content: <PAGE>
   
  ================================================================================
  
                 UNITED STATES 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):
                                 October 25, 1998
  
  
                                QUALIX GROUP, INC.
              ------------------------------------------------------
              (Exact name of Registrant as specified in its charter)
  
  
                                     DELAWARE
              ------------------------------------------------------
                  (State or other jurisdiction of incorporation)
  
  
       
         000-22059                                           77-0261239
  (Commission File Number)                       (IRS Employer Identification No.)
  
  
              177 Bovet Road, 2nd Floor, San Mateo, California   94402
              ---------------------------------------------------------
              (Address of principal executive offices)        (Zip Code)
  
  
                                  (650) 572-0200
             ---------------------------------------------------------
               (Registrant's telephone number, including area code)
  
  ================================================================================
  
  <PAGE>
   
  ITEM 2.  ACQUISITION AND DISPOSITION OF ASSETS
           -------------------------------------
  
           The Company has agreed to a strategic combination with Legato Systems, 
  Inc., a Delaware corporation ("Legato"). Pursuant to an Agreement and Plan of 
  Reorganization dated as of October 25, 1998 by and among Legato, the Company and
  Hat Acquisition Corp., a Delaware corporation ("Merger Sub"), at the effective 
  time of the combination, Merger Sub will merge with and into the Company and the
  Company will become a wholly-owned subsidiary of Legato. In the transaction, 
  each holder of an outstanding share of Company Common Stock will receive a 
  fraction of a share of Legato Common Stock equal to the Exchange Ratio. The 
  "Exchange Ratio" equals a number the numerator of which is (i) 1,721,000 shares 
  of Legato Common Stock and the denominator of which is equal to (ii) the sum of
  (A) the aggregate number of shares of Company Common Stock outstanding at the 
  effective time of the merger and (B) the aggregate number of shares of Target 
  Common Stock issuable upon exercise of all outstanding options to acquire 
  Company Common Stock at the effective merger. As of October 22, 1998, the 
  Company had outstanding approximately 10.7 million shares of Company Common 
  Stock and 1.4 million options to acquire Company Common Stock.
  
           The combination, which is expected to close in late December 1998 or 
  early January 1999, will be accounted for as a tax free pooling of interests and
  is subject to the approval of the Company's stockholders. Legato has received 
  the agreement of certain Company stockholders holding approximately 20% of the 
  Company's common stock to vote in favor of the transaction, and an option from 
  the Company to acquire 19.9% of the Company's outstanding Common Stock which is 
  exercisable under certain circumstances.
  
           Further details regarding this announcement are contained in press
  releases dated October 26, 1998, attached as an exhibit hereto and incorporated
  by reference herein.
  
           Louis Cole is a member of the Board of Directors of the Company and is 
  also the Chairman and Chief Executive Officer of Legato. Mr. Cole has abstained 
  from voting on the Agreement and Plan of Reorganization dated as of October 25, 
  1998 and the transaction contemplated thereby.
  <PAGE>
   
  Item 7.  FINANCIAL STATEMENTS AND EXHIBITS
           ---------------------------------
  
           (c)    EXHIBIT NUMBER          DESCRIPTION
                  --------------          -----------
  
                        2.1               Agreement and Plan of Reorganization 
                                          dated as of October 25, 1998 by and 
                                          among Legato Systems, Inc., Qualix 
                                          Group, Inc. and Hat Acquisition Corp., 
                                          including certain exhibits thereto;
  
                        2.2               Stock Option Agreement dated as of 
                                          October 25, 1998 among Legato Systems, 
                                          Inc. and Qualix Group, Inc.; and
  
                       99.1               Press releases, dated October 26, 1998.
  <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 on October 29,
  1998 by the undersigned hereunto duly authorized.
  
  
                                          QUALIX GROUP, INC.
  
  
                                          By:  /s/ BRUCE C. FELT
                                             ---------------------------
                                             Bruce C. Felt
                                             Chief Financial Officer
  <PAGE>
   
                                   EXHIBIT INDEX
  
      2.1         Agreement and Plan of Reorganization dated as of October 25, 
                  1998 by and among Legato Systems, Inc., Qualix Group, Inc. and 
                  Hat Acquisition Corp., including certain exhibits thereto;
  
      2.2         Stock Option Agreement dated as of October 25, 1998 among Legato
                  Systems, Inc. and Qualix Group, Inc.; and
  
