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): January 25, 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 January 24, 2000, Rational Software Corporation, a Delaware corporation and
the registrant herein, announced a proposed private offering of convertible
subordinated notes in the amount of $250 million (not including an over-
allotment option of up to $50 million). The notes are convertible into shares
of Rational's common stock and will be due February 1, 2007. The offering will
be made to qualified institutional buyers. A copy of the press release is
filed as Exhibit 99.1 and incorporated herin by reference.
Item 7. Financial Statements and Exhibits
(c) Ehibits
Exhibit No. Description
- ---------- -------------------------------------------------------
99.1 Press Release dated January 24, 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)
January 25, 2000 /s/ Timothy A. Brennan
Timothy A. Brennan,
Chief Financial Officer and Secretary
FOR IMMEDIATE RELEASE
Contact: Thomas F. Bogan, Chief Operating Officer
(408) 863-4500
E-mail [email protected]
Timothy A. Brennan, Chief Financial Officer
(408) 863-4500
E-mail [email protected]
RATIONAL SOFTWARE ANNOUNCES PROPOSED PRIVATE OFFERING OF CONVERTIBLE
SUBORDINATED NOTES
Cupertino, Calif., January 24, 2000-Rational Software Corporation (Nasdaq:
RATL), the e-development company, today announced that it intends, subject to
market and other conditions, to raise a total of $250 million gross proceeds
through a private offering of convertible subordinated notes. The Company
stated that it intends to raise $250 million (not including an over-allotment
option of up to $50 million) through a private offering of convertible
subordinated notes. The offering will be made to qualified institutional
buyers.
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 and will be
due February 1, 2007.
The securities to be offered have not been registered under the Securities Act
of 1933, as amended (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 (Nasdaq: RATL), 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.
