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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): November 27, 2000.
Rational Software Corporation
(Exact name of registrant as specified in its charter)
Delaware 000-12167 54-1217099
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
18880 Homestead Road
Cupertino, California 95014
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Address of principal executive offices
(408) 863-9900
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Registrant's telephone number, including area code
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ITEM 5. OTHER EVENTS
On November 27, 2000, Rational Software Corporation, Catapulse Inc.,
Paul Levy, Michael Devlin, and certain other parties entered into an Agreement
and Plan of Reorganization pursuant to which Rational agreed to acquire all of
the outstanding shares of Catapulse not owned by it pursuant to a merger
transaction. A copy of the Agreement and Plan Reorganization, as amended and
restated, which provides for the merger of Catapulse with and into Rational, is
attached hereto as Exhibit 99.1.
Under the terms of the merger, Rational will issue 0.0825 shares of
Rational common stock for each share of Catapulse capital stock outstanding at
the effective time of the merger, and will assume the options, warrants and
other rights to acquire shares of Catapulse capital stock with appropriate
adjustments based upon the exchange ratio. Shares of Catapulse stock owned
by Rational will be cancelled in the merger. In lieu of fractional shares of
Rational common stock, Catapulse stockholders will receive cash in payment for
any such fractional share.
The merger will not be completed unless the conditions contained in the
Agreement and Plan of Reorganization are satisfied or waived, including:
. the approval of the issuance of shares of Rational common stock in the
merger by the requisite vote of the stockholders of Rational pursuant to
the rules of the Nasdaq National Market, as well as by a majority of the
shares of the disinterested stockholders of Rational,
. the approval of the Agreement and Plan of Reorganization and the merger
by the requisite vote of the stockholders of Catapulse under the
certificate of incorporation of Catapulse and the Delaware General
Corporation Law, as well as by a majority of the outstanding shares of
the disinterested stockholders of Catapulse,
. the effectiveness of a Form S-4 Registration Statement for the
registration of the shares to be issued in the merger,
. there has not been any action or event that has had a material adverse
effect on Rational or Catapulse, and
. the receipt of certain regulatory approvals or the expiration of
applicable waiting periods, including under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
Accordingly, there can be no assurances that the merger will occur.
The Merger Agreement may be terminated (1) by mutual agreement of the
parties thereto, (2) if the merger is not completed on or before June 30, 2001,
or (3) if certain other specified events occur before June 30, 2001.
The merger will be accounted for by Rational under the purchase method of
accounting.
The foregoing summary is qualified in its entirety by reference to the
Agreement and Plan of Reorganization attached hereto.
The information set forth in Rational's press release dated November
27, 2000 and attached hereto as Exhibit 99.2 is incorporated by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
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Number Description
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99.1 Agreement and Plan and Reorganization dated as of November
27, 2000, as amended and restated, by and among Rational
Software Corporation, Reindeer Acquisition Corporation,
Catapulse Inc., Paul Levy and Michael Devlin, U.S. Bank
Trust, National Association as Escrow Agent, and Paul Levy
as Securityholder Agent.
99.2 Press release announcing the signing of the Agreement and
Plan of Reorganization.
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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.
RATIONAL SOFTWARE CORPORATION
/s/ Timothy Brennan
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Timothy Brennan, Chief Financial Officer and
Secretary
Date: December 13, 2000
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Exhibit Index.
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Number Description
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99.1 Agreement and Plan and Reorganization
dated as of November 27, 2000, as
amended and restated, by and among
Rational Software Corporation, Reindeer
Acquisition Corporation, Catapulse Inc.,
Paul Levy and Michael Devlin, U.S. Bank
Trust, National Association as Escrow
Agent, and Paul Levy as Securityholder
Agent.
99.2 Press release announcing the signing of
the Agreement and Plan of
Reorganization.
