UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): February 16, 2000
--------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-12167 54-1217099
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
18880 HOMESTEAD ROAD, CUPERTINO, CA 95014
------------------------------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (408) 863-9900
--------------------------
(Not Applicable)
------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. OTHER EVENTS
On February 16, 2000, Rational Software Corporation, a Delaware corporation
and the registrant herein, announced that it had completed the private
placement of $500 million (including proceeds from the over-allotment option)
of 5% Convertible Subordinated Notes due 2007 to qualified institutional
investors. A copy of the press release is filed as Exhibit 99.1 and
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Ehibits
Exhibit No. Description
- ---------- -------------------------------------------------------
99.1 Press Release dated February 16, 2000 released by the Company
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.
RATIONAL SOFTWARE CORPORATION
(Registrant)
February 18, 2000 /s/ Timothy A. Brennan
Timothy A. Brennan,
Chief Financial Officer and Secretary
Rational Software Announces sale of additional $75 Million of Convertible
Subordinated Notes in a Private Offering
CUPERTINO, Calif., Feb. 16
Rational Software Corporation (Nasdaq: RATL), the e-development company, today
announced that the initial purchasers in its recent $425 million, 5%
Convertible Subordinated Notes offering have exercised their option to
purchase an additional $75 million of Notes. Rational announced on January 27,
2000 that it had sold $425 million of 5% Convertible Subordinated Notes in an
offering to qualified institutional investors and that it had granted the
initial purchasers of the Notes an option to purchase an additional $75
million of Notes to cover over-allotments. The closing of the additional $75
million of Notes took place on February 10, 2000.
The Company stated that it intends to use the net proceeds of the convertible
note offering for working capital and for other general corporate purposes.
The notes are convertible into shares of Rational's common stock at a
conversion price of $71.44 per share. The securities have not been registered
under the Securities Act or any state securities laws and, unless so
registered, may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such offering would
be unlawful.
About Rational Software Corporation
Rational Software Corporation, the e-development company, helps
organizations develop and deploy software for e-business, e-infrastructure,
and e-devices through a combination of tools, services and software
engineering best practices. Rational's e-development solution helps
organizations overcome the e-software paradox by accelerating time to market
while improving quality. Rational's integrated solution simplifies the
process of acquiring, deploying and supporting a comprehensive software
development platform, reducing total cost of ownership. International Data
Corporation (IDC) has recognized Rational as the leader in multiple segments
of the software development life-cycle management market for three years in a
row. Founded in 1981, Rational, one of the world's largest Internet software
companies, had revenues of $411 million in its fiscal year that ended in
March, 1999 and employs more than 2,000 people around the world.
