Borland Software Corp – ‘8-K’ for 11/18/96

As of:  Tuesday, 12/3/96   ·   For:  11/18/96   ·   Accession #:  1012870-96-748   ·   File #:  1-10824

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     14K 

Document Table of Contents

8-K
1st Page of 4
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
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)  November 18, 1996             
                                              --------------------------

BORLAND INTERNATIONAL, INC. 
----------------------------------------------------------------------------    
(Exact name of registrant as specified in charter)  

                                                                [Download Table]

                                                                             
       Delaware                         33-80946            94-2895440       
-----------------------------------------------------------------------------
(State or other jurisdiction          (Commission         (IRS Employer      
     of incorporation)                File Number)       Identification No.) 


100 Borland Way, Scotts Valley, California                   95066-3249 
-----------------------------------------------------------------------------   
(Address of principal executive offices)                         (Zip Code)     

Registrant's telephone number, including area code   (408) 431-1000             
                                                  ------------------------

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

8-K
2nd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 2nd
ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS                                   

     On November 18, 1996, pursuant to an Agreement and Plan of Merger dated May
11, 1996, as amended, (the "Agreement"), among Borland International, Inc., a   
Delaware corporation (the "Company"), Aspen Acquisition Corp., a Delaware       
corporation and a direct, wholly-owned subsidiary of the Company ("Sub"), and   
Open Environment Corporation, a Delaware corporation ("OEC"), the Company       
acquired each issued and outstanding share of common stock of OEC through the   
merger of Sub with and into OEC, which became a wholly-owned subsidiary of the  
Company. Under the terms of the Agreement, stockholders of OEC received an      
aggregate of approximately 4,975,000 shares of the Company's common stock. In   
addition, options to acquire approximately 1,190,216 shares of the Company's    
common stock were assumed for all the outstanding options held by the employees 
and directors of OEC. The exchange ratio for the conversion into the Company's  
common stock was .66 shares for each outstanding share of OEC common stock and  
each share of OEC common stock subject to an option. The acquisition was        
accounted for as a pooling of interests.                                        

Prior to the acquisition, no material relationship existed between the
Company and OEC or any of its affiliates, any director or officer of the        
Company, or any associate of any such director or officer.                      

OEC develops, markets and supports software that enables companies to 
create applications for distributed client/server computing systems.            

ITEM 5.  OTHER EVENTS.                                                          

  On November 25, 1996, the Company entered into a thirty-month employment
agreement with Delbert W. Yocam commencing on December 2, 1996 pursuant to which
the Company will employ Mr. Yocam as its Chairman of the Board and Chief        
Executive Officer.                                                              

2 

8-K
3rd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 3rd
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.                                     

   (a) The financial statements required pursuant to Rule 3-05 of Regulation
S-X were previously reported in the Company's Registration Statement on Form    
S-4, as filed with the Securities and Exchange Commission on October 11, 1996,  
and pursuant to General Instruction B.3. of Form 8-K are not additionally       
reported herein.                                                                

   (b) As of the date of this report, it is impracticable for the Company to
provide the financial information required pursuant to Article 11 of Regulation 
S-X. These financial statements will be filed by Borland as an amendment to the 
Form 8-K as soon as possible, but in any event no later than 60 days after the  
date of this report.                                                            

                                                                [Download Table]


(c) Exhibits.                                                         
                                                                      

 Exhibit No.                          Description                     
--------------   -----------------------------------------------------
     2.1*        Agreement and Plan of Merger dated May 11, 1996      
                 among Borland International, Inc., Aspen Acquisition 
                 Corp. and Open Environment Corporation.              

* Filed as an exhibit to the Company's Registration Statement on Form S-4       
filed with the Securities and Exchange Commission on October 11, 1996 and   
incorporated herein by reference.                                           

3 

8-K
Last Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 4th
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.                                           

                                               BORLAND INTERNATIONAL, INC.

                                                /s/ Paul W. Emery, III
Date:  December 3, 1996                         By: _______________________     
                                              Paul W. Emery, III

4 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		12/3/96		4
		12/2/96		2
		11/25/96		2
For Period End:		11/18/96		1		2			8-K/A,  S-8
		10/11/96		3					S-4
		5/11/96		2		3
									List all Filings