content: 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): December 29, 1999
  
  
                              COMPUTRON SOFTWARE, INC.
              ........................................................
               (Exact name of registrant as specified in its charter)
  
  
           Delaware                   1-13591                  13-2966911
   ........................... ....................... ............................
  (State or other jurisdiction        (Commission               (IRS Employer
  of incorporation)                   File Number)             Identification No.)
  
        301 Route 17 North
        Rutherford, New Jersey                                      07070
   ........................... ....................... ............................
  
  (Address of principal executive offices)                        (Zip Code)
  
  
                                                         (201) 935-3400
  Registrant's telephone number, including area code .....................
  
                                         N/A
           ..............................................................
           (Former name or former address, if changed since last report)
  
  <PAGE>
  
  Item 2.   Acquisition or Disposition of Assets
  
  On December 29, 1999, Registrant sold its entire interest in its wholly-owned
  French subsidiary, Computron Software, S.A., to ADONIX, a French company with no
  material relationship to Registrant, any affiliate of Registrant or any director
  or officer (or associate thereof) of Registrant. Pursuant to the Share Purchase
  Agreement, a copy of which is attached as Exhibit 2.1, Registrant received 1
  French Franc for the shares of Computron Software, S.A. Further, Registrant was
  required to fund the working capital deficiency of Computron Software, S.A. in
  the amount of approximately US $1.5 million prior to December 29, 1999. The
  Share Purchase Agreement obligates Registrant to pay an additional US $500,000
  to Computron Software, S.A. on or prior to October 31, 2000.
  
  Item 7.   Financial Statements and Exhibits.
  
  (b)   Pro forma financial information
  
  Unaudited  Pro Forma  Condensed  Consolidated  Balance Sheet as of September 30,
  1999.
  
  Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year
  ended December 31, 1998 and the nine month period ended September 30, 1999.
  
  Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
  
  (c)   Exhibits
  
        2.1         Share Purchase Agreement, dated December 23, 1999, between
                    Registrant and ADONIX relating to the sale of all of the
                    shares of Computron Software, S.A. (English translation)
  
        99.1        Press Release by Registrant, dated January 12, 2000,
                    announcing its sale of Computron Software, S.A.
  
  
  <PAGE>
  
                              Computron Software, Inc.
                     UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                                FINANCIAL STATEMENTS
  
  The following unaudited pro forma condensed consolidated financial statements
  (the "Pro Forma Financial Statements") are based on the historical consolidated
  financial statements of Computron Software, Inc. (the "Company").
  
  The unaudited pro forma condensed consolidated balance sheet gives effect to the
  disposition, described in Item 2, as if it was consummated on September 30,
  1999. The unaudited pro forma condensed consolidated statements of operations
  give effect to the disposition as if it was consummated as of the beginning of
  the respective periods presented. The pro forma adjustments are more fully
  described in the accompanying notes.
  
  The Pro Forma Financial Statements are presented for informational purposes only
  and do not purport to be indicative of the results of operations that actually
  would have been achieved had the disposition been consummated on the date or for
  the periods indicated and do not purport to be indicative of the financial
  position or results of operations as of any future date or for any future
  period. The Pro Forma Financial Statements should be read in connection with the
  Company's Annual Report on Form 10-K for the year ended December 31, 1998, the
  Consolidated Financial Statements of the Company and the related notes thereto
  and the Company's Quarterly Report on Form 10-Q for the three and nine months
  ended September 30, 1999.
  
  <PAGE>
  
  <TABLE>
                              COMPUTRON SOFTWARE, INC.
  
