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: July 30, 1999
  
  
  
  
  
                                  IA Corporation I
               (Exact name of registrant as specified in its charter)
  
  
  
              Delaware                  00021539                94-3161772
   ----------------------------  ------------------------  -------------------
   (State or other jurisdiction  (Commission File Number)   (I.R.S. Employer
        of incorporation)                                  Identification No.)
  
  
  
  
                             1900 Powell Street, Suite 600
                             Emeryville, California 94608
                       (Address of principal executive offices)
  
                                    (510) 450-7000
                 (Registrant's telephone number, including area code)
  <PAGE>
  
  Item 5.  Other Events
  
       On July 30,1999, the Company closed a $4.0 million convertible preferred
       stock financing for cash (the "Financing"). The Financing was led by
       Warburg, Pincus Investors, L.P., an affiliate of E.M. Warburg, Pincus &
       Co., LLC, the Company's largest shareholder.
  
       The Company issued 400 shares of Series B Preferred Stock at a purchase
       price of $10,000 per share. Each share of Series B Preferred stock will be
       convertible into approximately 5,229 shares of the Company's Class B Common
       Stock. The conversion price of the Series B Preferred Stock is $1.9125 per
       share, which represents a 20% premium over the average closing price of the
       Company's Common Stock during the ten days prior to subscription. The
       conversion price is not subject to any reset or "floating" adjustment,
       other than standard anti-dilution protection. The Series B Preferred Stock
       will be entitled to annual dividends of 7% of the purchase price, which are
       payable semi-annually in cash or, at the option of the Company, in kind in
       shares of the Company's Class B Common Stock. The Class B Common Stock has
       the same rights, preferences, privileges, and restrictions as the common
       stock, except that the Class B Common Stock has very limited voting rights
       and does not vote for the election of directors. The shares of Class B
       Common Stock are also convertible at the option of the holder into Common
       Stock, so long as such conversion does not result in the holder obtaining
       greater than 49% of the Company's outstanding voting securities.
  
       Upon the occurrence of certain events, the Series B Preferred Stock has a
       liquidation preference equal to the initial purchase price plus accrued but
       unpaid dividends. The Series B Preferred Stock will also be entitled to
       certain registration rights.
  
       The information set forth in the Company's Press Release dated August 2,
       1999 is incorporated herein by reference.
  
       Item 7.  Financial Statements and Exhibits
  
       (a)  Pro Forma Balance Sheet of the Company, which incorporates the effect
            of the Financing as if it occurred on June 30, 1999.
  
       (b)  Exhibits
  
            3.1  Certificate of Designation, Preference and Rights of Series B
                 Preferred Stock dated July 29, 1999.
  
            5.1  Opinion of Wilson Sonsini Goodrich & Rosati P.C. as to validity
                 of the Series B Preferred Stock.
  
            10.1 Series B Preferred Stock Purchase Agreement dated as of July 29,
                 1999.
  
            99.1 Text of Press Release dated August 2, 1999.
  <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.
  
  
                                              Name
  
  
  Dated:   August 13, 1999                    By:  /s/ Leslie J. Alvarez
                                                   ---------------------------
                                                   Leslie J. Alvarez
                                                   Vice President and
                                                   Chief Financial Officer
  <PAGE>
  
                                  IA CORPORATION I
                         CONDENSED PRO FORMA BALANCE SHEETS
                   (in thousands, except share and per share data)
                                     (unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                                                                               Pro Forma
                                                                        June 30, 1999      Adjustments       June 30, 1999
                                                                      -----------------  ----------------  -----------------
  <S>                                                                 <C>                <C>               <C>
  ASSETS
  Current assets:
          Cash and cash equivalents............................              $    8,640       $     3,834        $    12,474
       Receivables, including unbilled receivables of $713,
              less allowance for doubtful accounts of $741.....                   3,634                --              3,634
          Other current assets.................................                     630                --                630
                                                                      -----------------  ----------------  -----------------
              Total current assets.............................                  12,904             3,834             16,738
       Property and equipment, net.............................                     611                --                611
                                                                      -----------------  ----------------  -----------------
                                                                             $   13,515       $     3,834        $    17,349
                                                                      =================  ================  =================
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
       Current liabilities:
          Accounts payable.....................................              $      154       $       --         $      154
          Accrued compensation and related liabilities.........                   1,885               15              1,900
          Deferred revenues....................................                   8,669               --              8,669
          Other accrued liabilities............................                     450               --                450
                                                                      -----------------  ---------------  -----------------
              Total current liabilities........................                  11,158               15             11,173
  
