<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) July 18, 1996
-------------
CAYENNE SOFTWARE, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 0-19682 04-2784044
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
8 New England Executive Park, Burlington, MA 01803
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 273-9003
-----------------------------
Bachman Information Systems, Inc.
-------------------------------------------------------------
(Former name or former address, if changed since last report)
1
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
- ---------------------------------------------
On July 18, 1996, Cayenne Software, Inc. (formerly Bachman Information
Systems, Inc.) (the "Company") completed its acquisition under an Agreement and
Plan of Merger (the "Merger Agreement") dated as of March 25, 1996 by and among
the Company, Cadre Technologies Inc. ("Cadre") and B.C. Acquisition Corp.
("Acquisition Corp."), a wholly-owned subsidiary of the Company. The Merger
Agreement provided that upon the terms and subject to the conditions specified
therein that, effective on the closing, Acquisition Corp. would be merged with
and into Cadre, the separate corporate existence of Acquisition Corp. would
cease, and Cadre would continue as the surviving corporation in the merger and
as a wholly-owned subsidiary of the Company.
Cadre develops, markets and supports software tools for the creation of
complex computer software. Most of the products sold by Cadre help to automate
the process of requirements analysis and software design by groups of software
engineers.
Under the terms of the Merger Agreement. the Company would issue
approximately up to 4,850,000 shares of its common stock (subject to certain
adjustments) in exchange for all of Cadre's common stock issued and outstanding
at the closing. The actual ratio at which Cadre shares would be converted into
Company shares would be computed as of the date of the closing based on the
number of Cadre shares and options to purchase Cadre shares outstanding then,
subject to adjustments to account for the exercise prices of outstanding Cadre
options and a certain warrant. Options to purchase Cadre common stock would
become options to purchase the Company's common stock and warrants to purchase
Cadre common stock would become exercisable for the Company's common stock in
accordance with the terms of the Merger Agreement. Each share of common stock
of Acquisition Corp. outstanding prior to the closing would be convened into and
become one share of Cadre common stock. Any notes and other debt instruments of
Acquisition Corp. and Cadre outstanding as of the closing would continue to be
outstanding subsequent to the closing as debt instruments of Cadre, as the
surviving corporation, subject to their respective terms and conditions.
Pursuant to the Merger Agreement, the adjusted amount of Company shares
to be issued was determined to be 4,808,167 and the exchange ratio was
determined to be 0.3088 Company share for each outstanding Cadre share. The
terms of the acquisition of Cadre were the results of arms-length negotiations
between the Company, on the one hand, and Cadre, on the other hand. The
Company will account for the acquisition of Cadre as a pooling of interests for
financial accounting purposes.
The preceding discussion is only a summary and is qualified in its
entirety by reference to the Merger Agreement, a copy of which is incorporated
by reference as an exhibit to this Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
- -----------------------------------------
(a) Financial Statements of Business Acquired
-----------------------------------------
It is impracticable to provide the financial statements required by
Rule 3-05(b) of Regulation S-X at the time this Report on Form 8-K is due. The
Company will file the required financial statements under cover of Form 8 on or
before October 1, 1996.
(b) Pro Forma Financial Information
-------------------------------
It is impracticable to provide the pro forma financial information
required by Article 11 of Regulation S-X at the time this report on Form 8-K is
due. The Company will file the required pro forma financial information under
cover of Form 8 on or before October 1, 1996.
2
<PAGE> 3
(c) Exhibits
--------
2.1* Agreement and Plan of Merger by and among the Company,
Cadre Technologies Inc. and B.C. Acquisition Corp. dated as
of March 25, 1996.
- ----------------------
* Incorporated by reference to the exhibits filed with the Company's
Registration Statement on Form S-4 File No. 333-6087, as amended,
3
<PAGE> 4
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.
Cayenne Software, Inc.
Dated: August 1, 1996 By:/s/ Frederick H. Phillips
--------------------------------------------
Frederick H. Phillips
Vice President, Finance and Administration,
Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)
4
