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 (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.
EXPLANATORY NOTE
This Form 8-K/A is being filed solely for the purpose of amending Exhibit
2.1 to the Form 8-K Current Report.
2.
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.
3.
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.
4
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: October 14, 1997 By: /s/ Kevin J. Berry
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Kevin J. Berry
Vice President, Chief Financial
Officer, Treasurer and Secretary