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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K/A
AMENDMENT FOR 8-K CURRENT REPORT
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-26212
_____________________
PURE ATRIA CORPORATION
(Exact name of registrant specified in its charter)
DELAWARE 94-3141575
_________________________________ ______________________________
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
1309 SOUTH MARY AVENUE
SUNNYVALE, CALIFORNIA 94087
(Address of principal executive offices)
TELEPHONE: (408) 720-1600
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
__ __
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The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K dated
August 26, 1996 as set forth in the pages attached hereto.
Item 7. Financial Statements and Exhibits
---------------------------------
The following financial statements and exhibits are filed as part of
this report, where indicated.
(a) Financial statements of business acquired, prepared pursuant
to Rule 3.05 Regulation S-X:
Incorporated by reference to the Registrant's Registration Statement
on Form S-4 (File No. 333-08695) filed with the Securities and
Exchange Commission on July 24, 1996 and the Quarterly Report on
Form 10-Q filed by Atria Software, Inc. on August 13, 1996 and filed
as an exhibit to this report.
(b) Pro forma financial information required pursuant to Article
11 of Regulation S-X:
Unaudited Pro Forma Combined Condensed Balance Sheet as of
June 30, 1996
Unaudited Pro Forma Condensed Statement of Operations for the years
ended December 31, 1994 and 1995 and the six months ended
June 30, 1996.
Notes to Pro Forma Combined Condensed Financial Statements.
(c) Exhibits in accordance with Item 601 of Regulation S-K:
Exhibits:
- ---------
2.1 Agreement and Plan of Reorganization, dated as of June 6, 1996 by
and among Pure Software Inc., a Delaware corporation, Atria
Software, Inc., a Massachusetts corporation, and CST Acquisition
Corporation, a Massachusetts corporation.
Incorporated by reference to the Registrant's Registration Statement
on Form S-4 (File No. 333-08695) filed with the Securities and
Exchange Commission on July 24, 1996.
2.2 Articles of Merger by and between CST Acquisition Corporation, a
Massachusetts corporation and Atria Software, Inc., a Massachusetts
corporation, dated as of August 26, 1996.
Previously filed.
23.1 Consent of Independent Auditors.
99.1 Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission by Atria Software, Inc. on August 13, 1996.
Previously filed.
2
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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.
Date: October 16, 1996 PURE ATRIA CORPORATION
By: /s/ Chuck Bay
-------------
Chuck Bay
Vice President, Finance,
Chief Financial Officer,
General Counsel and Secretary
(Duly Authorized Officer and
Principal Financial Officer)
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PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
The following pro forma combined condensed financial statements of Pure Atria
Corporation ("Pure Atria") have been prepared to give effect to the Merger,
using the pooling of interests method of accounting.
The pro forma combined condensed balance sheet as of June 30, 1996 gives
effect to the Merger as if it had occurred on June 30, 1996, and combines the
unaudited condensed consolidated balance sheet of Pure Software Inc. ("Pure")
and the balance sheet of Atria Software, Inc. ("Atria") as of June 30, 1996.
The pro forma combined condensed statements of operations combine the
historical consolidated statements of operations of Pure and Atria for each of
the years in the three-year period ended December 31, 1995 and the six months
ended June 30, 1996, in each case as if the Merger had occurred at the
beginning of the earliest period presented.
Pure and Atria estimate that they will incur direct transaction costs of
approximately $8.3 million associated with the Merger, which will be charged to
operations upon consummation of the Merger. In addition, it is expected that
following the Merger, Pure Atria will incur an additional charge to
operations, currently estimated to be approximately $27 million, before
estimated related tax benefits, to reflect costs associated with integrating
the two companies. This is a preliminary estimate only and is therefore
subject to change. There can be no assurance that Pure Atria will not incur
additional charges to reflect costs associated with the Merger or that
management will be successful in its efforts to integrate the operations of
the two companies.
