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):  JANUARY 31, 1997
                                                     -----------------------------
  
                              PURE ATRIA CORPORATION
  --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
   
   
            DELAWARE                     0-26212                  94-3141575
  --------------------------------------------------------------------------------
          (State or other              (Commission               (IRS Employer
          jurisdiction of              File Number)         Identification Number)
          incorporation)
   
                 1309 SOUTH MARY AVENUE, SUNNYVALE, CALIFORNIA            94087
  --------------------------------------------------------------------------------
                   (Address of principal executive offices)             (Zip Code)
  
  
  Registrant's telephone number, including area code:  (408) 720-1600
                                                       ---------------------------
  
                                        N/A
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  <PAGE>
   
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.
            ------------------------------------ 
  
       On January 31, 1997 (the "Closing Date"), pursuant to an Agreement and Plan
  of Reorganization dated as of November 17, 1996 (the "Reorganization
  Agreement"), among Pure Atria Corporation ("Pure Atria"), Delaware PAI Corp., a
  Delaware corporation and wholly-owned subsidiary of Pure Atria ("Merger Sub"),
  and Integrity QA Software, Inc., a Delaware corporation ("Integrity"), Pure
  Atria acquired Integrity by means of a statutory merger (the "Merger") of
  Integrity into Merger Sub, with Merger Sub remaining as the surviving
  corporation in the Merger. As a result of the Merger, Integrity became a wholly-
  owned subsidiary of Pure Atria.  Pure Atria develops, markets and supports a
  comprehensive, integrated suite of software products that are designed to
  improve the software development process and enable the production of reliable,
  high-quality software.  Integrity was founded to develop, market and support
  automated software quality products for use in software development and design.
  Merger Sub was formed solely for the purpose of effecting the Merger.
  
       Pursuant to the Reorganization Agreement, an aggregate of 1,237,228 shares
  of Pure Atria Common Stock were issued (including Pure Atria Common Stock to be
  reserved for issuance upon exercise of Integrity options to be assumed by Pure
  Atria) in exchange for (i) all of the issued and outstanding capital stock of
  Integrity and (ii) all unexpired and unexercised stock options to acquire
  capital stock of Integrity.  Each outstanding share of Integrity Preferred Stock
  was converted into a right to receive (i) $6.50 in cash and (ii) that fraction
  of a share of Pure Atria Common Stock obtained by dividing $6.50 by the average
  of the closing prices of Pure Atria's Common Stock as quoted on The Nasdaq Stock
  Market's Nasdaq National Market ("Nasdaq") for the five trading days immediately
  preceding the closing date of the Merger (the "Preferred Exchange Ratio").  Each
  outstanding share of Integrity Common Stock was converted into a right to
  receive that fraction of a share of Pure Atria Common Stock obtained by dividing
  $6.3254 by the average of the closing prices of Pure Atria's Common Stock as
  quoted on Nasdaq for the five trading days immediately preceding the closing
  date of the Merger (the "Common Exchange Ratio").  Cash was paid in lieu of any
  fractional shares of Pure Atria Common Stock.  All outstanding options to
  acquire Integrity Capital Stock were assumed by Pure Atria.  Each such option
  became exercisable for that number of whole shares of Pure Atria Common Stock
  equal to the product of the number of shares of Integrity Common Stock that were
  issuable upon exercise of such Integrity Option immediately prior to the
  Effective Time multiplied by the Common Exchange Ratio, rounded down to the
  nearest whole number of shares of Pure Atria Common Stock.  The per share
  exercise price for the shares of Pure Atria Common Stock issuable upon exercise
  of such assumed Integrity Option is equal to the quotient determined by dividing
  the exercise price per share of Integrity Common Stock at which such Integrity
  Option was exercisable immediately prior to the Effective Time by the Common
  Exchange Ratio, rounded up to the nearest whole cent.
  
       The consideration paid by Pure Atria for the outstanding capital stock of
  Integrity pursuant to the Reorganization Agreement was determined pursuant to
  arms' length negotiations and took into account various factors concerning the
  valuation of the business of Integrity, including public market valuations of
  comparable companies, discounted cash flows for Integrity, and multiples paid in
  recent acquisitions of comparable companies.
  
