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) October 20, 2000
CALIFORNIA SOFTWARE CORPORATION
(Exact name of registrant a specified in its charter)
Nevada 001-155769 88-0408446
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification No.)
of incorporation)
2485 McCabe Way, 2nd Floor, Irvine, California 92618
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 553-
8900
2901 South Pullman Street, Santa Ana, California 92705
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 20, 2000, California Software Applications, Inc.,
a Nevada corporation and wholly owned subsidiary of California
Software Corporation ("CSC") acquired Software Connections, Inc.,
a Virginia corporation (dba ALE Systems, Inc.) ("SCI") (the
"Acquisition"). The Acquisition was achieved pursuant to an
Asset Purchase Agreement (the "Agreement"), dated October 20,
2000, by and among CSC, SCI, and Gayle P. Goodrich, the sole
shareholder of SCI. In connection with the Acquisition, the sole
shareholder of SCI received an initial cash payment of
$750,000.00, a potential additional payment of up to $2,500,000
pursuant to an earn-out provision as set forth in the Agreement,
and one million options to purchase the common stock of CSC as
set forth in the Agreement. In determining the aggregate
purchase price for SCI, CSC took into account the value of
companies of similar industry and size to SCI, comparable
transactions, and the market for such companies generally.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF SCI. Financial statements of
SCI required to be filed pursuant to this section are not
available at this time. Such financial statements will be filed
by CSC as soon as practicable by an amended Current Report on
Form 8-K which will be filed within sixty (60) days after the
required filing date of this Current Report on Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION. The pro forma
financial statements of CSC required to be filed pursuant to this
section are not available at this time. Such pro forma financial
information will be filed by CSC as soon as practicable by an
amended Current Report on Form 8-K which will be filed within
sixty (60) days after the required filing date of this Current
Report on Form 8-K.
(c) EXHIBITS.
2.1 Asset Purchase Agreement, dated October 20, 2000, by and
among California Software Corporation, Inc., Software
Connections, Inc., Gayle P. Goodrich, and California Software
Applications, Inc.
99.1 Text of Press Release, dated October 23, 2000.
SIGNATURE
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: November 1, 2000 CALIFORNIA SOFTWARE CORPORATION, INC.
By:/s/ Lawrence J. Jagiello
Lawrence J. Jagiello, Chief
Financial Officer
