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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 28, 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 May 28, 1998, PLATINUM technology, inc. (the "Company") acquired all of
the outstanding shares of capital stock of Logic Works, Inc. ("Logic
Works") from the stockholders of Logic Works in exchange for up to
7,466,259 shares of common stock, $.001 par value per share ("Common
Stock"), of the Company, pursuant to an Agreement and Plan of Merger dated
March 14, 1998 (the "Merger Agreement") by and among the Company, PT
Acquisition Corporation II, a wholly-owned subsidiary of the Company, and
Logic Works. In addition, pursuant to the Merger Agreement, the Company
assumed stock options which converted into options to purchase up to
1,159,591 shares of the Company's Common Stock. Logic Works is a provider
of client/server database design and business process modeling software.
Other information required by this Item is included in the Company's
Registration Statement on Form S-4 Registration Statement No. 333-50615
(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 May 28, 1998, the Registrant issued the press release attached hereto as
Exhibit 99.1 announcing its acquisition of Logic Works, 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 May 28, 1998
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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 29, 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 May 28, 1998
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For More Information
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Analyst Contact: Investor Contact: Press Contact:
Michael Cullinane Maria Dalesandro Rich Dobinski
Chief Financial Officer Investor Relations Analyst Sr. Media Relations Specialist
(630) 620-5000 (630) 691-0771 (630) 691-0657
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PLATINUM technology Completes Merger with Logic Works
Thursday, May 28, 1998 06:03 PM
OAKBROOK TERRACE, Ill--(BUSINESS WIRE)--May 28, 1998--PLATINUM technology, inc.
(NASDAQ:PLAT) today announced that it has completed its acquisition of Logic
Works, Inc. as of the close of business today, after a vote by Logic Works
stockholders in favor of the transaction. Each share of Logic Works common stock
has been automatically converted into .5769 of a share of PLATINUM common stock
pursuant to the merger agreement. Logic Works is now a wholly-owned subsidiary
of PLATINUM, and is a part of PLATINUM's application lifecycle solutions
division.
About Logic Works
Logic Works is a leading provider of modeling and design solutions. These
solutions cover client/server database design, data warehouse, and business
process reengineering. Logic Works' tools are adaptable to a wide variety of
leading technologies, providing an open and easy-to-use solution. Logic Works is
based in Princeton, New Jersey, with Federal government offices in Washington,
DC, and international offices in Australia, the United Kingdom and Germany.
Logic Works also has key distributors in the Far East and in 42 countries
worldwide. For more information on Logic Works' products and services, visit the
Logic Works Web side at www/logicworks.com. On CompuServe, type GO LOGICWORKS.
About PLATINUM technology
PLATINUM technology, headquartered in Oakbrook Terrace, Illinois with 1997
revenues of over $664 million, provides software and services that help IT
organizations manage and improve the IT infrastructure. Solutions include
database and systems management, data warehousing and decision support,
application lifecycle, and Year 2000 reengineering. For information visit
www.platinum.com.
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.
