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)  October 16, 1996
  
  
                           Borland International, Inc.
  -------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)
   
   
         Delaware                     33-80946                 94-2895440
  -------------------------------------------------------------------------------
  (State or other jurisdiction      (Commission              (IRS Employer
   of incorporation)                File Number)           Identification No.)
  
     100 Borland Way, Scotts Valley, California             95066-3249
  -------------------------------------------------------------------------------
  (Address of principal executive offices)                  (Zip Code)
  
  
       Registrant's telephone number, including area code   (408) 431-1000
                                                            --------------
  
  
                                 Not applicable
  -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
  <PAGE>
   
  ITEM 5.  OTHER EVENTS.
  
       On October 16, 1996, Borland International, Inc. ("Borland") announced that
  it expected to report a loss for the quarter ending September 30, 1996 of
  between $.32 and $.36 per share on revenues of approximately $36 million.
  Concurrently, Borland announced a series of actions designed to reduce costs and
  improve responsiveness to customers.  Such actions include, but are not limited
  to, cost and headcount reductions and the realignment of certain operating
  functions.
  
       On October 21, 1996, Borland and Corel Corporation ("Corel") entered into a
  license agreement (the "License Agreement") whereby Borland granted to Corel
  additional license rights with respect to Borland's Paradox database product
  line.  Under the terms of the License Agreement, Corel is licensing the Paradox
  source code from Borland and will assume primary responsibility for development,
  marketing, sales and support for the Paradox family of products worldwide.
  Borland will continue development of the Borland Database Engine, a technology
  shared between Paradox and other Borland products, and will continue to sell
  stand-alone versions of Paradox through October 21, 1997.  Given the
  competitiveness and uncertainties in the desktop database market, there can be
  no assurance that Borland's arrangements with Corel will not result in a
  reduction of the net profit margin contributed to Borland by the Paradox product
  line.  In addition, there can be no assurance that the decision to transfer
  primary development, marketing, sales and support to Corel will not result in
  adverse customer reactions, adverse impacts on sales of other Borland products
  or other adverse effects.
  
       On October 24, 1996, Borland announced second quarter results for the
  period ended September 30, 1996 that were consistent with the range of
  preliminary results released on October 16, 1996.  Second quarter revenues were
  $36.4 million, compared with revenues of $51.3 million for the second fiscal
  quarter of the prior year.  The net loss for the quarter was $9.8 million or
  $.31 per share, compared with net income of $2.6 million or $.08 per share in
  the second quarter a year ago.  Total operating expenses for the quarter were
  $41.4 million compared to $40.8 million for the same quarter of the previous
  year.  The net loss for the six months ended September 30, 1996, was $23.9
  million or $.76 per share on revenues of $70.9 million compared to net income of
  $5.5 million or $.18 per share on revenues of $105.1 million for the prior
  fiscal year.
  
       Although Borland has taken certain actions, and intends to take additional
  actions, designed to restructure its business with the objective of returning to
  profitability and increasing stockholder value, there is no assurance that such
  actions will be successful.  Borland expects to continue to experience operating
  losses, at least through the fiscal year ending March 31, 1997.  Among other
  matters, Borland's ability to regain profitability will be substantially
  dependent upon its ability to successfully complete and introduce new products,
  to successfully integrate Open Environment Corporation and to stem the recent
  losses of management and other key personnel.  There can be no assurance that
  Borland will be able to successfully accomplish the foregoing or to regain
  profitability in future periods.
  
                                         2
  <PAGE>
   
       In recent months, Borland has experienced significant changes in management
  and other key personnel.  In particular, Borland has announced the resignation
  of its President and Chief Executive Officer, its Senior Vice President for
  Research and Development and its Chief Financial Officer.  To date, Borland has
  only replaced the Chief Financial Officer.  In certain cases, management and
  other key personnel have been lured away by competitors who have offered very
  substantial signing bonuses and compensation packages which would be very
  difficult for Borland to match.  There can be no assurance that Borland will not
  be subject to further losses of management and other key personnel.  In
  addition, Borland may be required to substantially increase the compensation,
  stock options or other benefits offered to employees in order to attract or
  retain management and other key personnel.  The loss of management and other key
  personnel, and the delays which may be experienced in recruiting new management
  and other personnel as well as the additional costs which may be incurred in
  retaining or attracting new personnel, may have a material adverse affect on
  Borland, the timing or quality of its product launches and its operating
  results.  In particular, the disruptions inherent in such a situation are
  particularly problematic for a company which has experienced the types of
  problems which Borland has recently faced.
  
