conditions.

A breach of any of these covenants, ratios or tests could result in a default under our new senior credit facility. In addition, upon the occurrence of an event of default under our new senior credit facility, the lenders could elect to declare all amounts outstanding under our new

Our software and information services could contain design defects or errors which could affect our reputation, result in significant costs to us and impair our ability to sell our products.

Our software and information services are highly complex and sophisticated and could, from time to time, contain design defects or errors. Additionally, third-party information supplied to us for inclusion in our electronic automotive parts and applications catalog may not be complete, accurate or timely. We cannot assure you that these defects or errors will not delay the release or shipment of products or, if the defect or error is discovered only after customers have received the products, that these defects or errors will not result in increased costs, litigation, customer attrition, reduced market acceptance of our systems and services or damage to our reputation.

Interruptions in our connectivity applications could disrupt the services that we provide and materially adversely affect our business and results of operations.

Certain of our customers depend on the efficient and uninterrupted operation of our software connectivity applications, such as AConneX, which are maintained in our data center located in Austin, Texas. These applications are vulnerable to damage or interruption from a variety of sources, including natural disasters, telecommunications failures and electricity brownouts or blackouts. Our insurance policies may not adequately compensate us for any losses that may occur due to any failures in our connectivity applications. We have concluded it is not cost effective at this time to maintain any secondary “off-site” systems to replicate our connectivity applications, and we do not maintain and are not contractually required to maintain a formal disaster recovery plan with respect to these applications. To the extent that any disruptions result in a loss or damage to our data center and our connectivity applications, it could result in damage to our reputation and lost revenues due to adverse customer reactions.

In the event of a failure in a customer’s computer system installed by us, a claim for damages may be made against us regardless of our responsibility for the failure, which could expose us to liability.

We provide business management solutions that we believe are critical to the operations of our customers’ businesses and provide benefits that may be difficult to quantify. Any failure of a customer’s system installed by us could result in a claim for substantial damages against us, regardless of our responsibility for the failure. Although we attempt to limit our contractual liability for damages resulting from negligent acts, errors, mistakes or omissions in rendering our services, we cannot assure you that the limitations on liability we include in our agreements will be enforceable in all cases, or that those limitations on liability will otherwise protect us from liability for damages. Furthermore, there can be no assurance that our insurance coverage will be adequate or that coverage will remain available at acceptable costs. Successful claims brought against us in excess of our insurance coverage could seriously harm our business, prospects, financial condition and results of operations. Even if not successful,

Our success depends in part upon members of our senior management team, and our inability to attract and retain qualified management personnel could have a negative effect on our ability to operate our business.

Our success and ability to implement our business strategy, including integrating acquisitions, depend upon the continued contributions of our management team and others, including our technical employees. Our future success also depends on our ability to attract and retain qualified personnel. In addition, we may be required to increase compensation in order to attract and retain qualified personnel. Our inability to attract and retain members of our senior management team or other qualified personnel could reduce our revenues, increase our expenses and reduce our profitability.

Prolonged unfavorable general economic and market conditions could materially adversely affect our business.

We sell our systems and services to a large number of small and medium-sized businesses. These businesses may be more likely to be impacted by unfavorable general economic and market conditions than larger and better capitalized companies. Furthermore, the businesses of our customers in the hardware and home center and lumber and building materials vertical markets are affected by trends in the new housing and home improvements market, and those customers in the wholesale distribution vertical market are affected by trends in general construction and industrial production markets, which could be negatively impacted by an increase in interest rates or a decline in the general economy. Therefore, unfavorable general economic and market conditions in the United States and internationally (including as a result of terrorist activities) could have a negative impact on our sales. To the extent that these conditions result in continued instability of capital markets, reductions in capital expenditures or spending on information technology, longer sales cycles, deferral or delay of customer orders or the inability to effectively market our products, our business could be materially adversely affected.

We will incur increased costs as a publicly traded company.

Although ASI has been filing periodic reports under the Securities and Exchange Act of 1934 for some time, our common stock has not previously been publicly traded. Accordingly, as a publicly traded company, we will incur significant legal, accounting and other expenses that we did not previously incur. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, or the SEC, and the Nasdaq National Market, have required changes in disclosure and corporate governance practices of publicly traded companies. We expect that the applicability to us of these rules and regulations will increase our legal and financial compliance costs and make some activities more time-consuming and costly. We also expect that these rules and regulations will make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board of Directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules,

Risks related to this offering

We expect that our stock price will fluctuate significantly after the completion of this offering.

