1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 8-K
CURRENT REPORT
----------
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 30, 1997
-------------------------------
PLATINUM SOFTWARE CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in charter)
Delaware 0-20740 33-0277592
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
195 Technology Drive, Irvine, California 92618
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (714) 453-4000
-----------------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed, since last report)
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 1997, Platinum Software Corporation, (the "Company")
acquired Clientele Software, Inc. ("Clientele"), a privately held developer and
marketer of client/server customer interaction software located in Tualitin,
Oregon. Clientele markets a customer interaction software product under the
Clientele(R) brand name. The transaction was structured as a merger in which the
Company formed an acquisition subsidiary which merged with and into Clientele,
with Clientele being the surviving corporation. The Company issued 887,636
shares of common stock for all the outstanding shares of Clientele stock, and
assumed all outstanding employee stock options, which became options to purchase
approximately 212,360 shares of the Company's common stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The historical financial statements of Clientele
required to be filed under this item are attached hereto,
consisting of balance sheets, statements of operations and
statements of cash flow for the years ended December 31, 1995
and 1996, together with the auditor's report.
(B) PRO FORMA FINANCIAL INFORMATION
The pro forma financial information required to be
filed under this item are not available and, accordingly, are
not included herein. By an amendment to this Report to be
filed as soon as practicable, the Company plans to submit such
pro forma information.
(C) EXHIBITS
Exhibit Number
2.1 Agreement and Plan of Reorganization and Merger dated
as of June 27, 1997, among the Company, CSI
Acquisition Corp., Clientele Software, Inc., Dale E.
Yocum, Pamela J. Yocum and William L. Mulert
(Schedules not included pursuant to Rule 601(b)(2) of
Regulation S-K).
99.1 Press Release dated June 30, 1997.
99.2 Financial Statements of Clientele Software, Inc.
described in Item 7(a) above.
99.3 Pro forma financial statements described in Item 7(b)
above (to be filed by amendment).
2
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PLATINUM SOFTWARE CORPORATION
/s/ Perry Tarnofsky
Date: July 11, 1997 By:
-----------------------------------
Perry Tarnofsky
Assistant Secretary
3
4
EXHIBIT INDEX
The following exhibits are attached hereto and incorporated herein by
reference:
Exhibit Number
2.1 Agreement and Plan of Reorganization and Merger dated
as of June 27, 1997, among the Company, CSI
Acquisition Corp., Clientele Software, Inc., Dale E.
Yocum, Pamela J. Yocum and William L. Mulert
(Schedules not included pursuant to Rule 601(b)(2) of
Regulation S-K).
99.1 Press Release dated June 30, 1997.
99.2 Financial Statements of Clientele Software, Inc.
described in Item 7(a) above.
99.3 Pro forma financial statements described in Item 7(b)
above (to be filed by amendment).
4