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):  November 12, 1996
                                                         -----------------
  
  
                                    SQA, Inc.
               ------------------------------------------------------
               (Exact name of Registrant as specified in its charter)
  
  
           Delaware                     0-27196                04-3079083
  -------------------------------       -------             ----------------
  (State or Other Jurisdiction of     (Commission           (I.R.S. Employer 
   Incorporation or Organization)     File Number)          Identification No.) 
                                                   
  
  
            
  One Burlington Woods Drive,
  Burlington, Massachusetts                                       01803
  -------------------------------                                 -----
  (Address of Principal Executive                               (Zip Code) 
   Offices) 
  
  
  
        Registrant's telephone number, including area code:  (617) 229-3500
                                                             --------------
  <PAGE>
   
  ITEM 5. OTHER EVENTS
  
          On November 12, 1996, Rational Software Corporation, a Delaware
  corporation ("Rational") and SQA, Inc., a Delaware Corporation ("SQA"),
  entered into an Agreement and Plan of Reorganization (the "Merger Agreement")
  among Rational, Sunshine Acquisition Corp., a Delaware corporation and a
  wholly-owned subsidiary of Rational ("Merger Sub") and SQA. A copy of the
  press release issued by Rational and SQA regarding the Merger Agreement is
  filed herewith as Exhibit 99.1 and incorporated herein by this reference. A
  copy of the Merger Agreement is filed herewith as Exhibit 2.1 and incorporated
  herein by this reference. Further agreements, contemplated by the Merger
  Agreement, including the Participation Agreement dated November 12, 1996 by
  and among Rational and certain SQA stockholders, the Stock Option Agreement
  dated November 12, 1996 by and between Rational and SQA, the form of Affiliate
  Agreement dated November 12, 1996 by and among Rational and certain Rational
  stockholders, and the form of Affiliate Agreement dated November 12, 1996 by
  and among Rational and certain SQA stockholders are filed herewith as Exhibits
  99.2, 99.3, 99.4 and 99.5 and incorporated herein by this reference.
  
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
   
          (c)       Exhibits.                   
                    ---------
  
  Exhibit No.       Description                                      
  -----------       -----------                                      
  2.1               Agreement and Plan or Reorganization dated       
                    November 12, 1996 by and among Rational Software 
                    Corporation, a Delaware corporation, Sunshine    
                    Acquisition Corp., a Delaware corporation and    
                    wholly-owned subsidiary of Rational Software     
                    Corporation, and SQA, Inc., a Delaware           
                    corporation.                                     
                                                                     
  99.1              Press Release dated November 12, 1996            
                                                                     
  99.2              Participation Agreement dated November 12, 1996  
                    by and among Rational Software Corporation, a    
                    Delaware corporation, Sunshine Acquisition       
                    Corp., a Delaware corporation, and certain       
                    stockholders of SQA, Inc., a Delaware            
                    corporation.                                     
                                                                     
  99.3              Stock Option Agreement dated November 12, 1996   
                    by and between SQA, Inc., a Delaware corporation 
                    and Rational Software Corporation, a Delaware    
                    corporation.                                     
                                                                     
  99.4              Form of Affiliate Agreement dated November 12,   
                    1996 by and among Rational Software Corporation, 
                    a Delaware corporation, and certain stockholders 
                    of Rational Software Corporation, a Delaware     
                    corporation.                                     
                                                                     
  99.5              Form of Affiliate Agreement dated November 12,   
                    1996 by and among Rational Software Corporation, 
                    a Delaware corporation, and certain stockholders 
                    of SQA, Inc., a Delaware corporation.            
   
  
                                        -2-
  <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.
  
  
                                          SQA, Inc.
                                          ---------
                                          (Registrant)
  
  
  Date: December 5, 1996                 By: /s/  Ronald H. Nordin
                                              ---------------------
                                              Ronald H. Nordin,
                                              President, Chief Executive
                                              Officer and Director
  <PAGE>
   
                                   EXHIBIT INDEX
                                   -------------
   
  Exhibit No.   Description
  -----------   -----------
  2.1           Agreement and Plan or Reorganization
                dated November 12, 1996 by and among
                Rational Software Corporation, a
                Delaware corporation, Sunshine
                Acquisition Corp., a Delaware
                corporation and wholly-owned subsidiary
                of Rational Software Corporation, and
                SQA, Inc., a Delaware corporation.
  
  99.1          Press Release dated November 12, 1996
  
  99.2          Participation Agreement dated November
                12, 1996 by and among Rational Software
                Corporation, a Delaware corporation,
                Sunshine Acquisition Corp., a Delaware
                corporation, and certain stockholders
                of SQA, Inc., a Delaware corporation.
  
  99.3          Stock Option Agreement dated November
                12, 1996 by and between SQA, Inc., a
                Delaware corporation and Rational
                Software Corporation, a Delaware
                corporation.
  
  99.4          Form of Affiliate Agreement dated
                November 12, 1996 by and among Rational
                Software Corporation, a Delaware
                corporation, and certain stockholders
                of Rational Software Corporation, a
                Delaware corporation.
  