Prior to this offering, you could not buy or sell our common stock publicly. Following this offering, an active public market for our common stock may not develop or be sustained. We will negotiate and determine the initial public offering price with the underwriters based on several factors. The market price of our common stock may decline from the initial public offering price. Accordingly, you may be unable to sell your shares of our common stock at or above the initial public offering price. Stock markets, particularly in recent years and particularly with regard to technology-related stocks, have experienced significant volatility. Factors that could cause this volatility in the market price of shares of our common stock include:

These and other external factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of our common stock at prices they deem acceptable and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the issuers thereof. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our senior management.

Future sales of shares of our common stock by our existing stockholders, including Hicks Muse, may cause our stock price to fall.

The market price of our common stock could decline as a result of sales by our existing stockholders, including Hicks Muse, of shares of our common stock in the market after this offering, or the perception that such sales could occur. These sales, or the perception of sales,

The lock-up agreements delivered by our executive officers, directors and substantially all of our existing stockholders provide that J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., in their sole discretion, may release those parties, at any time or from time to time and without notice, from their obligation not to dispose of shares of our common stock for a period of 180 days after the date of this prospectus. J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. have no pre-established conditions to waiving the terms of the lock-up agreements, and any decision by them to waive those conditions would depend on a number of factors, which may include market conditions, the performance of our common stock in the market and our financial condition at that time. If the restrictions in any of the lock-up agreements are waived, additional shares of our common stock will be available for sale into the public market, subject to applicable securities laws, which could reduce the market price for shares of our common stock. See “Shares eligible for future sale.”

Your ability to influence corporate decisions may be limited because certain significant stockholders whose interests may be different than yours will control us after the offering.

Upon completion of this offering, approximately      % of our common stock will continue to be controlled by affiliates of Hicks Muse. By virtue of such stock ownership, such Hicks Muse affiliates will have the power to control the election of our Board of Directors, our management and policies and to determine the outcome of most corporate transactions or other matters required to be submitted to our stockholders for approval.

As their interests may be different from your interests, these affiliates of Hicks Muse may exercise control over us in a manner detrimental to your interests. For example, Hicks Muse could delay, deter or prevent a change of control or other business combination that might otherwise be beneficial to our stockholders. In addition, this significant concentration of common stock ownership may adversely affect the market price for our common stock because investors often perceive disadvantages in owning stock in companies with a concentration of ownership in a few stockholders. See “Principal and selling stockholders.”

We are a “controlled company” within the meaning of the Nasdaq National Market rules and as a result will qualify for exemptions from certain corporate governance requirements.

Because funds affiliated with Hicks Muse will own in excess of 50% of our outstanding shares of common stock after the completion of this offering, we will be deemed a “controlled company” under the rules of the Nasdaq National Market. As a result, we will qualify for the

Conflicts of interest may arise because some of our directors are principals of our controlling stockholder and they could cause us to take action with which you may disagree.

Upon completion of this offering, three representatives of Hicks Muse and its affiliates will serve on our five-member Board of Directors. Hicks Muse and its affiliates may invest in entities that directly or indirectly compete with us or companies in which they currently invest may begin competing with us. As a result of these relationships, when conflicts between the interests of Hicks Muse and the interests of our other stockholders arise, these directors may not be disinterested. Although our directors and officers have a duty of loyalty to us, under the Delaware General Corporation Law, or the DGCL, and our certificate of incorporation, transactions that we enter into in which a director or officer has a conflict of interest are generally permissible so long as (1) the material facts relating to the director’s or officer’s relationship or interest as to the transaction are disclosed to our Board of Directors and a majority of our disinterested directors approves the transaction, (2) the material facts relating to the director’s or officer’s relationship or interest as to the transaction are disclosed to our stockholders and a majority of our disinterested stockholders approves the transaction or (3) the transaction is otherwise fair to us. Our certificate of incorporation will also provide that Hicks Muse and its representatives will not be required to offer any transaction opportunity of which they become aware to us and could take any such opportunity for themselves or offer it to other companies in which they have an investment.

Our certificate of incorporation and by-laws will include provisions that may discourage, delay or prevent a merger, acquisition or other change in control that our stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. This is because these provisions may prevent or frustrate attempts by stockholders to replace or remove our current management.

