BORLAND INTERNATIONAL INC /DE/
8-K, 1997-05-12
PREPACKAGED SOFTWARE
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<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


  Date of Report (Date of earliest event reported):  May 6, 1997


- --------------------------------------------------------------------------------
                          Borland International, Inc.
               (Exact name of registrant as specified in charter)

- --------------------------------------------------------------------------------
           Delaware                  33-80946            94-2895440
(State or other jurisdiction       (Commission           (IRS Employer
       of incorporation)           File Number)       Identification No.)
- --------------------------------------------------------------------------------
 
    100 Borland Way, Scotts Valley, California     95066-3249
     (Address of principal executive offices)      (Zip Code)


     Registrant's telephone number, including area code   (408) 431-1000
                                                          --------------
- --------------------------------------------------------------------------------

                                 Not applicable
         (Former name or former address, if changed since last report)
<PAGE>
 
ITEM 5.  OTHER EVENTS.

      On May 6, 1997, Borland International, Inc. ("Borland") announced the
appointment of Kathleen Fisher as Vice President and Chief Financial Officer.
Ms. Fisher filled the vacancy resulting from the resignation of Paul Emery.


      On May 7, 1997, the Company filed a lawsuit against Microsoft Corporation
("Microsoft") in the California Superior Court in Santa Clara County.  The
lawsuit charges Microsoft with unfair competition in violation of California
law.  The lawsuit focuses on the recruiting and hiring of Borland employees by
Microsoft with the alleged purpose of damaging Borland's ability to compete with
Microsoft and seeks unspecified monetary damages and an injunction against
Microsoft's practices.

                                       2
<PAGE>
 
ITEM 7.  EXHIBITS.

  (a) Financial statements of business acquired.

            Not applicable.

  (b) Pro forma financial information.
 
            Not applicable.
 
  (c) Exhibits.
 
Exhibit No.                      Description
- -----------                      -----------
 
  99.1              Press Release of Borland dated May 6, 1997.
 
                                       3
<PAGE>
 
                                 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.



  Date:  May 9, 1997             By:  /s/ Kathleen M. Fisher
                                     ------------------------
                                       Kathleen M. Fisher
<PAGE>
 
                                 EXHIBIT INDEX
 
Exhibit No.                      Description                   Sequentially
- -----------                      -----------                   Numbered Page
                                                               -------------
 
   99.1              Press Release of Borland dated May 6, 1997.
 
 
                                       .
 

<PAGE>
 
                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE
- ---------------------
Contact:
Vallee Hubbard
Borland International, Inc.
(408) 431-4705

Susan Walker
Neale-May & Partners
(415) 328-5555 x119
[email protected]


          TOP FINANCIAL EXECUTIVE JOINS EXPANDING BORLAND TEAM AS CFO
   FORMER FINANCIAL EXECUTIVE OF AST RESEARCH INC. AND WESTERN DIGITAL CORP.
                                   APPOINTED

     SCOTTS VALLEY, Calif. -- May 6, 1997 -- Borland International, Inc.
(NASDAQ:BORL) today announced the appointment of Kathleen M. Fisher, 42, to
chief financial officer.  Fisher, who joins Borland today, brings more than 15
years of experience with multinational computer and software companies such as
AST Research Inc., Western Digital Corp. and Softbank Content Services Inc.
This appointment adds a key member to Borland's turnaround team that Borland's
chairman and CEO, Delbert W. Yocam, began assembling after joining the company
in December 1996.  Fisher succeeds Paul W. Emery, who has left the company.

     "We are delighted to have Kathy join our new executive team that is now in
place and ready to drive the revitalization of Borland," said Yocam.  "Kathy
brings to Borland extensive experience in conservative fiscal management and
insightful forecasting and planning.  With her background in managing
multimillion dollar and high-growth global companies, she will leverage her
experience to bring greater controls to Borland's financial structure."

     "I was attracted to Borland because of the dynamic turnaround plan Del has
outlined for the company, as well as Borland's solid foundation in the industry
and well-known reputation for outstanding technology," said Fisher.  "It's clear
that Del is building an energetic team that is adept at execution and well-
prepared to implement Borland's fiscal 1998 financial objectives for
profitability and growth."

     In addition to overseeing Borland's financial management, Fisher will also
be responsible for Borland's information systems and operations.  Fisher
previously held executive-level positions at technology companies such as: AST
Research Inc., Western Digital Inc., Softbank Content Services Inc. and Vitarel
Microelectronics Inc.
                                     (more)
<PAGE>
 
TOP FINANCIAL EXECUTIVE JOINS EXPANDING BORLAND TEAM AS CFO
Page 2 of 2


     Fisher received a master of business administration from the University of
Southern California, Los Angeles, and a bachelor of science in business
administration from the University of Redlands in Redlands, Calif.

     The appointment of Kathleen Fisher as CFO is the latest in a series of new
executive appointments as part of Yocam's plan aimed at strengthening Borland's
management team. Recent executive appointments to Borland include Rick LeFaivre
as chief technology officer and John Floisand as vice president of U.S. Sales.


BORLAND: MAKING DEVELOPMENT EASIER

     Borland International, Inc. (NASDAQ:BORL) is a leading provider of high-
quality software products for software application developers worldwide.
Borland is distinguished for its award-winning family of rapid application
development tools and scalable middleware technology for desktop, client/server,
intranet/Internet, and enterprise systems.  The Company's products are supported
through comprehensive corporate and independent developer programs, value added
resellers, and systems integrators.  Founded in 1983, Borland is headquartered
in  Scotts Valley, California.  For more information on Borland, customers can
visit Borland Online at http://www.borland.com.
                                      ###
NOTE TO EDITORS: Copies of previous Borland press releases and additional
corporate and product information are also available on Borland's Web site at
http://www.borland.com.

Note:  Forward-looking statements in this release, including but not limited to,
those concerning Borland's future financial performance, product availability
dates, and the potential features of or benefits to be derived from the
Company's products, involve a number of uncertainties and risks, and actual
events or results may differ materially.  Factors that could cause actual events
or results to differ materially include, among others, the following: possible
disruptive effects of organizational or personnel changes, shifts in customer
demand, market acceptance of the Company's new or enhanced products, delays in
scheduled product availability dates, actions or announcements by competitors,
software errors, general business conditions, and market growth rates in the
client/server and Internet software markets, and other factors described in the
Company's S.E.C. reports on forms 10-K, 10-Q, 8-K, and the Borland prospectus
relating to the acquisition of Open Environment Corporation.


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