                                        -2-
  <PAGE>
   
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
            --------------------------------- 
  
       (a)  Financial Statements of Integrity.
            --------------------------------- 
  
            The Financial Statements of Integrity required to be filed pursuant to
  Item 7(a) of Form 8-K are incorporated herein by reference to Pure Atria's
  Registration Statement on Form S-4, Registration No. 333-19319 (the
  "Registrant's 1997 S-4").
  
       (b)  Pro Forma Financial Information.
            ------------------------------- 
  
            The Pro Forma Financial Information required to be filed pursuant to
  Item 7(b) of Form 8-K are incorporated herein by reference to Registrant's 1997 
  S-4.
  
       (c)  Exhibits.
            -------- 
  
            2.1  Agreement and Plan of Reorganization dated as of November 17,
                 1996, with exhibits (which is incorporated herein by reference to
                 Registrant's 1997 S-4).
  
            2.2  Certificate of Merger dated January 31, 1997, filed with the
                 Secretary of State of Delaware on January 31, 1997.
  
  
           23.1  Consent of Price Waterhouse LLP.
                                        -3-
  <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.
  
  
  Dated: February 18, 1997               PURE ATRIA CORPORATION
  
  
  
                                         /s/ W. Geoffrey Stein
                                         -----------------------------------------
                                         W. Geoffrey Stein
                                         Vice President and General Counsel
  
                                        -4-
  <PAGE>
   
                                 Index to Exhibits
                                 -----------------
   
       Exhibit                              
       Number               Description of Document
     ---------   -----------------------------------------------------------------
        2.1      Agreement and Plan of Reorganization dated as of November 17,
                 1996, with exhibits (which is incorporated herein by reference to
                 Registrant's 1997 S-4).
  
        2.2      Certificate of Merger dated January 31, 1997, filed with the
                 Secretary of State of Delaware on January 31, 1997.
  
       23.1      Consent of Price Waterhouse LLP.
  
                                        -5-
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 7910}]
metadata_filer: {"company-data": {"conformed-name": "PURE ATRIA CORP", "cik": "0000946487", "assigned-sic": "7372", "irs-number": "943141575", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26212", "film-number": "97537443"}, "business-address": {"street1": "1309 SOUTH MARY AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94087", "phone": "4087201600"}, "mail-address": {"street1": "1309 SOUTH MARY AVENUE", "city": "SUNNYVALE", "state": "CA", "zip": "94087"}, "former-company": {"former-conformed-name": "PURE SOFTWARE INC", "date-changed": "19950609"}}
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):  JANUARY 31, 1997
                                                     -----------------------------
  
                              PURE ATRIA CORPORATION
  --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
   
   
            DELAWARE                     0-26212                  94-3141575
  --------------------------------------------------------------------------------
          (State or other              (Commission               (IRS Employer
          jurisdiction of              File Number)         Identification Number)
          incorporation)
   
                 1309 SOUTH MARY AVENUE, SUNNYVALE, CALIFORNIA            94087
  --------------------------------------------------------------------------------
                   (Address of principal executive offices)             (Zip Code)
  
  Registrant's telephone number, including area code:  (408) 720-1600
                                                       ---------------------------
  
                                        N/A
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.
            ------------------------------------ 
  
       On January 31, 1997 (the "Closing Date"), pursuant to an Agreement and Plan
  of Reorganization dated as of November 17, 1996 (the "Reorganization
  Agreement"), among Pure Atria Corporation ("Pure Atria"), Delaware PAI Corp., a
  Delaware corporation and wholly-owned subsidiary of Pure Atria ("Merger Sub"),
  and Integrity QA Software, Inc., a Delaware corporation ("Integrity"), Pure
  Atria acquired Integrity by means of a statutory merger (the "Merger") of
  Integrity into Merger Sub, with Merger Sub remaining as the surviving
  corporation in the Merger. As a result of the Merger, Integrity became a wholly-
  owned subsidiary of Pure Atria.  Pure Atria develops, markets and supports a
  comprehensive, integrated suite of software products that are designed to
  improve the software development process and enable the production of reliable,
  high-quality software.  Integrity was founded to develop, market and support
  automated software quality products for use in software development and design.
  Merger Sub was formed solely for the purpose of effecting the Merger.
  
