Vantive Corp – ‘8-K’ for 6/30/98

As of:  Wednesday, 7/15/98   ·   For:  6/30/98   ·   Accession #:  891618-98-3312   ·   File #:  0-26592

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K Date of Report June 30, 1998                  5     15K 
 2: EX-2.1      Agreement & Plan of Reorganization                     1      5K 

8-K   —   Form 8-K Date of Report June 30, 1998
Document Table of Contents

8-K
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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) June 30, 1998

 THE VANTIVE CORPORATION
 -----------------------------------------------
(Exact name of registrant as specified in charter)

                                                        [Enlarge/Download Table]
                                                                                            
           Delaware                      0-26592                      77-0266662            
(State or other jurisdiction of  (Commission File Number)  (IRS Employer Identification No.)
        incorporation)                                                                      

The Vantive Corporation, 2455 Augustine Drive, Santa Clara, CA        95054     
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)  

Registrant's telephone number, including area code:  (408) 982-5700             

 Not applicable.
--------------------------------------------------------------------------------
 (Former name or former address, if changed since last report)

8-K
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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS                                   

     On June 30, 1998, and effective on that date, The Vantive
Corporation (the "Company") completed an acquisition (the "Merger") of Wayfarer 
Communications, Inc., a privately-held California corporation ("Wayfarer"),     
pursuant to an Agreement and Plan of Reorganization, dated June 18, 1998, by and
between the Company, Revo Acquisition Corporation, a wholly-owned subsidiary of 
the Company, and Wayfarer. Upon consummation of the Merger, Wayfarer became a   
wholly-owned subsidiary of the Company.                                         

          Under the terms of the Merger, Wayfarer's securityholders will
receive approximately 179,000 shares of the Company's Common Stock in exchange  
for all outstanding shares of Wayfarer capital stock. The transaction will be   
accounted for as a purchase. Vantive expects to record charges related to the   
acquisition of approximately $11.5 million in the second quarter of 1998,       
including a one-time in-process research and development charge and a           
compensatory bonus expense.                                                     

         The amount of the Merger consideration was determined through
arms-length negotiation. There were no material relationships between the       
Wayfarer shareholders and the Company or any of its affiliates, any director or 
officer of the Company, or any associate of any such director or officer prior  
to the Merger. The Company is obligated to prepare and file with the Securities 
and Exchange Commission a registration statement on Form S-3 with respect to the
shares of the Company's Common Stock issued in the Merger.                      

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ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS                                      

(a)      Financial statements of business acquired.           

        It is impracticable to provide the audited financial
                  statements of Wayfarer for the periods required at the date of
           this report. The Company intends to file such financial
                 statements as are required to be filed as soon as they become
                 available and in any event not later than September 14, 1998.

(b)      Pro forma financial information.                     

          It is impracticable to provide the pro forma financial
                 information required pursuant to Article 11 of Regulation S-X
                at the date of this report. The Company intends to file such
                  pro forma financial information as are required to be filed as
                 soon as they become available and in any event not later than
September 14, 1998.                         

  (c)      The following exhibits are attached and filed herewith:

                                                                [Download Table]

Exhibit No.                Description                      
-----------                -----------                      
                                                            
  2.1        Agreement and Plan of Reorganization dated as  
             of June 18, 1998, by and among The Vantive     
             Corporation, Wayfarer Communications, Inc. and 
             Revo Acquisition Corporation.                  

             The above agreement contains a list identifying
             all exhibits and schedules thereto not filed as
             a part of Exhibit 2.1. The Company agrees to   
             furnish supplementally a copy of any omitted   
             exhibits or schedules to the Securities and    
             Exchange Commission upon request.              

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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.                                           

                     THE VANTIVE CORPORATION

Date:  July 14, 1998                   By: /s/ David Schellhase                 
                            ----------------------
                      David Schellhase
                                        Vice President and General Counsel

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 EXHIBIT INDEX

                                                                [Download Table]

Exhibit No.        Description                                          
-----------        -----------                                          
                                                                        
    2.1        Agreement and Plan of Reorganization dated as of June 18,
               1998, by and among The Vantive Corporation, Wayfarer     
               Communications, Inc. and Revo Acquisition Corporation    

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		9/14/98		3					8-K/A
Filed on:		7/15/98							8-K
		7/14/98		4					424B2
For Period End:		6/30/98		1		2			10-Q,  10-Q/A,  8-K,  8-K/A
		6/18/98		2		5			8-K
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