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~~the ofSecurities ~~Report:~~Exchange ~~November 1,~~Act ~~2002~~of 1934

(Date of Report (Date of earliest event reported): November 12, 2002

TCSI ~~Corporation~~CORPORATION

(Exact name of Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Nevada

Nevada		0-19377		68-0140975
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(State or other jurisdiction of incorporation)

1080 Marina Village Parkway, Alameda, California		94501
(Address of Principal Executive Offices)		(Zip Code)

000-19377		68-0140975
(Commission file number)		(I.R.S. employer identification no.)

(510) 749-8500

~~1080~~(Registrant’s ~~Marina~~telephone ~~Village Parkway~~number, ~~Alameda,~~including ~~California~~area ~~94501~~code)

~~(Address~~Not applicable. ~~of principal executive offices) (Zip Code)~~

~~Registrant’s~~(Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code:~~since ~~(510~~last report) ~~749-8500~~

Item 95. ~~Regulation~~ FDOther ~~Disclosure~~Events.

On November 12, 2002, TCSI Corporation, ~~announced~~a ~~that~~Nevada oncorporation ~~November~~(the 1“Company”), ~~2002~~entered itinto ~~filed~~an ~~with~~Agreement and Plan of Merger (the ~~Securities~~“Merger Agreement”) with Rocket Software, Inc., a Massachusetts corporation (“Rocket” or “Parent”), and ~~Exchange~~Rocket ~~Commission~~Acquisition ~~its~~Sub, ~~quarterly~~Inc., ~~report~~a onNevada ~~Form~~corporation ~~10-Q~~and wholly owned subsidiary of ~~for~~Parent (“Sub”). Pursuant to the ~~three~~Merger ~~month~~Agreement, ~~period~~and ~~ended~~subject ~~September~~to ~~30,~~the ~~2002~~conditions thereof, ~~accompanied~~Sub bywill commence a cash tender offer (the ~~certification~~“Offer”) for all of ~~Kenneth~~the E.Company’s ~~Elmer~~outstanding shares of common stock, ~~its~~par value ~~President~~$0.10 per share, ~~Chief~~at ~~Executive~~a ~~Officer~~purchase ~~and~~price ~~Chief~~of ~~Financial~~$0.52 ~~Officer~~per share. ~~The~~As ~~certification~~soon ~~was~~as ~~submitted~~practicable inafter ~~accordance~~the consummation of the Offer, Sub will merge with ~~Section~~and ~~906~~into ofthe Company (the “Merger”), and the Company will become a wholly owned ~~Sarbanes-Oxley~~subsidiary ~~Act~~of Rocket. In the Merger, the remaining stockholders of ~~2002~~the Company will become entitled to receive the per share consideration paid in the Offer.

The ~~information~~obligation inof ~~this~~Sub ~~Current~~to ~~Report~~accept onfor ~~Form~~payment ~~8-K~~and ispay ~~furnished~~for ~~pursuant~~the shares tendered in connection with the Offer is subject to ~~Item~~a 9number of conditions described in the Merger Agreement including that at least ~~and~~90% ~~shall~~of ~~not~~the outstanding shares be ~~deemed~~validly totendered beand ~~“filed”~~not ~~for~~withdrawn in the ~~purposes~~Offer. ofIn ~~Section~~the 18even that more than 50% and less than 90% of the ~~Securities~~shares ~~Exchange~~then ~~Act~~outstanding ofare ~~1934~~tendered and not withdrawn in connection with the Offer, asSub ~~amended~~will, orunder ~~otherwise~~certain circumstances described in the Merger Agreement, reduce the number of shares subject to the ~~liabilities~~Offer to a number equal to 50.1% of ~~that~~the ~~section~~shares then outstanding.

On November 12, 2002, the Company and Rocket issued a press release announcing the execution of the Merger Agreement under which Rocket will acquire the Company. The Merger Agreement and the press release are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference in their entirety. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement.

Item 7. Financial Statements and Exhibits.

99.1

Agreement and Plan of Merger, dated November 12, 2002, by and among Rocket Software, Inc., a Massachusetts corporation (“Parent”), Rocket Acquisition Sub, Inc., a Nevada corporation and wholly owned subsidiary of Parent, and TCSI Corporation, a Nevada corporation.

99.2

Press Release dated November 12, 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto ~~thereunto~~ duly authorized.

TCSI CORPORATION By: /s/ ~~KENNETH~~Kenneth E. ~~ELMER~~Elmer Kenneth E. Elmer President, Chief ~~Financial~~Executive Officer, ~~Secretary~~ and ~~Treasurer~~Chief Financial Officer

~~Date~~Dated: November 114, 2002

EXHIBIT INDEX

Exhibit No.		Description

99.1		Agreement and Plan of Merger, dated November 12, 2002, by and among Rocket Software, Inc., a Massachusetts corporation (“Parent”), Rocket Acquisition Sub, Inc., a Nevada corporation and wholly owned subsidiary of Parent, and TCSI Corporation, a Nevada corporation.

99.2		Press Release dated November 12, 2002.

E-1

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