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): November 23, 1999
AGILE SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 333-_____ 77-0397905
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer)
incorporation or organization) Identification No.)
One Almaden Boulevard
San Jose, California 95113-2211
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 975-3900
Not applicable.
--------------------------------------------
(Former name or former address, if changed since last report)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 23, 1999, pursuant to an Agreement and Plan of
Reorganization dated as of October 10, 1999 (the "Merger Agreement") among Agile
Software Corporation (the "Company") Alaska Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of the Company ("Merger Sub"), and
Digital Market, Inc., a California corporation ("Digital"), the Company
completed its acquisition (the "Merger") of Digital by merging Digital with and
into Merger Sub, with Merger Sub the surviving corporation in the Merger. Merger
Sub has subsequently been renamed Digital Market, Inc. The Merger has been
accounted for as a purchase business combination.
Under the terms of the Merger, each outstanding share of capital stock
and warrants to acquire capital stock of Digital ("Digital Capital Stock") was
converted into the right to receive 0.02426 of a share of the common stock of
the Company ("Company Common Stock") and the right to receive cash in the amount
of $.7930 per share of Digital Capital Stock. The purchase price included
$20.0 million in cash and approximately $79.2 million in Company Common Stock,
based upon the issuance of 611,765 shares at $129.50 per share, based upon
Agile's average stock price a number of days before and after the transaction
measurement date, in exchange for all of the issued and outstanding capital
stock and warrants of Digital. In addition, Agile assumed all of the outstanding
options to purchase the common stock of Digital under its stock option plans,
which were converted into options to purchase an aggregate of 10,758 shares of
Company Common Stock. The estimated fair value of the assumed options is
approximately $7.8 million and was included as a component of the purchase
price. Agile also anticipates incurring approximately $2.0 million in
acquisition expenses. The total purchase price of Digital was $109.0 million.
The Company used a portion of its proceeds from its initial public offering in
August 1999 as the source of funds of the cash portion of the purchase price.
The amount of the Merger consideration was determined through
arms-length negotiation. There were no material relationships between the
Digital shareholders and the Company or any of its affiliates, any director or
officer of the Company or any associate of any such director or officer prior to
the Merger.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired. The financial
statements required pursuant to Rule 3-05 of Regulation S-X
were previously reported in the Company's Registration
Statement on Form S-1, as filed with the Securities and
Exchange Commission on November 26, 1999, are incorporated
by reference herein, and pursuant to General Instruction B.3
of Form 8-K are not additionally reported herein.
(b) Pro forma financial information. The financial information
required pursuant to Article 11 of Regulation S-X was
previously reported in the Company's Registration Statement
on Form S-1, as filed with the Securities and Exchange
Commission on November 26, 1999, is incorporated by
reference herein, and pursuant to General Instruction B.3 of
Form 8-K is not additionally reported herein.
(c) Exhibits.
Exhibit No. Description
- ---------- -----------
2.1 Agreement and Plan of Merger, dated as of October 10, 1999
among Agile Software Corporation, Alaska Acquisition
Corporation, a Delaware corporation and wholly-owned
subsidiary of Agile, and Digital Market, Inc., a California
corporation.
The above agreement contains a list identifying all
exhibits and schedules thereto not filed as a part of
Exhibit 2.1. The Company agrees to furnish supplementally a
copy of any omitted exhibits or schedules to the Securities
and Exchange Commission upon request.
2
Exhibit No. Description
- ----------- -----------
2.2 Certificate of Merger dated November 23, 1999, filed with
the Secretary of State of the State of Delaware on
November 23, 1999.
99.1 Press release announcing completion of the Merger.
3
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.
Agile Software Corporation
December 8, 1999 By: /s/ Thomas P. Shanahan
-------------------------------
Thomas P. Shanahan,
Executive Vice President and
Chief Financial Officer
4
Exhibit Index
Exhibit No. Description
- ---------- -----------
2.1 Agreement and Plan of Merger, dated as of October 10, 1999
among Agile Software Corporation, Alaska Acquisition
Corporation, a Delaware corporation and wholly-owned
subsidiary of Agile, and Digital Market, Inc., a California
corporation.
2.2 Certificate of Merger dated November 23, 1999, filed with
the Secretary of State of the State of Delaware on
November 23, 1999.
99.1 Press release announcing completion of the Merger.
5