                   Pro Forma Condensed Consolidated Balance Sheet
  
                                 September 30, 1999
  
                                     (Unaudited)
  
                                   (In thousands)
  
  <CAPTION>
                                                                            Pro Forma
                                                      As Filed in 10-Q     Adjustments (a)    PRO FORMA
                                                      -------------------------------------------------
  <S>                                                    <C>                 <C>              <C>
          Assets
  Current assets:
    Cash and cash equivalents                            $     1,505         $        0       $  1,505
    Restricted cash                                              299                  0            299
    Accounts receivable, net                                  10,354               (315)        10,039
    Prepaid expenses and other current assets                  1,607               (387)         1,220
                                                         -----------         ----------       --------
  Total current assets                                        13,765               (702)        13,063
                                                         -----------         ----------       --------
  Equipment and leasehold improvements:
    Computer and office equipment                             11,779               (186)        11,593
    Furniture and fixtures                                     1,312               (111)         1,201
    Leasehold improvements                                     1,085                  0          1,085
                                                         -----------         ----------       --------
                                                              14,176               (297)        13,879
  Less: accumulated depreciation and amortization             11,848                146         11,702
                                                         -----------         ----------       --------
                                                               2,328               (151)         2,177
  
    Capitalized software development costs, net                1,654                  0          1,654
    Other assets                                                 633               (486)           147
                                                         -----------         ----------       --------
                                                         $    18,380         $   (1,339)      $ 17,041
                                                         ===========         ==========       ========
  
  Liabilities and Stockholders' Deficit
  Current liabilities:
    Current portion of long-term debt and
    capital leases                                       $     1,670         $       (2)      $  1,668
    Short term borrowings                                      1,304                500          1,804
    Accounts payable                                           4,065               (604)         3,461
    Accrued expenses                                           7,459             (1,095)         6,364
    Deferred revenue                                           8,401               (147)         8,254
                                                         -----------         ----------       --------
  Total current liabilities                                   22,899             (1,348)        21,551
                                                         -----------         ----------       --------
  Long-term debt and capital leases, net of current              977              1,000          1,977
  Other liabilities                                                0                500            500
  Stockholders' deficit:
    Common stock                                                 239                  0            239
    Additional paid-in capital                                70,122                  0         70,122
    Accumulated deficit                                      (75,224)            (2,101)       (77,325)
    Accumulated other comprehensive loss                        (633)               610            (23)
                                                         -----------         ----------       --------
  Total stockholders' deficit                                 (5,496)            (1,491)        (6,987)
                                                         -----------         ----------       --------
                                                         $    18,380         $   (1,339)      $ 17,041
                                                         ===========         ==========       ========
  
  (See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.)
  </TABLE>
  
  <PAGE>
  
  <TABLE>
                              COMPUTRON SOFTWARE, INC.
  
              Pro Forma Condensed Consolidated Statements of Operations
  
                    For the Nine Months Ended September 30, 1998
  
                                     (Unaudited)
  
                        (In thousands, except per share data)
  
  
  
  <CAPTION>
                                                                            Pro Forma
                                                      As Filed in 10-Q     Adjustments (b)    PRO FORMA
                                                      -------------------------------------------------
  <S>                                                    <C>                 <C>              <C>
  Revenues:
  
  License Fees                                          $      7,009       $         59       $  6,950
  Services                                                    36,390              2,905         33,485
                                                        ------------       ------------       --------
  Total revenues                                              43,399              2,964         40,435
                                                        ------------       ------------       --------
  
  
  Operating Expenses:
  Cost of license fees                                         1,526                  0          1,526
  Cost of services                                            19,354              2,207         17,147
  Sales and marketing                                          8,920                774          8,146
  Research and development                                     5,915                 30          5,885
  General and administrative                                  10,191              2,162          8,029
                                                        ------------       ------------       --------
  Total operating expenses                                    45,906              5,173         40,733
                                                        ------------       ------------       --------
  Operating loss                                              (2,507)            (2,209)          (298)
                                                        ------------       ------------       --------
  Other expense, net                                            (658)               (16)          (642)
                                                        ------------       ------------       --------
  Net Loss                                               $    (3,165)      $     (2,225)       $  (940)
                                                         ===========       ============        =======
  Basic and diluted net loss
  per common share                                       $     (0.13)                          $ (0.04)
                                                         ===========                           =======
  Weighted average basic and diluted
  common shares outstanding                                   23,914                            23,914
                                                         ===========                           =======
  
  (See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.)
  </TABLE>
  
  <PAGE>
  
  <TABLE>
  
                              COMPUTRON SOFTWARE, INC.
  
