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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): October 26, 2000
webMethods, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 00-115681 54-1807654
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(State of other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
3939 PENDER DRIVE
FAIRFAX, VIRGINIA 22030
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (703) 460-2500
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(Former name or former address, if changed since last report)
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Item 5. Other Events
Post-Merger Unaudited Consolidated Quarterly Financial Results
On August 15, 2000, Wolf Acquisition, Inc., a Delaware corporation and a newly
formed and wholly owned subsidiary of webMethods, Inc. (the "Company" or
"Registrant") merged into Active Software, Inc. ("Active"). As a result of
the Merger, the separate corporate existence of Wolf Acquisition, Inc. ceased
with Active surviving as a wholly owned subsidiary of the Company and the
Company and Active began operating as a combined company.
The attached unaudited balance sheet and income statement information contains
the unaudited quarterly financial results of the combined company for the
quarter ended September 30, 2000 and unaudited quarterly financial results of
the Company for the quarters ended June 30, 1999 through June 30, 2000 that
have been restated to reflect combined operations of the Company and Active as
if the merger had occured on April 1, 1999.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
A list of exhibits filed as part of this report is set forth in
the Index to Exhibits, which immediately precedes such exhibits and is
incorporated herein by reference.
Signatures Appear on Following Page
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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.
webMethods, Inc.
By: /s/ Mary Dridi
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Chief Financial Officer
Dated: October 30, 2000
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Exhibit
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<S> <C>
2.1* Agreement and Plan of Merger, dated as of May
20, 2000, by and among webMethods, Inc., Wolf
Acquisition, Inc. and Active Software, Inc.
3.1** Certificate of Amendment of the Fifth Amended
and Restated Certificate of Incorporation of
webMethods, Inc.
4.1** Second Amended and Restated Investor Rights
Agreement
27 Financial Data Schedule
99.1 Unaudited Quarterly Financial Information of the
Combined Company
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* Incorporated by reference to the Registrant's Registration Statement on Form
S-4, as amended (File No. 333-39572).
http://www.sec.gov/Archives/edgar/data/1035096/0000950133-00-002628.txt
** Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (File No. 333-91309).
http://www.sec.gov/Archives/edgar/data/1035096/0000950133-99-003716.txt
