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)  December 3, 1996
                                                         ----------------
  
  
                                   VISIGENIC SOFTWARE, INC.
  --------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
   
   
            Delaware                       0-21127                94-317927
  --------------------------------------------------------------------------------
  (State or other jurisdiction           (Commission            (IRS Employer
         of incorporation)               File Number)         Identification No.)
   
  
  
      951 Mariner's Island Blvd., Suite 120, San Mateo, California        94404
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                              (Zip Code)
  
  
       Registrant's telephone number, including area code   (415) 286-1900
                                                            --------------
  
  
                                  Not applicable
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  <PAGE>
   
  ITEM 5.  OTHER EVENTS.
  
       On December 3, 1996, Visigenic Software, Inc., a Delaware corporation
  ("Visigenic") and CustomWare, Inc., a California corporation ("CustomWare")
  entered into an Agreement and Plan of Reorganization (the "Agreement").  Under
  the Agreement, as more fully described in the Press Release filed herewith,
  CustomWare merged with and into Visigenic.  All of the outstanding shares of
  CustomWare were converted into an aggregate of 125,000 shares of Common Stock of
  Visigenic.  The Agreement has been approved by the respective Boards of
  Directors of CustomWare and Visigenic.  The acquisition contemplated by the
  Agreement is intended to qualify as a tax-free reorganization. The acquisition 
  will be accounted for in the third quarter of fiscal 1997 using the purchase 
  method of accounting.
  
  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 Reorganization by and among
                            Visigenic, CustomWare and Gray Cary Ware &
                            Freidenrich, A Professional Corporation, dated
                            December 3, 1996.
  
                99.1        Press Release of Visigenic dated December 4, 1996.
  
                                         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.
  
                                      VISIGENIC SOFTWARE, INC.
   
  
  Date:  December 16, 1996            By:   /s/ Kevin C. Eichler
                                         -----------------------
                                         Kevin C. Eichler
                                         Vice President, Finance,
                                         Chief Financial Officer,
                                         Treasurer and Secretary
  
                                         3
  <PAGE>
   
                                   EXHIBIT INDEX
   
  
   Exhibit No.                             Description
  --------------   ------------------------------------------------------------
       2.1         Agreement and Plan of Reorganization by and among
                   Visigenic, CustomWare and Gray Cary Ware & Freidenrich, A
                   Professional Corporation, dated December 3, 1996.
  
       99.1        Press Release of Visigenic dated December 4, 1996.
   
  
                                        4
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metadata_filer: {"company-data": {"conformed-name": "VISIGENIC SOFTWARE INC", "cik": "0000917062", "assigned-sic": "7372", "irs-number": "943173927", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21127", "film-number": "96681923"}, "business-address": {"street1": "951 MARINERS ISLAND BLVD", "street2": "SUITE 460", "city": "SAN MATEO", "state": "CA", "zip": "94404", "phone": "4152861900"}, "mail-address": {"street1": "951 MARINERS ISLAND BLVD", "street2": "SUITE 460", "city": "SAN MATEO", "state": "CA", "zip": "94404"}}
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)  December 3, 1996
                                                         ----------------
  
                                   VISIGENIC SOFTWARE, INC.
  --------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
   
   
            Delaware                       0-21127                94-317927
  --------------------------------------------------------------------------------
  (State or other jurisdiction           (Commission            (IRS Employer
         of incorporation)               File Number)         Identification No.)
   
  
      951 Mariner's Island Blvd., Suite 120, San Mateo, California        94404
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                              (Zip Code)
  
       Registrant's telephone number, including area code   (415) 286-1900
                                                            --------------
  
                                  Not applicable
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  ITEM 5.  OTHER EVENTS.
  
       On December 3, 1996, Visigenic Software, Inc., a Delaware corporation
  ("Visigenic") and CustomWare, Inc., a California corporation ("CustomWare")
  entered into an Agreement and Plan of Reorganization (the "Agreement").  Under
  the Agreement, as more fully described in the Press Release filed herewith,
  CustomWare merged with and into Visigenic.  All of the outstanding shares of
  CustomWare were converted into an aggregate of 125,000 shares of Common Stock of
  Visigenic.  The Agreement has been approved by the respective Boards of
  Directors of CustomWare and Visigenic.  The acquisition contemplated by the
  Agreement is intended to qualify as a tax-free reorganization. The acquisition 
  will be accounted for in the third quarter of fiscal 1997 using the purchase 
  method of accounting.
  
  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 Reorganization by and among
                            Visigenic, CustomWare and Gray Cary Ware &
                            Freidenrich, A Professional Corporation, dated
                            December 3, 1996.
  
                99.1        Press Release of Visigenic dated December 4, 1996.
  
                                         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.
  
                                      VISIGENIC SOFTWARE, INC.
   
  
  Date:  December 16, 1996            By:   /s/ Kevin C. Eichler
                                         -----------------------
                                         Kevin C. Eichler
                                         Vice President, Finance,
                                         Chief Financial Officer,
                                         Treasurer and Secretary
  
                                         3
  EXHIBIT INDEX
   
  
   Exhibit No.                             Description
  --------------   ------------------------------------------------------------
       2.1         Agreement and Plan of Reorganization by and among
                   Visigenic, CustomWare and Gray Cary Ware & Freidenrich, A
                   Professional Corporation, dated December 3, 1996.
  
       99.1        Press Release of Visigenic dated December 4, 1996.
   
  
                                        4