content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, DC  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):     June 28, 1999
  
  
  
                             AGATE TECHNOLOGIES, INC.
                (Exact name of registrant as specified in charter)
  
  
        Delaware                   333-5278-NY           94-3334052
    (State or other                (Commission         (IRS Employer
     jurisdiction                  File Number)      Identification No.)
   of incorporation)
  
                             46783 Lakeview Boulevard
                            Fremont, California  94538
                     (Address of principal executive offices)
  
  
      Registrant's telephone number, including area code      (510) 492-5430
  <PAGE>
  
  ITEM 1.  Changes In Control of Registrant
  
  The transactions described in the Current Report on Form 8-K of ARCA Corp. filed
  June 10, 1999 have occurred.  As a result, former shareholders of Agate
  Technologies, Inc., a California corporation ("Agate-California"), were issued
  shares in ARCA Corp., a New Jersey Corporation ("ARCA"), on June 29, 1999.  On
  June 30, 1999, ARCA was merged into Agate Technologies, Inc., a Delaware
  corporation, which was the survivor and is referred to in this Current Report as
  Registrant.
  
  On June 17, 1999, ARCA issued 500,000 common shares to Bresner Partners, Ltd. in
  exchange for finders and other services rendered in connection with the Agate-
  California transaction.  These shares were issued in a private placement and
  were valued at $250,000 in the aggregate.  This gave Bresner Partners, Ltd. a
  one-third interest in ARCA as there had previously been 1,000,000 shares
  outstanding.  The other major shareholders of ARCA were Stephen M. Robinson, an
  ARCA director through June 29, 1999, who beneficially owned 319,370 common
  shares, and Harry J. Santoro, an ARCA director through June 29, 1999, who
  beneficially owned 213,140 common shares.
  
  On June 29, 1999, ARCA issued common and preferred shares to shareholders of
  Agate-California, who contributed their Agate-California shares to ARCA.  There
  were 1,825,000 ARCA Series A Preferred shares, convertible into 2,737,500 ARCA
  common shares, issued in exchange for 1,825,000 Agate-California Series A
  preferred shares.  There were 11,432,008 ARCA common shares issued in exchange
  for 7,621,336 common shares of Agate-California. As all Agate-California
  shareholders contributed their Agate-California shares of ARCA, Agate-California
  became a wholly owned subsidiary of ARCA.  In addition, ARCA assumed 1,021,000
  options to purchase Agate-California common stock which therefore became options
  to purchase 1,531,500 common shares of ARCA.
  
  The table below shows the beneficial ownership in Registrant held by certain
  persons who were former shareholders of Agate-California and who acquired stock
  ownership in Registrant in the transaction described above:
  <PAGE>
  
  Shareholder Name                         Beneficial Ownership
  ------------------                      ---------------------
                                  Number of Shares     Percentage (1)
                                ---------------------  --------------
  Francis Khoo (5)                1,026,563(2,4)            6.2
  Shirley Ooi (6)                   746,876(3,4)            4.5
  Vincent Ooi (7)                   637,500  (4)            3.9
  Pacific Rim (8)                 6,750,000                40.9
  
  Footnotes:
  ----------
  
  1.  These percentages were calculated using a share base of 16,505,443 shares
  which includes 835,939 shares issuable upon options which held by the persons
  listed in the table which are exercisable within 60 days.  The share base also
  includes the 2,737,500 common shares issuable upon conversion of Series A
  Preferred Stock which is convertible within 60 days.  If one were to exclude the
  Series A Preferred Stock, which is non-voting, one would multiply the ownership
  percentages by approximately 1.2.
  
  2.  Includes 501,563 shares purchasable upon exercise of options that are
  exercisable within 60 days and excludes 173,437 shares purchasable upon exercise
  of options that are not exercisable within 60 days.
  
  3.  Includes 334,376 shares purchasable upon exercise of options that are
  exercisable within 60 days and excludes 115,624 shares purchasable upon exercise
  of options that are not exercisable within 60 days.
  
  4.  Excludes any attribution of beneficial ownership of shares of Registrant
  owned by Pacific Rim.
  
  5.  Mr. Khoo is a member of the board of directors of Registrant and holds the
  office of Chairman of the Board and CEO of Registrant.
  
