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): February 20, 2002
  -------------------------------------------------------------------------------
  
                                 OTG SOFTWARE, INC.
  -------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
  <TABLE>
  <CAPTION>
  <S>                                <C>                              <C>
  
            DELAWARE                         000-29809                        52-1769077
  (state or other jurisdiction of    (Commission File Number)          (IRS Employer
  incorporation or organization)                                       Identification Number)
  
  </TABLE>
  
  
                             2600 TOWER OAKS BOULEVARD
                             ROCKVILLE, MARYLAND 20852
                                   (240) 747-6400
                         (Address, including zip code, and
                     telephone number, including area code, of
                     registrant's principal executive offices)
  
  
                                   NOT APPLICABLE
  -------------------------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
  
  
  
  <PAGE>
  
  ITEM 5. OTHER EVENTS
  
       On February 20, 2002, OTG Software, Inc., a Delaware corporation (the
  "Registrant"), entered into a definitive Agreement and Plan of Merger (the
  "Merger Agreement") by and among the Registrant, Legato Systems, Inc., a
  Delaware corporation ("Legato"), and Orion Acquisition Sub Corp., a Delaware
  corporation and a wholly-owned subsidiary of Legato (the "Merger Sub"), pursuant
  to which the Registrant agreed to be acquired by Legato. Subject to the terms
  and conditions of the Merger Agreement, the Registrant will merge with and into
  the Merger Sub (the "Merger"), with the Merger Sub to survive the Merger as a
  wholly-owned subsidiary of Legato. In the Merger, each issued and outstanding
  share of the Registrant's Common Stock (other than any shares of Registrant's
  Common Stock held by Mr. Richard A. Kay and the related entities signing the
  Voting Agreement discussed below (collectively, the "Voting Agreement
  Stockholders")) shall be converted into the right to receive (a) 0.6876 (the
  "Exchange Ratio") of a fully paid and nonassessable share of Legato common stock
  (the "Stock Merger Consideration") and (b) an amount in cash equal to $2.50 per
  share without interest (the "Cash Merger Consideration"). The Merger Agreement
  provides that the shares of the Registrant's Common Stock held by the Voting
  Agreement Stockholders will be converted in the aggregate into the same
  consideration received by the other holders, but provides for a different
  allocation of cash and shares of Legato common stock among the Voting Agreement
  Stockholders. In addition, each outstanding option to purchase the Registrant's
  Common Stock will be converted into an option to purchase (i) the number of
  shares of Legato common stock equal to the number of shares of the Registrant's
  Common Stock subject to such option multiplied by the Exchange Ratio, and (ii) a
  cash payment in an amount equal to the product of (A) the number of shares of
  Registrant Common Stock subject to such Registrant option and (B) the Cash
  Merger Consideration at an exercise price per share equal to the exercise price
  per share of the Registrant's Common Stock subject to such option divided by the
  Exchange Ratio. The description of the Merger Agreement set forth herein is
  qualified in its entirety by reference to the attached copy of the Merger
  Agreement attached to this Current Report on Form 8-K as Exhibit 2.1.
  
       In connection with the Merger Agreement, the Voting Agreement Stockholders
  entered into a Voting Agreement with Legato, dated February 20, 2002, pursuant
  to which they agreed to vote their shares of the Registrant's Common Stock held
  by them in favor of the adoption of the Merger Agreement and the approval of the
  Merger. A copy of the Voting Agreement is attached to this Current Report on
  Form 8-K as Exhibit 99.1.
  
       The Merger is expected to close in the second quarter of 2002, and is
  subject to approval by the Registrant's stockholders, Legato's stockholders and
  satisfaction of customary closing conditions, including expiration or
  termination of the applicable waiting period under the Hart-Scott-Rodino Act.
  
       Legato and the Registrant issued a press release dated February 21, 2002
  with respect to the Merger. A copy of this press release is attached to this
  Current Report on Form 8-K as Exhibit 99.2.
  
  <PAGE>
  
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
          (c) EXHIBITS
  
  EXHIBIT NO.     DESCRIPTION
  
  
   2.1            Agreement and Plan of Merger, dated February 20, 2002, by and
                  among Legato Systems, Inc. ("Legato"), Orion Acquisition Sub
                  Corp. and the Registrant. (Exhibits to the Agreement and Plan of
                  Merger have been omitted but will be provided upon request).
  
  99.1            Voting Agreement dated February 20, 2002 by and among Legato
                  and the Stockholders named therein.
  
  99.2            Joint Press Release, dated February 21, 2002, issued by Legato
                  and the Registrant.
  
  <PAGE>
  
                                      SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
  Date: February 22, 2002         OTG SOFTWARE, INC.
                                  By: /s/ Ronald W. Kaiser
                                  ---------------------------------
                                   Ronald W. Kaiser
                                   Chief Financial Officer and
                                   Treasurer
                                   (Principal Financial Officer)
  
  
  
  <PAGE>
  
                                 OTG SOFTWARE, INC.
                                    EXHIBIT INDEX
  
  EXHIBIT NO.     DESCRIPTION
  
  
   2.1            Agreement and Plan of Merger, dated February 20, 2002, by and
                  among Legato Systems, Inc. ("Legato"), Orion Acquisition Sub
                  Corp. and the Registrant. (Exhibits to the Agreement and Plan of
                  Merger have been omitted but will be provided upon request).
  
  99.1            Voting Agreement dated February 20, 2002 by and among Legato
                  and the Stockholders named therein.
  
