SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): April 13, 2000
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STARBASE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-25612 33-0567363
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4 Hutton Centre Drive, Suite 800, Santa Ana, California 92707-8713
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 445-4400
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Not Applicable
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Former name or former address, if changed since last report
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ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
On April 13, 2000, StarBase Corporation (the "Company")
acquired all of the outstanding capital stock of ObjectShare, Inc., a Delaware
corporation previously trading in the OTC Bulletin Board under the symbol
"OBJS.BB" ("ObjectShare"). ObjectShare is a leading provider of object-oriented
solutions for e-Business, offering consulting and training services worldwide
for industry standards using Java and Smalltalk.
Pursuant to an Agreement and Plan of Merger dated November 3,
1999 (the "Merger Agreement") by and among the Company, its wholly-owned
subsidiary OBJS Acquisition Corp. (the "Subsidiary"), and ObjectShare,
ObjectShare was merged with and into the Subsidiary. Accordingly, ObjectShare
became a wholly-owned subsidiary of StarBase and all of the outstanding shares
of the capital stock of ObjectShare, totaling 12,472,530 at April 13, 2000, were
exchanged into an aggregate of 1,211,983 shares of common stock of the Company
(the "Merger").
The source of the consideration paid in the Merger was
authorized but unissued shares of Common Stock of the Company. The amount of
consideration paid by the Company in connection with the Merger was determined
by arm's-length negotiations. The Company intends to account for the Merger as a
"purchase."
Prior to completion of the Merger, the Company filed with the
Securities and Exchange Commission a registration statement on Form S-4 (file
no. 333-60230), registering under the Securities Act of 1933, as amended, all of
the shares of the Company's Common Stock issued in connection with the Merger,
including an additional 49,985 shares of the Company's Common Stock issued to
four officers of ObjectShare in exchange for severance payments, in the form of
shares of ObjectShare's common stock, paid as a result of the Merger. Such
registration statement became effective as of March 6, 2000.
Simultaneous with the completion of the Merger, StarBase
granted to each of the former President/Chief Executive Officer of ObjectShare
and the former Chief Operating Officer of ObjectShare options to purchase up to
63,162 and 53,445 shares of the Company's Common Stock, respectively, at
exercise prices per share of $10.93 and $5.0625, respectively. Such options were
fully vested at the time of granting and issued in substitution for the option
agreements previously granted by ObjectShare to such officers in connection with
their employment in 1997.
In addition, the former Chief Operating Officer of
ObjectShare, James H. Smith, entered into a Lock Up Letter dated as of November
3, 1999, pursuant to which he agreed not to sell for a period of six (6) months,
commencing April 13, 2000, any of the shares of common stock of the Company held
by him at the completion of the Merger.
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The descriptions of the Merger Agreement and the other
agreements discussed above are qualified in their entirety by reference to such
agreements, which are attached as exhibits and/or incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of the Business Acquired.
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Audited financial statements relating to the acquisition will
be filed by amendment within 60 days of the date this Report was required to be
filed.
(b) Pro Forma Financial Information and Exhibits.
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Pro Forma financial information relating to the acquisition
will be filed by amendment within 60 days of the date this report was required
to be filed.
(c) Exhibits
2.1 - Agreement and Plan of Merger dated as of November 7, 1999 by and among
the Company, Subsidiary and ObjectShare. (Incorporated by reference to
Exhibit 2.1 to the Company's Registration Statement on Form S-4 (file
no. 333-60230)).
4.1 - Form of Stock Option Agreement dated as of April 13, 2000 between the
Company and each of Eugene L.Goda and James H. Smith. (Incorporated
by reference to Exhibit 10.6 to the Company's Registration Statement on
Form S-4 (file no. 333-60230)).
4.2 - Lock Up Agreement dated as of April 13, 2000 from James H. Smith.
(Incorporated by reference to Exhibit 10.7 to the Company's Registration
Statement on Form S-4 (file no. 333-60230)).
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 thereunto duly authorized.
Dated: April 27, 2000
STARBASE CORPORATION
By: /s/Douglas S. Norman
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Douglas S. Norman,
Chief Financial Officer
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EXHIBITS INDEX
No. Description
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2.1 Agreement and Plan of Merger dated as of November 7, 1999 by
and among the Company, Subsidiary and ObjectShare.
(Incorporated by reference to Exhibit 2.1 to the Company's
Registration Statement on Form S-4 (file no. 333-60230)).
4.1 Form of Stock Option Agreement dated as of April 13, 2000
between the Company and each of Eugene L. Goda and James H.
Smith. (Incorporated by reference to Exhibit 10.6 to the
Company's Registration Statement on Form S-4 (file no.
333-60230)).
4.2 Lock Up Agreement dated as of April 13, 2000 from James H.
Smith. (Incorporated by reference to Exhibit 10.7 to the
Company's Registration Statement on Form S-4 (file no.
333-60230)).