       A pending initiative on the November 1996 California ballot would, if
  passed by voters and upheld against potential court challenges, subject
  corporations and their directors and officers to increased risk of suit and may
  prohibit corporations from indemnifying officers and directors and expose
  directors and officers of corporations to increased risk of personal liability.
  Proposition 211, if passed and upheld, could increase litigation expenses and
  the cost of related insurance and adversely affect the financial position and
  results of operations of Borland.  In addition, the increased risk of personal
  liability could interfere with the ability of Borland to attract and retain
  directors and officers, which in turn could adversely affect the company's
  competitive position.
  
       This Current Report on Form 8-K contains forward-looking statements that
  involve risks and uncertainties.  Actual future results may differ materially.
  Readers are referred to the documents filed by Borland with the Securities and
  Exchange Commission, specifically the most recent reports on Form 10-K, 10-Q
  and 8-K and its Registration Statement on Form S-4 relating to the pending
  acquisition of Open Environment Corporation, which identify important risk
  factors that could cause actual results to differ from those contained in the
  forward-looking statements.
  
                                         3
  <PAGE>
   
  ITEM 7.  EXHIBITS.
  
       (a) Financial statements of business acquired.
  
              Not applicable.
  
       (b) Pro forma financial information.
   
              Not applicable.
   
       (c) Exhibits.
   
          Exhibit No.        Description
          ----------         -----------
   
          99.1                Press Release of Borland dated October 16, 1996.
   
          99.2                Joint Press Release of Borland and Corel dated
                              October 21, 1996.
  
          99.3                Press Release of Borland dated October 24, 1996.
   
  
                                         4
  <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.
  
  
  
                                        BORLAND INTERNATIONAL, INC.
  
  
  
       Date:  October 31, 1996          By:  /s/ Paul W. Emery, II
                                             ---------------------
                                             Paul W. Emery, II
  <PAGE>
   
                                  EXHIBIT INDEX
  <TABLE>
  <CAPTION>
                                                                     Sequentially 
   Exhibit No.                       Description                     Numbered Page   
  ------------                       -----------                     -------------    
  <S>              <C>                                                <C>
       99.1        Press Release of Borland dated October 16, 1996.
  
       99.2        Joint Press Release of Borland and Corel dated               
                   October 21, 1996.
   
       99.3        Press Release of Borland dated October 24, 1996.
   
  </TABLE>
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metadata_filer: {"company-data": {"conformed-name": "BORLAND INTERNATIONAL INC /DE/", "cik": "0000853273", "assigned-sic": "7372", "irs-number": "942895440", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10824", "film-number": "96651199"}, "business-address": {"street1": "100 BORLAND WAY", "city": "SCOTTS VALLEY", "state": "CA", "zip": "95066-3249", "phone": "4084311801"}, "mail-address": {"street1": "100 BORLAND WAY", "city": "SCOTTS VALLEY", "state": "CA", "zip": "95066"}, "former-company": {"former-conformed-name": "BORLAND INTERNATIONAL DELAWARE INC", "date-changed": "19891011"}}
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)  October 16, 1996
  
                           Borland International, Inc.
  -------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)
   
   
         Delaware                     33-80946                 94-2895440
  -------------------------------------------------------------------------------
  (State or other jurisdiction      (Commission              (IRS Employer
   of incorporation)                File Number)           Identification No.)
  
     100 Borland Way, Scotts Valley, California             95066-3249
  -------------------------------------------------------------------------------
  (Address of principal executive offices)                  (Zip Code)
  
       Registrant's telephone number, including area code   (408) 431-1000
                                                            --------------
  
                                 Not applicable
  -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
  ITEM 5.  OTHER EVENTS.
  
       On October 16, 1996, Borland International, Inc. ("Borland") announced that
  it expected to report a loss for the quarter ending September 30, 1996 of
  between $.32 and $.36 per share on revenues of approximately $36 million.
  Concurrently, Borland announced a series of actions designed to reduce costs and
  improve responsiveness to customers.  Such actions include, but are not limited
  to, cost and headcount reductions and the realignment of certain operating
  functions.
  
       On October 21, 1996, Borland and Corel Corporation ("Corel") entered into a
  license agreement (the "License Agreement") whereby Borland granted to Corel
  additional license rights with respect to Borland's Paradox database product
  line.  Under the terms of the License Agreement, Corel is licensing the Paradox
  source code from Borland and will assume primary responsibility for development,
  marketing, sales and support for the Paradox family of products worldwide.
  Borland will continue development of the Borland Database Engine, a technology
  shared between Paradox and other Borland products, and will continue to sell
  stand-alone versions of Paradox through October 21, 1997.  Given the
  competitiveness and uncertainties in the desktop database market, there can be
  no assurance that Borland's arrangements with Corel will not result in a
  reduction of the net profit margin contributed to Borland by the Paradox product
  line.  In addition, there can be no assurance that the decision to transfer
  primary development, marketing, sales and support to Corel will not result in
  adverse customer reactions, adverse impacts on sales of other Borland products
  or other adverse effects.
  