These provisions will include:

In addition, we will be subject to provisions under the DGCL, including Section 203 of the DGCL, which limits business combination transactions with stockholders of 15% or more of our outstanding voting stock that our Board of Directors have not approved. As a result, it will be more difficult for stockholders or potential acquirers to acquire us without negotiation. These provisions apply even if the offer may be considered beneficial by some stockholders. These provisions and others available under the DGCL could limit the price that investors are willing to pay in the future for shares of our common stock. See “Description of capital stock.”

New investors will incur substantial dilution as a result of this offering.

If you purchase shares of our common stock in this offering, you will pay more for your shares than the amounts paid by existing stockholders for their shares. You will incur immediate and substantial dilution of $           per share, representing the difference between our pro forma net tangible book value per share after giving effect to this offering and an assumed initial public offering price of $           per share. Consequently, unless we are able to increase our net tangible book value per share through income from operations or otherwise, upon a liquidation of our company at net tangible book value, you would receive less than the price that you paid for shares of our common stock in this offering while our existing stockholders may receive more than the price that they paid for their shares of our common stock. See “Dilution.”

We have paid no cash dividends on our common stock to date and we currently intend to retain our future earnings, if any, to fund the development and growth of our businesses. As a result, capital appreciation, if any, of our common stock is expected to be your sole source of gain for the foreseeable future.

Special cautionary statement regarding

forward-looking statements

This prospectus includes forward-looking statements. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this prospectus under the headings “Prospectus summary,” “Risk factors,” “Management’s discussion and analysis of financial condition and results of operations” and “Business” are forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements such as we believe that we have sufficient liquidity to fund our business operations through at least fiscal year 2006. We have based these forward-looking statements on our current expectations about future events. While we believe these expectations are reasonable, these forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Our actual results may differ materially from those suggested by these forward-looking statements for various reasons, including those discussed in this prospectus under the headings “Risk factors” and “Management’s discussion and analysis of financial condition and results of operations.”

Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this prospectus are made only as of the date hereof. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

Use of proceeds

Our net proceeds from the sale of                      shares of common stock in this offering after deducting estimated underwriting discounts and offering expenses payable by us are estimated to be $           million, based on an assumed offering price of $           per share, the mid-point of the range on the front cover of this prospectus. We will not receive any proceeds from the sale of shares offered by the selling stockholders or from the underwriters’ exercise of their over-allotment option to purchase additional shares from the selling stockholders.

We intend to use the net proceeds of this offering, together with borrowings under our new senior credit facility, as follows:

In addition, we plan to use a portion of the net proceeds of this offering and/or borrowings under the new senior credit facility to make a payment of $           million to an affiliate of Hicks Muse in connection with the termination of existing monitoring and oversight and financial advisory agreements. See “Certain relationships and related transactions.” The interest rate on our floating rate senior notes due 2010 is LIBOR plus 600 basis points; as of                     , 2005 this rate was           % per annum. The proceeds from our offering of the floating rate senior notes due 2010 were used to finance the Speedware acquisition.

Dividend policy

We have never declared or paid cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. In addition, our future dividend policy will depend on the requirements of financing agreements to which we may be a party, including our new senior credit facility, and other factors considered relevant by our Board of Directors, including the DGCL, which provides that dividends are only payable out of surplus or current net profits.

Capitalization

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2005:

The table below should be read in conjunction with “Management’s discussion and analysis of financial condition and results of operations” and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

(1) We expect that the new $       revolving credit facility will be undrawn upon consummation of this offering and that we will have $               of availability thereunder at such time (after giving effect to letters of credit that we anticipate will be outstanding at such time).

(2) Assumes all of our 10 ¹ / 2 % senior notes due 2011 and all of our floating rate senior notes due 2010 are tendered and purchased in the tender offers.

(3) In connection with this offering, all 25,000,000 outstanding shares of the class A common stock will be converted into approximately         shares of common stock.

Dilution

Our net tangible book deficiency as of March 31, 2005 was $           million, or $           per share. Purchasers of common stock in this offering will suffer immediate and substantial dilution in net tangible book value per share. Net tangible book value (deficit) per share is determined by dividing our total tangible assets less total liabilities by the actual number of outstanding shares of our common stock.

