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): April 2,2001
ARIBA, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-26299 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 April 2, 2001, Ariba, Inc., a Delaware corporation ("Ariba"), Silver
Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Ariba
("Merger Sub"), and Agile Software Corporation, a Delaware corporation
("Agile"), entered into a Termination Agreement and Release (the "Termination
Agreement") pursuant to which the parties mutually agreed to terminate the
Agreement and Plan of Merger and Reorganization, dated as of January 29, 2001,
by and among Ariba, Merger Sub and Agile (the "Merger Agreement"). A copy of the
Termination Agreement is attached hereto as Exhibit 99.1 and is hereby
incorporated by reference in its entirety.
On April 2, 2001, Ariba and Agile issued a joint press release announcing
the termination of the Merger Agreement. A copy of the joint press release is
attached hereto as Exhibit 99.2 and is hereby incorporated by reference in its
entirety.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit No. Description.
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99.1 Termination Agreement and Release, dated as of April 2, 2001,
by and among Ariba, Inc., Silver Merger Corporation and Agile
Software Corporation.
99.2 Joint Press Release, dated as of April 2, 2001, by Ariba, Inc.
and Agile Software Corporation.
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: April 2, 2001 By: /s/ Robert Calderoni
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Robert Calderoni
Executive Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Number Description
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99.1 Termination Agreement and Release, dated as of April 2, 2001,
by and among Ariba, Inc., Silver Merger Corporation and Agile
Software Corporation.
99.2 Joint Press Release, dated as of April 2, 2001, by Ariba,
Inc. and Agile Software Corporation.