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
   
                                  March 31, 1997
                -------------------------------------------------- 
  
                 Date of Report (date of earliest event reported)
   
                           RATIONAL SOFTWARE CORPORATION
   ------------------------------------------------------------------------------
              (Exact name of Registrant as specified in its charter)
   
            DELAWARE                     0-12167                   54-121709
   ------------------------------------------------------------------------------ 
  (State or other jurisdiction of  (Commission File Number)   (I.R.S. Employer 
   incorporation or organization)                              Identification No.)
   
                             2800 SAN TOMAS EXPRESSWAY
                             SANTA CLARA, CA  95051-0951
                --------------------------------------------------  
                     (Address of principal executive offices)
   
        Registrant's telephone number, including area code:  (408) 496-3600
   
  
                                  Not Applicable
                --------------------------------------------------  
           (Former name or former address, if changed since last report)
  
  
  ===============================================================================
  <PAGE>
   
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
       On March 31, 1997, Rational Software Corporation, a Delaware corporation
  ("Rational"), Performance Awareness Corporation, a North Carolina corporation
  ("PAC") and all of the stockholders of PAC entered into a stock purchase
  agreement (the "Stock Purchase Agreement"), pursuant to which Rational purchased
  all of the outstanding shares of PAC capital stock for $31 million in cash (the
  "PAC Acquisition"). The purchase price for the PAC Acquisition was paid out of
  cash on hand. For financial reporting purposes the PAC acquisition will be
  accounted for using the purchase method in accordance with generally accepted
  accounting principles.
  
       In connection with the PAC Acquisition, Rational assumed all of the
  outstanding stock options held by PAC employees which, when and if they become
  fully vested, will be exercisable for an aggregate of 250,000 shares of Rational
  Common Stock. Upon the consummation of the PAC Acquisition, PAC became a wholly-
  owned subsidiary of Rational. The assets of PAC were used, prior to the PAC
  Acquisition, for the development, marketing and support of automated software
  quality testing tools, a use that Rational intends to continue immediately
  following the PAC Acquisition.
  
       A copy of the Stock Purchase Agreement is filed herewith as Exhibit 2.1 and
  a copy of the press release issued by Rational regarding the PAC Acquisition is
  filed herewith as Exhibit 99.1.  Both of these exhibits are incorporated by
  reference herein.
  
  ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS.
  
       The following financial statements and exhibits are filed as part of this
  report, where indicated.
  
       (a)        Financial statements of business acquired are unavailable as of
                  the date of this filing. Such information will be filed on or
                  before June 16, 1997.
  
       (b)        Pro forma financial information required pursuant to Article 11
                  of Regulation S-X is unavailable as of the date of this filing.
                  Such information will be filed on or before June 16, 1997.
  
       (c)        Exhibits
  
                  2.1     Stock Purchase Agreement by and among Rational Software
                          Corporation, a Delaware corporation, Performance
                          Awareness Corporation, a North Carolina corporation
                          ("PAC"), and all of the Stockholders of PAC dated March
                          31, 1997.
  
                  99.1    Press Release dated March 31, 1997.
  
                                        -2-
  <PAGE>
   
       Pursuant to this requirement 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.
  
                                      RATIONAL SOFTWARE CORPORATION
  
  
  
  March 31, 1997                      /s/ Robert T. Bond
                                      ------------------
                                      Robert T. Bond
                                      Senior Vice President, Chief Operating 
                                      Officer, Chief Financial Officer, and 
                                      Secretary
  
                                        -3-
  <PAGE>
   
                                   EXHIBIT INDEX
                                   -------------
  
  
  ITEM                    DESCRIPTION
  ----                    -----------
   2.1                    Stock Purchase Agreement by and among Rational Software
                          Corporation, a Delaware corporation, Performance
                          Awareness Corporation, a North Carolina corporation
                          ("PAC"), and all of the Stockholders of PAC dated March
                          31, 1997.
  
