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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 14, 1997
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PLATINUM SOFTWARE CORPORATION
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(Exact name of Registrant as specified in charter)
Delaware 0-20740 33-0277592
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
195 Technology Drive, Irvine, California 92618
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (714) 453-4000
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Not Applicable
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(Former name or former address, if changed, since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 4, 1997, Platinum Software Corporation (the "Company"),
entered into a definitive agreement (the "Merger Agreement") providing for the
merger (the "Merger") of FS Acquisition Corp., a wholly owned subsidiary of the
Company (the "Merger Sub") with and into FocusSoft, Inc., a Kentucky
Corporation and pursuant to which FocusSoft would become a wholly owned
subsidiary of the Company. The Merger was effected on November 14, 1997, (the
"Effective Time") pursuant to the Articles of Merger by and between Merger Sub
and FocusSoft filed with the Secretary of State for the Commonwealth of
Kentucky. Pursuant to the terms of the Merger Agreement, the Company issued
2,474,794 shares of common stock in exchange for all of the outstanding shares
of common stock of FocusSoft. The exchange ratio used with respect to the
FocusSoft shares was 24.747937 ("Exchange Ratio"). In addition, each
outstanding employee stock option of FocusSoft was assumed by the Company and
has been converted to a right to acquire an aggregate of 225,206 shares of
common stock of the Company with appropriate adjustments made to the exercise
price based on the Exchange Ratio. Ten percent of the shares issued in the
Merger, or 247,479 shares were placed into an escrow to cover indemnification
claims in connection with the transaction.
The Merger is intended to be a tax-free reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, and is intended to be
treated as a pooling of interests for financial reporting purposes in
accordance with generally accepted accounting principles.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(C) EXHIBITS.
Exhibit Number
2.1 Agreement and Plan of Reorganization By and Among the
Company, FS Acquisition Corp., FocusSoft, Inc. and
the Shareholders of FocusSoft, Inc. dated November 4,
1997. (Schedules not included pursuant to Rule
601(b)(2) of Regulation S-K.)
99.1 Press Release dated November 4, 1997.
99.2 Press Release dated November 17, 1997.
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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
Date: November 21, 1997 By: /s/ Michael J. Simmons
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Michael J. Simmons
Chief Financial Officer
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EXHIBIT INDEX
The following exhibits are attached hereto and incorporated herein by
reference:
Exhibit Number
Sequentially
Numbered Page
2.1 Agreement and Plan of Reorganization By and
Among the Company, FS Acquisition Corp.,
FocusSoft, Inc. and the Shareholders of
FocusSoft, Inc. dated November 4, 1997.
(Schedules not included pursuant to Rule
601(b)(2) of Regulation S-K.)
99.1 Press Release dated November 4, 1997.
99.2 Press Release dated November 17, 1997.
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