Open Environment Corp – ‘8-K’ for 5/11/96

As of:  Wednesday, 6/5/96   ·   For:  5/11/96   ·   Accession #:  950109-96-3643   ·   File #:  0-25794

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     11K 
 2: EX-2.1      Agreement and Plan of Merger                          56    212K 
 3: EX-99.1     Press Release                                          3     14K 

8-K   —   Current Report
Document Table of Contents

8-K
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================================================================================

UNITED STATES 
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 

------------------  

May 11, 1996  
(Date of Report; Date of Earliest Event Reported) 

OPEN ENVIRONMENT CORPORATION  
(Exact name of registrant as specified in its charter)  

Delaware  
(State or other jurisdiction of incorporation)  

0-25794                                               04-3168610  
(Commission File Number)                                   (IRS Employer      
                                                        Identification Number)

25 Travis Street  
Boston, Massachusetts 02134 
(Address of principal executive offices) (Zip Code) 

(617) 562-0900  
Registrant's telephone number, including area code) 

================================================================================

8-K
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Item 5. Other Events                                                            
--------------------                                                            

On May 11, 1995, Open Environment Corporation, a Delaware corporation (the      
"Company"), entered into an agreement with Borland International Inc.           
("Borland") pursuant to which it agreed, subject to certain conditions,         
including stockholder approval, to merge with and into a wholly-owned subsidiary
of Borland. Pursuant to the merger agreement (the "Merger Agreement"), holders  
of the Company's common stock, $0.01 par value (the "Company's Common Stock"),  
will receive for each share of the Company's Common Stock owned as of the       
effective time of the merger 0.51 of a share of Borland's common stock, $0.01   
par value ("Borland's Common Stock), subject to adjustment in the event that the
average closing price of Borland's Common Stock over a specified period         
preceding the consummation of the merger is greater than $25.00 per share or    
less than $12.75 per share, such as to have a value of not less than $6.5025 nor
more than $12.75. A copy of the Merger Agreement is attached hereto as Exhibit  
2.1 and is incorporated herein by reference.                                    

Item 7. Financial Statements and Exhibits                                       
-----------------------------------------                                       

(a) Financial statements of businesses acquired.                  

Not applicable.                                                                 

(b) Pro forma financial information.                              

Not applicable.                                                                 

(c) Exhibits.                                                     

Exhibit 2.1   Agreement and Plan of Merger dated as of May 11, 1996 by and among
         Borland International, Inc., Aspen Acquisition Corp. and Open
Environment Corporation.                            

Exhibit 99.1  Press Release, dated May 13, 1996, announcing the acquisition of  
       Open Environment Corporation by Borland International, Inc.

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.                                           

                                  OPEN ENVIRONMENT CORPORATION

Date: June  , 1996                      By: /s/Philip R. Copeland               
                                  ----------------------------
                         Philip R. Copeland,
                             Chief Executive Officer
                               (Chief Executive Officer)

                        By: /s/James J. Driscoll
                                  ----------------------------
                        James J. Driscoll,
                               Vice President of Finance
                                    (Vice President of Finance and
                                       Administration, Chief Financial
                                         Officer, Secretary and Treasurer)

8-K
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Schedules and Exhibits to Merger Agreement                                      
------------------------------------------                                      

Pursuant to Item 601(b) (2) of Regulation S-K, the schedules and exhibits 
referenced in the Merger Agreement have been omitted and will be furnished to   
the Commission promptly upon request.                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		6/5/96							None on these Dates
		5/13/96		2
For Period End:		5/11/96		1		2
		5/11/95		2
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