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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) November 18, 1996
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BORLAND INTERNATIONAL, INC.
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(Exact name of registrant as specified in charter)
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Delaware 33-80946 94-2895440
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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100 Borland Way, Scotts Valley, California 95066-3249
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 431-1000
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 18, 1996, pursuant to an Agreement and Plan of Merger dated May
11, 1996, as amended, (the "Agreement"), among Borland International, Inc., a
Delaware corporation (the "Company"), Aspen Acquisition Corp., a Delaware
corporation and a direct, wholly-owned subsidiary of the Company ("Sub"), and
Open Environment Corporation, a Delaware corporation ("OEC"), the Company
acquired each issued and outstanding share of common stock of OEC through the
merger of Sub with and into OEC, which became a wholly-owned subsidiary of the
Company. Under the terms of the Agreement, stockholders of OEC received an
aggregate of approximately 4,975,000 shares of the Company's common stock. In
addition, options to acquire approximately 1,190,216 shares of the Company's
common stock were assumed for all the outstanding options held by the employees
and directors of OEC. The exchange ratio for the conversion into the Company's
common stock was .66 shares for each outstanding share of OEC common stock and
each share of OEC common stock subject to an option. The acquisition was
accounted for as a pooling of interests.
Prior to the acquisition, no material relationship existed between the
Company and OEC or any of its affiliates, any director or officer of the
Company, or any associate of any such director or officer.
OEC develops, markets and supports software that enables companies to
create applications for distributed client/server computing systems.
ITEM 5. OTHER EVENTS.
On November 25, 1996, the Company entered into a thirty-month employment
agreement with Delbert W. Yocam commencing on December 2, 1996 pursuant to which
the Company will employ Mr. Yocam as its Chairman of the Board and Chief
Executive Officer.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The financial statements required pursuant to Rule 3-05 of Regulation
S-X were previously reported in the Company's Registration Statement on Form
S-4, as filed with the Securities and Exchange Commission on October 11, 1996,
and pursuant to General Instruction B.3. of Form 8-K are not additionally
reported herein.
(b) As of the date of this report, it is impracticable for the Company to
provide the financial information required pursuant to Article 11 of Regulation
S-X. These financial statements will be filed by Borland as an amendment to the
Form 8-K as soon as possible, but in any event no later than 60 days after the
date of this report.
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(c) Exhibits.
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Exhibit No. Description
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2.1* Agreement and Plan of Merger dated May 11, 1996
among Borland International, Inc., Aspen Acquisition
Corp. and Open Environment Corporation.
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* Filed as an exhibit to the Company's Registration Statement on Form S-4
filed with the Securities and Exchange Commission on October 11, 1996 and
incorporated herein by reference.
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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.
BORLAND INTERNATIONAL, INC.
/s/ Paul W. Emery, III
Date: December 3, 1996 By: _______________________
Paul W. Emery, III
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