  6.  Ms. Ooi is a member of the board of directors of Registrant and holds the
  office of Chief Financial Officer of Registrant.  Ms. Ooi and Mr. Ooi are sister
  and brother.
  
  7.  Mr. Ooi is the President and Chief Technical Officer of Registrant.  Mr. Ooi
  and Ms. Ooi are brother and sister.
  
  8.  The only asset of Pacific Rim Trading Co., Ltd., a British Virgin Island
  corporation ("Pacific Rim"), is the 6,750,000 common shares of Registrant that
  it owns.  Pacific Rim shareholders include Mr. Khoo (21.6%), Ms. Ooi (21.6%),
  and Mr. Ooi (7.3%).  Mr. Khoo and Ms. Ooi currently comprise the board of
  directors of Pacific Rim.
  
  To the knowledge of Registrant, there is no agreement, arrangement, or
  understanding among any of the persons listed in the table above with respect to
  the election of directors or otherwise with respect to their shareholdings in
  Registrant.
  
  Item 2.  Acquisition or Disposition of Assets
  
  As described in the Current Reports on Forms 8-K filed June 10, 1999, and June
  16, 1999, ARCA formed a wholly-owned subsidiary named Apta Holdings, Inc., a
  Delaware corporation ("Apta"), into which ARCA transferred all of its assets and
  liabilities.  ARCA owned all 1,000,000 outstanding shares of Apta.  ARCA then
  declared a dividend to all shareholders of record on June 28, 1999, of its
  shares in Apta.  As shareholder Bresner Partners, Ltd. had agreed not to
  participate in such dividend as part of its subscription for ARCA's shares,
  there were 1,000,000 outstanding ARCA shares on June 28, 1999, so each ARCA
  shareholder received one share of Apta for every ARCA share owned.  The main
  assets of ARCA which were transferred to Apta consisted of (1) the stock in a
  corporation whose primary assets consisted of a 4.5% general partner interest
  and a 75.5% limited partner interest in a limited partnership which owned an
  apartment building in Pennsylvania and (2) the stock in a corporation whose
  business was consumer finance and whose assets primarily consisted of cash and
  <PAGE>
  
  notes receivable aggregating approximately $100,000.
  
  On June 29, 1999, ARCA then acquired all of the outstanding stock in Agate-
  California through the issuance of 1,825,000 ARCA Series A Preferred shares and
  11,432,008 ARCA common shares.  Information regarding Agate-California's
  business and selected financial information concerning Agate-California,
  including its unaudited balance sheet as of March 31, 1999, is contained in the
  Information Statement which was filed as Exhibit I to Exhibit 10.19 to ARCA's
  Current Report on Form 8-K filed on June 10, 1999, which is hereby incorporated
  by reference.  The persons described in Item 1 above owned the majority of
  Agate-California's stock.  Agate-California is a technology company focused on
  the design, development, and marketing of its proprietary integrated software
  technology and other products promoting ease of use, data availability,
  mobility, and security in home and corporate personal computer environments.
  Agate-California's major asset is this ongoing business.  Agate-California's
  unaudited March 31, 1999, balance sheet showed approximately $3.0 million of
  assets, approximately $2.2 million of which were cash, cash equivalents, and
  restricted cash.
  
  It is anticipated that for financial accounting purposes the transaction between
  ARCA and Agate-California will be considered to be an acquisition of ARCA by
  Agate-California (i.e. a reverse acquisition) and will be accounted for using
  the purchase method of accounting.
  
  Item 4.   Changes in Registrant's Certifying Accountant
  
  Registrant has chosen to have the independent accountant of Agate-California
  (Ernst & Young) rather than the independent accountant of ARCA (Haefele,
  Flanagan & Co., P.C.) continue as Registrant's accountant since Registrant's
  business in the future will consist of the business of Agate-California and not
  ARCA.  Registrant's board of directors approved this decision on June 30, 1999.
  
  The audit reports of Agate-California for the 1996 and 1997 fiscal years were
  unqualified but had a development stage enterprise footnote.  The audit report
  of Agate-California for the 1998 fiscal year is not yet available.  The audit
  reports of ARCA for fiscal 1997 and 1998 were unqualified.
  
