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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): FEBRUARY 27, 1998
BORLAND INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-80946 94-2895440
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
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.
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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 February 27, 1998, Borland International, Inc. (the "Company") completed
its acquisition (the "Merger") of Visigenic Software, Inc. ("Visigenic"). To
effect the Merger, a wholly-owned subsidiary of the Company was merged with and
into Visigenic, with Visigenic the surviving corporation in the Merger. The
Merger will be recorded as a pooling of interests for accounting purposes.
In the Merger, each outstanding share of common stock of Visigenic
("Visigenic Common Stock") was converted into the right to receive 0.81988 of a
share of the common stock of the Company ("Company Common Stock"). All
outstanding options to acquire Visigenic Common Stock were assumed by the
Company and will be exercisable for shares of Company Common Stock based upon
the same conversion ratio. The Company will issue approximately 12,118,060
shares of Company Common Stock in exchange for all outstanding shares of
Visigenic Common Stock. In addition, the Company has reserved 2,527,287
additional shares of Company Common Stock for issuance upon the exercise of
options to purchase Visigenic Common Stock assumed by the Company in the Merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. 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 January 27, 1998, and pursuant to General Instruction B.3 of
Form 8-K are not additionally reported herein.
(b) PRO FORMA FINANCIAL INFORMATION. The financial information
required pursuant to Article 11 of Regulation S-X was previously
reported in the Company's Registration Statement or Form S-4, as
filed with the Securities and Exchange Commission on January 27,
1998, and pursuant to General Instruction B.3 of Form 8-K is not
additionally reported herein.
(c) EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
2.1* Agreement and Plan of Merger, dated as of November 17, 1997,
among Borland, Vixen Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of Borland, and
Visigenic Software, Inc.
99.1 Press release announcing completion of the Merger.
</TABLE>
__________________________
* Filed as Exhibit 2.1 to the Company's Registration Statement on Form S-4
filed with the Securities and Exchange Commission on January 27, 1998 and
incorporated herein by reference.
2
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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.
March 10, 1998 By: /s/ Kathleen M. Fisher
----------------------
Kathleen M. Fisher,
Vice President and Chief Financial
Officer
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C> <S>
2.1* Agreement and Plan of Merger, dated as of November 17, 1997,
among Borland, Vixen Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of Borland, and Visigenic
Software, Inc.
99.1 Press release announcing completion of the Merger.
</TABLE>
_______________
* Filed as Exhibit 2.1 to the Company's Registration Statement on Form S-4
filed with the Securities and Exchange Commission on January 27, 1998 and
incorporated herein by reference.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
BORLAND COMPLETES ACQUISITION OF VISIGENIC
Provides Technology, Sales and Professional Services Staff
Aimed at Accelerating Growth in the Enterprise; Roger Sippl
Joins Borland as CTO
SCOTTS VALLEY, Calif. -- March 2, 1998 -- Borland International,
Inc. (NASDAQ:BORL) today announced it has completed its
acquisition of Visigenic Software, Inc. The closing of the
transaction is a major milestone in Borland's mission to become
a leading supplier of enterprise application development
technology. In connection with the acquisition, Borland also
announced that Roger Sippl, founder and former CEO of
Visigenic, has been named the company's Chief Technology
Officer (CTO), reporting to Borland Chairman and CEO, Del
Yocam.
The combined operations of the two companies will be
conducted under the name Borland International, Inc. and will be
headquartered in Scotts Valley, Calif. Borland's common stock
will continue to be traded on the NASDAQ National Market
System under the symbol BORL. Under the terms of the
acquisition, which was approved Friday, February 27, 1998 by
stockholders of both companies, Visigenic stockholders will
receive .81988 of a share of Borland common stock for each
outstanding share of Visigenic common stock. Approximately 12
million shares of Borland common stock will be issued to former
Visigenic stockholders. The approximate value of the transaction,
based on Borland's Friday closing price of $9.3125, is $111
million. The combined revenues of Borland and Visigenic in
calendar year 1997 were approximately $188 million.
