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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
Date of Report (Date of earliest event reported): MARCH 10, 2000
VIASOFT, INC.
(Exact name of registrant as specified in charter)
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DELAWARE 0-25472 94-2892506
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
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4343 E. CAMELBACK ROAD, SUITE 205
PHOENIX, ARIZONA 85018
(Address of principal executive offices) (Zip Code)
(602) 952-0050
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On March 10, 2000, we issued a press release announcing our 1999 Annual
Meeting of Stockholders. A copy of that press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit Number Description
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99.1 Press Release dated March 10, 2000
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
VIASOFT, INC.
By: /s/ Steven D. Whiteman
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Steven D. Whiteman
Chairman, President and CEO
Dated: March 13, 2000
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EXHIBIT LIST
Exhibit Number Description
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99.1 Press Release dated March 10, 2000
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EXHIBIT 99.1
CONTACTS:
Steven D. Whiteman
Chairman, President and CEO
Viasoft, Inc.
602-952-0050
FOR IMMEDIATE RELEASE
VIASOFT ANNOUNCES 1999 ANNUAL MEETING OF STOCKHOLDERS
PHOENIX, ARIZ. (MARCH 10, 2000) - Viasoft, Inc. (Nasdaq NM: VIAS)
announced today that the Annual Meeting of Stockholders for 1999 has been
scheduled for May 31, 2000. The 1999 Annual Meeting had been previously
postponed while the Company's terminated merger with Compuware was pending. The
record date for the 1999 Annual Meeting is April 5, 2000.
Due to the rescheduling of the 1999 annual meeting, the
previously-announced deadlines for stockholders to submit proposals to be
considered for stockholder action at the 1999 annual meeting are no longer
applicable.
If a stockholder desires to bring proper business before the 1999
Annual Meeting, the stockholder must follow procedures outlined in the Company's
Bylaws. Pursuant to the Company's Bylaws, a stockholder may propose business to
be considered at an annual meeting of the stockholders, provided that the
stockholder (a) is a stockholder of record at the time of giving notice to the
Company of the proposal and is entitled to vote at the annual meeting of
stockholders where the proposal will be considered, and (b) complies with the
notice procedures of Article III of the Company's Bylaws. That Article provides
that the proposing stockholder must deliver written notice of the proposal to
the Company's Secretary not earlier than the 90th day, nor later than the close
of business on the later of the 60th day prior to the date of the annual meeting
or the close of business on the 10th day following the day on which public
announcement of the date of such meeting is first made by the Company. The
required notice must contain certain information, including information about
the stockholder, as prescribed by the Bylaws.
Viasoft has established the close of business on March 31, 2000 as the
deadline for a stockholder to deliver notice of a proposal for consideration at
the rescheduled 1999 Annual Meeting. The deadline for submission of proposals to
be included in the Company's proxy statement and proxy card for the 1999 Annual
Meeting is also March 31, 2000.
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ABOUT VIASOFT
Viasoft is a leader in understanding enterprise applications to help
companies realize the greatest return on their information technology
investments. The Company provides business solutions consisting of specialized
professional services and award-winning software, designed to enable customers
worldwide to cost-effectively manage and evolve their information technology
assets. Headquartered in Phoenix, Ariz., Viasoft provides sales and professional
services through regional offices in the United States, Europe, Australia and a
network of international distributors. For more information on Viasoft's
services and technology, please visit the Company's World Wide Web site at
www.viasoft.com.
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The statements made in this press release that are not historical facts
contain forward-looking information that involves risks and
uncertainties. Important factors that may cause actual results to
differ include, but are not limited to, risks associated with the
reorganization of the Company, the affect of the termination of the
proposed acquisition by Compuware and claims made against the Company
by Compuware, market demand and acceptance, the impact of competitive
products and services, risks associated with results and timing of
technology development and commercialization, the Company's ability to
manage growth and acquisitions of technology or businesses, the effect
of economic and business conditions including risks inherent in
international operations and the ability to attract and retain
technical personnel, risks associated with, as well as the Company's
ability to manage, a consulting services business and other risks
detailed from time to time in the Company's Securities and Exchange
Commission filings.
