SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 21, 2000
ARIBA, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 7372 77-0439730
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
1565 Charleston Road
Mountain View, California 94043
(650) 930-6200
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(Addresses, including zip code, and telephone numbers, including
area code, of principal executive offices)
ITEM 5. OTHER EVENTS.
On June 21, 2000, Ariba, Inc., a Delaware corporation ("Ariba"), entered
into an Agreement and Plan of Reorganization (the "Agreement") with
SupplierMarket.com, Inc., a Delaware corporation (the "Company"), and Eli Merger
Corporation, a Delaware corporation and a wholly-owned subsidiary of Ariba
("Merger Sub").
Subject to the terms and conditions of the Agreement, Merger Sub shall be
merged with and into the Company at the effective time of the merger (the
"Merger"). As a result of the Merger, the separate corporate existence of Merger
Sub shall cease and the Company shall continue as a wholly owned subsidiary of
Ariba. Pursuant to the Merger Agreement, Ariba has agreed to issue approximately
6.3 million shares of its common stock, par value $0.002 per share (the "Ariba
Shares") in exchange for all of the fully diluted shares of common stock, par
value $0.001, of the Company (the "Company Common Stock"). At the effective time
of the Merger, each share of Company Common Stock issued and outstanding
immediately prior to the effective time of the Merger (other than the shares of
Company Common Stock to be canceled in accordance with the Merger Agreement)
shall be canceled and converted automatically into the right to receive a
portion of the Ariba Shares pursuant to the exchange ratio set forth in the
Merger Agreement.
Consummation of the Merger is subject to certain conditions, including
receipt of the approval of the Merger by the stockholders of the Company.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement. A copy of the press release,
dated June 26, 2000, issued by Ariba and the Company, relating to the
above-described transaction is attached as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Text of press release dated June 26, 2000.
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.
ARIBA, INC.
DATE: July 20, 2000 By: /s/ Edward P. Kinsey
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Edward P. Kinsey
Chief Financial Officer, Executive
Vice-President-Finance and
Administration and Secretary
(Principal Financial and Accounting
Officer)
INDEX TO EXHIBITS
Exhibit Description
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99.1 Text of press release dated June 26, 2000