  During their last two fiscal years, neither Agate-California, nor to the best of
  Registrant's knowledge ARCA, have had any disagreement with their accountant on
  any matter of accounting principles or practices, financial statement
  disclosure, or auditing scope or procedure, which disagreement(s), if not
  resolved to the satisfaction of their accountants, would have caused such
  accountant to make reference to the subject matter of the disagreement in
  connection with its report.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
  (a)   Financial Statements of Businesses Acquired.
  
  As of the date of filing this Report on Form 8-K, it is impracticable for the
  Registrant to provide the financial statements required by this item 7(a). The
  financial statements required by this item 7(a), shall be filed by amendment to
  this Form 8-K not later than seventy-five (75) days after June 4, 1999, which is
  the date of the transaction triggering the initial current report on Form 8-K
  filed on June 10, 1999, describing the transaction in question.
  
  (b)   Pro Forma Financial Information
  
  
  As of the date of filing this Report on Form 8-K, Registrant believes
  <PAGE>
  
  that it is not required to provide the pro forma financial information required
  by this item 7(b). In the event that the Company determines that it is required
  to provide the financial statements required by this item 7(b), such financial
  statements shall be filed by amendment to this Form 8-K not later than seventy-
  five (75) days after June 4, 1999, which is the date of the transaction
  triggering the initial current report on Form 8-K filed on June 10, 1999,
  describing the transaction in question.
  
  (c)   Exhibits
  
  16.   Letter re Change in Certifying Accountant:  Letter from  Haefele,
  Flanagan & Co., P.C., dated June 29, 1999, is attached as Exhibit 16 to this
  Current Report on Form 8-K.
  
  ITEM 8.  CHANGE IN FISCAL YEAR
  
  On June 17, 1999, Registrant elected to have an April 1-March 31 fiscal year
  which differs from the calendar year fiscal years used by both Agate-California
  and ARCA.
  
  
                                    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.
  
  
  
                                              AGATE TECHNOLOGIES, INC.
  
                                              /s/ Francis CS Khoo
  DATED: July 8, 1999
                                              By: Francis CS Khoo
                                                  Chairman of the Board and CEO
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text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, DC  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):     June 28, 1999
  
                             AGATE TECHNOLOGIES, INC.
                (Exact name of registrant as specified in charter)
  
        Delaware                   333-5278-NY           94-3334052
    (State or other                (Commission         (IRS Employer
     jurisdiction                  File Number)      Identification No.)
   of incorporation)
  
                             46783 Lakeview Boulevard
                            Fremont, California  94538
                     (Address of principal executive offices)
  
      Registrant's telephone number, including area code      (510) 492-5430
  ITEM 1.  Changes In Control of Registrant
  
  The transactions described in the Current Report on Form 8-K of ARCA Corp. filed
  June 10, 1999 have occurred.  As a result, former shareholders of Agate
  Technologies, Inc., a California corporation ("Agate-California"), were issued
  shares in ARCA Corp., a New Jersey Corporation ("ARCA"), on June 29, 1999.  On
  June 30, 1999, ARCA was merged into Agate Technologies, Inc., a Delaware
  corporation, which was the survivor and is referred to in this Current Report as
  Registrant.
  
  On June 17, 1999, ARCA issued 500,000 common shares to Bresner Partners, Ltd. in
  exchange for finders and other services rendered in connection with the Agate-
  California transaction.  These shares were issued in a private placement and
  were valued at $250,000 in the aggregate.  This gave Bresner Partners, Ltd. a
  one-third interest in ARCA as there had previously been 1,000,000 shares
  outstanding.  The other major shareholders of ARCA were Stephen M. Robinson, an
  ARCA director through June 29, 1999, who beneficially owned 319,370 common
  shares, and Harry J. Santoro, an ARCA director through June 29, 1999, who
  beneficially owned 213,140 common shares.
  
