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):  May 12, 2000
  
  
                                 NETIQ CORPORATION
  --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  <TABLE>
  <CAPTION>
  <S>                                     <C>                           <C>
             Delaware                             000-26757                         77-0405505
  -------------------------------------------------------------------------------------------------------
  (State or other jurisdiction of         (Commission File Number)      (IRS Employer Identification No.)
   incorporation or organization)
  </TABLE>
  
               5410 Betsy Ross Drive, Santa Clara, California 95054
  --------------------------------------------------------------------------------
    (Address of principal executive offices of Registrant, including zip code)
  
                                  (408) 330-7000
  --------------------------------------------------------------------------------
               (Registrant's telephone number, including area code)
  <PAGE>
  
  Item 2.  Acquisition or Disposition of Assets.
  
       On May 12, 2000, NetIQ completed its acquisition of MCS, a provider of
  systems management software for Windows NT- and Windows 2000-based networks and
  Internet infrastructures. (the "Merger").  The Merger occurred pursuant to the
  terms of an Agreement and Plan of Reorganization dated as of February 26, 2000
  (the "Merger Agreement") by and among NetIQ, MCS and Planet Acquisition
  Corporation, a wholly-owned subsidiary of NetIQ.  In the Merger, MCS became a
  wholly-owned subsidiary of NetIQ and the former stockholders of MCS received
  0.9413 shares of NetIQ Common Stock in exchange for each share of MCS Common
  Stock.  An aggregate of approximately 21,375,000 shares of NetIQ Common Stock
  were issuable pursuant to the Merger.  In addition, approximately 5,025,000
  shares of NetIQ Common Stock are issuable in connection with the exercise of
  options and warrants to purchase MCS Common Stock that NetIQ assumed in
  connection with the Merger.  NetIQ will pay the former MCS stockholders cash in
  lieu of any fractional shares that would otherwise be issued in the Merger.
  
       The Common Stock of NetIQ issued in the Merger was registered under the
  Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
  Registration Statement on Form S-4 (File No. 333-33178) (the "Registration
  Statement") which the Securities and Exchange Commission (the "Commission")
  declared effective on April 5, 2000.  The acquisition was structured as a tax-
  free reorganization and is being accounted as a purchase of interests.
  
       The Merger is more fully described in NetIQ's Registration Statement.  The
  Merger Agreement was included as Annex A to the Joint Proxy Statement/Prospectus
  contained in the Registration Statement and is incorporated herein by reference
  as Exhibit 2.1.
  
  Item 7.  Financial Statements and Exhibits.
  
       (a)  Financial Statements of Business Acquired. The financial statements
  required hereby are not included in this initial report, but they shall be
  provided by amendment to this Form 8-K not later than July 25, 2000.
  
       (b)  Pro Forma Financial Information.  Pro Forma Financial Information.
  The pro forma financial information required hereby is not included in this
  initial report, but it shall be provided by amendment to this Form 8-K not later
  than July 25, 2000.
  
  (c)  Exhibits
  
         2.1  Agreement and Plan of Reorganization, dated as of February 26, 2000,
              by and among NetIQ Corporation, a Delaware corporation, Planet
              Acquisition Corporation, a Delaware corporation and wholly-owned
              subsidiary of NetIQ, and MCS Software, Inc., a Delaware corporation
              (Incorporated by reference to Annex A to the Registrant's joint
              proxy statement/prospectus filed with the Securities and Exchange
              Commission on April 12, 2000).
  
         99.1  Press Release dated May 12, 2000.
  
                                        -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, thereunto duly authorized.
  
  Dated:  May 26, 2000
  
                                      NETIQ CORPORATION
                                      (Registrant)
  
                                      /s/ Ching-Fa Hwang
                                      -----------------------------------
                                      Ching-Fa Hwang
                                      Chief Executive Officer
  
                                        -3-
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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):  May 12, 2000
  
                                 NETIQ CORPORATION
  --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  Delaware                             000-26757                         77-0405505
  -------------------------------------------------------------------------------------------------------
  (State or other jurisdiction of         (Commission File Number)      (IRS Employer Identification No.)
   incorporation or organization)
  5410 Betsy Ross Drive, Santa Clara, California 95054
  --------------------------------------------------------------------------------
    (Address of principal executive offices of Registrant, including zip code)
  
                                  (408) 330-7000
  --------------------------------------------------------------------------------
               (Registrant's telephone number, including area code)
  Item 2.  Acquisition or Disposition of Assets.
  
       On May 12, 2000, NetIQ completed its acquisition of MCS, a provider of
  systems management software for Windows NT- and Windows 2000-based networks and
  Internet infrastructures. (the "Merger").  The Merger occurred pursuant to the
  terms of an Agreement and Plan of Reorganization dated as of February 26, 2000
  (the "Merger Agreement") by and among NetIQ, MCS and Planet Acquisition
  Corporation, a wholly-owned subsidiary of NetIQ.  In the Merger, MCS became a
  wholly-owned subsidiary of NetIQ and the former stockholders of MCS received
  0.9413 shares of NetIQ Common Stock in exchange for each share of MCS Common
  Stock.  An aggregate of approximately 21,375,000 shares of NetIQ Common Stock
  were issuable pursuant to the Merger.  In addition, approximately 5,025,000
  shares of NetIQ Common Stock are issuable in connection with the exercise of
  options and warrants to purchase MCS Common Stock that NetIQ assumed in
  connection with the Merger.  NetIQ will pay the former MCS stockholders cash in
  lieu of any fractional shares that would otherwise be issued in the Merger.
  
       The Common Stock of NetIQ issued in the Merger was registered under the
  Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
  Registration Statement on Form S-4 (File No. 333-33178) (the "Registration
  Statement") which the Securities and Exchange Commission (the "Commission")
  declared effective on April 5, 2000.  The acquisition was structured as a tax-
  free reorganization and is being accounted as a purchase of interests.
  
       The Merger is more fully described in NetIQ's Registration Statement.  The
  Merger Agreement was included as Annex A to the Joint Proxy Statement/Prospectus
  contained in the Registration Statement and is incorporated herein by reference
  as Exhibit 2.1.
  
  Item 7.  Financial Statements and Exhibits.
  
       (a)  Financial Statements of Business Acquired. The financial statements
  required hereby are not included in this initial report, but they shall be
  provided by amendment to this Form 8-K not later than July 25, 2000.
  
       (b)  Pro Forma Financial Information.  Pro Forma Financial Information.
  The pro forma financial information required hereby is not included in this
  initial report, but it shall be provided by amendment to this Form 8-K not later
  than July 25, 2000.
  
  (c)  Exhibits
  
         2.1  Agreement and Plan of Reorganization, dated as of February 26, 2000,
              by and among NetIQ Corporation, a Delaware corporation, Planet
              Acquisition Corporation, a Delaware corporation and wholly-owned
              subsidiary of NetIQ, and MCS Software, Inc., a Delaware corporation
              (Incorporated by reference to Annex A to the Registrant's joint
              proxy statement/prospectus filed with the Securities and Exchange
              Commission on April 12, 2000).
  
         99.1  Press Release dated May 12, 2000.
  
                                        -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, thereunto duly authorized.
  
  Dated:  May 26, 2000
  
                                      NETIQ CORPORATION
                                      (Registrant)
  
                                      /s/ Ching-Fa Hwang
                                      -----------------------------------
                                      Ching-Fa Hwang
                                      Chief Executive Officer
  
                                        -3-