UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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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 28, 2000
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(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
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (408) 863-9900
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(Not Applicable)
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(Former name or former address, if changed since last report)
<PAGE>
Item 5. OTHER EVENTS
On January 28, 2000, Rational Software Corporation, a Delaware corporation and
the registrant herein, announced that it has entered into an agreement to sell
$425 million of 5% convertible subordinated notes (not including an over-
allotment option of up to $75 million) to qualified institutional buyers. The
notes are convertible into shares of Rational's common stock at a purchase
price of approximately $71.44 and will be due February 1, 2007. 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
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99.1 Press Release dated January 28, 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 31, 2000
Timothy A. Brennan,
Chief Financial Officer and Secretary
Rational Software Announces Pricing of $425 Million of Convertible Subordinated
Notes in a Private Offering
CUPERTINO, Calif.-January 28, 2000-Rational Software Corporation (Nasdaq:
RATL), the e-development company, today announced that it has entered into an
agreement to sell $425 million in aggregate principal amount of convertible
subordinated notes in a private offering. The offering is expected to close
on February 2, 2000.
The Company is selling $425 million in aggregate principal amount of 5%
Convertible Subordinated Notes due February 1, 2007 under Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"). The Company has
granted the initial purchasers the right to purchase an additional $75 million
aggregate principal amount of these convertible notes.
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.
