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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) December 30, 1998
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PLATINUM SOFTWARE CORPORATION
(Exact name of registrant as specified in Charter)
DELAWARE 000-20740 33-0277592
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
195 TECHNOLOGY DRIVE
IRVINE, CALIFORNIA 92618-2402
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(Address of Principal Executive Offices)
(949) 453-4000
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(Registrant's Telephone Number, Including Area Code)
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ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS.
Zoo Acquisition Corp. ("Merger Sub"), which was a wholly owned
subsidiary of Platinum Software Corporation, a Delaware corporation (the
"Registrant"), was merged (the "Merger") with and into DataWorks Corporation, a
Delaware corporation ("DataWorks") pursuant to an Agreement and Plan of
Reorganization dated as of October 13, 1998, as amended as of October 30, 1998
among the Registrant, Merger Sub and DataWorks (the "Acquisition Agreement").
The terms of the Acquisition Agreement were determined through arms' length
negotiations between the Registrant and DataWorks. The Merger became effective
at 11:59 p.m., California time, on December 31, 1998 (the "Effective Time"), the
date of the filing of the Certificate of Merger with the Delaware Secretary of
State. At the Effective Time: (i) Merger Sub ceased to exist; (ii) DataWorks, as
the surviving corporation in the Merger, became a wholly owned subsidiary of the
Registrant and (iii) subject to the provisions of the Acquisition Agreement
relating to the payment of fractional shares, each share of Common Stock of
DataWorks, $0.001 par value per share ("DataWorks Common Stock") existing
immediately prior to the Effective Time was converted into the right to receive
0.794 shares (the "Exchange Ratio") of the Registrant's Common Stock, $0.001 par
value per share ("Registrant Common Stock").
In addition, pursuant to the Acquisition Agreement, upon the Effective
Time, each outstanding option or right to purchase DataWorks Common Stock under
the DataWorks 1995 Equity Incentive Plan, the DataWorks 1995 Non-Employee
Directors Stock Option Plan, the Interactive 1997 Nonstatutory Stock Option
Plan, the Interactive 1995 Stock Option Plan, each outstanding option or right
to purchase DataWorks Common Stock under Nonstatutory Stock Option Agreements
between DataWorks and certain DataWorks employees and each outstanding warrant
to purchase DataWorks Common Stock was assumed by the Registrant and became an
option or right to purchase Registrant Common Stock, with appropriate
adjustments made to the number of shares issuable thereunder and the exercise
price thereof based on the Exchange Ratio.
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 purchase for financial reporting purposes in accordance with
generally accepted accounting principles. The assets of DataWorks were used,
prior to the Effective Time, to develop, market, implement and support open
systems, client/server based Enterprise Resource Planning software for mid-range
discrete manufacturing companies with annual revenues between $3 million and $1
billion.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS.
The following financial statements and exhibits are filed as part of
this Report, where indicated.
(a) Financial statements of business acquired, prepared pursuant to
Rule 3.05 of Regulation S-X:
The financial statements required pursuant to this Item 7(a)
will be filed within 60 days of the date of this filing.
(b) Pro forma financial information required pursuant to Article 11
of Regulation S-X:
The pro forma financial information is unavailable as of the date
of this filing. Such information will be filed within 60 days of
the date of this filing.
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(c) Exhibits in accordance with Item 601 of Regulation S-K:
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization, dated as of
October 13, 1998, as amended as of October 30, 1998
among Platinum Software Corporation, Zoo Acquisition
Corp. and DataWorks Corporation. (Incorporated herein
by reference to Registrant's Registration Statement on
Form S-4 (No. 333-67577)).
2.2 Certificate of Merger between DataWorks Corporation
and Zoo Acquisition Corp.
99.1 Press release dated January 5, 1999.
ITEM 8 CHANGE IN FISCAL YEAR.
On December 30, 1998 the Board of Directors of the Registrant determined
to change the Registrant's fiscal year from June 30 of each year to December 31
of each year. The transition period from June 30, 1998 to January 1, 1999 will
be covered in the Registrant's Annual Report on Form 10-K to be filed by the
Registrant no later than March 31, 1999.
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Reorganization, dated as of
October 13, 1998, as amended as of October 30, 1998
among Platinum Software Corporation, Zoo Acquisition
Corp. and DataWorks Corporation. (Incorporated herein
by reference to Registrant's Registration Statement on
Form S-4 (No. 333-67577)).
2.2 Certificate of Merger between DataWorks Corporation
and Zoo Acquisition Corp.
99.1 Press release dated January 5, 1999.
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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
Dated: January 13, 1999 By: /s/ PERRY TARNOFSKY
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Perry Tarnofsky
Vice President
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