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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): JANUARY 31, 1997
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PURE ATRIA CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-26212 94-3141575
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
1309 SOUTH MARY AVENUE, SUNNYVALE, CALIFORNIA 94087
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 720-1600
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N/A
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On January 31, 1997 (the "Closing Date"), pursuant to an Agreement and Plan
of Reorganization dated as of November 17, 1996 (the "Reorganization
Agreement"), among Pure Atria Corporation ("Pure Atria"), Delaware PAI Corp., a
Delaware corporation and wholly-owned subsidiary of Pure Atria ("Merger Sub"),
and Integrity QA Software, Inc., a Delaware corporation ("Integrity"), Pure
Atria acquired Integrity by means of a statutory merger (the "Merger") of
Integrity into Merger Sub, with Merger Sub remaining as the surviving
corporation in the Merger. As a result of the Merger, Integrity became a wholly-
owned subsidiary of Pure Atria. Pure Atria develops, markets and supports a
comprehensive, integrated suite of software products that are designed to
improve the software development process and enable the production of reliable,
high-quality software. Integrity was founded to develop, market and support
automated software quality products for use in software development and design.
Merger Sub was formed solely for the purpose of effecting the Merger.
Pursuant to the Reorganization Agreement, 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 Integrity options to be assumed by Pure
Atria) in exchange for (i) all of the issued and outstanding capital stock of
Integrity and (ii) all unexpired and unexercised stock options to acquire
capital stock of Integrity. Each outstanding share of Integrity Preferred Stock
was converted into a right to receive (i) $6.50 in cash and (ii) that fraction
of a share of Pure Atria Common Stock obtained by dividing $6.50 by the average
of the closing prices of Pure Atria's Common Stock as quoted on The Nasdaq Stock
Market's Nasdaq National Market ("Nasdaq") for the five trading days immediately
preceding the closing date of the Merger (the "Preferred Exchange Ratio"). Each
outstanding share of Integrity Common Stock was converted into a right to
receive that fraction of a share of Pure Atria Common Stock obtained by dividing
$6.3254 by the average of the closing prices of Pure Atria's Common Stock as
quoted on Nasdaq for the five trading days immediately preceding the closing
date of the Merger (the "Common Exchange Ratio"). Cash was paid in lieu of any
fractional shares of Pure Atria Common Stock. All outstanding options to
acquire Integrity Capital Stock were assumed by Pure Atria. Each such option
became exercisable for that number of whole shares of Pure Atria Common Stock
equal to the product of the number of shares of Integrity Common Stock that were
issuable upon exercise of such Integrity Option immediately prior to the
Effective Time multiplied by the Common Exchange Ratio, rounded down to the
nearest whole number of shares of Pure Atria Common Stock. The per share
exercise price for the shares of Pure Atria Common Stock issuable upon exercise
of such assumed Integrity Option is equal to the quotient determined by dividing
the exercise price per share of Integrity Common Stock at which such Integrity
Option was exercisable immediately prior to the Effective Time by the Common
Exchange Ratio, rounded up to the nearest whole cent.
The consideration paid by Pure Atria for the outstanding capital stock of
Integrity pursuant to the Reorganization Agreement was determined pursuant to
arms' length negotiations and took into account various factors concerning the
valuation of the business of Integrity, including public market valuations of
comparable companies, discounted cash flows for Integrity, and multiples paid in
recent acquisitions of comparable companies.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Integrity.
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The Financial Statements of Integrity required to be filed pursuant to
Item 7(a) of Form 8-K are incorporated herein by reference to Pure Atria's
Registration Statement on Form S-4, Registration No. 333-19319 (the
"Registrant's 1997 S-4").
(b) Pro Forma Financial Information.
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The Pro Forma Financial Information required to be filed pursuant to
Item 7(b) of Form 8-K are incorporated herein by reference to 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.
23.1 Consent of Price Waterhouse LLP.
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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 hereunto duly authorized.
Dated: February 18, 1997 PURE ATRIA CORPORATION
/s/ W. Geoffrey Stein
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W. Geoffrey Stein
Vice President and General Counsel
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Index to Exhibits
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Exhibit
Number Description of Document
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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.
23.1 Consent of Price Waterhouse LLP.
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EXHIBIT 2.2
CERTIFICATE OF MERGER
MERGING
INTEGRITY QA SOFTWARE, INC.
WITH AND INTO
DELAWARE PAI CORP.
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Pursuant to Section 251 of the General Corporation Law of
the State of Delaware
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Delaware PAI Corp., a Delaware corporation ("PAI"), DOES HEREBY CERTIFY AS
FOLLOWS:
FIRST: That PAI was incorporated on November 14, 1996, pursuant to the
Delaware General Corporation Law (the "Delaware Law"), and Integrity QA
Software, Inc. ("Integrity") was incorporated on November 1, 1995.
SECOND: That an Agreement and Plan of Reorganization (the "Reorganization
Agreement"), dated as of November 17, 1996, among Pure Atria Corporation, a
Delaware corporation, PAI and Integrity, setting forth the terms and conditions
of the merger of Integrity with and into PAI (the "Merger"), has been approved,
adopted, certified, executed and acknowledged by each of the constituent
corporations in accordance with the requirements of Section 251 of the Delaware
Law.
THIRD: That the surviving corporation (the "Surviving Corporation") shall
be PAI, which shall change its name to "Integrity QA Software, Inc."
FOURTH: That pursuant to the Reorganization Agreement, from and after the
effective time of the Merger, the Certificate of Incorporation of PAI shall
continue to be the Certificate of Incorporation of the Surviving Corporation,
except that Article 1 is to be amended in its entirety to read as follows:
"The name of the corporation is Integrity QA Software, Inc."
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FIFTH: That an executed copy of the Reorganization Agreement is on file at
the principal place of business of the Surviving Corporation at the following
address:
1309 South Mary Avenue
Sunnyvale, California 94087
SIXTH: That a copy of the Reorganization Agreement will be furnished by
the Surviving Corporation, on request and without cost, to any stockholder of
any constituent corporation.
SEVENTH: That the Merger shall become effective upon the filing of this
Certificate of Merger with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, PAI has caused this Certificate of Merger to be
executed in its corporate name as of the 31st day of January 1997.
DELAWARE PAI CORP.
By: /s/ W. Geoffrey Stein
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W. Geoffrey Stein
Vice President, General Counsel and
Assistant Secretary
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Current Report on
Form 8-K of Pure Atria Corporation of our report dated November 27, 1996
included in its Registration Statement on Form S-4 (No.333-19319) dated January
24, 1997 relating to the financial statements of Integrity QA Software, Inc.,
for the period from inception (November 1, 1995) through September 30, 1996.
/s/Price Waterhouse LLP
PRICE WATERHOUSE LLP
San Jose, California
January 23, 1997
