<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 31, 1999
THE VANTIVE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-26592 77-0266662
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation ) Number) Identification Number)
2525 AUGUSTINE DRIVE
SANTA CLARA, CA 95054
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (408) 982-5700
================================================================================
<PAGE> 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On December 29, 1999 the Registrant's stockholders approved the merger
of the Registrant with a wholly-owned subsidiary of PeopleSoft, Inc., a Delaware
corporation ("PeopleSoft"), with the Registrant as the surviving company (the
"Merger"). The Merger became effective on December 31, 1999. As a result of the
Merger, the Registrant became a wholly-owned subsidiary of PeopleSoft resulting
in PeopleSoft's control of the Registrant. The consideration paid by PeopleSoft
consisted of newly issued shares of PeopleSoft's common stock. PeopleSoft will
issue 0.825ths of a share of its common stock in exchange for each share of the
Registrant's issued and outstanding common stock, with cash being paid in lieu
of fractional shares. As a result of the Merger, PeopleSoft is the direct
beneficial owner of 100% of the voting securities of the Registrant.
PeopleSoft has entered into employment agreements with Marie Alexander,
Guy DuBois and Eric Miles whereby Ms. Alexander and Messrs. DuBois and Miles
agree to remain employed by PeopleSoft or one of its subsidiaries after the
Merger.
There are no other arrangements of which the Registrant is aware, the
operation of which may at a subsequent date result in a change of control of the
Registrant.
<PAGE> 3
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 as of December 31, 1999.
THE VANTIVE CORPORATION
By: /s/ Stephen F. Hill
---------------------------------------
Stephen F. Hill
President and Chief Financial Officer