              Pro Forma Condensed Consolidated Statements of Operations
  
                        For the Year Ended December 31, 1998
  
                                     (Unaudited)
  
                        (In thousands, except per share data)
  
  
  
  
                                                                            Pro Forma
                                                      As Filed in 10-K     Adjustments (b)    PRO FORMA
                                                      -------------------------------------------------
  <S>                                                    <C>                 <C>              <C>
  Revenues:
  
  License Fees                                          $     15,273       $        536       $ 14,737
  Services                                                    48,248              5,403         42,845
                                                        ------------       ------------       --------
  Total revenues                                              63,521              5,939         57,582
                                                        ------------       ------------       --------
  
  
  Operating Expenses:
  Cost of license fees                                         3,824                  0          3,824
  Cost of services                                            28,389              4,200         24,189
  Sales and marketing                                         14,970              1,354         13,616
  Research and development                                    10,568                309         10,259
  General and administrative                                  13,586              2,684         10,902
  Restructuring costs                                          1,025                731            294
                                                        ------------       ------------       --------
  Total operating expenses                                    72,362              9,278         63,084
                                                        ------------       ------------       --------
  Operating loss                                              (8,841)            (3,339)        (5,502)
                                                        ------------       ------------       --------
  Other expense, net                                            (190)               (13)          (177)
                                                        ------------       ------------       --------
  Loss before income tax provision                            (9,031)            (3,352)        (5,679)
  Income tax provision                                            12                 12              0
                                                        ------------       ------------       --------
  Net Loss                                              $     (9,043)      $     (3,364)       $(5,679)
                                                        ============       ============        =======
  Basic and diluted net loss
  per common share                                      $      (0.38)                          $ (0.24)
                                                        ============                           =======
  Weighted average basic and diluted
  common shares outstanding                                   23,963                            23,963
                                                        ============                           =======
  
  (See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.)
  
  </TABLE>
  
  <PAGE>
  
                              Computron Software, Inc.
                       NOTES TO UNAUDITED PRO FORMA CONDENSED
                          CONSOLIDATED FINANCIAL STATEMENTS
  
  Pro Forma Condensed Consolidated Balance Sheet Adjustments:
  
  (a)   Adjustments to reflect the elimination of the net assets of Computron
        Software, S.A. and to reflect the $500,000 payment due to Computron
        Software, S.A. on or before October 31, 2000 (reflected as other
        liabilities), $1.5 million incurred to restore working capital
        deficiencies in Computron Software, S.A. (comprised of $1 million in new
        long-term debt and $500,000 in short term borrowings), approximately
        $600,000 in estimated costs resulting directly from the sale (reflected in
        accrued expenses), and the resulting loss on the sale of approximately $2
        million.
  
  Pro Forma Condensed Consolidated Statements of Operations Adjustments:
  
  The pro forma condensed consolidated statements of operations do not include any
  impact of the loss on the sale. The pro forma condensed statements of operations
  also do not show the additional interest expense that would have been incurred
  in connection with the new long-term debt or short term borrowings because such
  interest expense would have been offset by approximately the same amount in
  interest expense savings that would have been realized since the Company would
  not have had to incur additional debt to fund the operating losses of Computron
  Software, S.A. during those periods.
  
  (b)   Adjustments to eliminate the results of operations of Computron Software,
        S.A. from historical financial statement amounts.
  
  
                                     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.
  
                                        COMPUTRON SOFTWARE, INC.
  