Such pro forma combined condensed financial information is presented for
illustrative purposes only and is not necessarily indicative of the financial
position or results of operations that would have actually been reported had the
Merger occurred at the beginning of the periods presented, nor is it necessarily
indicative of future financial position or results of operations. These pro
forma combined condensed financial statements are based upon the respective
historical consolidated financial statements of Pure and Atria and should be
read in conjunction with the respective historical consolidated financial
statements and notes thereto of Pure and Atria included in the Joint Proxy
Statement/ Prospectus and do not incorporate any benefits from cost savings or
synergies of operations of the combined company.
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PRO FORMA COMBINED CONDENSED BALANCE SHEET
JUNE 30, 1996
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
PRO PRO
FORMA FORMA
ASSETS PURE ATRIA ADJUSTMENTS COMBINED
------- ------ ------ ----------- --------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 13,989 $ 24,006 $ $ 37,995
Short-term investments 30,675 23,105 53,780
Accounts receivable, net 14,483 6,195 20,678
Prepaid expenses and other current assets 1,233 1,606 2,839
Deferred tax assets 705 1,515 4,160 6,380
------ ------ ------ --------
Total current assets 61,085 56,427 4,160 121,672
Property and equipment, net 6,743 4,421 11,164
Other assets, net 1,534 846 2,380
------ ------ ------ --------
Total assets $ 69,362 $ 61,694 $ 4,160 $ 135,216
====== ====== ====== ========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 2,163 609 2,772
Accrued payroll and related expenses 3,842 3,117 6,959
Other accrued expenses 1,695 6,457 8,152
Accrued integration and merger costs 280 -- 35,255 35,535
Deferred revenue 12,489 7,883 20,372
Income taxes 4,080 (4,080) --
------ ------ ------ --------
Total current liabilities 24,549 18,066 31,175 73,790
Stockholders' equity:
Common stock 2 144 (142) 4
Additional paid-in capital 49,804 32,733 142 82,679
Cumulative translation adjustment (568) 2 (566)
Retained earnings (accumulated deficit) (4,425) 10,749 (27,015) (20,691)
------ ------ ------ --------
Total stockholders' equity 44,813 43,628 (27,015) 61,426
------ ------ ------ --------
Total liabilities and stockholders' equity $ 69,362 $ 61,694 $ 4,160 $ 135,216
====== ====== ====== ========
</TABLE>
See accompanying notes to pro forma combined condensed financial statements.
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PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS
JUNE 30, 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
--------------------------- ------------------
1993 1994 1995 1995 1996
------- ------- ------ ------- -------
<S> <C> <C> <C> <C> <C>
Total revenues $ 21,187 $42,758 $84,185 $ 35,739 $60,623
Cost of revenues 1,849 3,982 7,865 3,278 6,009
------- ------- ------- ------- -------
Gross margin 19,338 38,776 76,320 32,461 54,614
------- ------- ------- ------- -------
Operating expenses:
Sales and marketing 10,298 18,934 39,063 16,766 27,643
Research and development 5,101 9,465 15,468 6,741 10,830
General and administrative 2,349 4,450 7,791 3,397 4,844
In-process research and development -- -- 11,600 10,100 --
Merger and integration -- -- 2,961 -- --
------- ------- ------- ------- -------
Total operating expenses 17,748 32,849 76,883 37,004 43,317
------- ------- ------- ------- -------
Income (loss) from operations 1,590 5,927 (563) (4,543) 11,297
Other income 139 835 2,404 988 1,569
------- ------- ------- ------- -------
Income (loss) before
income taxes 1,729 6,762 1,841 (3,555) 12,866
Income taxes 83 1,335 5,363 1,745 4,377
------- ------- ------- ------- -------
Net income (loss) $ 1,646 $ 5,427 $(3,522) $ (5,300) $ 8,489
======= ======= ======= ======= =======
Net income (loss) per share $ 0.19
=======
Income (loss) before
income taxes, as reported 6,762 1,841 (3,555)
Pro forma income taxes 1,630 6,087 2,144
------- -------- -------
Pro forma net income (loss) $ 5,132 $(4,246) $(5,699)
------- -------- -------
Pro forma net income (loss) per share $ 0.14 $ (0.11) $ (0.15)
------- -------- -------
Shares used in per share computations 36,394 37,600 37,710 43,569
------- -------- ------- -------
</TABLE>
See accompanying notes to unaudited pro forma combined condensed financial
statements.
