-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VERCMl2ofDHTpKOU+/+VyfoXy6ToL1V7Gm4jsdh6/FTmVt+OMWblpGZ8HMJIBWW2 GlM13DnZQLeXXtgoDFQawg== 0000950005-98-000911.txt : 19981119 0000950005-98-000911.hdr.sgml : 19981119 ACCESSION NUMBER: 0000950005-98-000911 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981113 ITEM INFORMATION: FILED AS OF DATE: 19981118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOOLE & BABBAGE INC CENTRAL INDEX KEY: 0000734394 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 941651571 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-13258 FILM NUMBER: 98754691 BUSINESS ADDRESS: STREET 1: 3131 ZANKER ROAD CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4085263000 MAIL ADDRESS: STREET 1: 3131 ZANKER ROAD CITY: SAN JOSE STATE: CA ZIP: 95134 8-K 1 FORM 8-K 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): November 13, 1998 Boole & Babbage, Inc. (Exact name of registrant as specified in its charter) Delaware 0-132-58 94-1651571 (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 3131 Zanker Road San Jose, California 95134-1933 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (408) 526-3000 _______________________________ (Former name or former address, if changed since last report) Item 5. Other Events. On November 13, 1998, Platinum Technology, Inc. filed a Complaint and Motion for Preliminary Injunction in the Circuit Court of the Eighteenth Judicial Circuit Chancery Division, Dupage County, Wheaton, Illinois. The Complaint alleges that Boole & Babbage is in breach of a standstill and exclusive negotiation agreement with Platinum, and further that BMC Software, Inc. tortiously interfered with such alleged agreement when it negotiated and executed the merger agreement between Boole & Babbage and BMC Software announced on November 2, 1998. Platinum seeks entry of an injunction voiding the BMC merger agreement and requiring Boole & Babbage to negotiate exclusively with Platinum for an uninterrupted 120-day period. Boole & Babbage is currently evaluating the Complaint but believes that the claims by Platinum are without merit, and intends to vigorously defend itself against the allegations in the Complaint. Boole & Babbage continues to believe that the BMC merger agreement is in the best interests of its shareholders. On November 16, 1998, Boole & Babbage issued a press release relating to such lawsuit. A copy of the press release is attached hereto as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit No. Description 99.1 Press Release dated November 16, 1998. 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. BOOLE & BABBAGE, INC. /s/ Arthur Knapp --------------------------------- Arthur Knapp Senior Vice President and Chief Financial Officer Dated: November 17, 1998 EX-99.1 2 PRESS RELEASE Contact: Arthur Knapp For Immediate Release Chief Financial Officer 408-526-3333 aknapp@boole.com BOOLE & BABBAGE ANNOUNCES FILING OF MOTION FOR PRELIMINARY INJUNCTION BY PLATINUM TECHNOLOGY SAN JOSE, California, November 16, 1998 -- Boole & Babbage, Inc. (Nasdaq: BOOL) today announced that Platinum Technology, Inc. (Nasdaq: PLAT) filed a Complaint and Motion for Preliminary Injunction on November 13, 1998 in the Circuit Court of the Eighteenth Judicial Circuit Chancery Division, Dupage County, Wheaton, Illinois. The complaint alleges that Boole is in breach of a standstill and exclusive negotiation agreement with Platinum, and further, that BMC Software, Inc. (Nasdaq: BMCS) tortiously interfered with such alleged agreement when it negotiated and executed the merger agreement announced on November 2, 1998. Platinum seeks entry of an injunction voiding this merger agreement and requiring Boole to negotiate exclusively with it for an uninterrupted 120-day period. The Company is currently evaluating the complaint but believes that the claims by Platinum are without merit, and intends to vigorously defend itself against the allegations in the complaint. The Company continues to believe that the BMC merger agreement is in the best interests of its shareholders. Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements that involve risks and uncertainties, including timely development and market acceptance of new products, the impact of competitive products particularly from larger companies with more resources, and worldwide economic conditions as they affect the spending intentions of the Company's customers, as well as the other risks detailed from time to time in the Company's SEC reports, including the Form 10-K for fiscal 1997, the Form 10-Q for June 30, 1998 and the Form S-4 filed on November 13, 1998. About Boole & Babbage, Inc. Boole & Babbage is a leader in availability and service level management for distributed systems. Its Enterprise Automation product lines provide a flexible and scaleable set of solutions used by many Fortune 1000 companies to centralize all the IT operations, including systems, applications, databases, middleware, and Web technologies, into a coherent business view to reduce overall business costs. Founded in 1967 and named after two 19th Century forerunners to the modern computing industry (George Boole--of Boolean algebra and Charles Babbage--the Babbage Computing Machine) the Company today is the oldest publicly-traded independent software vendor in the systems management industry with revenues of about $225 million, 930 employees and 43 offices in 26 countries. For more investor information, visit us on the Web at www.boole.com, or call (800) 722-6653, ext. 3417. ### -----END PRIVACY-ENHANCED MESSAGE-----