<PAGE>
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
October 17, 1997 (October 3, 1997)
----------------------------------
Date of Report (Date of earliest event reported)
PLATINUM technology, inc.
-------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-19058 36-3509662
-------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1815 South Meyers Road, Oakbrook Terrace, Illinois 60181
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (630) 620-5000
--------------
<PAGE>
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On October 3, 1997, the Company issued a total of 364,396 shares of its
common stock, par value $.001, as part of the consideration for the acquisition
of outstanding securities of ProMetrics Group Limited ("ProMetrics"), an English
corporation engaged in the productivity management software business, which is
now wholly-owned by the Company. The shares of the Company's stock were issued
pursuant to the share purchase agreement and Regulation S. The sellers of
ProMetrics securities were not U.S. persons, the sale and issuance occurred in
England in an offshore transaction, offering restrictions were implemented
pursuant to the agreement, and the transaction was otherwise in compliance with
Regulation S. There were no underwriters or other distributors.
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.
Date: October 17, 1997 By: /s/ Michael C. Wyatt
---------------- -----------------------------
Name: Michael C. Wyatt
Title: Senior Vice President and
General Counsel