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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): December 6, 2000
webMethods, Inc.
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(Exact name of registrant as specified in its charter)
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DELAWARE 00-115681 54-1807654
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(State of other jurisdiction (Commission File Number) (IRS Employer Identification
of incorporation) Number)
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3930 PENDER DRIVE
FAIRFAX, VIRGINIA 22030
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(Address of principal executive offices) (Zip Code)
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
Consolidated Financial Results Restated to Reflect Merger
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 Software"). As a result
of the Merger, the separate corporate existence of Wolf Acquisition, Inc. ceased
and Active Software survived as a wholly owned subsidiary of the Company and the
Company and Active Software began operating as a combined company.
The attached financial information is a restatement of the Company's financial
results for the periods from Active Software inception in September 1995
through the year ended March 31, 2000 to give effect to the pooling of
interests resulting from the Merger.
On December 6, 2000, Robert E. Cook, a director of WebMethods, submitted his
resignation to the Company's board of directors. Mr. Cook is resigning to
devote more time to working with early-stage companies. Mr. Cook's term was to
end in 2003.
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: December 20, 2000
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INDEX TO EXHIBITS
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Exhibit Number Exhibit
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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
99.1 Restated Financial Information
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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
