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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): August 15, 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 or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification Number)
3930 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 2. Acquisition or Disposition of Assets
On August 15, 2000, webMethods, Inc., a Delaware corporation
("webMethods"), completed its acquisition of Active Software, Inc., a Delaware
corporation ("Active Software"), through the merger of a wholly owned subsidiary
of webMethods with and into Active Software, with Active Software surviving as a
wholly owned subsidiary of webMethods (the "Merger"). The Merger is intended to
be a tax-free reorganization for federal income tax purposes and to be accounted
for as a pooling-of-interests transaction.
In connection with the Merger, webMethods issued approximately 13.9
million shares of webMethods common stock for all of the issued and outstanding
shares of Active Software. webMethods also assumed Active Software's outstanding
stock options. In the merger, each outstanding share of Active Software common
stock was exchanged for 0.527 of a share of webMethods common stock. Each
outstanding Active Software stock option was adjusted to reflect this exchange
ratio. In connection with the Merger, the size of the webMethods board of
directors was increased by two members and R. James Green and James P. Gauer,
directors of Active Software, were appointed to the board of directors. In
addition, Mr. Green, the former chairman and chief executive officer of Active
Software, has become the chief technology officer of webMethods.
A press release announcing the completion of the transaction is
attached as an exhibit to this report and incorporated by reference herein.
Item 5. Other Events
On August 15, 2000, webMethods held its annual meeting of
stockholders, at which stockholders approved the issuance of shares of
webMethods common stock in connection with the Merger, an amendment to
webMethods' Fifth Amended and Restated Certificate of Incorporation to increase
the number of authorized shares of common stock to 500,000,000 shares and an
amendment to webMethods' Stock Option Plan to increase the number of shares of
common stock reserved for issuance under this plan to 20,731,000 shares and to
make certain technical amendments to the plan. webMethods filed the Certificate
of Amendment of the Fifth Amended and Restated Certificate of Incorporation and
the Amended and Restated Stock Option Plan with the Securities and Exchange
Commission (the "SEC") as Exhibits 4.2 and 4.3, respectively, to the webMethods
Registration Statement on Form S-8 filed with the SEC on August 17, 2000. In
addition, at the annual meeting webMethods stockholders elected Robert Cook,
Robert Vasan and Chase Bailey as directors for three year terms and ratified the
appointment of PricewaterhouseCoopers LLP as webMethods' independent
accountants for the year ending March 31, 2001.
A press release announcing the results of the annual meeting of
stockholders is attached as an exhibit to this report and is incorporated by
reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
webMethods intends to file by amendment the required financial
statements reflecting the aquisition of all of the issued and outstanding
capital stock of Active Software no later than 60 days after the date that this
report on Form 8-K must be filed.
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(b) Pro Forma Financial Information
webMethods intends to file by amendment the required pro forma
financial statements reflecting the acquisition of all of the issued and
outstanding capital stock of Active Software no later than 60 days after the
date that this report on Form 8-K must be filed.
(c) 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.
(incorporated by reference to
Exhibit 2.1 of the Registrant's
Current Report on Form 8-K filed
with the SEC on May 24, 2000)
99.1 Press Release Dated August 16, 2000
99.2 Press Release Dated August 15, 2000
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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: August 23, 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.
(incorporated by reference to
Exhibit 2.1 of the Registrant's
Current Report on Form 8-K filed
with the SEC on May 24, 2000)
99.1 Press Release Dated August 16, 2000
99.2 Press Release Dated August 15, 2000
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