       On October 24, 1996, Borland announced second quarter results for the
  period ended September 30, 1996 that were consistent with the range of
  preliminary results released on October 16, 1996.  Second quarter revenues were
  $36.4 million, compared with revenues of $51.3 million for the second fiscal
  quarter of the prior year.  The net loss for the quarter was $9.8 million or
  $.31 per share, compared with net income of $2.6 million or $.08 per share in
  the second quarter a year ago.  Total operating expenses for the quarter were
  $41.4 million compared to $40.8 million for the same quarter of the previous
  year.  The net loss for the six months ended September 30, 1996, was $23.9
  million or $.76 per share on revenues of $70.9 million compared to net income of
  $5.5 million or $.18 per share on revenues of $105.1 million for the prior
  fiscal year.
  
       Although Borland has taken certain actions, and intends to take additional
  actions, designed to restructure its business with the objective of returning to
  profitability and increasing stockholder value, there is no assurance that such
  actions will be successful.  Borland expects to continue to experience operating
  losses, at least through the fiscal year ending March 31, 1997.  Among other
  matters, Borland's ability to regain profitability will be substantially
  dependent upon its ability to successfully complete and introduce new products,
  to successfully integrate Open Environment Corporation and to stem the recent
  losses of management and other key personnel.  There can be no assurance that
  Borland will be able to successfully accomplish the foregoing or to regain
  profitability in future periods.
  
                                         2
  In recent months, Borland has experienced significant changes in management
  and other key personnel.  In particular, Borland has announced the resignation
  of its President and Chief Executive Officer, its Senior Vice President for
  Research and Development and its Chief Financial Officer.  To date, Borland has
  only replaced the Chief Financial Officer.  In certain cases, management and
  other key personnel have been lured away by competitors who have offered very
  substantial signing bonuses and compensation packages which would be very
  difficult for Borland to match.  There can be no assurance that Borland will not
  be subject to further losses of management and other key personnel.  In
  addition, Borland may be required to substantially increase the compensation,
  stock options or other benefits offered to employees in order to attract or
  retain management and other key personnel.  The loss of management and other key
  personnel, and the delays which may be experienced in recruiting new management
  and other personnel as well as the additional costs which may be incurred in
  retaining or attracting new personnel, may have a material adverse affect on
  Borland, the timing or quality of its product launches and its operating
  results.  In particular, the disruptions inherent in such a situation are
  particularly problematic for a company which has experienced the types of
  problems which Borland has recently faced.
  
       A pending initiative on the November 1996 California ballot would, if
  passed by voters and upheld against potential court challenges, subject
  corporations and their directors and officers to increased risk of suit and may
  prohibit corporations from indemnifying officers and directors and expose
  directors and officers of corporations to increased risk of personal liability.
  Proposition 211, if passed and upheld, could increase litigation expenses and
  the cost of related insurance and adversely affect the financial position and
  results of operations of Borland.  In addition, the increased risk of personal
  liability could interfere with the ability of Borland to attract and retain
  directors and officers, which in turn could adversely affect the company's
  competitive position.
  
       This Current Report on Form 8-K contains forward-looking statements that
  involve risks and uncertainties.  Actual future results may differ materially.
  Readers are referred to the documents filed by Borland with the Securities and
  Exchange Commission, specifically the most recent reports on Form 10-K, 10-Q
  and 8-K and its Registration Statement on Form S-4 relating to the pending
  acquisition of Open Environment Corporation, which identify important risk
  factors that could cause actual results to differ from those contained in the
  forward-looking statements.
  
                                         3
  ITEM 7.  EXHIBITS.
  
       (a) Financial statements of business acquired.
  
              Not applicable.
  
       (b) Pro forma financial information.
   
              Not applicable.
   
       (c) Exhibits.
   
          Exhibit No.        Description
          ----------         -----------
   
          99.1                Press Release of Borland dated October 16, 1996.
   
          99.2                Joint Press Release of Borland and Corel dated
                              October 21, 1996.
  
          99.3                Press Release of Borland dated October 24, 1996.
   
  
                                         4
  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.
  
                                        BORLAND INTERNATIONAL, INC.
  
       Date:  October 31, 1996          By:  /s/ Paul W. Emery, II
                                             ---------------------
                                             Paul W. Emery, II
  EXHIBIT INDEX
  Sequentially 
   Exhibit No.                       Description                     Numbered Page   
  ------------                       -----------                     -------------
  99.1        Press Release of Borland dated October 16, 1996.
  
       99.2        Joint Press Release of Borland and Corel dated               
                   October 21, 1996.
   
       99.3        Press Release of Borland dated October 24, 1996.