content: <PAGE>
   
                                   UNITED STATES
                         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):  August 29, 1997
                                                     -----------------------------
  
  
  
                                 RED BRICK SYSTEMS, INC.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
              Delaware                0-27310                  77-0145392
  -------------------------------------------------------------------------------
  (State or Other Jurisdiction of    (Commission             (I.R.S. Employer
           Incorporation)            File Number)            Identification No.)
   
  
  485 Alberto Way, Los Gatos, California                                95032
  ------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                           (Zip Code)
  
  
  Registrant's telephone number, including area code  408-399-3200
                                                    ----------------------------
  
  
                                 Not Applicable
   -----------------------------------------------------------------------------
           (Former Name or former address, if changed since last report)
  
                                          
  <PAGE>
   
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
  (a)  On August 29, 1997, the Registrant executed an asset purchase agreement
       with CMG Information Services, Inc., a Delaware corporation ("CMGI"), and
       Engage Technologies, Inc., a Delaware corporation ("Engage"), whereby the
       Registrant acquired the source code and related documentation to the
       Engage software products "Engage.Fusion" and "Engage.Discover," and such
       products' shared, object-oriented, metadata facility, all of which are
       currently technology under development, and certain hardware and software
       assets of Engage used in such development (the "Technology Purchase
       Agreement"). The Registrant expects to take a charge of approximately $11
       million for in-process research and development based upon a preliminary
       independent appraisal. The Registrant paid CMGI $9,543,013 in cash and
       issued to CMGI 238,160 shares of unregistered common stock. The source of
       funds used to pay CMGI was working capital.
  
       If developed successfully, the Registrant intends to then integrate the
  products developed from the acquired technology into Red Brick Warehouse, the
  Registrant's relational database specialized for data warehouse applications,
  to create a next-generation, end-to-end data warehouse platform of products.
  
       The terms of the Technology Purchase Agreement were the result of arm's-
  length negotiations among the parties. Prior to execution of the Technology
  Purchase Agreement, neither the Registrant nor any of its affiliates, officers
  or directors had any material relationship with CMGI or Engage.
  
  (b)  CMGI including its wholly owned subsidiary, Engage, is a direct marketing
       service provider that invests in, develops and integrates advanced,
       Internet, interactive and database management technologies. Under the
       terms of the Technology Purchase Agreement, the Registrant acquired,
       among other items, certain computer hardware used by Engage in its
       research and development of such database management technology. The
       Registrant intends to continue to use the computer hardware in its
       further development of the technology acquired and its integration into
       the Red Brick Warehouse product.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
  (a)    Financial Statements of Business Acquired.  Not required.
         -----------------------------------------                
  
  (b)    Pro Forma Financial Information.  Not required.
         -------------------------------                
  
  (c)    Exhibits:
         -------- 
  
         10.24   Technology Purchase Agreement dated as of August 29, 1997, by
                 and among Registrant, CMGI and Engage and the exhibit thereto
                 setting forth the description of the assets acquired
                 thereunder.
  <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.
  
  
  Date:  September 15, 1997    RED BRICK SYSTEMS, INC.
   
  
  
  
                               By:  /s/ Christopher G. Erickson
                                    ---------------------------
                                    Christopher G. Erickson
                                    President, Chief Executive Officer and
                                    Chairman of the Board of Directors
  <PAGE>
   
                                   EXHIBIT INDEX
  
  Exhibit
  Number     Description
  ------     -----------
  
  10.24      Technology Purchase Agreement dated as of August 29, 1997, by and
             among Registrant, CMGI and Engage and the exhibit thereto setting
             forth the description of the Database Technology acquired thereunder.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 5557}]
metadata_filer: {"company-data": {"conformed-name": "RED BRICK SYSTEMS INC", "cik": "0001001489", "assigned-sic": "7372", "irs-number": "770145392", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27310", "film-number": "97680719"}, "business-address": {"street1": "485 ALBERTO WAY", "city": "LOS GATOS", "state": "CA", "zip": "95032", "phone": "4083993200"}}
text: UNITED STATES
                         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):  August 29, 1997
                                                     -----------------------------
  
                                 RED BRICK SYSTEMS, INC.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
              Delaware                0-27310                  77-0145392
  -------------------------------------------------------------------------------
  (State or Other Jurisdiction of    (Commission             (I.R.S. Employer
           Incorporation)            File Number)            Identification No.)
   
  
  485 Alberto Way, Los Gatos, California                                95032
  ------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                           (Zip Code)
  
  Registrant's telephone number, including area code  408-399-3200
                                                    ----------------------------
  
                                 Not Applicable
   -----------------------------------------------------------------------------
           (Former Name or former address, if changed since last report)
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
  (a)  On August 29, 1997, the Registrant executed an asset purchase agreement
       with CMG Information Services, Inc., a Delaware corporation ("CMGI"), and
       Engage Technologies, Inc., a Delaware corporation ("Engage"), whereby the
       Registrant acquired the source code and related documentation to the
       Engage software products "Engage.Fusion" and "Engage.Discover," and such
       products' shared, object-oriented, metadata facility, all of which are
       currently technology under development, and certain hardware and software
       assets of Engage used in such development (the "Technology Purchase
       Agreement"). The Registrant expects to take a charge of approximately $11
       million for in-process research and development based upon a preliminary
       independent appraisal. The Registrant paid CMGI $9,543,013 in cash and
       issued to CMGI 238,160 shares of unregistered common stock. The source of
       funds used to pay CMGI was working capital.
  
       If developed successfully, the Registrant intends to then integrate the
  products developed from the acquired technology into Red Brick Warehouse, the
  Registrant's relational database specialized for data warehouse applications,
  to create a next-generation, end-to-end data warehouse platform of products.
  
       The terms of the Technology Purchase Agreement were the result of arm's-
  length negotiations among the parties. Prior to execution of the Technology
  Purchase Agreement, neither the Registrant nor any of its affiliates, officers
  or directors had any material relationship with CMGI or Engage.
  
  (b)  CMGI including its wholly owned subsidiary, Engage, is a direct marketing
       service provider that invests in, develops and integrates advanced,
       Internet, interactive and database management technologies. Under the
       terms of the Technology Purchase Agreement, the Registrant acquired,
       among other items, certain computer hardware used by Engage in its
       research and development of such database management technology. The
       Registrant intends to continue to use the computer hardware in its
       further development of the technology acquired and its integration into
       the Red Brick Warehouse product.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
  (a)    Financial Statements of Business Acquired.  Not required.
         -----------------------------------------                
  
  (b)    Pro Forma Financial Information.  Not required.
         -------------------------------                
  
  (c)    Exhibits:
         -------- 
  
         10.24   Technology Purchase Agreement dated as of August 29, 1997, by
                 and among Registrant, CMGI and Engage and the exhibit thereto
                 setting forth the description of the assets acquired
                 thereunder.
  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.
  
  Date:  September 15, 1997    RED BRICK SYSTEMS, INC.
   
  
                               By:  /s/ Christopher G. Erickson
                                    ---------------------------
                                    Christopher G. Erickson
                                    President, Chief Executive Officer and
                                    Chairman of the Board of Directors
  EXHIBIT INDEX
  
  Exhibit
  Number     Description
  ------     -----------
  
  10.24      Technology Purchase Agreement dated as of August 29, 1997, by and
             among Registrant, CMGI and Engage and the exhibit thereto setting
             forth the description of the Database Technology acquired thereunder.