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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
August 21, 1997
Date of Report (date of earliest event reported)
The Vantive Corporation
(Exact name of Registrant as specified in its charter)
Delaware 0-26592 77-0266662
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
2455 Augustine Drive
Santa Clara, CA 95054
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 982-5700
Not Applicable
(Former name or former address, if changed since last report)
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Item 9. Sales of Equity Securities Pursuant to Regulation S
On August 21, 1997, The Vantive Corporation (the "Registrant") sold an
aggregate of $69,000,000 of convertible subordinated notes due 2002 (the
"Notes") to certain qualified investors in the United States and outside the
United States. The Notes have a 4-3/4% coupon, are convertible into the
Registrant's common stock at $41.93 per share and have a five-year term. Of the
Notes, $3,250,000 were sold to qualified investors outside the United States in
reliance on Regulation S, Rule 144A or Section 4(2) pursuant to the Securities
Act of 1933, as amended.
In connection with the sale of the Notes, Deutsche Morgan Grenfell,
Hambrecht & Quist and Robertson, Stephens & Company acted as the initial
purchasers of the Notes and received total compensation therewith in the amount
of $2,070,000.
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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: September 4, 1997
The Vantive Corporation
By: /s/ Kathleen Murphy
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Kathleen Murphy
Chief Financial Officer
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