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PURE - ATRIA CORPORATION
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(1) PRO FORMA BASIS OF PRESENTATION
These pro forma combined financial statements reflect the issuance of
22,200,461 shares of Pure Atria common stock in exchange for an aggregate of
14,372,812 shares of Atria common stock (outstanding as of June 30, 1996) in
connection with the Merger, based on the exchange ratio (determined based on an
estimated Applicable Ratio of 1.544615) set forth in the following table.
<TABLE>
<CAPTION>
<S> <C>
Atria common stock outstanding as of June 30, 1996 14,372,812
Exchange ratio 1.544615:1.0
------------
Number of shares of Pure Atria common stock exchanged 22,200,461
Number of shares of Pure common stock outstanding as of
June 30, 1996 17,666,091
------------
Number of shares of Pure Atria common stock outstanding
after completion of the Merger 39,866,552
============
</TABLE>
(2) PRO FORMA COMBINED BALANCE SHEET
(a) Pure and Atria estimate they will incur direct transaction costs of
approximately $10 million associated with the Merger consisting of
transaction fees for investment bankers, attorneys, accountants,
financial printing and other related charges. These nonrecurring
transaction costs will be charged to operations upon consummation of
the Merger.
(b) It is expected that following the Merger, Pure will incur an
additional charge to operations, currently estimated to be $35.3
million to reflect costs associated with integrating the two
companies. The pro forma condensed balance sheet gives effect to
estimated direct transaction costs and a $35.3 million charge to
operations relating to integrating the two companies, before related
tax benefits of approximately $8.2 million as if such costs and
charge had been incurred as of June 30, 1996. This charge consists
primarily of the following: (i) the elimination of duplicative
facilities and equipment; (ii) severance costs; and (iii)
cancellation and continuation of certain contractual obligations
arising from the Merger.
The direct transaction costs and additional charge are not reflected
in the pro forma combined condensed statements of operations.
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PURE - ATRIA
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS, (CONTINUED)
(3) PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS
The following is a summary of the historical results of operations of
Pure and Atria and their pro forma combined amounts to reflect the Merger
as if it were effected for all periods presented below:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
------------------------------ -----------------
1993 1994 1995 1995 1996
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
TOTAL REVENUES:
Pure $ 11,925 $21,993 $ 44,042 $ 18,510 $ 31,624
Atria 9,262 20,765 40,143 17,229 28,998
-------- ------- -------- ------- --------
$ 21,187 $42,758 $ 84,185 $ 35,739 $ 60,623
======== ======= ======== ======= ========
COST OF REVENUES:
Pure $ 1,208 $ 2,017 $ 3,750 $ 1,504 $ 2,795
Atria 641 1,965 4,115 1,774 3,213
-------- ------- -------- ------- --------
$ 1,849 $ 3,982 $ 7,865 $ 3,278 $ 6,009
======== ======= ======== ======= ========
SALES AND MARKETING:
Pure $ 5,640 $ 9,493 $ 21,315 $ 9,104 $ 15,399
Atria 4,658 9,441 17,748 7,662 12,243
-------- ------- -------- ------- --------
$ 10,298 $ 18,934 $ 39,063 $ 16,766 $ 27,643
======== ======= ======== ======= ========
RESEARCH AND DEVELOPMENT:
Pure $ 2,638 $ 5,204 $ 7,494 $ 3,336 $ 5,418
Atria 2,463 4,261 7,974 3,405 5,413
-------- ------- -------- ------- --------
$ 5,101 $ 9,465 $ 15,468 $ 6,741 $ 10,830
