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 9, 2000
  
  
                                 Azul Holdings Inc.
               ----------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
  
                                      Delaware
               ----------------------------------------------------
                   (State or Other Jurisdiction of Incorporation)
  
  
     000-14747                              04-2751102
  ---------------------              ---------------------------
  (Commission File Number)        (I.R.S. Employer Identification No.)
  
  
  30 New Crossing Road
  Reading, MA                                       01867
  -------------------------------             -------------------
  (Address of principal executive offices)        (Zip Code)
  
  
                                   (781) 756-4400
                          -------------------------------
                (Registrant's telephone number including area code)
  
                          -------------------------------
            Former Name or Former Address, if Changed Since Last Report
  
                                         1
  
  <PAGE>
  
  Item 5.   Other Events.
       On February 9, 2000, the Company's majority-owned operating subsidiary,
  Xyvision Enterprise Solutions, Inc. (XyEnterprise), announced that it had
  sold $6 million of its Class B Common Stock to investors in a private
  placement. The purchasers included several new investors, including
  Pennsylvania Merchant Group and Friendly Capital. A portion of the Class B
  Common Stock was issued to existing investor Jeffrey L. Neuman as trustee of
  the Tudor Trust u/d/t December 12, 1997, and to Saltzman Partners, an entity
  controlled by James Saltzman, in exchange for the foregiveness by those
  entities of certain indebtedness owed to them by the Company. Mr. Neuman and
  Mr. Saltzman are directors of the Company and XyEnterprise. The full text of
  the Company's press release issued in connection with the foregoing matters is
  filed as Exhibit 99 to this Current Report on Form 8-K and is incorporated
  herein by reference.
  
  
  
  Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
       (c) Exhibits.
  
       See Exhibit Index attached hereto.
  
  
  
                                         2
  
  <PAGE>
  
                                     SIGNATURE
       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.
  
  
  Date: February 9, 2000                         AZUL HOLDINGS INC.
                                         -------------------------------
                                                    (Registrant)
  
  
  
                                        By: /s/ Wendy Darland
                                            -------------------------------
                                            Wendy Darland
                                            Vice President, Chief Financial
                                            Officer,
                                            Secretary and Treasurer
  
  
  
                                         3
  
  <PAGE>
  
                                EXHIBIT INDEX
  
  
  
  <TABLE>
  <S>         <C>
   Exhibit
   Number     Description
  --          --------------
  99          Press Release
  </TABLE>
  
                                         4
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metadata_filer: {"company-data": {"conformed-name": "AZUL HOLDINGS INC", "cik": "0000721080", "assigned-sic": "7373", "irs-number": "042751102", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14747", "film-number": "528420"}, "business-address": {"street1": "30 NEW CROSSING ROAD", "city": "READING", "state": "MA", "zip": "01867", "phone": "7817565231"}, "mail-address": {"street1": "30 NEW CROSSING ROAD", "city": "READING", "state": "MA", "zip": "01880"}, "former-company": {"former-conformed-name": "XYVISION INC", "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
  
        Date of report (Date of earliest event reported): February 9, 2000
  
                                 Azul Holdings Inc.
               ----------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
                                      Delaware
               ----------------------------------------------------
                   (State or Other Jurisdiction of Incorporation)
  
     000-14747                              04-2751102
  ---------------------              ---------------------------
  (Commission File Number)        (I.R.S. Employer Identification No.)
  
  30 New Crossing Road
  Reading, MA                                       01867
  -------------------------------             -------------------
  (Address of principal executive offices)        (Zip Code)
  
                                   (781) 756-4400
                          -------------------------------
                (Registrant's telephone number including area code)
  
                          -------------------------------
            Former Name or Former Address, if Changed Since Last Report
  
                                         1
  Item 5.   Other Events.
       On February 9, 2000, the Company's majority-owned operating subsidiary,
  Xyvision Enterprise Solutions, Inc. (XyEnterprise), announced that it had
  sold $6 million of its Class B Common Stock to investors in a private
  placement. The purchasers included several new investors, including
  Pennsylvania Merchant Group and Friendly Capital. A portion of the Class B
  Common Stock was issued to existing investor Jeffrey L. Neuman as trustee of
  the Tudor Trust u/d/t December 12, 1997, and to Saltzman Partners, an entity
  controlled by James Saltzman, in exchange for the foregiveness by those
  entities of certain indebtedness owed to them by the Company. Mr. Neuman and
  Mr. Saltzman are directors of the Company and XyEnterprise. The full text of
  the Company's press release issued in connection with the foregoing matters is
  filed as Exhibit 99 to this Current Report on Form 8-K and is incorporated
  herein by reference.
  
  Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
       (c) Exhibits.
  
       See Exhibit Index attached hereto.
  
                                         2
  SIGNATURE
       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.
  
  Date: February 9, 2000                         AZUL HOLDINGS INC.
                                         -------------------------------
                                                    (Registrant)
  
                                        By: /s/ Wendy Darland
                                            -------------------------------
                                            Wendy Darland
                                            Vice President, Chief Financial
                                            Officer,
                                            Secretary and Treasurer
  
                                         3
  EXHIBIT INDEX
  Exhibit
   Number     Description
  --          --------------
  99          Press Release
  4