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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 4, 1999
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BOOLE & BABBAGE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-132-58 94-1651571
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation)
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
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This Amendment No. 1 to Form 8-K amends and restates the Form 8-K filed
by Boole & Babbage, Inc. on January 8, 1999.
Item 5. Other Events.
On January 4, 1999, Boole & Babbage, Inc., a Delaware corporation
("Boole"), issued a press release addressing further developments in the ongoing
litigation among Platinum technology, inc. ("Platinum"), Boole and BMC Software,
Inc., including the fact that Platinum withdrew its Motion For Preliminary
Injunction in which it sought to void the merger agreement between Boole and BMC
Software, Inc. ("BMC") and to require Boole to negotiate exclusively with
Platinum for an uninterrupted 120-day period. A copy of that press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference. Based
on Platinum's press release issued on January 5, 1999, Boole understands that
Platinum is now seeking damages of at least $30 million from Boole for breach of
contract and that Platinum has dropped all claims against BMC.
Boole believes, although there can be no assurance, that the claims by
Platinum are without merit, and Boole intends to continue to vigorously defend
itself against the allegations in Platinum's amended complaint. In addition,
Boole believes, although there can be no assurance, that the litigation will not
have an adverse effect on the proposed merger with BMC and that if a judgment is
rendered against Boole in the litigation, or if Boole and Platinum agree to
settle the litigation, neither the judgment nor the settlement would have a
material adverse effect on the business, financial condition or results of
operations of Boole. Boole also continues to believe that the BMC merger
agreement is in the best interests of its stockholders.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of Boole & Babbage, Inc. dated January 4, 1999.
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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.
BOOLE & BABBAGE, INC.
Date: February 26, 1999 By: /s/ Arthur Knapp
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Name: Arthur Knapp
Title: Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release of Boole & Babbage, Inc. dated January 4, 1999.
EXHIBIT 99.1
Boole & Babbage Announces That Platinum Technology Withdraws Motion for
Preliminary Injunction
SAN JOSE, Calif.--(BUSINESS WIRE)--Jan. 4, 1999--Boole & Babbage, Inc.
(Nasdaq:BOOL) today announced that Platinum Technology, Inc. (Nasdaq:PLAT)
withdrew its Motion For Preliminary Injunction in which it sought to void the
merger agreement between Boole and BMC Software, Inc. (Nasdaq:BMCS) and to
require Boole to negotiate exclusively with Platinum for an uninterrupted
120-day period.
The hearing on Platinum's Motion that was originally scheduled for Jan. 6, 1999
has been canceled by Platinum. Accordingly, Platinum's efforts to enjoin the
merger have been abandoned.
Boole also announced that Platinum has advised Boole and BMC that it intends to
drop its claims against BMC.
Platinum originally filed its Complaint against Boole and BMC on Nov. 13, 1998
in the Circuit Court of the Eighteenth Judicial Circuit Chancery Division,
Dupage County, Wheaton, Ill.
Platinum recently filed under seal a motion for leave to amend its Complaint,
and Boole recently filed a motion for leave to assert a counterclaim challenging
Platinum's allegations. On Jan. 4, 1999, Platinum and the Court agreed to permit
Boole to file its counterclaim, and the Court set a hearing for Jan. 22, 1999 on
Platinum's motion for leave to amend its Complaint.
Boole continues to believe that the claims by Platinum are without merit and
intends to continue to vigorously defend itself against such claims. Boole also
continues to believe that the BMC merger agreement is in the best interests of
its stockholders.
Except for the historical information contained herein, the matters discussed in
this news release are forward-looking statements that involve risks and
uncertainties, including (a) risks and uncertainties relating to the Platinum
litigation and the likelihood and timing of the proposed transaction between
Boole and BMC, and (b) risks and uncertainties detailed from time to time in
Boole's SEC reports, including its Form 10-K Annual Report for fiscal 1998 and
the Form S-4 Registration Statement relating to the BMC merger, filed by BMC on
Nov. 13, 1998.
About Boole & Babbage
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
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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.
Note to Editors: Boole & Babbage is a registered trademark of Boole & Babbage,
Inc. All other names and trademarks are property of their respective owners.
CONTACT: Boole & Babbage
Arthur Knapp, 408/526-3333
[email protected]
