SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) September 21, 1998
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Altris Software, Inc.
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(Exact name of registrant as specified in charter)
California 0-15935 95-3634089
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(State or other jurisdiction of (Commission file number) (IRS employer
incorporation) identification no.)
9339 Carroll Park Drive, San Diego, California 92121
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (619) 625-3000
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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 September 21, 1998, Altris Software, Inc. ("Altris") completed
the sale of certain assets related to its Rapid Information Presentation
Services (RIPS) product (the "RIPS Product") to Structural Dynamics Research
Corporation ("SDRC"). In addition to the sale of this document management
software technology, Altris also agreed to license certain related software
to SDRC on a perpetual, royalty-free basis (the "Licensed Software," and
together with the RIPS Product, the "Assets"). The purchase price for the
Assets consisted of (i) $3,125,000 in cash (less $750,000 previously paid by
SDRC to Altris for prepaid license fees under a Marketing Services and
Integration Agreement, dated as of December 31, 1997, between Altris and SDRC
(the "Marketing Agreement") and (ii) SDRC's assumption of certain executory
obligations of Altris under a customer contract. In addition, under the
terms of the Acquisition Agreement, the parties agreed to certain
cross-maintenance obligations, on a fee basis, for services rendered to
support the underlying technology. Further details regarding the terms of
the transaction can be found in the Acquisition Agreement, dated September
21, 1998, between Altris and SDRC, a copy of which is attached hereto as
Exhibit 10.1.
Pursuant to the terms of the Marketing Agreement, Altris developed
the RIPS Product in conjunction with SDRC for SDRC's product data management
(PDM) product known as Metaphase. SDRC's acquisition of the RIPS Product
gives SDRC full ownership rights to the jointly developed product. The sale
of the RIPS Product expressly excluded any software or programs comprising
the Altris Enabler, Altris EB or any other Altris products other than the
RIPS Product.
ITEM 7. EXHIBITS.
(c) Exhibits:
10.1 Acquisition Agreement, dated September 21, 1998, by and between
Structural Dynamics Research Corporation and Altris Software, Inc.
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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.
Date: October 7, 1998
ALTRIS SOFTWARE, INC.
By: /s/ John W. Low
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John W. Low
Chief Financial Officer
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EXHIBIT INDEX
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
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10.1 Acquisition Agreement, dated September 21, 1998, by and between 5
Structural Dynamics Research Corporation and Altris Software, Inc.
4