<![CDATA[Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 10, 2000, California Software Corporation
("CSC") acquired Unibol, Ltd, a United Kingdom corporation, and
Unibol, Inc., a Georgia corporation (collectively, "Unibol"),
from Unicomp Computing Group Ltd., a wholly-owned subsidiary of
Unicomp, Inc., and Unicomp, Inc. (collectively "Unicomp"),
respectively (the "Acquisition"). The Acquisition was achieved
pursuant to a Stock Purchase Agreement and Addendum (the
"Agreement"), dated November 10, 2000, by and among CSC, Unibol,
and Unicomp. In connection with the Acquisition, Unicomp
received a cash payment of $1,000,000, will receive addition
payments totaling $500,000 pursuant to monthly installment
payments as set forth in the Agreement, and $1,500,000 in common
stock of CSC as set forth in the Agreement. In determining the
aggregate purchase price for Unibol, CSC took into account the
value of companies of similar industry and size to Unibol,
comparable transactions, and the market for such companies
generally.
Since the date of the press release concerning the
Acquisition, a disagreement has evolved concerning the scope of
the Acquisition and certain deal terms thereof. CSC considers
these disagreements to be material to the Acquisition and hopes
to resolve them as soon as possible.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF UNIBOL. Financial statements of
Unibol required to be filed pursuant to this section are not
available at this time. Such financial statements will be filed
by CSC as soon as practicable by an amended Current Report on
Form 8-K which will be filed within sixty (60) days after the
required filing date of this Current Report on Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION. The pro forma financial
statements of CSC required to be filed pursuant to this section
are not available at this time. Such pro forma financial
information will be filed by CSC as soon as practicable by an
amended Current Report on Form 8-K which will be filed within
sixty (60) days after the required filing date of this Current
Report on Form 8-K.
(c) EXHIBITS.
2.1 Stock Purchase Agreement and Addendum, dated November 10,
2000, by and among California Software Corporation, Inc., Unibol,
Ltd., ICS Computing Group Ltd. (aka Unicomp Computing Group Ltd.)
and Unicomp, Inc.
99.1 Text of Press Release, dated November 10, 2000.
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.
Date: November 27, 2000 CALIFORNIA SOFTWARE CORPORATION, INC.
By: /s/Larry Jagiello, Chief Financial Officer]]>
