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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FROM 8-K/A
CURRENT REPORT
Amendment No. 1
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
February 18, 1997
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Date of Report (date of earliest event reported)
PURE ATRIA CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 000-26212 943141575
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(State or other jurisdiction of (Commission File Number) (I.R.S Employer
incorporation of organization) identification No.)
18880 Homestead Road
Cupertino, CA 95014
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(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 863-9900
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The Registrant hereby amends Item 7 of its Current Report on Form 8-K
filed February 18, 1997 in its entirety to read as follows:
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:
Unaudited condensed balance sheet as of December 31, 1996 and
unaudited condensed statements of operations and cash flows for the
three months ended December 31, 1996.
Notes to Unaudited Condensed Financial Statements.
The audited Balance Sheet as of September 30, 1996, the related
audited statements of operations, common stockholders' equity
(deficit) and cash flows for the period from inception (November 1,
1995) through September 30, 1996 and the related independent
auditors' report are incorporated herein by reference from the
Registrant's Registration Statement on Form S-4, Registration No.
333-19319 ("the Registrant's 1997 S-4").
(b) Pro Forma Financial Information required pursuant to Article II of
Regulation S-X.
The Pro Forma Financial Information required to be filed pursuant
to Item 7(b) of Form 8-K are incorporated herein by reference from
Registrant's 1997 S-4.
(c) Exhibits:
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2.1 Agreement and Plan of Reorganization dated as of November 17,
1996, with exhibits (which is incorporated herein by reference to
Registrant's 1997 S-4).
2.2 Certificate of Merger dated January 31, 1997, filed with the
Secretary of State of Delaware on January 31, 1997.
Previously filed.
23.1 Consent of Price Waterhouse LLP.
Previously filed.
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INTEGRITY QA SOFTWARE, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
UNAUDITED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31,
1996
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ASSETS
<S> <C>
Current assets:
Cash........................................................... $ 438,300
Prepaid deposits and other current assets...................... 53,700
-----------
Total current assets......................................... 492,000
Property and equipment, net...................................... 166,500
Other assets..................................................... 9,400
-----------
Total assets................................................. $ 667,900
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<CAPTION>
LIABILITIES, REDEEMABLE SECURITIES AND COMMON STOCKHOLDERS'
EQUITY (DEFICIT)
<S> <C>
Current liabilities:
Accounts payable and accrued liabilities....................... $ 60,100
Current portion of capitalized lease obligations............... 40,300
Current portion of notes payable............................... 33,000
-----------
Total current liabilities.................................... 133,400
Capitalized lease obligations, net of current portion............ 99,300
Notes payable, net of current portion............................ 47,100
Commitments (Note 9)
Redeemable Series A Preferred Stock; $0.001 par value; 5,000,000
shares authorized, 2,025,000 shares issued and outstanding...... 2,540,500
Redeemable warrants on Series A Preferred Stock.................. 21,600
Common Stock, $0.001 par value; 10,000,000 shares authorized,
2,250,000 shares issued and outstanding......................... 2,200
Deficit accumulated during development stage..................... (2,176,200)
-----------
Total liabilities, redeemable securities and common
stockholders' equity (deficit).............................. $ 667,900
===========
</TABLE>
See accompanying notes to condensed financial statements.
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INTEGRITY QA SOFTWARE, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
UNAUDITED CONDENSED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Cumulative from
Ended Inception (November
December 31, 1995) to December
1996 31, 1996
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<S> <C> <C>
Operating expenses:
Research and development $ 244,900 $ 886,700
General and administrative 209,400 758,100
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Loss from development stage operations (454,300) (1,644,800)
Interest expense, net (8,700) 17,600
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Net loss (463,000) (1,627,200)
Accretion on redeemable Series A Preferred Stock and warrants (137,800) (549,000)
----------- -----------
Net loss attributable to common stock $ (600,800) $(2,176,200)
=========== ===========
Per share data:
Net loss $ (0.21) $ (0.72)
Accretion on redeemable Series A Preferred Stock and warrants (0.06) (0.25)
----------- -----------
Net loss attributable to common stock $ (0.27) $ (0.97)
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Weighted average shares outstanding - primary and fully
diluted 2,250,000 2,250,000
=========== ===========
</TABLE>
See accompanying notes to condensed financial statements.
