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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: April 7, 2000
Active Software, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 000-26367 94-3232772
State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification
No.)
3333 Octavius Drive
Santa Clara, CA 95054
(Address of principal executive offices, including zip code)
(408)988-0414
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On April 21, 2000, Active Software, Inc., (the "Company") filed a Form 8-K
to report the completion of its acquisition of TransLink Software, Inc. Pursuant
to Item 7 of the Form 8-K, Active Software indicated that it would file certain
financial information no later than the date required by Item 7 of Form 8-K.
This Amendment No. 1 is being filed to provide such financial information.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
The following audited financial statements of TransLink Software, Inc. are
included as Exhibit 99.1 to the Current Report on Form 8-K and are incorporated
herein by this reference:
Independent Auditors' Report
Balance Sheets as of December 31, 1998 and 1999
Statements of Operations for the Years Ended December 31, 1998 and 1999
Statements of Shareholders' Equity for the Years Ended December 31,
1998 and 1999
Statements of Cash Flows for the Years Ended December 31, 1998 and 1999
Notes to Financial Statements for the Years Ended December 31, 1998 and
1999
The following unaudited interim financials statements of TransLink
Software, Inc. are included as Exhibit 99.2 to this Current Report on Form 8-K
and are incorporated herein by this reference:
Condensed Balance Sheet as of March 31, 2000 (unaudited)
Condensed Statements of Operations for the three months ended March
31, 1999 and 2000 (unaudited)
Condensed Statements of Cash Flows for the three months ended March
31, 1999 and 2000 (unaudited)
Notes to Unaudited Condensed Financial Statements
(b) Pro Forma Financial Information
The following unaudited pro forma financial information of the Company is
included as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated
herein by this reference:
Basis of Presentation
Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31,
2000
Unaudited Pro Forma Condensed Combined Statement of Operations for the
three months ended March 31, 2000
Unaudited Pro Forma Condensed Combined Statement of Operations for the
Year Ended December 31, 1999
Notes to Unaudited Pro Forma Condensed Combined Financial Information
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(c) Exhibits
The Exhibits that are filed with this Current Report on Form 8-K are
set forth in the Exhibit Index to this Current Report on Form 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.
Active Software, Inc.
Dated: June 12, 2000 By: /s/ JON A. BODE
Jon A. Bode
Chief Financial Officer
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Exhibit Index
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Exhibit
Number Exhibit
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2.1 Agreement and Plan of Reorganization dated as of February 27, 2000, by
and among TransLink Software, Inc., Active Software, Inc. and Zodiac
Acquisition Corp. (previously filed)
2.2 First Amendment to Agreement and Plan of Reorganization dated as of
March 15, 2000, by and among Translink Software, Inc., Active Software,
Inc. and Zodiac Acquisition Corp. (previously filed)
23.1 Independent Auditors' Consent
99.1 The following audited financial statements of TransLink Software Inc.:
Independent Auditors' Report
Balance Sheets as of December 31, 1998 and 1999
Statements of Operations for the Years Ended December 31, 1998 and
1999
Statements of Shareholders' Equity for the Years Ended December 31,
1998 and 1999
Statements of Cash Flows for the Years Ended December 31, 1998 and
1999
Notes to Financial Statements for the Years Ended December 31, 1998
and 1999
99.2 The following unaudited interim financials statements of TransLink
Software Inc.:
Condensed Balance Sheet as of March 31, 2000 (unaudited)
Condensed Statements of Operations for the three months ended March
31, 1999 and 2000 (unaudited)
Condensed Statements of Cash Flows for the three months ended March
31, 1999 and 2000 (unaudited)
Notes to Unaudited Condensed Financial Statements
99.3 The following unaudited pro forma financial information of Active
Software Inc.:
Basis of Presentation
Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31,
2000
Unaudited Pro Forma Condensed Combined Statement of Operations for the
three months ended March 31, 2000
Unaudited Pro Forma Condensed Combined Statement of Operations for
the Year Ended December 31, 1999
Notes to Unaudited Pro Forma Condensed Combined Financial Information
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