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): May 30, 1997 AWARD SOFTWARE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) CALIFORNIA (State or other jurisdiction of incorporation) 0-28904 94-2893462 (Commission File No.) (IRS Employer Identification No.) 777 E. MIDDLEFIELD ROAD MOUNTAIN VIEW, CA 94043 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (415) 968-4433 ___________________________ 1. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On May 30, 1997, Award Software International, Inc. (the "Company") acquired all of the outstanding stock of Unicore Software, Inc. ("Unicore") through the merger of Unicore with and into a wholly owned subsidiary of the Company pursuant to an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of May 29, 1997, by and among the Company, its wholly owned subsidiary, Unicore and Pierre A. Narath ("Narath) (the "Acquisition"). Unicore is engaged in the business of providing basic input/output software upgrades for personal computers and embedded systems. Pursuant to the terms of the Merger Agreement, the Company issued to Narath, the selling shareholder, 218,571 shares of the Company's common stock. The Merger is intended to be a tax-free reorganization under the Internal Revenue Code of 1986, as amended, and is expected to be accounted for as a pooling of interests. The terms of the Merger Agreement were determined through arms'-length negotiations between the Company and Unicore and Narath. In addition, Mr. Narath entered into an employment agreement with the Company pursuant to which Mr. Narath shall serve as a vice president of the Company and president of Unicore, the Company's wholly owned subsidiary. 2. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits Exhibit No. Description 2.1/*/ Agreement and Plan of Merger and Reorganization dated as of May 29, 1997, by and among Award Software International, Inc., Award Merger Sub Corp., Unicore Software, Inc. and Pierre A. Narath. 10.18 Registration Rights Agreement dated as of May 30, 1997 between Award Software International, Inc. and Pierre A. Narath. 10.19 Escrow Agreement dated as of May 30, 1997 among Award Software International, Inc., Pierre A. Narath and First Trust of California, N.A. 10.20 Employment Agreement dated as of May 30, 1997 between Pierre A. Narath and Award Software International, Inc. 10.21 Employee Proprietary and Inventions Agreement dated as of May 30, 1997 between Award Software International, Inc. and Pierre A. Narath. 10.22 Noncompetition Agreement dated as of May 30, 1997 between Pierre A. Narath and Award Software International, Inc. 10.23 General Release dated as of May 30, 1997 between Pierre A. Narath and Award Software International, Inc. _____________________ /*/ Confidential Treatment Requested for portions of this document. 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. AWARD SOFTWARE INTERNATIONAL, INC. Dated: June 16, 1997 By: /s/ Kevin J. Berry --------------------------------------- Kevin J. Berry Vice President, Chief Financial Officer, Treasurer and Secretary