  
  Date: January 12, 2000                By:   /s/ MICHAEL R. JORGENSEN
                                              ------------------------
                                              Michael R. Jorgensen
                                              Executive Vice President and Chief
                                              Financial Officer
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
  2.1   Share Purchase Agreement, dated December 23, 1999, between Registrant and
        ADONIX relating to the sale of all of the shares of Computron Software,
        S.A. (English translation)
  
  99.1  Press Release by Registrant, dated January 12, 2000, announcing its sale
        of Computron Software, S.A
  
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 19070}]
metadata_filer: {"company-data": {"conformed-name": "COMPUTRON SOFTWARE INC", "cik": "0000947427", "assigned-sic": "7372", "irs-number": "132966911", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13591", "film-number": "507057"}, "business-address": {"street1": "MEADOWS OFFICE COMPLEX", "street2": "301 RT 17 NORTH", "city": "RUTHERFORD", "state": "NJ", "zip": "07070", "phone": "2019353400"}, "mail-address": {"street1": "MEADOWS OFFICE COMPLEX", "street2": "301 ROUTE 17 NORTH", "city": "RUTHERFORD", "state": "NJ", "zip": "07070"}}
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): December 29, 1999
  
                              COMPUTRON SOFTWARE, INC.
              ........................................................
               (Exact name of registrant as specified in its charter)
  
           Delaware                   1-13591                  13-2966911
   ........................... ....................... ............................
  (State or other jurisdiction        (Commission               (IRS Employer
  of incorporation)                   File Number)             Identification No.)
  
        301 Route 17 North
        Rutherford, New Jersey                                      07070
   ........................... ....................... ............................
  
  (Address of principal executive offices)                        (Zip Code)
  
                                                         (201) 935-3400
  Registrant's telephone number, including area code .....................
  
                                         N/A
           ..............................................................
           (Former name or former address, if changed since last report)
  Item 2.   Acquisition or Disposition of Assets
  
  On December 29, 1999, Registrant sold its entire interest in its wholly-owned
  French subsidiary, Computron Software, S.A., to ADONIX, a French company with no
  material relationship to Registrant, any affiliate of Registrant or any director
  or officer (or associate thereof) of Registrant. Pursuant to the Share Purchase
  Agreement, a copy of which is attached as Exhibit 2.1, Registrant received 1
  French Franc for the shares of Computron Software, S.A. Further, Registrant was
  required to fund the working capital deficiency of Computron Software, S.A. in
  the amount of approximately US $1.5 million prior to December 29, 1999. The
  Share Purchase Agreement obligates Registrant to pay an additional US $500,000
  to Computron Software, S.A. on or prior to October 31, 2000.
  
  Item 7.   Financial Statements and Exhibits.
  
  (b)   Pro forma financial information
  
  Unaudited  Pro Forma  Condensed  Consolidated  Balance Sheet as of September 30,
  1999.
  
  Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year
  ended December 31, 1998 and the nine month period ended September 30, 1999.
  
  Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
  
  (c)   Exhibits
  
        2.1         Share Purchase Agreement, dated December 23, 1999, between
                    Registrant and ADONIX relating to the sale of all of the
                    shares of Computron Software, S.A. (English translation)
  
        99.1        Press Release by Registrant, dated January 12, 2000,
                    announcing its sale of Computron Software, S.A.
  Computron Software, Inc.
                     UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                                FINANCIAL STATEMENTS
  
  The following unaudited pro forma condensed consolidated financial statements
  (the "Pro Forma Financial Statements") are based on the historical consolidated
  financial statements of Computron Software, Inc. (the "Company").
  
  The unaudited pro forma condensed consolidated balance sheet gives effect to the
  disposition, described in Item 2, as if it was consummated on September 30,
  1999. The unaudited pro forma condensed consolidated statements of operations
  give effect to the disposition as if it was consummated as of the beginning of
  the respective periods presented. The pro forma adjustments are more fully
  described in the accompanying notes.
  
  The Pro Forma Financial Statements are presented for informational purposes only
  and do not purport to be indicative of the results of operations that actually
  would have been achieved had the disposition been consummated on the date or for
  the periods indicated and do not purport to be indicative of the financial
  position or results of operations as of any future date or for any future
  period. The Pro Forma Financial Statements should be read in connection with the
  Company's Annual Report on Form 10-K for the year ended December 31, 1998, the
  Consolidated Financial Statements of the Company and the related notes thereto
  and the Company's Quarterly Report on Form 10-Q for the three and nine months
  ended September 30, 1999.
  COMPUTRON SOFTWARE, INC.
  