  On June 29, 1999, ARCA issued common and preferred shares to shareholders of
  Agate-California, who contributed their Agate-California shares to ARCA.  There
  were 1,825,000 ARCA Series A Preferred shares, convertible into 2,737,500 ARCA
  common shares, issued in exchange for 1,825,000 Agate-California Series A
  preferred shares.  There were 11,432,008 ARCA common shares issued in exchange
  for 7,621,336 common shares of Agate-California. As all Agate-California
  shareholders contributed their Agate-California shares of ARCA, Agate-California
  became a wholly owned subsidiary of ARCA.  In addition, ARCA assumed 1,021,000
  options to purchase Agate-California common stock which therefore became options
  to purchase 1,531,500 common shares of ARCA.
  
  The table below shows the beneficial ownership in Registrant held by certain
  persons who were former shareholders of Agate-California and who acquired stock
  ownership in Registrant in the transaction described above:
  Shareholder Name                         Beneficial Ownership
  ------------------                      ---------------------
                                  Number of Shares     Percentage (1)
                                ---------------------  --------------
  Francis Khoo (5)                1,026,563(2,4)            6.2
  Shirley Ooi (6)                   746,876(3,4)            4.5
  Vincent Ooi (7)                   637,500  (4)            3.9
  Pacific Rim (8)                 6,750,000                40.9
  
  Footnotes:
  ----------
  
  1.  These percentages were calculated using a share base of 16,505,443 shares
  which includes 835,939 shares issuable upon options which held by the persons
  listed in the table which are exercisable within 60 days.  The share base also
  includes the 2,737,500 common shares issuable upon conversion of Series A
  Preferred Stock which is convertible within 60 days.  If one were to exclude the
  Series A Preferred Stock, which is non-voting, one would multiply the ownership
  percentages by approximately 1.2.
  
  2.  Includes 501,563 shares purchasable upon exercise of options that are
  exercisable within 60 days and excludes 173,437 shares purchasable upon exercise
  of options that are not exercisable within 60 days.
  
  3.  Includes 334,376 shares purchasable upon exercise of options that are
  exercisable within 60 days and excludes 115,624 shares purchasable upon exercise
  of options that are not exercisable within 60 days.
  
  4.  Excludes any attribution of beneficial ownership of shares of Registrant
  owned by Pacific Rim.
  
  5.  Mr. Khoo is a member of the board of directors of Registrant and holds the
  office of Chairman of the Board and CEO of Registrant.
  
  6.  Ms. Ooi is a member of the board of directors of Registrant and holds the
  office of Chief Financial Officer of Registrant.  Ms. Ooi and Mr. Ooi are sister
  and brother.
  
  7.  Mr. Ooi is the President and Chief Technical Officer of Registrant.  Mr. Ooi
  and Ms. Ooi are brother and sister.
  
  8.  The only asset of Pacific Rim Trading Co., Ltd., a British Virgin Island
  corporation ("Pacific Rim"), is the 6,750,000 common shares of Registrant that
  it owns.  Pacific Rim shareholders include Mr. Khoo (21.6%), Ms. Ooi (21.6%),
  and Mr. Ooi (7.3%).  Mr. Khoo and Ms. Ooi currently comprise the board of
  directors of Pacific Rim.
  
  To the knowledge of Registrant, there is no agreement, arrangement, or
  understanding among any of the persons listed in the table above with respect to
  the election of directors or otherwise with respect to their shareholdings in
  Registrant.
  
  Item 2.  Acquisition or Disposition of Assets
  
  As described in the Current Reports on Forms 8-K filed June 10, 1999, and June
  16, 1999, ARCA formed a wholly-owned subsidiary named Apta Holdings, Inc., a
  Delaware corporation ("Apta"), into which ARCA transferred all of its assets and
  liabilities.  ARCA owned all 1,000,000 outstanding shares of Apta.  ARCA then
  declared a dividend to all shareholders of record on June 28, 1999, of its
  shares in Apta.  As shareholder Bresner Partners, Ltd. had agreed not to
  participate in such dividend as part of its subscription for ARCA's shares,
  there were 1,000,000 outstanding ARCA shares on June 28, 1999, so each ARCA
  shareholder received one share of Apta for every ARCA share owned.  The main
  assets of ARCA which were transferred to Apta consisted of (1) the stock in a
  corporation whose primary assets consisted of a 4.5% general partner interest
  and a 75.5% limited partner interest in a limited partnership which owned an
  apartment building in Pennsylvania and (2) the stock in a corporation whose
  business was consumer finance and whose assets primarily consisted of cash and
  notes receivable aggregating approximately $100,000.
  
