<PAGE> 1
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) June 10, 1996
-------------------------
PLATINUM SOFTWARE CORPORATION
- -------------------------------------------------------------------------------
(Exact name of Registrant as specified in charter)
Delaware 0-20740 33-0277592
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
195 Technology Drive, Irvine, California 92718
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (714) 453-4000
---------------------------
Not Applicable
- -------------------------------------------------------------------------------
(Former name or former address, if changed, since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS
In June, 1994, Platinum Software Corporation (the "Company") agreed to
settle certain class action litigation alleging violations of the federal
securities laws ("Settlement"). This litigation is referred to as In Re:
Platinum Software Securities Litigation, SACV-94-70-AHS, U.S. District Court
for the Central District of California. The Settlement was approved by the
U.S. District Court for the Central District of California on September 26,
1994 and became final on October 26, 1994. The Company issued to Milberg Weiss
Bershad Hynes & Lerach, as escrow agent ("Escrow Agent") for the settlement
class, an Amended and Restated 8% convertible, exchangeable subordinated
security in the principal amount of $15,000,000 dated May 8, 1996 (the
"Security"). The Company is required to repay the Security in two principal
installments of $7,500,000, plus accrued interest, on September 20, 1996 and
February 28, 1997. The Security can be prepaid and can be repaid in cash or by
issuing shares of common stock.
On June 4, 1996, the Company provided notice to the Escrow Agent that
it was paying the entire $15,000,000 principal amount of the Security and all
accrued interest thereon by issuing shares of Company common stock. The date
fixed for the voluntary redemption is June 10,1996. Pursuant to the terms of
the Security, the Company common stock is valued at its average closing sale
price during 10 of the 20 trading days preceding the redemption date (June 10,
1996), excluding the closing price on the five highest and five lowest days.
As a result of the application of this formula, the per share price of the
Company's common stock is $11.15 and the Company will be issuing 1,528,988
shares of common stock. The Company anticipates that the shares of Company
common stock will be issued within thirty days.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(B) PRO FORMA FINANCIAL INFORMATION.
Attached to this Current Report is a pro forma condensed consolidated
balance sheet of the Company at April 30, 1996. The unaudited balance
sheet gives effect to the redemption of the Security as if such
redemption had occurred as of April 30, 1996.
(C) EXHIBITS.
Exhibit Number
--------------
Ex-99 Press Release dated June 11, 1996.
2
<PAGE> 3
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.
PLATINUM SOFTWARE CORPORATION
Date: June 13, 1996 By: /s/ Michael J. Simmons
-----------------------------
Michael J. Simmons
Chief Financial Officer
3
<PAGE> 4
EXHIBIT INDEX
The following exhibits are attached hereto and incorporated herein by
reference:
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Numbered Page
- -------------- -------------
<S> <C> <C>
Ex.-99 Press Release dated June 11 , 1996. 5
</TABLE>
4
<PAGE> 1
FOR IMMEDIATE RELEASE CONTACT:
Geri L. Schanz, APR
Director of
Corporate Communications
PLATINUM SOFTWARE
(714) 450-4578
[email protected]
PLATINUM SOFTWARE CORPORATION ANNOUNCES REDEMPTION OF DEBENTURE ISSUED IN
LITIGATION SETTLEMENT
IRVINE, Calif., June 11, 1996 -- Platinum Software Corporation
(NASDAQ:PSQL) announced today, that it will redeem a debenture resulting from
the June 1994 settlement of class action litigation, alleging violations of
federal securities laws referred to as In Re: Platinum Software Securities
Litigation. The settlement was approved by the U.S. District Court for the
Central District of California on September 26, 1994 and became final on
October 26, 1994. The company has issued an Amended and Restated 8%
convertible, exchangeable, subordinated debenture in the principal amount of
$15,000,000 in accordance with the settlement. The debenture can be paid in
cash or by issuing shares of common stock.