                   Pro Forma Condensed Consolidated Balance Sheet
  
                                 September 30, 1999
  
                                     (Unaudited)
  
                                   (In thousands)
  Pro Forma
                                                      As Filed in 10-Q     Adjustments (a)    PRO FORMA
                                                      -------------------------------------------------
  Assets
  Current assets:
    Cash and cash equivalents                            $     1,505         $        0       $  1,505
    Restricted cash                                              299                  0            299
    Accounts receivable, net                                  10,354               (315)        10,039
    Prepaid expenses and other current assets                  1,607               (387)         1,220
                                                         -----------         ----------       --------
  Total current assets                                        13,765               (702)        13,063
                                                         -----------         ----------       --------
  Equipment and leasehold improvements:
    Computer and office equipment                             11,779               (186)        11,593
    Furniture and fixtures                                     1,312               (111)         1,201
    Leasehold improvements                                     1,085                  0          1,085
                                                         -----------         ----------       --------
                                                              14,176               (297)        13,879
  Less: accumulated depreciation and amortization             11,848                146         11,702
                                                         -----------         ----------       --------
                                                               2,328               (151)         2,177
  
    Capitalized software development costs, net                1,654                  0          1,654
    Other assets                                                 633               (486)           147
                                                         -----------         ----------       --------
                                                         $    18,380         $   (1,339)      $ 17,041
                                                         ===========         ==========       ========
  
  Liabilities and Stockholders' Deficit
  Current liabilities:
    Current portion of long-term debt and
    capital leases                                       $     1,670         $       (2)      $  1,668
    Short term borrowings                                      1,304                500          1,804
    Accounts payable                                           4,065               (604)         3,461
    Accrued expenses                                           7,459             (1,095)         6,364
    Deferred revenue                                           8,401               (147)         8,254
                                                         -----------         ----------       --------
  Total current liabilities                                   22,899             (1,348)        21,551
                                                         -----------         ----------       --------
  Long-term debt and capital leases, net of current              977              1,000          1,977
  Other liabilities                                                0                500            500
  Stockholders' deficit:
    Common stock                                                 239                  0            239
    Additional paid-in capital                                70,122                  0         70,122
    Accumulated deficit                                      (75,224)            (2,101)       (77,325)
    Accumulated other comprehensive loss                        (633)               610            (23)
                                                         -----------         ----------       --------
  Total stockholders' deficit                                 (5,496)            (1,491)        (6,987)
                                                         -----------         ----------       --------
                                                         $    18,380         $   (1,339)      $ 17,041
                                                         ===========         ==========       ========
  
  (See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.)
  COMPUTRON SOFTWARE, INC.
  
              Pro Forma Condensed Consolidated Statements of Operations
  
                    For the Nine Months Ended September 30, 1998
  
                                     (Unaudited)
  
                        (In thousands, except per share data)
  Pro Forma
                                                      As Filed in 10-Q     Adjustments (b)    PRO FORMA
                                                      -------------------------------------------------
  Revenues:
  
  License Fees                                          $      7,009       $         59       $  6,950
  Services                                                    36,390              2,905         33,485
                                                        ------------       ------------       --------
  Total revenues                                              43,399              2,964         40,435
                                                        ------------       ------------       --------
  
  Operating Expenses:
  Cost of license fees                                         1,526                  0          1,526
  Cost of services                                            19,354              2,207         17,147
  Sales and marketing                                          8,920                774          8,146
  Research and development                                     5,915                 30          5,885
  General and administrative                                  10,191              2,162          8,029
                                                        ------------       ------------       --------
  Total operating expenses                                    45,906              5,173         40,733
                                                        ------------       ------------       --------
  Operating loss                                              (2,507)            (2,209)          (298)
                                                        ------------       ------------       --------
  Other expense, net                                            (658)               (16)          (642)
                                                        ------------       ------------       --------
  Net Loss                                               $    (3,165)      $     (2,225)       $  (940)
                                                         ===========       ============        =======
  Basic and diluted net loss
  per common share                                       $     (0.13)                          $ (0.04)
                                                         ===========                           =======
  Weighted average basic and diluted
  common shares outstanding                                   23,914                            23,914
                                                         ===========                           =======
  
  (See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.)
  COMPUTRON SOFTWARE, INC.
  