After giving effect to this offering, and borrowings we expect to incur under our new senior credit facility, and assuming that all of the outstanding 10 ¹ / 2 % senior notes due 2011 and floating rate senior notes due 2010 are tendered pursuant to the tender offers, our pro forma net tangible book value (deficit) as of March 31, 2005 would have been $           per share. This represents an immediate increase in pro forma net tangible book value per share (deficit) of $           to existing stockholders and immediate dilution in pro forma net tangible book value (deficit) of $           per share to new investors purchasing our common stock in this offering at an initial public offering price of $           per share, the midpoint of the range on the front cover of this prospectus. Dilution per share to new investors is determined by subtracting pro forma net tangible book value (deficit) per share after this offering from the initial public offering price per share paid by a new investor. The following table illustrates the per share dilution:

The following table sets forth, as of March 31, 2005, the number of shares of common stock purchased from us, the total cash consideration paid to us and the average price per share paid to us by existing stockholders and to be paid by new investors purchasing shares of our common stock in this offering. The table assumes an initial public offering price of $           per share, the midpoint of the range on the front cover of this prospectus:

(1) Excludes                 shares of restricted stock to be issued to members of our senior management team at or prior to the consummation of this offering pursuant to our new 2005 equity incentive plan.

Unaudited pro forma condensed combined

financial information

The following unaudited pro forma condensed combined financial information is based on our and Speedware’s historical consolidated financial statements and the notes thereto contained elsewhere in this prospectus and gives effect to the Speedware acquisition (including the related offering of our floating rate senior notes due 2010), this offering and borrowings under our new senior credit facility, as well as to the application of the net proceeds from this offering and such borrowings, as if they had occurred at the beginning of the respective periods. The unaudited pro forma condensed balance sheet information as of March 31, 2005 gives effect to the purchase of the remaining 4% of Speedware’s common stock on April 7, 2005, to this offering and to borrowings under our new senior credit facility, as well as to the application of the net proceeds from this offering and such borrowings as described in “Use of proceeds,” as if they had occurred as of March 31, 2005.

The unaudited pro forma adjustments are based on preliminary estimates, available information and certain assumptions that we believe are reasonable. The unaudited information should be read in conjunction with our and Speedware’s historical consolidated financial statements and the related notes thereto and “Management’s discussion and analysis of financial condition and results of operations” each included elsewhere in this prospectus.

The unaudited pro forma condensed combined financial information does not purport to be indicative of the results that would have been obtained had such transactions been completed as of the assumed dates or that may be obtained in the future.

income statement for the six months ended

March 31, 2005

(1) Effective October 1, 2004, Speedware adopted the U.S. dollar as its reporting currency. Accordingly, Speedware’s historical income statement for the six months ended March 31, 2005 is reported in U.S. dollars. The following adjustments were made to Speedware’s historical income statement to conform Speedware’s financial presentation to our presentation:

(2) Reflects the following adjustments relating to the Speedware acquisition:

 

 

(3) Reflects $5,400 of interest expense on $120,000 aggregate principal amount of our floating rate senior notes due 2010, based upon an initial interest rate of 9.0% per annum, and amortization of debt financing costs of $6,000 over five years, or $1,200 per annum, offset by the elimination of $900 of bridge financing fees associated with the Speedware acquisition.

(4) Represents the tax effect of the adjustments set forth in the “Adjustments for the Speedware acquisition” column above at the federal statutory tax rate of 35%.

income statement for the twelve months ended

September 30, 2004

(1) An exchange rate of CDN$1.323 (which was the average of the noon buying rates on the last day of each month during the twelve months ended September 30, 2004) to US$1.00 was used to convert Speedware’s historical income statement information into U.S. dollars. In addition, the following adjustments were made to Speedware’s historical income statement to conform Speedware’s financial presentation to our presentation:

(2) Reflects the following adjustments relating to the Speedware acquisition:

 

 

(3) Reflects $10,800 of interest expense on $120,000 aggregate principal amount of our floating rate senior notes due 2010, based upon an initial interest rate of 9.0% per annum, and amortization of debt financing costs of $6,000 over five years, or $1,200 per annum.

(4) Represents the tax effect of the adjustments set forth in the “Adjustments for the Speedware acquisition” column above at the federal statutory tax rate of 35%.

balance sheet as of March 31, 2005

(1) Represents the remaining 4% of Speedware’s common stock that we did not acquire on March 30, 2005. On April 7, 2005 we acquired this remaining 4% interest.