       Pursuant to the Reorganization Agreement, an aggregate of 1,237,228 shares
  of Pure Atria Common Stock were issued (including Pure Atria Common Stock to be
  reserved for issuance upon exercise of Integrity options to be assumed by Pure
  Atria) in exchange for (i) all of the issued and outstanding capital stock of
  Integrity and (ii) all unexpired and unexercised stock options to acquire
  capital stock of Integrity.  Each outstanding share of Integrity Preferred Stock
  was converted into a right to receive (i) $6.50 in cash and (ii) that fraction
  of a share of Pure Atria Common Stock obtained by dividing $6.50 by the average
  of the closing prices of Pure Atria's Common Stock as quoted on The Nasdaq Stock
  Market's Nasdaq National Market ("Nasdaq") for the five trading days immediately
  preceding the closing date of the Merger (the "Preferred Exchange Ratio").  Each
  outstanding share of Integrity Common Stock was converted into a right to
  receive that fraction of a share of Pure Atria Common Stock obtained by dividing
  $6.3254 by the average of the closing prices of Pure Atria's Common Stock as
  quoted on Nasdaq for the five trading days immediately preceding the closing
  date of the Merger (the "Common Exchange Ratio").  Cash was paid in lieu of any
  fractional shares of Pure Atria Common Stock.  All outstanding options to
  acquire Integrity Capital Stock were assumed by Pure Atria.  Each such option
  became exercisable for that number of whole shares of Pure Atria Common Stock
  equal to the product of the number of shares of Integrity Common Stock that were
  issuable upon exercise of such Integrity Option immediately prior to the
  Effective Time multiplied by the Common Exchange Ratio, rounded down to the
  nearest whole number of shares of Pure Atria Common Stock.  The per share
  exercise price for the shares of Pure Atria Common Stock issuable upon exercise
  of such assumed Integrity Option is equal to the quotient determined by dividing
  the exercise price per share of Integrity Common Stock at which such Integrity
  Option was exercisable immediately prior to the Effective Time by the Common
  Exchange Ratio, rounded up to the nearest whole cent.
  
       The consideration paid by Pure Atria for the outstanding capital stock of
  Integrity pursuant to the Reorganization Agreement was determined pursuant to
  arms' length negotiations and took into account various factors concerning the
  valuation of the business of Integrity, including public market valuations of
  comparable companies, discounted cash flows for Integrity, and multiples paid in
  recent acquisitions of comparable companies.
  
                                        -2-
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
            --------------------------------- 
  
       (a)  Financial Statements of Integrity.
            --------------------------------- 
  
            The Financial Statements of Integrity required to be filed pursuant to
  Item 7(a) of Form 8-K are incorporated herein by reference to Pure Atria's
  Registration Statement on Form S-4, Registration No. 333-19319 (the
  "Registrant's 1997 S-4").
  
       (b)  Pro Forma Financial Information.
            ------------------------------- 
  
            The Pro Forma Financial Information required to be filed pursuant to
  Item 7(b) of Form 8-K are incorporated herein by reference to Registrant's 1997 
  S-4.
  
       (c)  Exhibits.
            -------- 
  
            2.1  Agreement and Plan of Reorganization dated as of November 17,
                 1996, with exhibits (which is incorporated herein by reference to
                 Registrant's 1997 S-4).
  
            2.2  Certificate of Merger dated January 31, 1997, filed with the
                 Secretary of State of Delaware on January 31, 1997.
  
           23.1  Consent of Price Waterhouse LLP.
                                        -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: February 18, 1997               PURE ATRIA CORPORATION
  
                                         /s/ W. Geoffrey Stein
                                         -----------------------------------------
                                         W. Geoffrey Stein
                                         Vice President and General Counsel
  
                                        -4-
  Index to Exhibits
                                 -----------------
   
       Exhibit                              
       Number               Description of Document
     ---------   -----------------------------------------------------------------
        2.1      Agreement and Plan of Reorganization dated as of November 17,
                 1996, with exhibits (which is incorporated herein by reference to
                 Registrant's 1997 S-4).
  
        2.2      Certificate of Merger dated January 31, 1997, filed with the
                 Secretary of State of Delaware on January 31, 1997.
  
       23.1      Consent of Price Waterhouse LLP.
  
                                        -5-