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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 5, 1996
VIASOFT, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-25472 94-2892506
(State or other jurisdiction (Commission (IRS Employer Identi-
of incorporation) File Number) fication No.)
3033 North 44th Street, Phoenix, Arizona 85018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 602/952-0050
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(Former name or former address, if changed since last report)
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Item 7. Financial Statements and Exhibits.
(a)and(b) Financial Statements and Pro Forma Financial
Information. On December 20, 1996, the Company filed a
Report on Form 8-K dated December 5, 1996 reporting the
acquisition of Rottger & Osterberg Software-Technik
GmbH ("R&O"). The financial statements and pro forma
financial information required in connection with the
acquisition of R&O pursuant to Item 7(a) and (b) of
Form 8-K were unavailable at the time the Company filed
such Form 8-K and were omitted from such Form 8-K in
accordance with Items 7(a)(4) and 7(b)(2) thereof. On
February 10, 1997 the Company filed its Quarterly
Report on Form 10-Q for the quarter ended December 31,
1996. Included in Item 5 of such Form 10-Q were the
financial statements and pro forma financial
information required pursuant to Item 7(a) and (b) of
Form 8-K in connection with the acquisition of R&O as
follows:
Report of Independent Public Accountants
Consolidated Balance Sheets as of December 31, 1994
and 1995 and September 30, 1996
Consolidated Statements of Operations for each of
the two years in the period ended December 31, 1995
and for the nine months ended September 30, 1995
(unaudited) and 1996
Consolidated Statements of Stockholders' Deficit for
two years in the period ended December 31, 1995 and
for the nine months ended September 30, 1996
Consolidated Statements of Cash Flows for each of
the two years in the period ended December 31, 1995
and for the nine months ended September 30, 1995
(unaudited) and 1996
Notes to Consolidated Financial Statements
Pro Forma Combined Statement of Operations for the
year ended June 30, 1996 and for the six months
ended December 31, 1996
Notes to Unaudited Pro Forma Combined Financial
Statements
2
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The contents of Item 5 to such Form 10-Q are incorporated herein by
reference and are deemed to be set forth herein in satisfaction of
Items 7(a)(4)(iv) and 7(b)(2) of Form 8-K.
(c) Exhibits.
99.1 Consolidated Financial Statements of R&O set forth below,
incorporated by reference herein from Item 5 and pages F-1
through F-15 of the Company's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1996:
Report of Independent Public Accountants
Consolidated Balance Sheets as of December 31, 1994
and 1995 and September 30, 1996
Consolidated Statements of Operations for each of
the two years in the period ended December 31, 1995
and for the nine months ended September 30, 1995
(unaudited) and 1996
Consolidated Statements of Stockholders' Deficit for
two years in the period ended December 31, 1995 and
for the nine months ended September 30, 1996
Consolidated Statements of Cash Flows for each of
the two years in the period ended December 31, 1995
and for the nine months ended September 30, 1995
(unaudited) and 1996
Notes to Consolidated Financial Statements
99.2 Pro Forma Financial Data of R&O set forth below, incorporated
herein by reference from Item 5 and Pages P-1 through P-3 of
the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1996:
Pro Forma Combined Statement of Operations for the
year ended June 30, 1996 and for the six months ended
December 31, 1996
Notes to Unaudited Pro Forma Combined Financial
Statements
3
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report on Form 8-K/A to be signed on its
behalf by the undersigned, thereunto duly authorized.
VIASOFT, INC.
Dated: February 12, 1997 By /s/Steven D. Whiteman
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Steven D. Whiteman,
President
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EXHIBIT INDEX
Exhibit
No. Item
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99.1 Consolidated Financial Statements of R&O set forth
below, incorporated by reference herein from Item 5 and
pages F-1 through F-15 of the Company's Quarterly
Report on Form 10-Q for the quarter ended December 31,
1996:
Report of Independent Public Accountants
Consolidated Balance Sheets as of December 31, 1994
and 1995 and September 30, 1996
Consolidated Statements of Operations for each of
the two years in the period ended December 31, 1995
and for the nine months ended September 30, 1995
(unaudited) and 1996
Consolidated Statements of Stockholders' Deficit for
two years in the period ended December 31, 1995 and
for the nine months ended September 30, 1996
Consolidated Statements of Cash Flows for each of
the two years in the period ended December 31, 1995
and for the nine months ended September 30, 1995
(unaudited) and 1996
Notes to Consolidated Financial Statements
99.2 Pro Forma Financial Data of R&O set forth below,
incorporated herein by reference from Item 5 and
Pages P-1 through P-3 of the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1996:
Pro Forma Combined Statement of Operations for the
year ended June 30, 1996 and for the six months ended
December 31, 1996
Notes to Unaudited Pro Forma Combined Financial
Statements
