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UNITED STATES
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): December 11, 1997
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PLATINUM technology, inc
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-19058 36-3509662
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.
1815 S. Meyers Road, Oakbrook Terrace, IL 60181
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (630) 620-5000
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Item 5. Other Events.
On December 11, 1997, the Registrant issued the press release attached
hereto as Exhibit 99.1 announcing its issuance of $150 million in aggregate
principal amount of its 6.25% Convertible Subordinated Notes due 2002. The
information contained in this press release is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of Registrant dated December 11, 1997
Item 9. Sales of Equity Securities Pursuant to Regulation S
On December 16, 1997, the Registrant issued $150 million in aggregate
principal amount of its 6.25% Convertible Subordinated Notes due 2002 (the
"Notes"). The Notes are unsecured subordinated obligations of the Registrant
and mature on December 15, 2002. The Notes bear interest at a rate of 6.25% per
annum, payable semi-annually on June 15 and December 15 of each year, commencing
on June 15, 1998. The Notes are convertible into common stock of the Registrant
at a conversion price of $36.0525 per share (equivalent to a conversion rate of
approximately 27.74 shares per $1,000 principal amount of notes). The Notes are
subject to redemption by the Registrant, from December 15, 2000 through December
14, 2001 at a redemption price of 102.50% of the principal amount and from
December 15, 2001 through December 2002 at a redemption price of 101.25% of the
principal amount. The Notes are issued under an Indenture, between the
Registrant and American National Bank and Trust Company of Chicago, as Trustee,
dated as of December 15, 1997.
Pursuant to a Purchase Agreement, between the Company and Deutsche
Morgan Grenfell Inc. and Donaldson, Lufkin & Jenrette Securities Corporation
(the "Initial Purchasers") dated as of December 11, 1997, the Notes were
initially sold to the Initial Purchasers, at a price equal to the principal
amount of the Notes purchased less a discount of 3% of such principal amount,
pursuant to the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended (the "Act"), in a transaction not involving
any public offering. The Notes were then resold (a) to "qualified institutional
buyers" (as defined in Rule 144A under the Act) ("QIBs") in compliance with Rule
144A, and (b) outside the United States to persons other than United States
persons ("Non-U.S. Persons," which term includes dealers or other professional
fiduciaries in the United States acting on a discretionary basis for Non-U.S.
beneficial owners (other than an estate or trust)) in reliance upon Regulation S
under the Act. Of the $150 million in aggregate principal amount of Notes resold
by the Initial Purchasers, $147.25 million in principal amount was sold pursuant
to Rule 144A and $2.75 million in principal amount was sold pursuant to
Regulation S. Each purchaser of the Notes purchasing pursuant to Regulation S
was deemed to have represented that (i) it purchased the Notes for its own
account or an account
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with respect to which it exercises sole investment discretion and (ii) it or
such account is a non-U.S. person that is outside the United States (or Non-U.S.
Person that is a dealer or other fiduciary as referred to above). The
transaction was consummated in compliance with the other requirements of
Regulation S.
The net proceeds from the sale of Notes will be used for general
corporate purposes, including working capital, and to reduce the sale of
installment receivables in the future.
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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.
PLATINUM technology, inc.
Dated: December 18, 1997 By: /s/ LARRY FREEDMAN
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Larry Freedman
Vice President, General Counsel and
Secretary
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Exhibit Index
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Exhibit # Item
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99.1 Press Release of Registrant dated December 11, 1997
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Exhibit 99.1
PLATINUM technology, inc.
Prices $150 Million Convertible Subordinated Note Offering
OAKBROOK TERRACE, Ill., December 11, 1997 -- PLATINUM technology, inc. (NASDAQ:
PLAT) announced today that it has entered into an agreement to sell $150 million
of its 6 1/4% Convertible Subordinated Notes due 2002 in an offering within the
United States to qualified institutional buyers and outside the United States to
non-U.S. investors.
The offering is expected to close on December 16, 1997. The Registrant has
granted the initial purchasers a 30-day option to purchase up to an additional
$22.5 million of notes to cover over-allotments, if any.
The notes will be convertible into common stock of the Registrant at a
conversion price of $36.0525 per share (equivalent to a conversion rate of
approximately 27.74 shares per $1,000 principal amount of notes), representing
an initial conversion premium of 38% for a total of approximately 4.16 million
shares of common stock of the Registrant (4.79 million shares if the initial
purchasers' over-allotment option is exercised in full). The notes have a five
year term and will be non-callable for the first three years.
The company intends to use the net proceeds of the offering for general
corporate purposes, including working capital and to reduce the sale of
installment receivables in the future.
The offered securities 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.
