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 ACT OF 1934
  
          Date of Report (Date of earliest event reported) April 7, 1997
  
                             -------------------------
  
                              PURE ATRIA CORPORATION
  -------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
  
  
       Delaware                      0-26212                    94-3141575
  -------------------------------------------------------------------------------
    (State or other               (Commission               (I.R.S. Employer
     jurisdiction                  File Number)              Identification No.)
    of 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
                                                    -------------------------
  
                                 (Not Applicable)
  -------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  <PAGE>
   
   
  Item 5. Other Events
  
       On April 7, 1997, Pure Atria Corporation, a Delaware corporation ("Pure
  Atria") and Rational Software Corporation, a Delaware corporation ("Rational")
  entered into an Agreement and Plan of Reorganization (the "Merger Agreement")
  among Pure Atria, Rational, and Wings Merger Corporation, a Delaware
  corporation and a wholly-owned subsidiary of Rational. A copy of the press
  release issued by Rational regarding the Merger Agreement is filed herewith as
  Exhibit 99.1 and incorporated by reference herein.
  
       A copy of the Merger Agreement is filed herewith as Exhibit 2.1 and
  incorporated by reference herein. Further agreements, contemplated by the
  Merger Agreement, including the Voting Agreement dated April 7, 1997 by and
  among Rational and certain Pure Atria stockholders, the Voting Agreement dated
  April 7, 1997, by and among Pure Atria and certain Rational stockholders, the
  Stock Option Agreement dated April 7, 1997 by and between Pure Atria and
  Rational (granting Rational an option to purchase Pure Atria stock), the Stock
  Option Agreement dated April 7, 1997, by and between Pure Atria and Rational
  (granting Pure Atria an option to purchase Rational stock), the form of
  Affiliate Agreement dated April 7, 1997 by and among Rational, Pure Atria and
  certain Rational stockholders, and the form of Affiliate Agreement dated April
  7, 1997 by and among Rational, Pure Atria and certain Pure Atria stockholders
  are filed herewith as Exhibits 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7,
  respectively, and incorporated by reference herein.
  
       Also on April 7, 1997, in conjunction with the announcement of the merger
  contemplated by the Merger Agreement, Pure Atria announced that it expects to 
  report revenue and earnings that are below analysts' expectations for the 
  quarter ended March 31, 1997. A copy of the press release issued by Pure Atria
  regarding its revised revenue and earnings estimates is filed herewith as 
  Exhibit 99.8 and incorporated by reference herein.
  
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
  
       (c) Exhibits.
           --------
  
   2.1    Agreement and Plan of Reorganization dated April 7, 1997 by and among
          Rational Software Corporation, a Delaware corporation, Wings Merger
          Corporation, a Delaware corporation and wholly-owned subsidiary of
          Rational Software Corporation, and Pure Atria Corporation, a Delaware
          corporation.
  
  99.1    Press Release of Rational dated April 7, 1997.
  
  99.2    Voting Agreement dated April 7, 1997 by and among Rational Software
          Corporation, a Delaware corporation, and certain stockholders of Pure
          Atria Corporation, a Delaware corporation.
  
  99.3    Voting Agreement dated April 7, 1997 by and between Pure Atria
          Corporation, a Delaware corporation, and certain stockholders of
          Rational Software Corporation, a Delaware corporation.
  
  99.4    Stock Option Agreement dated April 7, 1997, by and between Pure Atria
          Corporation, a Delaware corporation, and Rational Software
          Corporation, a Delaware corporation (granting Rational an option to
          purchase Pure Atria Common Stock).
          
  99.5    Stock Option Agreement dated April 7, 1997 by and between Pure Atria
          Corporation, a Delaware corporation, and Rational Software
          Corporation, a Delaware corporation (granting Pure Atria an option to
          purchase Rational Common Stock).
  <PAGE>
   
   
  99.6    Form of Affiliate Agreement dated April 7, 1997 by and among Rational
          Software Corporation, a Delaware corporation, Pure Atria Corporation, a
          Delaware corporation, and certain stockholders of Rational Software
          Corporation, a Delaware corporation.
  
  99.7    Form of Affiliate Agreement dated April 7, 1997 by and among Rational
          Software Corporation, a Delaware corporation, Pure Atria Corporation, a
          Delaware corporation, and certain stockholders of Pure Atria
          Corporation, a Delaware corporation.
  
  99.8    Press Release of Pure Atria dated April 7, 1997.
  
  <PAGE>
  
   
       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.
  