Selected historical consolidated financial data

The selected historical consolidated financial data for fiscal years 2002, 2003 and 2004 and the selected consolidated balance sheet data as of September 30, 2003 and 2004 were derived from our audited historical consolidated financial statements appearing elsewhere in this prospectus. The selected historical consolidated financial data for fiscal years 2000 and 2001 and the selected consolidated balance sheet data as of September 30, 2000, 2001 and 2002 were derived from our historical consolidated financial statements that are not included in this prospectus. The selected historical consolidated financial data and other financial data for the six months ended March 31, 2004 and 2005 and the selected balance sheet data as of March 31, 2004 and 2005 were derived from our unaudited consolidated financial statements.

The selected historical consolidated financial data set forth below should be read in conjunction with “Management’s discussion and analysis of financial condition and results of operations,” our audited historical consolidated financial statements and the related notes thereto and our unaudited historical condensed consolidated interim financial statements and the related notes thereto, each included elsewhere in this prospectus. The selected historical consolidated financial data for the six months ended March 31, 2005 do not reflect the results of Speedware, which was acquired on March 30, 2005. The selected consolidated balance sheet data as of March 31, 2005 reflects the Speedware acquisition.

(1) We adopted SFAS No. 142 as of October 1, 2001 and no longer amortize goodwill.

(2) We incurred $6,313 of expense related to our June 2003 debt refinancing.

(3) We incurred $524 of expense related to the repurchase of the remaining $17,500 aggregate principal amount of our 9% senior subordinated notes due 2008.

(4) On October 1, 2003, we sold certain non-core assets consisting of our Automotive Recycling Division resulting in a net gain of $6,270.

Management’s discussion and analysis of

financial condition and results of operations

The following discussion of our financial condition and results of operations should be read in conjunction with our audited and unaudited historical consolidated financial statements and the related notes included elsewhere in this prospectus. The results described below are not necessarily indicative of the results to be expected in any future periods. This discussion contains forward-looking statements based on our current expectations, which are inherently subject to risks and uncertainties. Actual results and the timing of certain events may differ significantly from those projected in such forward-looking statements due to a number of factors. We undertake no obligation beyond what is required under applicable securities law to publicly update or revise any forward-looking statement to reflect current or future events or circumstances, including those set forth herein, in the section entitled “Risk factors” and elsewhere in this prospectus.

Overview

We are a leading provider of business management solutions serving small and medium-sized businesses in four primary vertical markets: the automotive parts aftermarket (“Auto”), hardware and home center (“HWHC”), lumber and building materials (“LBM”), and wholesale distribution (“WDN”). Using a combination of proprietary software and extensive expertise in our vertical markets, we provide complete business management solutions for our customers. Our business management solutions provide tailored systems, product support and content and data services that are designed to meet the unique requirements of our customers. We provide fully integrated systems and services including point-of-sale, inventory management, general accounting and enhanced data management that enable our customers to manage their day-to-day operations. We believe our solutions allow our customers to increase sales, boost productivity, operate more cost efficiently, improve inventory turns and enhance trading partner relationships.

The key components of our business management solutions include:

Key components of results of operations

Revenues. We derive revenues primarily from three sources: systems, product support and content and data services. Systems revenues include the sale of our proprietary software applications, third-party computer hardware equipment, associated peripherals, and implementation and training. These revenues are derived from one-time sales. Product support revenues generally consist of revenues associated with the software and hardware support and maintenance of our systems. Content and data services revenues consist of the sale of proprietary database and data management products, including our electronic automotive parts and applications catalog, exchanges and other information services. Product support revenues and content and data services revenues are provided on a monthly subscription basis and, accordingly, are generally recurring in nature.

Cost of revenues. Cost of systems revenues primarily includes computer hardware and peripherals purchased from third parties, the labor and overhead associated with integrating, shipping, installing and training customers on our systems and the amortization of capitalized software costs. Cost of product support revenues primarily includes personnel costs associated

Sales and marketing expense. Sales and marketing expense primarily consists of personnel costs associated with our sales and marketing efforts, commissions, bad debt expense related to our accounts receivable, depreciation, amortization, telecommunication costs and facility costs.

Product development expense. Product development expense primarily consists of personnel expenses and contract services associated with the development and maintenance of our software and databases, depreciation, amortization, telecommunication expenses and facility expenses. We capitalize certain portions of product development expenses in accordance with SFAS No. 86.

General and administrative expense. These costs include departmental costs for executive, legal, administrative services, finance, telecommunications, facilities and information technology.

