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) June 5, 2003

TARANTELLA, INC.

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation) 000-21484 (Commission File Number) 94-2549086 (I.R.S. Employer Identification No.)

425 Encinal Street

Santa Cruz, California 95060

(Address of principal executive offices)

(831) 427-7222

(Registrant’s telephone number, including area code)

Item 5. Other Events

The Company is providing an unaudited pro forma balance sheet as of April 30, 2003, reflecting the impact of the acquisition of New Moon Systems, Inc., completed on June 5, 2003, as if such transaction were completed on April 30, 2003 on the Company’s balance sheet as of such date, as required by Nasdaq pursuant to the decision of the Listing Qualifications Panel on May 16, 2003.

Item 7. Exhibits.

Exhibit 2.1 Unaudited pro forma balance sheet as of April 30, 2003, giving effect to the acquisition of New Moon Systems, Inc. as if the acquisition had occurred on April 30, 2003.

SIGNATURE

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.

	TARANTELLA, INC.
Date: June 6, 2003	By:	/s/    STEVEN M. SABBATH
		Steven M. Sabbath Secretary

INDEX TO EXHIBITS FILED WITH THE CURRENT REPORT ON FORM 8-K

Exhibit	Description
2.1	Unaudited pro forma balance sheet as of April 30, 2003, giving effect to the acquisition of New Moon Systems, Inc. as if the acquisition had occurred on April 30, 2003.

EX-2.1

Exhibit 2.1

Tarantella, Inc.

Pro forma Balance Sheet

April 30, 2003

	April 30, 2003
Assets:
Current Assets
Cash & cash equivalents	$	4,852,494
Available-for-sale equity securities		242,768
Trade receivables		4,385,419
Other receivables		279,473
Prepaids and other current asset		631,165
Total Current Assets		10,391,319
Property and equipment, net		850,369
Long Term Assets:
Restricted cash		500,000
Acquired software & Goodwill		3,813,840
Other assets		792,068
Total Assets:	$	16,347,596
Liabilities ands Stockholders’ Equity
Current Liabilities:
Trade Payables	$	597,536
Royalties payable		26,667
Income taxes payable		503,222
Accrued restructuring charges		1,046,100
Accrued expenses and other current liabilities		7,593,792
Deferred revenue		1,414,217
Minimum earn-out liability		2,000,000
Current portion of capital lease		305,681
Total Current Liabilities		10,487,215
Long-term deferred revenues		60,805
Total long-term liabilities		60,805
Total Liabilities		10,548,020
Shareholders' equity
Common Stock		124,491,839
Accumulated other comprehensive income		117,627
Accumulated Deficit		(118,809,890	)
Total Stockholders’ Equity		5,799,576
Total Liabilities & Stockholders’ Equity	$	16,347,596

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED

CONSOLIDATED BALANCE SHEET

The following represents the allocations of the purchase price over the historical net book values of the acquired assets and assumed liabilities of the combined business of New Moon as of the date of the pro forma balance sheet, and is for illustrative purposes only. The actual purchase price allocation will be based on fair values of the acquired assets and assumed liabilities as of the actual acquisition dates. Assuming the transaction occurred on April 30, 2003, the allocation would have been as follows (in thousands):

Cash	$	4,029
Other current assets		322
Acquired software & goodwill		3,614
Current liabilities		(2,351	)
Purchase price	$	5,614

The purchase price reflects the accrual of direct costs arising from the pending merger of Tarantella and New Moon, estimated at approximately $0.2 million. The adjustment also reflects the elimination of the equity of New Moon and the payment of cash and issuance of Tarantella shares and options.