======== ======= ======== ======== ========
GENERAL AND ADMINISTRATIVE:
Pure $ 1,558 $ 2,799 $ 4,790 $ 2,110 $ 2,761
Atria 791 1,651 3,001 1,287 2,083
-------- ------- -------- ------- --------
$ 2,349 $ 4,450 $ 7,791 $ 3,397 $ 4,844
======== ======= ======== ======= ========
</TABLE>
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PURE - ATRIA
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS, (CONTINUED)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
------------------------------ -----------------
1993 1994 1995 1995 1996
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
IN-PROCESS RESEARCH AND DEVELOPMENT:
Pure $ -- $ -- $10,100 $10,100 $ --
Atria -- 1,500 -- --
------ ------ ------ ------ ------
$ -- $ -- $11,600 $10,100 $ --
====== ====== ====== ====== ======
MERGER AND INTEGRATION:
Pure $ -- $ -- $ 2,961 $ -- $ --
Atria -- -- -- -- --
------ ------ ------ ------ ------
$ -- $ -- $ 2,961 $ -- $ --
====== ====== ====== ====== ======
OTHER INCOME:
Pure $ 20 $ 160 $ 818 $ 277 $ 666
Atria 119 675 1,586 711 903
------ ------ ------ ------ ------
$ 139 $ 835 $ 2,404 $ 988 $ 1,569
====== ====== ====== ====== ======
INCOME TAXES:
Pure $ 73 $ 593 $ 3,145 $ 601 $ 1,945
Atria 10 742 2,218 1,144 2,432
------ ------ ------ ------ ------
$ 83 $ 1,335 $ 5,363 $ 1,745 $ 4,377
====== ====== ====== ====== ======
NET INCOME (LOSS):
Pure $ 828 $ 2,047 $(8,695) $(7,968) $ 3,972
Atria 818 3,380 5,173 2,668 4,517
------ ------ ------ ------ ------
$ 1,646 $ 5,427 $(3,522) $(5,300) $ 8,489
====== ====== ====== ====== ======
</TABLE>
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PURE - ATRIA
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS, (CONTINUED)
(4) PRO FORMA NET INCOME (LOSS) PER SHARE
The following table reconciles the number of shares used in the pro forma
per share computations to the numbers set forth in PureOs and AtriaOs
historical statements of operations (in thousands, except the applicable
ratio):
<TABLE>
<CAPTION>
Years ended Six Months
December 31, Ended June 30,
------------------------- --------------------
1994 1995 1995 1996
----- ----- ----- -----
<S> <C> <C> <C> <C>
Shares used in per share
calculation
Historical --Pure 15,838 15,784 15,891 19,921
======== ======== ======== ==============
Historical --Atria 13,308 15,006 14,978 15,310
Options to purchase
common stock (1) - (882) (852)
-------- -------- -------- --------------
13,308 14,124 14,126 15,310
Exchange ratio 1.544615 1.544615 1.544615 1.544615
20,556 21,816 21,819 23,648
-------- -------- -------- --------------
Pro forma combined 36,394 37,600 37,710 43,569
======== ======== ======== ==============
</TABLE>
/(1)/ To exclude common stock equivalents arising from options to purchase Atria
common stock during periods where they would be antidilutive on a pro
forma combined basis.
10
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-80067) pertaining to the Performix, Inc. 1991
Incentive Stock Option Plan of Pure Software Inc. and in the Registration
Statement (Form S-8 No. 333-10789) pertaining to the Atria Software, Inc. 1990
Stock Option Plan, the Atria Software, Inc. 1994 Stock Plan, the Atria
Software, Inc. 1994 Non-Employee Director Stock Option Plan, the Atria
Software, Inc. 1994 Employee Stock Purchase Plan, and the Pure Software Inc.
1995 Stock Option Plan of Pure Software Inc. of our report dated January 23,
1996, with respect to the consolidated financial statements as of and for
the three years ended December 31, 1995 and the related schedules of Atria
Software, Inc. included in the Registration Statement (Form S-4 No. 333-08695)
of Pure Software.
Ernst & Young LLP
Boston, Massachusetts
November 6, 1996