              Pro Forma Condensed Consolidated Statements of Operations
  
                        For the Year Ended December 31, 1998
  
                                     (Unaudited)
  
                        (In thousands, except per share data)
  
                                                                            Pro Forma
                                                      As Filed in 10-K     Adjustments (b)    PRO FORMA
                                                      -------------------------------------------------
  Revenues:
  
  License Fees                                          $     15,273       $        536       $ 14,737
  Services                                                    48,248              5,403         42,845
                                                        ------------       ------------       --------
  Total revenues                                              63,521              5,939         57,582
                                                        ------------       ------------       --------
  
  Operating Expenses:
  Cost of license fees                                         3,824                  0          3,824
  Cost of services                                            28,389              4,200         24,189
  Sales and marketing                                         14,970              1,354         13,616
  Research and development                                    10,568                309         10,259
  General and administrative                                  13,586              2,684         10,902
  Restructuring costs                                          1,025                731            294
                                                        ------------       ------------       --------
  Total operating expenses                                    72,362              9,278         63,084
                                                        ------------       ------------       --------
  Operating loss                                              (8,841)            (3,339)        (5,502)
                                                        ------------       ------------       --------
  Other expense, net                                            (190)               (13)          (177)
                                                        ------------       ------------       --------
  Loss before income tax provision                            (9,031)            (3,352)        (5,679)
  Income tax provision                                            12                 12              0
                                                        ------------       ------------       --------
  Net Loss                                              $     (9,043)      $     (3,364)       $(5,679)
                                                        ============       ============        =======
  Basic and diluted net loss
  per common share                                      $      (0.38)                          $ (0.24)
                                                        ============                           =======
  Weighted average basic and diluted
  common shares outstanding                                   23,963                            23,963
                                                        ============                           =======
  
  (See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.)
  Computron Software, Inc.
                       NOTES TO UNAUDITED PRO FORMA CONDENSED
                          CONSOLIDATED FINANCIAL STATEMENTS
  
  Pro Forma Condensed Consolidated Balance Sheet Adjustments:
  
  (a)   Adjustments to reflect the elimination of the net assets of Computron
        Software, S.A. and to reflect the $500,000 payment due to Computron
        Software, S.A. on or before October 31, 2000 (reflected as other
        liabilities), $1.5 million incurred to restore working capital
        deficiencies in Computron Software, S.A. (comprised of $1 million in new
        long-term debt and $500,000 in short term borrowings), approximately
        $600,000 in estimated costs resulting directly from the sale (reflected in
        accrued expenses), and the resulting loss on the sale of approximately $2
        million.
  
  Pro Forma Condensed Consolidated Statements of Operations Adjustments:
  
  The pro forma condensed consolidated statements of operations do not include any
  impact of the loss on the sale. The pro forma condensed statements of operations
  also do not show the additional interest expense that would have been incurred
  in connection with the new long-term debt or short term borrowings because such
  interest expense would have been offset by approximately the same amount in
  interest expense savings that would have been realized since the Company would
  not have had to incur additional debt to fund the operating losses of Computron
  Software, S.A. during those periods.
  
  (b)   Adjustments to eliminate the results of operations of Computron Software,
        S.A. from historical financial statement amounts.
  
                                     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.
  
                                        COMPUTRON SOFTWARE, INC.
  
  Date: January 12, 2000                By:   /s/ MICHAEL R. JORGENSEN
                                              ------------------------
                                              Michael R. Jorgensen
                                              Executive Vice President and Chief
                                              Financial Officer
  EXHIBIT INDEX
  
  2.1   Share Purchase Agreement, dated December 23, 1999, between Registrant and
        ADONIX relating to the sale of all of the shares of Computron Software,
        S.A. (English translation)
  
  99.1  Press Release by Registrant, dated January 12, 2000, announcing its sale
        of Computron Software, S.A