SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: April 25, 2000
Active Software, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 000-26367 94-3232772
State or other jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or organization) Identification No.)
3333 Octavius Drive
Santa Clara, CA 95054
(Address of principal executive offices, including zip code)
(408)988-0414
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On May 3, 2000, Active Software, Inc., (the "Company") filed a Form 8-K to
report the completion of its acquisition of Premier Software Technologies, Inc.
Pursuant to Item 7 of the Form 8-K, Active Software indicated that it would file
certain financial information no later than the date required by Item 7 of Form
8-K. This Amendment No. 1 is being filed to provide such financial information.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
The following audited financial statements of Premier Software
Technologies, Inc. are included as Exhibit 99.1 to the Current Report on Form 8-
K and are incorporated herein by this reference:
Independent Auditors' Report
Balance Sheet as of December 31, 1999
Statement of Operations for the Year Ended December 31, 1999
Statement of Shareholders' Deficiency for the Year Ended December 31,
1999
Statement of Cash Flows for the Year Ended December 31, 1999
Notes to Financial Statements for the Year Ended December 31, 1999
The following unaudited interim financials statements of Premier Software
Technologies, Inc, are included as Exhibit 99.2 to this Current Report on
Form 8-K and are incorporated herein by this reference:
Condensed Balance Sheet as of March 31, 2000 (unaudited)
Condensed Statements of Operations for the three months ended March 31,
1999 and 2000 (unaudited)
Condensed Statements of Cash Flows for the three months ended March 31,
1999 and 2000 (unaudited)
Notes to Unaudited Condensed Financial Statements
(b) Pro Forma Financial Information
The following unaudited pro forma financial information of the Company is
included as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated
herein by this reference:
Basis of Presentation
Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2000
Unaudited Pro Forma Condensed Combined Statements of Operations for the
three months ended March 31, 2000
Unaudited Pro Forma Condensed Combined Statement of Operations for the
Year Ended December 31, 1999
Notes to Unaudited Pro Forma Condensed Combined Financial Information
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(c) Exhibits
The Exhibits that are filed with this Current Report on Form 8-K are set
forth in the Exhibit Index to this Current Report on Form 8-K.
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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.
Active Software, Inc.
Dated: June 13, 2000 By: /s/ JON A. BODE
Jon A. Bode
Chief Financial Officer
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Exhibit Index
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Exhibit
Number Exhibit
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2.1 Agreement and Plan of Reorganization dated as of February 24, 2000, by
and among Active Software, Inc., Premier Software Technologies, Inc.,
and the Shareholders of Premier Software Technologies, Inc.
(previously filed)
2.2 Registration Rights Agreement dated as of April 25, 2000, by and among
Active Software, Inc. and Thomas S. Dayton and Jonathan van den Berg.
(previously filed)
23.1 Independent Auditors' Consent
99.1 The following audited financial statements of Premier Software
Technologies:
Independent Auditors' Report
Balance Sheet as of December 31, 1999
Statement of Operations for the Year Ended December 31, 1999
Statement of Shareholders' Deficiency for the Year Ended December
31, 1999
Statement of Cash Flows for the Year Ended December 31, 1999
Notes to Financial Statements for the Year Ended December 31, 1999
99.2 The following unaudited interim financials statements of Premier
Software Technologies:
Condensed Balance Sheet as of March 31, 2000 (unaudited)
Condensed Statements of Operations for the three months ended March
31, 1999 and 2000 (unaudited)
Condensed Statements of Cash Flows for the three months ended March
31, 1999 and 2000 (unaudited)
Notes to Unaudited Condensed Financial Statements
99.3 The following unaudited pro forma financial information of Active
Software, Inc.:
Basis of Presentation
Unaudited Pro Forma Condensed Combined Balance Sheet as of March
31, 2000
Unaudited Pro Forma Condensed Combined Statements of Operations for
the three months ended March 31, 2000
Unaudited Pro Forma Condensed Combined Statement of Operations for
the Year Ended December 31, 1999
Notes to Unaudited Pro Forma Condensed Combined Financial
Information