STARBASE CORP
8-K, 1997-01-27
PREPACKAGED SOFTWARE
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                      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): JANUARY 14, 1997



                              STARBASE CORPORATION
             (Exact Name of Registrant as Specified in its Charter)



              DELAWARE                    0-25612              33-0567363
    (State or Other Jurisdiction      (Commission File      (I.R.S. Employer
          of Incorporation)               Number)          Identification No.)


      18872 MACARTHUR BOULEVARD
          IRVINE, CALIFORNIA                                     92612
(Address of Principal Executive Offices)                      (Zip Code)


                                 (714) 442-4400
              (Registrant's telephone number, including area code)


This Current Report on Form 8-K is filed by StarBase Corporation, a Delaware
corporation (the "Company"), in connection with the matters described herein.


ITEM 5.      OTHER EVENTS

      On January 14, 1997,  StarBase  Corporation  announced the  resignation of
certain  directors and officers of the Company effective January 11, 1997:  Mr.
Alan M. Davis,  President  and  CEO;  Mr. Robert W. Leimena,  Chief  Financial
Officer; Roger C. Ferguson, Director; Gary Gratny, Director; and Michael Lyons,
Director.

      Mr. Donald R. Farrow,  the Company's Vice President of Sales and Marketing
has been named President and will assume all  responsibilities for the Company's
day-to-day   operations.   Daniel  Ginns,   Chairman  and  CEO  of   Datametrics
Corporation,  has joined the StarBase Board.  William R. Stow III will remain as
Chairman of the Board.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (c)  EXHIBITS.

99.1     Press release dated January 14, 1997.



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<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.

Date:         January 27, 1997                  STARBASE CORPORATION
        -------------------------              
   
                                             
                                            By: /S/ DONALD R. FARROW
                                                ------------------------
                                                 Donald R. Farrow,
                                                 President


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<PAGE>                                 


                                  EXHIBIT INDEX


         Exhibit
           NO.                                                  PAGE
         -------                                              --------
            
           99.1  Press release dated January 14, 1997.            5



                                       4
<PAGE>                                                                       



                                                                    EXHIBIT 99.1

        News                       RE:
        Bulletin                     STARBASE CORPORATION
                                     18872 MacArthur Boulevard Suite 300
                                     Irvine, California 92612
                                     NASDAQ: SBAS
        From:

        FRB
        The Financial Relations Board, Inc.

        For further information:
        
        AT THE COMPANY:            AT THE FINANCIAL RELATIONS BOARD:
        William R. Stow III        Fiona Ross/Rebecca Bergman          
        Chairman                   General Information                 
        (714) 442-4400             11611 San Vicente BL., #700         
                                   (310) 442-0599                      

        Donald R. Farrow           Renee Law
        President                  Analyst Contact
        (714) 442-4400             11611 San Vicente BL., #700
                                   Los Angeles, CA 90049
                                   (310) 442-0599

                   STARBASE CORPORATION ANNOUNCES MANAGEMENT REALIGNMENT
         MARKET FOCUS ON APPLICATION AND WEB SITE DEVELOPMENT SOFTWARE CONTINUES

         IRVINE, CA, January 14, 1997 - StarBase Corporation  (NASDAQ:  SBAS), a
         provider of integrated  team software  configuration  management  (SCM)
         tools, announced today an executive management realignment.

         As part of StarBase's executive management realignment,  Alan M. Davis,
         director,  President and Chief Executive Officer and Robert W. Leimena,
         Chief Financial  Officer have resigned from those positions.  Donald R.
         Farrow, StarBase's Vice President of Sales and Marketing has been named
         President  and  will  assume  all  responsibilities  for the  Company's
         day-to-day  operations.   Farrow's  background  includes  positions  at
         Symantec,  where he was Vice President of Sales, and Menlo  Corporation
         where he held the positions of President and Chief  Operating  Officer.
         William R. Stow III will remain as Chairman of the Board. Mr. Davis and
         Mr. Leimena will serve as consultants to the Company.

         Additionally, the Company announced that Roger C. Ferguson, Gary Gratny
         and Michael Lyons have resigned from the Company's  Board of Directors.
         Daniel Ginns,  Chairman and CEO of Datametrics  Corporation in Woodland
         Hills, California, has joined StarBase Board.

         Mr. Stow said,  "Al Davis and Robert  Leimena  joined  StarBase about a
         year ago when the  Company  was making a  difficult  transition  from a
         purely  development  organization  to  a  fully  functional  technology
         company.  Al  and  Robert  were  responsible  for  bringing  in  a  new
         management  team to take the  Company to the next  level.  This has now
         occurred.   Al  and  Robert  have  put  in  place  the  infrastructure,
         organization  and  methodologies  that  allow the  Company  to focus on
         providing  our  customers  with  innovative  products  and  outstanding
         service.   I  believe  that  their  efforts  have  made  a  significant
         difference in moving the Company forward." Mr. Stow added, "Roger, Gary
         and Michael have each  contributed a great deal of guidance during this
         transition  period.  I am grateful  for their  efforts on behalf of the
         Company."



                                       5
<PAGE>

         "We are pleased to have been able  to assist StarBase during this
         transitional period," stated Mr. Davis.  "Now that this transition is
         successfully completed, it is time for the Company to move forward
         with this realignment of the management team and Board of Directors."

         I am excited by the  appointment  of Don Farrow as the new President of
         StarBase," Mr. Stow said. "As Vice President of Marketing and Sales, he
         developed a sound marketing  strategy and a strong  marketing and sales
         organization.  In 1996, we established  StarBase as a leader in the SCM
         market  with a number of analyst  endorsements,  industry  awards,  and
         corporate alliances.  We have experienced significant sales growth as a
         result of building a multi - channel sales  organization which includes
         direct  sales,  distribution,  OEM and  international.  With Don at the
         helm,  we're looking  forward to continued  growth from this successful
         foundation."

         StarBase, with headquarters in Irvine, California,  offers a full range
         of SCM products  designed to fill the needs of application and web site
         developers and teams.  StarBase  offers  Integrated  Team  Environments
         (ITE)  that  focus  on  larger  team  issues   affecting   delivery  of
         applications  and web  sites on time and on  budget.  StarTeam  has won
         several  awards  including PC Week Analyst Choice  (10/96),  PC Week IT
         Excellence  Award (4/96) and PC Week LABS Top Product of 1995  (12/95).
         More  information  is  available  by  calling  (888)-STAR700  or at the
         Company's web site: http://www.starbasecorp.com.

             StarBase and StarTeam are trademarks of StarBase Corporation

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