                                         PURE ATRIA CORPORATION
                                         -----------------------------
                                                  (Registrant)
  
  April 16, 1997                         /s/ W. GEOFFREY STEIN
  ---------------                        ----------------------------------
     (Date)                              W. Geoffrey Stein
                                         Vice President, General 
                                         Counsel and Assistant 
                                         Secretary
                                         
  <PAGE>
   
   
                                   EXHIBIT INDEX
  <TABLE> 
  <CAPTION> 
  
  Exhibit
    No.                               Description
  -------                             -----------
  <C>         <S> 
   2.1         Agreement and Plan of Reorganization dated April 7, 1997 by and
               among Rational Software Corporation, a Delaware corporation, Wings
               Merger Corporation, a Delaware corporation and wholly-owned
               subsidiary of Rational Software Corporation, and Pure Atria
               Corporation, a Delaware corporation.
  
  99.1         Press Release of Rational dated April 7, 1997.
  
  99.2         Voting Agreement dated April 7, 1997 by and among Rational Software
               Corporation, a Delaware corporation, and certain stockholders of
               Pure Atria Corporation, a Delaware corporation.
  
  99.3         Voting Agreement dated April 7, 1997 by and between Pure Atria
               Corporation, a Delaware corporation, and certain stockholders of
               Rational Software Corporation, a Delaware corporation.
  
  99.4         Stock Option Agreement dated April 7, 1997, by and between Pure
               Atria Corporation, a Delaware corporation, and Rational Software
               Corporation, a Delaware corporation (granting Rational an option
               to purchase Pure Atria Common Stock).
  
  99.5         Stock Option Agreement dated April 7, 1997 by and between Pure
               Atria Corporation, a Delaware corporation, and Rational Software
               Corporation, a Delaware corporation (granting Pure Atria an
               option to purchase Rational Common Stock).
  
  99.6         Form of Affiliate Agreement dated April 7, 1997 by and among
               Rational Software Corporation, a Delaware corporation, Pure Atria
               Corporation, a Delaware corporation, and certain stockholders of
               Rational Software Corporation, a Delaware corporation.
  
  99.7         Form of Affiliate Agreement dated April 7, 1997 by and among
               Rational Software Corporation, a Delaware corporation, Pure Atria
               Corporation, a Delaware corporation, and certain stockholders of
               Pure Atria Corporation, a Delaware corporation.
  
  99.8         Press Release of Pure Atria dated April 7, 1997.
  </TABLE>
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8K", "secsgml_size_bytes": 8697}]
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": "97582972"}, "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 ACT OF 1934
  
          Date of Report (Date of earliest event reported) April 7, 1997
  
                             -------------------------
  
                              PURE ATRIA CORPORATION
  -------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
       Delaware                      0-26212                    94-3141575
  -------------------------------------------------------------------------------
    (State or other               (Commission               (I.R.S. Employer
     jurisdiction                  File Number)              Identification No.)
    of 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
                                                    -------------------------
  
                                 (Not Applicable)
  -------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  Item 5. Other Events
  
       On April 7, 1997, Pure Atria Corporation, a Delaware corporation ("Pure
  Atria") and Rational Software Corporation, a Delaware corporation ("Rational")
  entered into an Agreement and Plan of Reorganization (the "Merger Agreement")
  among Pure Atria, Rational, and Wings Merger Corporation, a Delaware
  corporation and a wholly-owned subsidiary of Rational. A copy of the press
  release issued by Rational regarding the Merger Agreement is filed herewith as
  Exhibit 99.1 and incorporated by reference herein.
  
       A copy of the Merger Agreement is filed herewith as Exhibit 2.1 and
  incorporated by reference herein. Further agreements, contemplated by the
  Merger Agreement, including the Voting Agreement dated April 7, 1997 by and
  among Rational and certain Pure Atria stockholders, the Voting Agreement dated
  April 7, 1997, by and among Pure Atria and certain Rational stockholders, the
  Stock Option Agreement dated April 7, 1997 by and between Pure Atria and
  Rational (granting Rational an option to purchase Pure Atria stock), the Stock
  Option Agreement dated April 7, 1997, by and between Pure Atria and Rational
  (granting Pure Atria an option to purchase Rational stock), the form of
  Affiliate Agreement dated April 7, 1997 by and among Rational, Pure Atria and
  certain Rational stockholders, and the form of Affiliate Agreement dated April
  7, 1997 by and among Rational, Pure Atria and certain Pure Atria stockholders
  are filed herewith as Exhibits 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7,
  respectively, and incorporated by reference herein.
  
