SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 2, 2001
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CROSSWORLDS SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
000-29799
(Commission File Number)
Delaware 94-3240149
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
577 Airport Boulevard
Burlingame, California 94010
(Address of principal executive offices, with zip code)
(650) 685-9000
(Registrant's telephone number, including area code)
Item 5. Other Events
On November 2, 2001, two actions, Neil Macklin v. CrossWorlds Software,
Inc. et al. and Carl Rongo v. CrossWorlds Software, Inc. et al., were filed in
the Superior Court of the State of California for the County of San Mateo. In
these actions the plaintiffs named as defendants CrossWorlds and the directors
of CrossWorlds. These complaints purport to assert claims on behalf of all
public stockholders of CrossWorlds who are similarly situated with the
plaintiff. These complaints allege that CrossWorlds and the members of
CrossWorlds' Board of Directors have breached their fiduciary duties to
CrossWorlds' public stockholders, that the directors engaged in self-dealing in
connection with their approval of the merger and that the directors failed to
take steps to maximize the value of CrossWorlds to its public stockholders.
These complaints seek class certification and certain forms of equitable relief,
including enjoining the consummation of the merger. CrossWorlds believes that
these allegations are without merit and intends to vigorously contest this
action. There can, however, be no assurance that CrossWorlds or the other
defendants will be successful in their defense of these actions. A copy of Neil
Macklin v. CrossWorlds Software, Inc. et al is attached hereto as Exhibit 99.1
and is incorporated herein by reference. A copy of Carl Rongo v. CrossWorlds
Software, Inc., et al is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Neil Macklin v. CrossWorlds Software, Inc., et al.
99.2 Carl Rongo v. CrossWorlds Software, Inc. et al.
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.
CROSSWORLDS SOFTWARE, INC.
Dated: November 13, 2001 By: /s/ Alfred J. Amoroso
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Alfred J. Amoroso
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Neil Macklin v. CrossWorlds Software, Inc., et al.
99.2 Carl Rongo v. CrossWorlds Software, Inc. et al.