Trends

On March 30, 2005, we acquired approximately 96% of the common stock of Speedware in a transaction accounted for under the purchase method of accounting. We acquired all of the remaining common stock of Speedware on April 7, 2005. Speedware is a leading vendor of vertical market-focused business management solutions. The Speedware acquisition has reinforced our leading position in the LBM vertical market and made us one of the leading providers of business management solutions to distributors in the WDN vertical market.

As part of the Speedware acquisition, we paid $95.8 million in cash on March 30, 2005 for approximately 96% of Speedware’s common stock and paid $4.1 million in cash for the remaining 4% of Speedware’s common stock on April 7, 2005. The preliminary purchase price allocation is based upon our best estimates of the relative fair values of the identifiable assets acquired and liabilities assumed, and we believe our preliminary estimates and assumptions are reasonable. We are in the process of obtaining third-party valuations of certain tangible and intangible assets and, as a result, the allocation of the purchase price is subject to change. Our financial statements for the six months ended March 31, 2005 do not include the results of operations of Speedware.

General Parts, Inc. relationship

In June 2004, General Parts, Inc., or GPI, our largest Auto customer, informed us of its intention to replace our J-CON parts store system with its own branded product at its company-owned stores and to recommend that its independent affiliated stores also replace the J-CON system. We believe this transition will occur over two years. J-CON system sales revenues and product support revenues for all of GPI’s company-owned stores and independent affiliated stores were approximately $1.8 million and $7.5 million, respectively, for fiscal year 2004 and approximately $0.1 million and $3.6 million, respectively, for the six months ended March 31, 2005.

In January 2005, GPI informed us that it also intends to discontinue the use of our electronic automotive parts and applications catalog at its company-owned and affiliated stores. Though we are uncertain of the precise timing of GPI’s transition from our catalog to a newly developed custom GPI catalog, we expect that it will occur over two years as GPI rolls out its new store system. We are working with GPI to maintain as much of that catalog business as possible, but cannot predict how much, if any, of such business we will be able to retain. Our electronic automotive parts and applications catalog revenues from GPI’s and its independent affiliated stores’ J-CON systems were approximately $6.5 million for fiscal year 2004 and $3.2 million for the six months ended March 31, 2005.

In addition, our long-term contractual relationship with GPI for A-DIS services expires in 2007. We cannot provide any assurances that we will be able to maintain this relationship in the future. A-DIS services represented $3.7 million of revenues for fiscal year 2004 and $1.7 million of revenues for the six months ended March 31, 2005. Connectivity and other revenues attributable to GPI were $1.7 million in fiscal year 2004 and $0.9 million for the six months ended March 31, 2005.

Sale of assets

On October 1, 2003, we sold certain non-core assets consisting of our Automotive Recycling Division (“ARD”). The total sales price was $6.7 million plus net working capital of $0.5 million, which resulted in a gain of $6.3 million in the first quarter of fiscal year 2004.

Segment reporting and classification

Prior to the six months ended March 31, 2005, we reported our financial results based on two segments consisting of an automotive group and a non-automotive group. Commencing with the six months ended March 31, 2005, we began reporting our financial results based on our products and services (“Segments”) which consist of (i) systems, (ii) product support, (iii) content and data services and (iv) other.

Revenue by vertical market

We sell our systems and services primarily into four vertical markets consisting of Auto, HWHC, LBM and WDN. In addition to reporting our financial results for the Segments described above, we also began, commencing with the second quarter of fiscal year 2005, reporting revenue generated by each of these Segments in each of our four vertical markets.

Prior to fiscal year 2004, we did not track the revenue generated separately in the HWHC, LBM and WDN vertical markets. Instead, these revenues were combined within our prior non-automotive reporting segment. Because (i) we did not classify customers by each of these vertical markets previously and (ii) we implemented a new general ledger and financial system in July 2003, we are unable to reliably divide the revenue previously reported in our non-automotive segment into the HWHC, LBM and WDN vertical markets for fiscal years 2003 and 2002. Therefore, for the comparisons of our historical results of operations for fiscal year 2004 versus fiscal year 2003, and fiscal year 2003 versus fiscal year 2002, we are reporting the revenue generated by each of our Segments in the Auto vertical market and a combined vertical market consisting of the HWHC, LBM and WDN vertical markets (“H/ L/ W”).

Six months ended March 31, 2005 compared to six months ended March 31, 2004

The following table sets forth, for the periods indicated, our Segment revenues by vertical market and the variance thereof.