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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): April 21, 1998
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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 South Meyers Road, Oakbrook Terrace, Illinois 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 2. Acquisition of Assets.
(a) On April 21, 1998, PLATINUM technology, inc. (the "Company") acquired all
of the outstanding shares of capital stock of Mastering, Inc. ("Mastering")
from the shareholders of Mastering in exchange for 6,480,865 shares of
common stock, $.001 par value per share ("Common Stock"), of the Company,
pursuant to an Agreement and Plan of Merger by and among the Company, PT
Acquisition Corporation I, a wholly-owned subsidiary of the Company, and
Mastering. In addition, the Company assumed stock options which converted
into options to purchase 2,196,721 shares of the Company's Common Stock.
Mastering is an educational services company that provides corporate
training products and services.
Other information required by this Item is included in the Company's
Registration Statement on Form S-4, as amended, Registration Statement No.
333-49875 (the "S-4 Registration Statement"), and is omitted from this
report pursuant to Instruction B.3 to Form 8-K.
Item 5. Other Events.
On April 21, 1998, the Registrant issued the press release attached hereto
as Exhibit 99.1 announcing its acquisition of Mastering, Inc. The
information contained in this press release is incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release of Registrant dated April 21, 1998
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
PLATINUM technology, inc.
Dated: May 6, 1998 By: /s/ LARRY S. FREEDMAN
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Larry S. Freedman
Senior Vice President and General Counsel
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Exhibit Index
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Exhibit # Item
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99.1 Press Release of Registrant dated April 21, 1998
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For More Information
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Analyst Contact: Investor Contact: Press Contact:
Michael Cullinane Maria Dalesandro Keith Reehl
Chief Financial Officer Investor Relations Analyst Sr. Public Relations Specialist
(630)620-5000 (800)655-9985, x.5 (630)691-0681
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FOR IMMEDIATE RELEASE
PLATINUM technology, inc. COMPLETES MERGER
WITH MASTERING, INC.
OAKBROOK TERRACE, IL, APRIL 21, 1998 - PLATINUM technology, inc. (NASDAQ: PLAT)
announced that it has consummated its acquisition of Mastering, Inc. as of the
close of business today, after a vote by Mastering stockholders in favor of the
transaction. Each share of Mastering Common Stock has been automatically
converted into 0.467 of a share of PLATINUM Common Stock pursuant to the Merger
Agreement, and Mastering, Inc. has become a wholly-owned subsidiary of PLATINUM.
About Mastering
Mastering, Inc. is a leading provider of information technology training to
Fortune 1000 companies, universities, and large governmental agencies. Since
1988, Mastering Computers, the company's IT training subsidiary, has trained
over 250,000 information technology professionals in its instructor-led one-day
FastTrack workshops, two-day MasterTrack workshops and three-day and four-day
Microsoft CertTrack training on topics including Windows NT, Windows 95,
Exchange Server, TCP/IP, Internet/intranet technology, and other client server
applications. Mastering Computers also offers one of the world's largest
multimedia computer-based training (CBT) libraries, including both IT
professional and end-user training courses focused on products from Microsoft,
Netscape, Lotus Notes, and Novell that can be delivered on CD-ROM, LAN/WAN, and
corporate intranets.
About PLATINUM technology Solutions
PLATINUM technology Solutions provides instructor-led and computer-based
training for IT topics including: database administration for DB2 and Oracle;
administration and use of open systems environments (including AIX, HP-UX,
SunOS, and Sun Solaris); data warehouse construction, administration and use;
application development (including courses on C, C++, PowerBuilder, and PLATINUM
tools); and systems management. PLATINUM technology Solutions also provides a
full range of consulting services for disciplines including: application
development, information management (including data warehousing), on-line
services (including Web site design and electronic commerce integration),
systems management, and Year 2000 conversions.
About PLATINUM technology
PLATINUM technology, headquartered in Oakbrook Terrace, Illinois, provides
software and services that help IT
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organizations manage and improve the IT infrastructure. Solutions include
database and systems management, data warehousing and decision support,
application infrastructure management, and Year 2000 reengineering. For
information visit www.platinum.com
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All PLATINUM technology, inc. product names and product category names are
trademarks of PLATINUM technology, inc. Other company names and product names
referenced herein may be trademarks or registered trademarks of the respective
corporation.