In connection with the acquisition, Borland anticipates taking a
restructuring charge in its fiscal first quarter (ending March 31,
1998). As part of the acquisition, Borland plans to maintain a
major development facility at Visigenic's previous corporate
headquarters in San Mateo, Calif.
Visigenic, which was founded in 1993, has been a leading
provider of CORBA (Common Object Request Broker
Architecture) distributed object technology for integrating
heterogeneous software environments. Through its extensive
license agreements with major information technology leaders
such as Oracle, Netscape and Novell, Visigenic has established
its VisiBroker as a de facto standard ORB (Object Request
Broker) technology in the computer industry.
"Completing this acquisition is a major milestone in a corporate
turnaround plan that we have pursued aggressively during the
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past year," said Yocam, who joined Borland as chairman and
CEO in December 1996. "The cornerstone of our strategy is to
reinvent ourselves as a growing, enterprise software company.
This acquisition provides us with key technology, sales
infrastructure and professional services that strongly position
Borland to take advantage of what we believe is the next wave in
enterprise computing -- distributed object computing."
Under Yocam's leadership, Borland has successfully penetrated
the enterprise software market. More than 50 percent of Borland's
revenues now come from client/server and enterprise products
and technology. The growth in enterprise revenue, along with
important changes in Borland's operations, has resulted in three
consecutive quarters of profit and four quarters of revenue
growth. The acquisition of Visigenic is aimed at further
positioning Borland as a major enterprise software provider.
"Large corporations have been moving toward a distributed
computing architecture for a number of years," said Yocam. "In
the past two years, however, the proliferation of the Internet, the
emergence of Java and the growing support for CORBA, have
resulted in demand for a new, object-based infrastructure to build
the next generation of applications. The combination of Borland
and Visigenic will open the door for substantially enhanced
integration of application development environments, distributed
object middleware and application management tools. This
combination radically simplifies the development, deployment
and management of custom distributed applications that provide
corporations with a competitive advantage."
Visigenic Executives Added to Senior Management Team
In connection with today's acquisition, Borland also announced it
has expanded its senior management team with the addition of
three Visigenic executives. Roger Sippl, founder and chairman of
Visigenic, becomes Borland's CTO. Sippl also founded Vantive
Software and Informix Corporation. Sippl will work closely with
Borland Senior Vice President of Research and Development,
Rick LeFaivre, to define and execute Borland's technology vision.
Reporting to Sippl as part of the office of the CTO is Jens
Christensen, Ph.D., who had been CTO of Visigenic.
Christensen, who will hold the title of chief scientist, is one the
world's leading experts on distributed object computing.
Christensen was the founder of Post Modern Computing, a
company that Visigenic acquired in 1996.
Borland also announced the appointment of Robert Perreault, as
vice president of Professional Services. Perreault, who held the
same title at Visigenic, joins Borland along with more than 50
consultants and trainers who will combine with Borland's
consulting team to form the company's Professional Services
organization. Perreault has substantial experience building and
managing organizations that service the needs of the enterprise
development market. He will report to John Floisand, senior vice
president of Worldwide Sales.
About Borland International
Borland International, Inc. is a leading provider of
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high-quality software products for corporate application
developers worldwide. Borland is distinguished for its
award-winning family of rapid application development tools and
scalable middleware technology for desktop, client/server,
Internet/intranet, 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 .
Forward-looking statements in this release including but not
limited to those concerning Borland's future financial
performance, product availability dates, the potential benefits of
the acquisition of Visigenic, and the potential features of or
benefits to be derived from Borland's and Visigenic'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: the risks associated with the integration of Borland's
and Visigenic's respective operations, technologies and
products, possible disruptive effects of organizational or
personnel changes, shifts in customer demand, market
acceptance of the Borland's Visigenic'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
each company's S.E.C. reports on forms 10Q, 10K and 8-K.
Borland product names are trademarks or registered trademarks
of Borland International, Inc. Other product names mentioned
herein may be trademarks of the party using such names.