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<PAGE>
INTEGRITY QA SOFTWARE, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS Cumulative from
ENDED Inception (November
DECEMBER 31, 1995) to
1996 December 31, 1996
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<S> <C> <C>
Cash Flows from Operating Activities:
Net loss........................................................ $ (463,000) $(1,627,200)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization.................................. 15,500 46,200
Changes in assets and liabilities:.............................
Prepaid deposits and other current assets..................... (26,100) (53,700)
Accrued liabilities........................................... 18,300 60,100
Other assets.................................................. -- (9,400)
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Net cash used in operating activities........................ (455,300) (1,584,000)
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Cash Flows from Investing Activities:
Purchases of property and equipment............................. (1,400) (24,800)
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Net cash used in investing activities........................ (1,400) (24,800)
----------- -----------
Cash Flows from Financing Activities:
Principal payments on capital lease obligations................. (19,800) (33,300)
Principal payments on notes payable............................. (2,400) (25,100)
Net proceeds from issuance of Series A Preferred stock.......... -- 1,998,100
Net proceeds from issuance common stock......................... -- 2,200
Proceeds from notes payable..................................... -- 105,200
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Net cash (used in) provided by financing activities.......... (22,200) 2,047,100
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Net (decrease) increase in cash.................................. (478,900) 438,300
Cash at beginning of period...................................... 917,200 --
----------- -----------
Cash at end of period............................................ $ 438,300 $ 438,300
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Supplemental Disclosure of Noncash Investing and Financing
activities:
Acquisition of property and equipment through capital leases
and warrants................................................... 20,900 187,900
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Accretion on redeemable securities.............................. $ 137,800 549,000
=========== ===========
</TABLE>
See accompanying notes to condensed financial statements.
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<PAGE>
Integrity QA Software, Inc.
(A Company in the Development Stage)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(1) Basis of Presentation
The unaudited condensed financial statements included herein reflect all
adjustments, consisting only of normal recurring adjustments, which in the
opinion of management are necessary to fairly state Integrity QA Software,
Inc.'s (the "Company") condensed financial position, the results of its
operations, and its cash flows for the period presented.
These financial statements should be read in conjunction with the audited
financial statements as of September 30, 1996 and for the period from inception
(November 1, 1995), through September 30, 1996, included in Pure Atria
Corporation's registraton statement on Form S-4 (No. 333-19319) as filed with
the Securities and Exchange Commission. The results of operations for the period
ended December 31, 1996 are not necessarily indicative of the results to be
expected for any subsequent quarter.
(2) Per Share Data
Per share data is computed based on the weighted average number of shares
outstanding of common stock and dilutive common equivalent shares from stock
options, warrants and convertible preferred stock using the treasury stock
method.
(3) Subsequent Event
On January 31, 1997, the Company was acquired by Pure Atria Corporation
(Pure Atria) pursuant to an Agreement and Plan of Reorganization executed on
November 17, 1996. An aggregate of 1,237,228 shares of Pure Atria Common Stock
were issued (including Pure Atria Common Stock to be reserved for issuance upon
exercise of the Company's options to be assumed by Pure Atria) in exchange for
(i) all of the issued and outstanding capital stock of the Company and (ii) all
unexpired and unexercised stock options and warrants to acquire capital stock of
the Company. Each outstanding share of the Company's Series A preferred stock
was converted into a right to receive (i) $6.50 in cash and (ii) that fraction
of a share of the Pure Atria's common stock obtained by dividing $6.50 by the
average of the closing prices of the Pure Atria's common stock as quoted on the
Nasdaq National Market for the five trading days immediately preceding the
closing date of the acquisition. Each outstanding share of the Company common
stock was converted into a right to receive that fraction of a share of the Pure
Atria's common stock obtained by dividing $6.3254 by the average of the closing
prices of the Pure Atria's common stock as quoted on the Nasdaq National Market
for the five trading days immediately preceding the closing date of the
acquisition. Each outstanding warrant to purchase shares of the Company's
preferred stock and each outstanding option to purchase the Company's common
stock was assumed by Pure Atria after giving effect to the applicable exchange
ratio.
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Pursuant to this requirement 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.
PURE ATRIA CORPORATION
May 13, 1997 /s/ W. Geoffrey Stein
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W. Geoffrey Stein
Vice President and General Counsel
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