       Also on April 7, 1997, in conjunction with the announcement of the merger
  contemplated by the Merger Agreement, Pure Atria announced that it expects to 
  report revenue and earnings that are below analysts' expectations for the 
  quarter ended March 31, 1997. A copy of the press release issued by Pure Atria
  regarding its revised revenue and earnings estimates is filed herewith as 
  Exhibit 99.8 and incorporated by reference herein.
  
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
  
       (c) Exhibits.
           --------
  
   2.1    Agreement and Plan of Reorganization dated April 7, 1997 by and among
          Rational Software Corporation, a Delaware corporation, Wings Merger
          Corporation, a Delaware corporation and wholly-owned subsidiary of
          Rational Software Corporation, and Pure Atria Corporation, a Delaware
          corporation.
  
  99.1    Press Release of Rational dated April 7, 1997.
  
  99.2    Voting Agreement dated April 7, 1997 by and among Rational Software
          Corporation, a Delaware corporation, and certain stockholders of Pure
          Atria Corporation, a Delaware corporation.
  
  99.3    Voting Agreement dated April 7, 1997 by and between Pure Atria
          Corporation, a Delaware corporation, and certain stockholders of
          Rational Software Corporation, a Delaware corporation.
  
  99.4    Stock Option Agreement dated April 7, 1997, by and between Pure Atria
          Corporation, a Delaware corporation, and Rational Software
          Corporation, a Delaware corporation (granting Rational an option to
          purchase Pure Atria Common Stock).
          
  99.5    Stock Option Agreement dated April 7, 1997 by and between Pure Atria
          Corporation, a Delaware corporation, and Rational Software
          Corporation, a Delaware corporation (granting Pure Atria an option to
          purchase Rational Common Stock).
  99.6    Form of Affiliate Agreement dated April 7, 1997 by and among Rational
          Software Corporation, a Delaware corporation, Pure Atria Corporation, a
          Delaware corporation, and certain stockholders of Rational Software
          Corporation, a Delaware corporation.
  
  99.7    Form of Affiliate Agreement dated April 7, 1997 by and among Rational
          Software Corporation, a Delaware corporation, Pure Atria Corporation, a
          Delaware corporation, and certain stockholders of Pure Atria
          Corporation, a Delaware corporation.
  
  99.8    Press Release of Pure Atria dated April 7, 1997.
  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.
  
                                         PURE ATRIA CORPORATION
                                         -----------------------------
                                                  (Registrant)
  
  April 16, 1997                         /s/ W. GEOFFREY STEIN
  ---------------                        ----------------------------------
     (Date)                              W. Geoffrey Stein
                                         Vice President, General 
                                         Counsel and Assistant 
                                         Secretary
  EXHIBIT INDEX
  Exhibit
    No.                               Description
  -------                             -----------
  2.1         Agreement and Plan of Reorganization dated April 7, 1997 by and
               among Rational Software Corporation, a Delaware corporation, Wings
               Merger Corporation, a Delaware corporation and wholly-owned
               subsidiary of Rational Software Corporation, and Pure Atria
               Corporation, a Delaware corporation.
  
  99.1         Press Release of Rational dated April 7, 1997.
  
  99.2         Voting Agreement dated April 7, 1997 by and among Rational Software
               Corporation, a Delaware corporation, and certain stockholders of
               Pure Atria Corporation, a Delaware corporation.
  
  99.3         Voting Agreement dated April 7, 1997 by and between Pure Atria
               Corporation, a Delaware corporation, and certain stockholders of
               Rational Software Corporation, a Delaware corporation.
  
  99.4         Stock Option Agreement dated April 7, 1997, by and between Pure
               Atria Corporation, a Delaware corporation, and Rational Software
               Corporation, a Delaware corporation (granting Rational an option
               to purchase Pure Atria Common Stock).
  
  99.5         Stock Option Agreement dated April 7, 1997 by and between Pure
               Atria Corporation, a Delaware corporation, and Rational Software
               Corporation, a Delaware corporation (granting Pure Atria an
               option to purchase Rational Common Stock).
  
  99.6         Form of Affiliate Agreement dated April 7, 1997 by and among
               Rational Software Corporation, a Delaware corporation, Pure Atria
               Corporation, a Delaware corporation, and certain stockholders of
               Rational Software Corporation, a Delaware corporation.
  
  99.7         Form of Affiliate Agreement dated April 7, 1997 by and among
               Rational Software Corporation, a Delaware corporation, Pure Atria
               Corporation, a Delaware corporation, and certain stockholders of
               Pure Atria Corporation, a Delaware corporation.
  
  99.8         Press Release of Pure Atria dated April 7, 1997.