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 13, 1998
Boole & Babbage, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-132-58 94-1651571
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
3131 Zanker Road
San Jose, California 95134-1933
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 526-3000
_______________________________
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On November 13, 1998, Platinum Technology, Inc. filed a Complaint and
Motion for Preliminary Injunction in the Circuit Court of the Eighteenth
Judicial Circuit Chancery Division, Dupage County, Wheaton, Illinois. The
Complaint alleges that Boole & Babbage is in breach of a standstill and
exclusive negotiation agreement with Platinum, and further that BMC Software,
Inc. tortiously interfered with such alleged agreement when it negotiated and
executed the merger agreement between Boole & Babbage and BMC Software announced
on November 2, 1998. Platinum seeks entry of an injunction voiding the BMC
merger agreement and requiring Boole & Babbage to negotiate exclusively with
Platinum for an uninterrupted 120-day period.
Boole & Babbage is currently evaluating the Complaint but believes that
the claims by Platinum are without merit, and intends to vigorously defend
itself against the allegations in the Complaint. Boole & Babbage continues to
believe that the BMC merger agreement is in the best interests of its
shareholders. On November 16, 1998, Boole & Babbage issued a press release
relating to such lawsuit. A copy of the press release is attached hereto as
Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Description
99.1 Press Release dated November 16, 1998.
<PAGE>
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.
BOOLE & BABBAGE, INC.
/s/ Arthur Knapp
---------------------------------
Arthur Knapp
Senior Vice President and Chief
Financial Officer
Dated: November 17, 1998
Contact: Arthur Knapp For Immediate Release
Chief Financial Officer
408-526-3333
[email protected]
BOOLE & BABBAGE ANNOUNCES FILING OF MOTION FOR PRELIMINARY
INJUNCTION BY PLATINUM TECHNOLOGY
SAN JOSE, California, November 16, 1998 -- Boole & Babbage, Inc. (Nasdaq: BOOL)
today announced that Platinum Technology, Inc. (Nasdaq: PLAT) filed a Complaint
and Motion for Preliminary Injunction on November 13, 1998 in the Circuit Court
of the Eighteenth Judicial Circuit Chancery Division, Dupage County, Wheaton,
Illinois. The complaint alleges that Boole is in breach of a standstill and
exclusive negotiation agreement with Platinum, and further, that BMC Software,
Inc. (Nasdaq: BMCS) tortiously interfered with such alleged agreement when it
negotiated and executed the merger agreement announced on November 2, 1998.
Platinum seeks entry of an injunction voiding this merger agreement and
requiring Boole to negotiate exclusively with it for an uninterrupted 120-day
period.
The Company is currently evaluating the complaint but believes that the claims
by Platinum are without merit, and intends to vigorously defend itself against
the allegations in the complaint. The Company continues to believe that the BMC
merger agreement is in the best interests of its shareholders.
Except for the historical information contained herein, the matters discussed in
this news release are forward-looking statements that involve risks and
uncertainties, including timely development and market acceptance of new
products, the impact of competitive products particularly from larger companies
with more resources, and worldwide economic conditions as they affect the
spending intentions of the Company's customers, as well as the other risks
detailed from time to time in the Company's SEC reports, including the Form 10-K
for fiscal 1997, the Form 10-Q for June 30, 1998 and the Form S-4 filed on
November 13, 1998.
About Boole & Babbage, Inc.
Boole & Babbage is a leader in availability and service level management for
distributed systems. Its Enterprise Automation product lines provide a flexible
and scaleable set of solutions used by many Fortune 1000 companies to centralize
all the IT operations, including systems, applications, databases, middleware,
and Web technologies, into a coherent business view to reduce overall business
costs.
Founded in 1967 and named after two 19th Century forerunners to the modern
computing industry (George Boole--of Boolean algebra and Charles Babbage--the
Babbage Computing Machine) the Company today is the oldest publicly-traded
independent software vendor in the systems management industry with revenues of
about $225 million, 930 employees and 43 offices in 26 countries. For more
investor information, visit us on the Web at www.boole.com, or call (800)
722-6653, ext. 3417.
###