  99.1                    Press Release dated March 31, 1997.
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metadata_filer: {"company-data": {"conformed-name": "RATIONAL SOFTWARE CORP", "cik": "0000722056", "assigned-sic": "7372", "irs-number": "541217099", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12167", "film-number": "97577351"}, "business-address": {"street1": "2800 SAN TOMAS EXPRESSWAY", "city": "SANTA CLARA", "state": "CA", "zip": "95051-0951", "phone": "4084963600"}, "mail-address": {"street1": "2800 SAN TOMAS EXPRESSWAY", "city": "SANTA CLARA", "state": "CA", "zip": "95051-0951"}, "former-company": {"former-conformed-name": "VERDIX CORP", "date-changed": "19920703"}}
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
   
                                  March 31, 1997
                -------------------------------------------------- 
  
                 Date of Report (date of earliest event reported)
   
                           RATIONAL SOFTWARE CORPORATION
   ------------------------------------------------------------------------------
              (Exact name of Registrant as specified in its charter)
   
            DELAWARE                     0-12167                   54-121709
   ------------------------------------------------------------------------------ 
  (State or other jurisdiction of  (Commission File Number)   (I.R.S. Employer 
   incorporation or organization)                              Identification No.)
   
                             2800 SAN TOMAS EXPRESSWAY
                             SANTA CLARA, CA  95051-0951
                --------------------------------------------------  
                     (Address of principal executive offices)
   
        Registrant's telephone number, including area code:  (408) 496-3600
   
  
                                  Not Applicable
                --------------------------------------------------  
           (Former name or former address, if changed since last report)
  
  ===============================================================================
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
       On March 31, 1997, Rational Software Corporation, a Delaware corporation
  ("Rational"), Performance Awareness Corporation, a North Carolina corporation
  ("PAC") and all of the stockholders of PAC entered into a stock purchase
  agreement (the "Stock Purchase Agreement"), pursuant to which Rational purchased
  all of the outstanding shares of PAC capital stock for $31 million in cash (the
  "PAC Acquisition"). The purchase price for the PAC Acquisition was paid out of
  cash on hand. For financial reporting purposes the PAC acquisition will be
  accounted for using the purchase method in accordance with generally accepted
  accounting principles.
  
       In connection with the PAC Acquisition, Rational assumed all of the
  outstanding stock options held by PAC employees which, when and if they become
  fully vested, will be exercisable for an aggregate of 250,000 shares of Rational
  Common Stock. Upon the consummation of the PAC Acquisition, PAC became a wholly-
  owned subsidiary of Rational. The assets of PAC were used, prior to the PAC
  Acquisition, for the development, marketing and support of automated software
  quality testing tools, a use that Rational intends to continue immediately
  following the PAC Acquisition.
  
       A copy of the Stock Purchase Agreement is filed herewith as Exhibit 2.1 and
  a copy of the press release issued by Rational regarding the PAC Acquisition is
  filed herewith as Exhibit 99.1.  Both of these exhibits are incorporated by
  reference herein.
  
  ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS.
  
       The following financial statements and exhibits are filed as part of this
  report, where indicated.
  
       (a)        Financial statements of business acquired are unavailable as of
                  the date of this filing. Such information will be filed on or
                  before June 16, 1997.
  
       (b)        Pro forma financial information required pursuant to Article 11
                  of Regulation S-X is unavailable as of the date of this filing.
                  Such information will be filed on or before June 16, 1997.
  
       (c)        Exhibits
  
                  2.1     Stock Purchase Agreement by and among Rational Software
                          Corporation, a Delaware corporation, Performance
                          Awareness Corporation, a North Carolina corporation
                          ("PAC"), and all of the Stockholders of PAC dated March
                          31, 1997.
  
                  99.1    Press Release dated March 31, 1997.
  
                                        -2-
  Pursuant to this requirement 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.
  
                                      RATIONAL SOFTWARE CORPORATION
  
  March 31, 1997                      /s/ Robert T. Bond
                                      ------------------
                                      Robert T. Bond
                                      Senior Vice President, Chief Operating 
                                      Officer, Chief Financial Officer, and 
                                      Secretary
  
                                        -3-
  EXHIBIT INDEX
                                   -------------
  
  ITEM                    DESCRIPTION
  ----                    -----------
   2.1                    Stock Purchase Agreement by and among Rational Software
                          Corporation, a Delaware corporation, Performance
                          Awareness Corporation, a North Carolina corporation
                          ("PAC"), and all of the Stockholders of PAC dated March
                          31, 1997.
  
  99.1                    Press Release dated March 31, 1997.