  Stockholders' equity:
       Class B Preferred Stock, $0.01 par value:
          Authorized shares -- 5,000,000
           Issued and outstanding shares -- 400................                                       --                 --
       Common shares, $0.01 par value:
          Authorized shares -- 35,000,000
          Issued and outstanding shares -- 9,804,863...........                      98               --                 98
       Class B Common shares, $0.01 par value:
          Authorized shares -- 5,000,000
          Issued and outstanding shares -- 2,417,112...........                      24               --                 24
       Additional paid-in capital..............................                  28,807            3,819             32,626
       Accumulated deficit.....................................                (26,221)               --           (26,221)
       Deferred compensation...................................                   (351)               --              (351)
                                                                      -----------------  ---------------   ----------------
          Total stockholders' equity...........................                   2,357            3,819              6,176
                                                                      -----------------
                                                                             $   13,515       $    3,834         $   17,349
                                                                      =================  ===============   ================
  </TABLE>
  
  NOTE 1: The effect of the convertible preferred stock financing that closed on
          July 30, 1999 has been reflected in the balance sheet above as if the
          transaction had occurred on June 30, 1999.
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metadata_filer: {"company-data": {"conformed-name": "IA CORP", "cik": "0001013033", "assigned-sic": "7372", "irs-number": "943161772", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21539", "film-number": "99686743"}, "business-address": {"street1": "0", "street2": "1900 POWELL STREET SUITE 600", "city": "EMERYVILLE", "state": "CA", "zip": "94608", "phone": "5104507000"}, "mail-address": {"street1": "1900 POWELL STREET SUITE 600", "street2": "1900 POWELL STREET SUITE 600", "city": "EMERYVILLE", "state": "CA", "zip": "94608"}}
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: July 30, 1999
  
                                  IA Corporation I
               (Exact name of registrant as specified in its charter)
  
              Delaware                  00021539                94-3161772
   ----------------------------  ------------------------  -------------------
   (State or other jurisdiction  (Commission File Number)   (I.R.S. Employer
        of incorporation)                                  Identification No.)
  
                             1900 Powell Street, Suite 600
                             Emeryville, California 94608
                       (Address of principal executive offices)
  
                                    (510) 450-7000
                 (Registrant's telephone number, including area code)
  Item 5.  Other Events
  
       On July 30,1999, the Company closed a $4.0 million convertible preferred
       stock financing for cash (the "Financing"). The Financing was led by
       Warburg, Pincus Investors, L.P., an affiliate of E.M. Warburg, Pincus &
       Co., LLC, the Company's largest shareholder.
  
       The Company issued 400 shares of Series B Preferred Stock at a purchase
       price of $10,000 per share. Each share of Series B Preferred stock will be
       convertible into approximately 5,229 shares of the Company's Class B Common
       Stock. The conversion price of the Series B Preferred Stock is $1.9125 per
       share, which represents a 20% premium over the average closing price of the
       Company's Common Stock during the ten days prior to subscription. The
       conversion price is not subject to any reset or "floating" adjustment,
       other than standard anti-dilution protection. The Series B Preferred Stock
       will be entitled to annual dividends of 7% of the purchase price, which are
       payable semi-annually in cash or, at the option of the Company, in kind in
       shares of the Company's Class B Common Stock. The Class B Common Stock has
       the same rights, preferences, privileges, and restrictions as the common
       stock, except that the Class B Common Stock has very limited voting rights
       and does not vote for the election of directors. The shares of Class B
       Common Stock are also convertible at the option of the holder into Common
       Stock, so long as such conversion does not result in the holder obtaining
       greater than 49% of the Company's outstanding voting securities.
  