  On June 29, 1999, ARCA then acquired all of the outstanding stock in Agate-
  California through the issuance of 1,825,000 ARCA Series A Preferred shares and
  11,432,008 ARCA common shares.  Information regarding Agate-California's
  business and selected financial information concerning Agate-California,
  including its unaudited balance sheet as of March 31, 1999, is contained in the
  Information Statement which was filed as Exhibit I to Exhibit 10.19 to ARCA's
  Current Report on Form 8-K filed on June 10, 1999, which is hereby incorporated
  by reference.  The persons described in Item 1 above owned the majority of
  Agate-California's stock.  Agate-California is a technology company focused on
  the design, development, and marketing of its proprietary integrated software
  technology and other products promoting ease of use, data availability,
  mobility, and security in home and corporate personal computer environments.
  Agate-California's major asset is this ongoing business.  Agate-California's
  unaudited March 31, 1999, balance sheet showed approximately $3.0 million of
  assets, approximately $2.2 million of which were cash, cash equivalents, and
  restricted cash.
  
  It is anticipated that for financial accounting purposes the transaction between
  ARCA and Agate-California will be considered to be an acquisition of ARCA by
  Agate-California (i.e. a reverse acquisition) and will be accounted for using
  the purchase method of accounting.
  
  Item 4.   Changes in Registrant's Certifying Accountant
  
  Registrant has chosen to have the independent accountant of Agate-California
  (Ernst & Young) rather than the independent accountant of ARCA (Haefele,
  Flanagan & Co., P.C.) continue as Registrant's accountant since Registrant's
  business in the future will consist of the business of Agate-California and not
  ARCA.  Registrant's board of directors approved this decision on June 30, 1999.
  
  The audit reports of Agate-California for the 1996 and 1997 fiscal years were
  unqualified but had a development stage enterprise footnote.  The audit report
  of Agate-California for the 1998 fiscal year is not yet available.  The audit
  reports of ARCA for fiscal 1997 and 1998 were unqualified.
  
  During their last two fiscal years, neither Agate-California, nor to the best of
  Registrant's knowledge ARCA, have had any disagreement with their accountant on
  any matter of accounting principles or practices, financial statement
  disclosure, or auditing scope or procedure, which disagreement(s), if not
  resolved to the satisfaction of their accountants, would have caused such
  accountant to make reference to the subject matter of the disagreement in
  connection with its report.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
  (a)   Financial Statements of Businesses Acquired.
  
  As of the date of filing this Report on Form 8-K, it is impracticable for the
  Registrant to provide the financial statements required by this item 7(a). The
  financial statements required by this item 7(a), shall be filed by amendment to
  this Form 8-K not later than seventy-five (75) days after June 4, 1999, which is
  the date of the transaction triggering the initial current report on Form 8-K
  filed on June 10, 1999, describing the transaction in question.
  
  (b)   Pro Forma Financial Information
  
  As of the date of filing this Report on Form 8-K, Registrant believes
  that it is not required to provide the pro forma financial information required
  by this item 7(b). In the event that the Company determines that it is required
  to provide the financial statements required by this item 7(b), such financial
  statements shall be filed by amendment to this Form 8-K not later than seventy-
  five (75) days after June 4, 1999, which is the date of the transaction
  triggering the initial current report on Form 8-K filed on June 10, 1999,
  describing the transaction in question.
  
  (c)   Exhibits
  
  16.   Letter re Change in Certifying Accountant:  Letter from  Haefele,
  Flanagan & Co., P.C., dated June 29, 1999, is attached as Exhibit 16 to this
  Current Report on Form 8-K.
  
  ITEM 8.  CHANGE IN FISCAL YEAR
  
  On June 17, 1999, Registrant elected to have an April 1-March 31 fiscal year
  which differs from the calendar year fiscal years used by both Agate-California
  and ARCA.
  
                                    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.
  
                                              AGATE TECHNOLOGIES, INC.
  
                                              /s/ Francis CS Khoo
  DATED: July 8, 1999
                                              By: Francis CS Khoo
                                                  Chairman of the Board and CEO