content: <PAGE>
   
                        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 17, 1997
  
  
  
                            BORLAND INTERNATIONAL, INC.
              (Exact name of registrant as specified in its charter)
  
  
             DELAWARE                     33-80946                 94-2895440
  (State or other jurisdiction of  (Commission File Number)     (I.R.S. Employer)
   incorporation or organization)                              Identification No.)
  
  
   
               100 BORLAND WAY                            95066-3249
          SCOTTS VALLEY, CALIFORNIA                       (Zip Code)
    (Address of principal executive offices)  
  
  
  
        Registrant's telephone number, including area code:  (408) 431-1000
  
                                  Not applicable.
                   ---------------------------------------------
           (Former name or former address, if changed since last report)
  <PAGE>
   
  ITEM 5.  OTHER EVENTS.
  
          On November 17, 1997, Borland International, Inc. ("Borland"), Visigenic
  Software, Inc. ("Visigenic") and Vixen Acquisition Corporation, a wholly-owned
  subsidiary of Borland ("Sub"), entered into an Agreement and Plan of Merger (the
  "Agreement").  Under the Agreement, as more fully described in the joint press
  release filed herewith, Sub will merge with and into Visigenic, each share of
  common stock of Visigenic will be converted into 0.81988 of a share of common
  stock of Borland, and each share of common stock of Sub will be converted into
  one share of common stock of Visigenic, which will become a wholly-owned
  subsidiary of Borland. Outstanding options to acquire Visigenic common stock
  will be converted into Borland options. The Agreement has been approved by the
  respective Boards of Directors of Visigenic and Borland, and the transactions
  contemplated thereby are subject to the approval of the respective stockholders
  of Visigenic and Borland and other customary closing conditions. The acquisition
  contemplated by the Agreement is intended to be accounted for as a pooling of
  interests and is intended to qualify as a tax-free reorganization. Borland
  anticipates that it will incur a nonrecurring charge against income in the
  fiscal quarter in which the acquisition closes, which charge is presently
  estimated to be approximately $10 to $12 million, for restructuring costs, the
  elimination of redundant operations, as well as legal, accounting and financial
  advisory fees and other transaction-related expenses in connection with the
  acquisition of Visigenic.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
          (a)  Financial statements of business acquired.  Not applicable.
  
          (b)  Pro forma financial information.  Not applicable.
   
          (c)    Exhibits.
  
  
  <TABLE>
  <CAPTION>
  Exhibit No.         Description
  -----------         -----------
  <S>                 <C>
  2.1                 Agreement and Plan of Merger, dated as of November 17, 1997, among Borland, Vixen
                      Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of
                      Borland, and Visigenic.
                      
  99.1                Joint press release dated November 18, 1997.
                      
  99.2                Form of Voting Agreement dated November 17,1997 by and among Borland and certain
                      stockholders of Visigenic.
  </TABLE>
  
  
  
                                         2
  <PAGE>
   
                                    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.
  
  
  
                                   Borland International,  Inc.
  
  
  
  November 20, 1997                By:   /s/ Kathleen M. Fisher
                                      ------------------------------------------
                                      Kathleen M. Fisher,
                                      Vice President and Chief Financial Officer
  
  
  
  
  
  
  
  
  
  
                                         3
  <PAGE>
   
                                   EXHIBIT INDEX
  
  
  
  <TABLE>
  <CAPTION>
  Exhibit No.     Description
  -----------     -----------
  <S>             <C>
     2.1          Agreement and Plan of Merger, dated as of November 17, 1997,
                  among Borland, Vixen Acquisition Corporation, a Delaware
                  corporation and wholly-owned subsidiary of Borland, and
                  Visigenic.
  