       Upon the occurrence of certain events, the Series B Preferred Stock has a
       liquidation preference equal to the initial purchase price plus accrued but
       unpaid dividends. The Series B Preferred Stock will also be entitled to
       certain registration rights.
  
       The information set forth in the Company's Press Release dated August 2,
       1999 is incorporated herein by reference.
  
       Item 7.  Financial Statements and Exhibits
  
       (a)  Pro Forma Balance Sheet of the Company, which incorporates the effect
            of the Financing as if it occurred on June 30, 1999.
  
       (b)  Exhibits
  
            3.1  Certificate of Designation, Preference and Rights of Series B
                 Preferred Stock dated July 29, 1999.
  
            5.1  Opinion of Wilson Sonsini Goodrich & Rosati P.C. as to validity
                 of the Series B Preferred Stock.
  
            10.1 Series B Preferred Stock Purchase Agreement dated as of July 29,
                 1999.
  
            99.1 Text of Press Release dated August 2, 1999.
  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.
  
                                              Name
  
  Dated:   August 13, 1999                    By:  /s/ Leslie J. Alvarez
                                                   ---------------------------
                                                   Leslie J. Alvarez
                                                   Vice President and
                                                   Chief Financial Officer
  IA CORPORATION I
                         CONDENSED PRO FORMA BALANCE SHEETS
                   (in thousands, except share and per share data)
                                     (unaudited)
  Pro Forma
                                                                        June 30, 1999      Adjustments       June 30, 1999
                                                                      -----------------  ----------------  -----------------
  ASSETS
  Current assets:
          Cash and cash equivalents............................              $    8,640       $     3,834        $    12,474
       Receivables, including unbilled receivables of $713,
              less allowance for doubtful accounts of $741.....                   3,634                --              3,634
          Other current assets.................................                     630                --                630
                                                                      -----------------  ----------------  -----------------
              Total current assets.............................                  12,904             3,834             16,738
       Property and equipment, net.............................                     611                --                611
                                                                      -----------------  ----------------  -----------------
                                                                             $   13,515       $     3,834        $    17,349
                                                                      =================  ================  =================
  
  LIABILITIES AND STOCKHOLDERS' EQUITY
       Current liabilities:
          Accounts payable.....................................              $      154       $       --         $      154
          Accrued compensation and related liabilities.........                   1,885               15              1,900
          Deferred revenues....................................                   8,669               --              8,669
          Other accrued liabilities............................                     450               --                450
                                                                      -----------------  ---------------  -----------------
              Total current liabilities........................                  11,158               15             11,173
  
  Stockholders' equity:
       Class B Preferred Stock, $0.01 par value:
          Authorized shares -- 5,000,000
           Issued and outstanding shares -- 400................                                       --                 --
       Common shares, $0.01 par value:
          Authorized shares -- 35,000,000
          Issued and outstanding shares -- 9,804,863...........                      98               --                 98
       Class B Common shares, $0.01 par value:
          Authorized shares -- 5,000,000
          Issued and outstanding shares -- 2,417,112...........                      24               --                 24
       Additional paid-in capital..............................                  28,807            3,819             32,626
       Accumulated deficit.....................................                (26,221)               --           (26,221)
       Deferred compensation...................................                   (351)               --              (351)
                                                                      -----------------  ---------------   ----------------
          Total stockholders' equity...........................                   2,357            3,819              6,176
                                                                      -----------------
                                                                             $   13,515       $    3,834         $   17,349
                                                                      =================  ===============   ================
  NOTE 1: The effect of the convertible preferred stock financing that closed on
          July 30, 1999 has been reflected in the balance sheet above as if the
          transaction had occurred on June 30, 1999.