     99.1         Press releases, dated October 26, 1998.
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metadata_filer: {"company-data": {"conformed-name": "QUALIX GROUP INC", "cik": "0000870345", "assigned-sic": "7372", "irs-number": "770261239", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-22059", "film-number": "98733261"}, "business-address": {"street1": "1900 S NORFOLK ST", "street2": "SUITE 224", "city": "SAN MATEO", "state": "CA", "zip": "94403-1151", "phone": "6505720200"}, "mail-address": {"street1": "1900 S NORFOLK ST", "street2": "SUITE 224", "city": "SAN MATEO", "state": "CA", "zip": "94403-1151"}}
text: ================================================================================
  
                 UNITED STATES 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):
                                 October 25, 1998
  
                                QUALIX GROUP, INC.
              ------------------------------------------------------
              (Exact name of Registrant as specified in its charter)
  
                                     DELAWARE
              ------------------------------------------------------
                  (State or other jurisdiction of incorporation)
  
       
         000-22059                                           77-0261239
  (Commission File Number)                       (IRS Employer Identification No.)
  
              177 Bovet Road, 2nd Floor, San Mateo, California   94402
              ---------------------------------------------------------
              (Address of principal executive offices)        (Zip Code)
  
                                  (650) 572-0200
             ---------------------------------------------------------
               (Registrant's telephone number, including area code)
  
  ================================================================================
  ITEM 2.  ACQUISITION AND DISPOSITION OF ASSETS
           -------------------------------------
  
           The Company has agreed to a strategic combination with Legato Systems, 
  Inc., a Delaware corporation ("Legato"). Pursuant to an Agreement and Plan of 
  Reorganization dated as of October 25, 1998 by and among Legato, the Company and
  Hat Acquisition Corp., a Delaware corporation ("Merger Sub"), at the effective 
  time of the combination, Merger Sub will merge with and into the Company and the
  Company will become a wholly-owned subsidiary of Legato. In the transaction, 
  each holder of an outstanding share of Company Common Stock will receive a 
  fraction of a share of Legato Common Stock equal to the Exchange Ratio. The 
  "Exchange Ratio" equals a number the numerator of which is (i) 1,721,000 shares 
  of Legato Common Stock and the denominator of which is equal to (ii) the sum of
  (A) the aggregate number of shares of Company Common Stock outstanding at the 
  effective time of the merger and (B) the aggregate number of shares of Target 
  Common Stock issuable upon exercise of all outstanding options to acquire 
  Company Common Stock at the effective merger. As of October 22, 1998, the 
  Company had outstanding approximately 10.7 million shares of Company Common 
  Stock and 1.4 million options to acquire Company Common Stock.
  
           The combination, which is expected to close in late December 1998 or 
  early January 1999, will be accounted for as a tax free pooling of interests and
  is subject to the approval of the Company's stockholders. Legato has received 
  the agreement of certain Company stockholders holding approximately 20% of the 
  Company's common stock to vote in favor of the transaction, and an option from 
  the Company to acquire 19.9% of the Company's outstanding Common Stock which is 
  exercisable under certain circumstances.
  
           Further details regarding this announcement are contained in press
  releases dated October 26, 1998, attached as an exhibit hereto and incorporated
  by reference herein.
  
           Louis Cole is a member of the Board of Directors of the Company and is 
  also the Chairman and Chief Executive Officer of Legato. Mr. Cole has abstained 
  from voting on the Agreement and Plan of Reorganization dated as of October 25, 
  1998 and the transaction contemplated thereby.
  Item 7.  FINANCIAL STATEMENTS AND EXHIBITS
           ---------------------------------
  
           (c)    EXHIBIT NUMBER          DESCRIPTION
                  --------------          -----------
  
                        2.1               Agreement and Plan of Reorganization 
                                          dated as of October 25, 1998 by and 
                                          among Legato Systems, Inc., Qualix 
                                          Group, Inc. and Hat Acquisition Corp., 
                                          including certain exhibits thereto;
  
                        2.2               Stock Option Agreement dated as of 
                                          October 25, 1998 among Legato Systems, 
                                          Inc. and Qualix Group, Inc.; and
  
                       99.1               Press releases, dated October 26, 1998.
  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 on October 29,
  1998 by the undersigned hereunto duly authorized.
  
                                          QUALIX GROUP, INC.
  
                                          By:  /s/ BRUCE C. FELT
                                             ---------------------------
                                             Bruce C. Felt
                                             Chief Financial Officer
  EXHIBIT INDEX
  
      2.1         Agreement and Plan of Reorganization dated as of October 25, 
                  1998 by and among Legato Systems, Inc., Qualix Group, Inc. and 
                  Hat Acquisition Corp., including certain exhibits thereto;
  
      2.2         Stock Option Agreement dated as of October 25, 1998 among Legato
                  Systems, Inc. and Qualix Group, Inc.; and
  
     99.1         Press releases, dated October 26, 1998.