    99.1          Joint press release dated November 18, 1997.
  
    99.2          Form of Voting Agreement dated November 17, 1997 by and among
                  Borland and certain stockholders of Visigenic.
  </TABLE>
  
  
  
  
  
  
  
  
                                         4
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metadata_filer: {"company-data": {"conformed-name": "BORLAND INTERNATIONAL INC /DE/", "cik": "0000853273", "assigned-sic": "7372", "irs-number": "942895440", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10824", "film-number": "97726606"}, "business-address": {"street1": "100 BORLAND WAY", "city": "SCOTTS VALLEY", "state": "CA", "zip": "95066-3249", "phone": "4084311000"}, "mail-address": {"street1": "100 BORLAND WAY", "city": "SCOTTS VALLEY", "state": "CA", "zip": "95066"}, "former-company": {"former-conformed-name": "BORLAND INTERNATIONAL DELAWARE INC", "date-changed": "19891011"}}
text: 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 17, 1997
  
                            BORLAND INTERNATIONAL, INC.
              (Exact name of registrant as specified in its charter)
  
             DELAWARE                     33-80946                 94-2895440
  (State or other jurisdiction of  (Commission File Number)     (I.R.S. Employer)
   incorporation or organization)                              Identification No.)
  
   
               100 BORLAND WAY                            95066-3249
          SCOTTS VALLEY, CALIFORNIA                       (Zip Code)
    (Address of principal executive offices)  
  
        Registrant's telephone number, including area code:  (408) 431-1000
  
                                  Not applicable.
                   ---------------------------------------------
           (Former name or former address, if changed since last report)
  ITEM 5.  OTHER EVENTS.
  
          On November 17, 1997, Borland International, Inc. ("Borland"), Visigenic
  Software, Inc. ("Visigenic") and Vixen Acquisition Corporation, a wholly-owned
  subsidiary of Borland ("Sub"), entered into an Agreement and Plan of Merger (the
  "Agreement").  Under the Agreement, as more fully described in the joint press
  release filed herewith, Sub will merge with and into Visigenic, each share of
  common stock of Visigenic will be converted into 0.81988 of a share of common
  stock of Borland, and each share of common stock of Sub will be converted into
  one share of common stock of Visigenic, which will become a wholly-owned
  subsidiary of Borland. Outstanding options to acquire Visigenic common stock
  will be converted into Borland options. The Agreement has been approved by the
  respective Boards of Directors of Visigenic and Borland, and the transactions
  contemplated thereby are subject to the approval of the respective stockholders
  of Visigenic and Borland and other customary closing conditions. The acquisition
  contemplated by the Agreement is intended to be accounted for as a pooling of
  interests and is intended to qualify as a tax-free reorganization. Borland
  anticipates that it will incur a nonrecurring charge against income in the
  fiscal quarter in which the acquisition closes, which charge is presently
  estimated to be approximately $10 to $12 million, for restructuring costs, the
  elimination of redundant operations, as well as legal, accounting and financial
  advisory fees and other transaction-related expenses in connection with the
  acquisition of Visigenic.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
          (a)  Financial statements of business acquired.  Not applicable.
  
          (b)  Pro forma financial information.  Not applicable.
   
          (c)    Exhibits.
  Exhibit No.         Description
  -----------         -----------
  2.1                 Agreement and Plan of Merger, dated as of November 17, 1997, among Borland, Vixen
                      Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of
                      Borland, and Visigenic.
                      
  99.1                Joint press release dated November 18, 1997.
                      
  99.2                Form of Voting Agreement dated November 17,1997 by and among Borland and certain
                      stockholders of Visigenic.
  2
  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.
  
                                   Borland International,  Inc.
  
  November 20, 1997                By:   /s/ Kathleen M. Fisher
                                      ------------------------------------------
                                      Kathleen M. Fisher,
                                      Vice President and Chief Financial Officer
  
                                         3
  EXHIBIT INDEX
  Exhibit No.     Description
  -----------     -----------
  2.1          Agreement and Plan of Merger, dated as of November 17, 1997,
                  among Borland, Vixen Acquisition Corporation, a Delaware
                  corporation and wholly-owned subsidiary of Borland, and
                  Visigenic.
  
    99.1          Joint press release dated November 18, 1997.
  
    99.2          Form of Voting Agreement dated November 17, 1997 by and among
                  Borland and certain stockholders of Visigenic.
  4