-more-
<PAGE> 2
PLATINUM SOFTWARE ANNOUNCES REDEMPTION OF DEBENTURE 2
- ----------------------------------------------------------------------------
The company's announcement signifies that it has elected to repay the
$15,000,000 principal amount debenture, plus all accrued interest thereon by
issuing 1,528,988 shares of company common stock. The company anticipates that
the shares will be issued within 30 days. In accordance with the terms of the
debenture, the common stock was valued at its average closing price during 10
of the 20 trading days preceding the voluntary redemption date (June 10, 1996),
excluding the closing price of the five highest and five lowest days.
L. George Klaus, president and chief executive officer said, "The
company is focused on moving forward. By redeeming the entire debenture, the
new management and I can address the issues that impact us now and not be
distracted by what happened in 1994. This redemption further strengthens the
company's balance sheet. I consider this chapter in the company's history
concerning the lawsuit to be closed."
PLATINUM SOFTWARE CORPORATION
Platinum Software, the financial software company, develops and
markets leading client/server software products for corporations worldwide.
The company's products enable organizations to scale their technology
investments to meet the changing needs of their businesses. Founded in 1984,
Platinum Software is headquartered in Irvine, California.
###
Platinum is a registered trademark of Platinum Software Corporation. All other
company and product names mentioned in this document are trademarks of the
respective companies with which they are associated and are acknowledged.
<PAGE> 3
PLATINUM SOFTWARE CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
April 30, April 30, 1996
1996 Adjustments Pro Forma
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 13,357 $ - $ 13,357
Accounts receivable, net 9,869 - 9,869
Notes receivable from divestitures, net 1,500 - 1,500
Inventories 428 - 428
Prepaid expenses and other 1,458 - 1,458
- --------------------------------------------------------------------------------------------------------------
Total current assets 26,612 - 26,612
Property and equipment, net 9,228 - 9,228
Software development costs, net 2,344 - 2,344
Acquired intangible assets, net 1,233 - 1,233
Other assets 502 - 502
- --------------------------------------------------------------------------------------------------------------
$ 39,919 $ - $ 39,919
==============================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of class action settlement $ 16,817 $ (16,817) $ -
Accounts payable 1,639 - 1,639
Accrued expenses 7,856 - 7,856
Accrued restructuring costs 2,368 - 2,368
Deferred revenue 10,662 - 10,662
- --------------------------------------------------------------------------------------------------------------
Total current liabilities 39,342 (16,817) 22,525
- --------------------------------------------------------------------------------------------------------------
Stockholders' equity:
Preferred stock 31,996 - 31,996
Common stock 14 2 16
Additional paid-in capital 93,644 16,815 110,459
Notes receivable from officers (11,563) - (11,563)
Accumulated foreign currency translation adjustments 132 - 132
Accumulated deficit (113,646) - (113,646)
- --------------------------------------------------------------------------------------------------------------
Total stockholders' equity 577 16,817 17,394
- --------------------------------------------------------------------------------------------------------------
$ 39,919 $ - $ 39,919
==============================================================================================================
</TABLE>
The accompanying notes are an integral part of this unaudited
condensed consolidated balance sheet.
<PAGE> 4
PLATINUM SOFTWARE CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED BALANCE SHEET
APRIL 30, 1996
The accompanying unaudited pro forma condensed balance sheet has been
presented to disclose the impact of the June 10, 1996 redemption of the amended
and restated 8% redeemable, convertible, subordinated debenture issued in
settlement of certain class action litigation by Platinum Software Corporation
("the Company").
The unaudited pro forma condensed balance sheet gives effect to the
redemption of the debenture as if such redemption had occurred as of April 30,
1996.
The unaudited pro forma condensed consolidated balance sheet should be
read in conjunction with the following notes thereto.
SUMMARY OF TRANSACTION
On January 19, 1994, a complaint was filed against the Company and certain of
its officers and directors requesting certification of a class action, alleging
various violations of the Federal Securities Laws and claiming unspecified
compensatory damages and related fees and costs. A first amended class action
complaint was filed on April 18, 1994. On April 18, 1994, a derivative complaint
was filed against the Company and certain of its officers and directors for
violations of the Federal Securities Laws and breach of fiduciary duties
requesting unspecified compensatory and punitive damages from the individual
defendants on behalf of the Company. The Company was named as a nominal
defendant in the derivative action. A second class action suit was filed on
April 21, 1994, against the Company and certain of its officers. On May 23,
1994, the District Court consolidated the class action complaints and the
derivative complaint into one action under the case name In Re Platinum Software
Corporation Securities Litigation, Case No. SACV-94-70-AHS, in the U.S. District
Court for the Central District of California. This consolidated action includes
three separate actions, Tauber v. Platinum Software Corporation, Wolf v.