  99.2            Joint Press Release, dated February 21, 2002, issued by Legato
                  and the Registrant.
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metadata_filer: {"company-data": {"conformed-name": "OTG SOFTWARE INC", "cik": "0001101757", "assigned-sic": "7372", "irs-number": "521769077", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-93581", "film-number": "02556495"}, "business-address": {"street1": "6701 DEMOCRACY BLVD 8TH FLOOR", "city": "BETHESDA", "state": "MD", "zip": "20817", "phone": "3018971400"}, "mail-address": {"street1": "2600 TOWER OAKS BLVD", "city": "ROCKVILLE", "state": "MD"}}
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): February 20, 2002
  -------------------------------------------------------------------------------
  
                                 OTG SOFTWARE, INC.
  -------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  DELAWARE                         000-29809                        52-1769077
  (state or other jurisdiction of    (Commission File Number)          (IRS Employer
  incorporation or organization)                                       Identification Number)
  2600 TOWER OAKS BOULEVARD
                             ROCKVILLE, MARYLAND 20852
                                   (240) 747-6400
                         (Address, including zip code, and
                     telephone number, including area code, of
                     registrant's principal executive offices)
  
                                   NOT APPLICABLE
  -------------------------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
  ITEM 5. OTHER EVENTS
  
       On February 20, 2002, OTG Software, Inc., a Delaware corporation (the
  "Registrant"), entered into a definitive Agreement and Plan of Merger (the
  "Merger Agreement") by and among the Registrant, Legato Systems, Inc., a
  Delaware corporation ("Legato"), and Orion Acquisition Sub Corp., a Delaware
  corporation and a wholly-owned subsidiary of Legato (the "Merger Sub"), pursuant
  to which the Registrant agreed to be acquired by Legato. Subject to the terms
  and conditions of the Merger Agreement, the Registrant will merge with and into
  the Merger Sub (the "Merger"), with the Merger Sub to survive the Merger as a
  wholly-owned subsidiary of Legato. In the Merger, each issued and outstanding
  share of the Registrant's Common Stock (other than any shares of Registrant's
  Common Stock held by Mr. Richard A. Kay and the related entities signing the
  Voting Agreement discussed below (collectively, the "Voting Agreement
  Stockholders")) shall be converted into the right to receive (a) 0.6876 (the
  "Exchange Ratio") of a fully paid and nonassessable share of Legato common stock
  (the "Stock Merger Consideration") and (b) an amount in cash equal to $2.50 per
  share without interest (the "Cash Merger Consideration"). The Merger Agreement
  provides that the shares of the Registrant's Common Stock held by the Voting
  Agreement Stockholders will be converted in the aggregate into the same
  consideration received by the other holders, but provides for a different
  allocation of cash and shares of Legato common stock among the Voting Agreement
  Stockholders. In addition, each outstanding option to purchase the Registrant's
  Common Stock will be converted into an option to purchase (i) the number of
  shares of Legato common stock equal to the number of shares of the Registrant's
  Common Stock subject to such option multiplied by the Exchange Ratio, and (ii) a
  cash payment in an amount equal to the product of (A) the number of shares of
  Registrant Common Stock subject to such Registrant option and (B) the Cash
  Merger Consideration at an exercise price per share equal to the exercise price
  per share of the Registrant's Common Stock subject to such option divided by the
  Exchange Ratio. The description of the Merger Agreement set forth herein is
  qualified in its entirety by reference to the attached copy of the Merger
  Agreement attached to this Current Report on Form 8-K as Exhibit 2.1.
  
       In connection with the Merger Agreement, the Voting Agreement Stockholders
  entered into a Voting Agreement with Legato, dated February 20, 2002, pursuant
  to which they agreed to vote their shares of the Registrant's Common Stock held
  by them in favor of the adoption of the Merger Agreement and the approval of the
  Merger. A copy of the Voting Agreement is attached to this Current Report on
  Form 8-K as Exhibit 99.1.
  
       The Merger is expected to close in the second quarter of 2002, and is
  subject to approval by the Registrant's stockholders, Legato's stockholders and
  satisfaction of customary closing conditions, including expiration or
  termination of the applicable waiting period under the Hart-Scott-Rodino Act.
  
       Legato and the Registrant issued a press release dated February 21, 2002
  with respect to the Merger. A copy of this press release is attached to this
  Current Report on Form 8-K as Exhibit 99.2.
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
          (c) EXHIBITS
  
  EXHIBIT NO.     DESCRIPTION
  
   2.1            Agreement and Plan of Merger, dated February 20, 2002, by and
                  among Legato Systems, Inc. ("Legato"), Orion Acquisition Sub
                  Corp. and the Registrant. (Exhibits to the Agreement and Plan of
                  Merger have been omitted but will be provided upon request).
  
  99.1            Voting Agreement dated February 20, 2002 by and among Legato
                  and the Stockholders named therein.
  
  99.2            Joint Press Release, dated February 21, 2002, issued by Legato
                  and the Registrant.
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
  Date: February 22, 2002         OTG SOFTWARE, INC.
                                  By: /s/ Ronald W. Kaiser
                                  ---------------------------------
                                   Ronald W. Kaiser
                                   Chief Financial Officer and
                                   Treasurer
                                   (Principal Financial Officer)
  OTG SOFTWARE, INC.
                                    EXHIBIT INDEX
  
  EXHIBIT NO.     DESCRIPTION
  
   2.1            Agreement and Plan of Merger, dated February 20, 2002, by and
                  among Legato Systems, Inc. ("Legato"), Orion Acquisition Sub
                  Corp. and the Registrant. (Exhibits to the Agreement and Plan of
                  Merger have been omitted but will be provided upon request).
  
  99.1            Voting Agreement dated February 20, 2002 by and among Legato
                  and the Stockholders named therein.
  
  99.2            Joint Press Release, dated February 21, 2002, issued by Legato
                  and the Registrant.