  99.5          Form of Affiliate Agreement dated
                November 12, 1996 by and among Rational
                Software Corporation, a Delaware
                corporation, and certain stockholders
                of SQA, Inc., a Delaware corporation.
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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):  November 12, 1996
                                                         -----------------
  
                                    SQA, Inc.
               ------------------------------------------------------
               (Exact name of Registrant as specified in its charter)
  
           Delaware                     0-27196                04-3079083
  -------------------------------       -------             ----------------
  (State or Other Jurisdiction of     (Commission           (I.R.S. Employer 
   Incorporation or Organization)     File Number)          Identification No.) 
                                                   
  
            
  One Burlington Woods Drive,
  Burlington, Massachusetts                                       01803
  -------------------------------                                 -----
  (Address of Principal Executive                               (Zip Code) 
   Offices) 
  
        Registrant's telephone number, including area code:  (617) 229-3500
                                                             --------------
  ITEM 5. OTHER EVENTS
  
          On November 12, 1996, Rational Software Corporation, a Delaware
  corporation ("Rational") and SQA, Inc., a Delaware Corporation ("SQA"),
  entered into an Agreement and Plan of Reorganization (the "Merger Agreement")
  among Rational, Sunshine Acquisition Corp., a Delaware corporation and a
  wholly-owned subsidiary of Rational ("Merger Sub") and SQA. A copy of the
  press release issued by Rational and SQA regarding the Merger Agreement is
  filed herewith as Exhibit 99.1 and incorporated herein by this reference. A
  copy of the Merger Agreement is filed herewith as Exhibit 2.1 and incorporated
  herein by this reference. Further agreements, contemplated by the Merger
  Agreement, including the Participation Agreement dated November 12, 1996 by
  and among Rational and certain SQA stockholders, the Stock Option Agreement
  dated November 12, 1996 by and between Rational and SQA, the form of Affiliate
  Agreement dated November 12, 1996 by and among Rational and certain Rational
  stockholders, and the form of Affiliate Agreement dated November 12, 1996 by
  and among Rational and certain SQA stockholders are filed herewith as Exhibits
  99.2, 99.3, 99.4 and 99.5 and incorporated herein by this reference.
  
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
   
          (c)       Exhibits.                   
                    ---------
  
  Exhibit No.       Description                                      
  -----------       -----------                                      
  2.1               Agreement and Plan or Reorganization dated       
                    November 12, 1996 by and among Rational Software 
                    Corporation, a Delaware corporation, Sunshine    
                    Acquisition Corp., a Delaware corporation and    
                    wholly-owned subsidiary of Rational Software     
                    Corporation, and SQA, Inc., a Delaware           
                    corporation.                                     
                                                                     
  99.1              Press Release dated November 12, 1996            
                                                                     
  99.2              Participation Agreement dated November 12, 1996  
                    by and among Rational Software Corporation, a    
                    Delaware corporation, Sunshine Acquisition       
                    Corp., a Delaware corporation, and certain       
                    stockholders of SQA, Inc., a Delaware            
                    corporation.                                     
                                                                     
  99.3              Stock Option Agreement dated November 12, 1996   
                    by and between SQA, Inc., a Delaware corporation 
                    and Rational Software Corporation, a Delaware    
                    corporation.                                     
                                                                     
  99.4              Form of Affiliate Agreement dated November 12,   
                    1996 by and among Rational Software Corporation, 
                    a Delaware corporation, and certain stockholders 
                    of Rational Software Corporation, a Delaware     
                    corporation.                                     
                                                                     
  99.5              Form of Affiliate Agreement dated November 12,   
                    1996 by and among Rational Software Corporation, 
                    a Delaware corporation, and certain stockholders 
                    of SQA, Inc., a Delaware corporation.            
   
  
                                        -2-
  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.
  
                                          SQA, Inc.
                                          ---------
                                          (Registrant)
  
  Date: December 5, 1996                 By: /s/  Ronald H. Nordin
                                              ---------------------
                                              Ronald H. Nordin,
                                              President, Chief Executive
                                              Officer and Director
  EXHIBIT INDEX
                                   -------------
   
  Exhibit No.   Description
  -----------   -----------
  2.1           Agreement and Plan or Reorganization
                dated November 12, 1996 by and among
                Rational Software Corporation, a
                Delaware corporation, Sunshine
                Acquisition Corp., a Delaware
                corporation and wholly-owned subsidiary
                of Rational Software Corporation, and
                SQA, Inc., a Delaware corporation.
  
  99.1          Press Release dated November 12, 1996
  
  99.2          Participation Agreement dated November
                12, 1996 by and among Rational Software
                Corporation, a Delaware corporation,
                Sunshine Acquisition Corp., a Delaware
                corporation, and certain stockholders
                of SQA, Inc., a Delaware corporation.
  
  99.3          Stock Option Agreement dated November
                12, 1996 by and between SQA, Inc., a
                Delaware corporation and Rational
                Software Corporation, a Delaware
                corporation.
  
  99.4          Form of Affiliate Agreement dated
                November 12, 1996 by and among Rational
                Software Corporation, a Delaware
                corporation, and certain stockholders
                of Rational Software Corporation, a
                Delaware corporation.
  
  99.5          Form of Affiliate Agreement dated
                November 12, 1996 by and among Rational
                Software Corporation, a Delaware
                corporation, and certain stockholders
                of SQA, Inc., a Delaware corporation.