Platinum Software Corporation, and Neomonitus v. Blackie, et al.
In June 1994, the Company agreed to settle the litigation for $17.0 million,
$2.0 million in cash, of which $1.0 million was paid immediately, $1.0 million
was paid in December 1994, and $15.0 million was paid by issuing a redeemable,
convertible subordinated debenture in the principal amount of $15.0 million. The
debenture bore interest at eight percent and was subject to mandatory redemption
over a period of twenty-seven months following final court approval of the
settlement as follows: $5.0 million after nine months, $5.0 million after
eighteen months and $5.0 million after twenty-seven months. In lieu of redeeming
the debenture at a scheduled redemption date by making a cash payment, the
Company, at its option, could elect to repay the principal amount of the
debenture, plus interest accrued to date, by issuing common stock, or a
combination of stock and cash with the value of common stock determined at the
date of conversion. On September 26, 1994, the U.S. District Court approved the
settlement which became final thirty days thereafter.
On July 26, 1995, the Company elected to repay the first $5.0 million principal
installment, plus accrued interest thereon by issuing shares of common stock and
also elected to voluntarily repay the remaining $10.0 million principal amount
of the debenture and accrued interest thereon, by issuing shares of common
stock. The date fixed for the redemption was July 26, 1995. In satisfaction of
the above, the Company agreed to issue a total of 1,061,251 common shares in
repayment of the debenture. In determining the number of shares to be issued,
the Company's common stock was valued at its average closing price as quoted on
the Nasdaq National Market for twenty of thirty days preceding the tenth day
prior to conversion, excluding the five highest and five lowest days.
<PAGE> 5
Subsequent to July 26, 1995, the Company became engaged in discussions with the
attorneys for the plaintiff class regarding rescinding the July 26, 1995
election to repay the debenture and reinstating the debenture. Effective
February 28, 1996, the Company and Milberg, Weiss, Bershad, Hynes & Lerach, as
escrow agent ("the Escrow Agent") entered into an agreement in which the
election to repay the debenture by issuing shares of common stock was rescinded
and the debenture was reinstated. The terms of the debenture remained the same
except that the repayment terms were changed as follows: (i) the principal
amount of $7.5 million plus accrued interest is due on or before September 20,
1996 and (ii) the remaining principal amount of $7.5 million plus all accrued
interest is due on or before February 28, 1997. The Company and the Escrow Agent
also agreed that the Company may not elect to accelerate a mandatory payment
date on the debenture and exchange any principal amount of the debenture by
issuing shares of common stock if the election to exchange or the computation
period for the calculation of the number of shares to be issued in the exchange
falls within the period commencing fifteen (15) days prior to the end of a
fiscal quarter and ending forty-eight (48) hours following the announcement of
earnings for such quarter. In addition, the method for valuing the Company's
common stock for purposes of determining the number of shares to be issued in an
exchange was amended so that the determination of market value shall be computed
based on the average closing price during ten (10) of the twenty (20) trading
days preceding the redemption, excluding the closing price on the five (5)
highest and five (5) lowest days.
On June 4, 1996, the Company provided notice to the Escrow Agent that it was
paying the entire $15,000,000 principal amount of the debenture and all accrued
interest thereon by issuing shares of Company common stock. The date fixed for
the voluntary redemption was June 10, 1996. Pursuant to the terms of the
debenture, the Company common stock is valued at its average closing sale price
during 10 of the 20 trading days preceding the redemption date (June 10, 1996),
excluding the closing price on the five highest and five lowest days. As a
result of the application of this formula, the per share price of the Company's
common stock is $11.15 and the Company will be issuing 1,528,988 shares of
common stock.
