<PAGE> 1
Filed by webMethods, Inc.
pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934
Subject Company: Active Software, Inc.
Commission File No. 000-26367
On May 23, 2000, Charles Allen, Vice President of Marketing of webMethods, Inc.,
and Zack Urlocker, Vice President of Marketing of Active Software, Inc.,
participated in an internet radio interview on RadioWallStreet.com. The
following is a transcript of the interview, which is being made available to the
public by RadioWallStreet.com.
RADIOWALLSTREET: INTERVIEW WITH CHARLES ALLEN OF WEBMETHODS AND ZACH URLOCKER OF
ACTIVE SOFTWARE
MODERATOR: STEVEN BUCHSBAUM
MAY 23, 2000
Operator: Welcome to RadioWallStreet.com. This program is subject to the
forward-looking statement located at the bottom of the Web page.
Featured on today's segment is an interview with Charles Allen, Co-Founder and
Vice President of Product Marketing with webMethods (WEBM;
http://www.webmethods.com/), and also Zach Urlocker, Vice President of Marketing
with Active Software (ASWX; http://www.activesw.com/). Conducting the interview
for RadioWallStreet.com is Steven Buchsbaum.
Please go ahead, sir.
Steven Buchsbaum: Well, I want to wish Zach Urlocker and Charles Allen welcome
to RadioWallStreet.com, gentlemen.
Unknown: Thank you.
Unknown: Thank you.
Steven Buchsbaum: How you doing?
A quick note for our sponsors today, (Trend Trader), where trading and
technology come together offering a direct electronic access trading to (SOES),
(ECN) and dot systems. Please click on (Trend Trader) ad now. You'll not lose
your audio. I want to thank (Trend Trader) for today's show.
First of all, gentlemen, congratulations on a $1.3 billion transaction with
webMethods purchasing Active Software. That's quite a shock. I don't think a lot
of people were caught off guard.
Charles Allen: We are absolutely thrilled.
Steven Buchsbaum: Well, is this Charles? I want to make sure I got the voices
(INAUDIBLE).
Charles Allen: Yes, this is Charles.
<PAGE> 2
Steven Buchsbaum: Is this Charles? OK, Charles is Co-Founder/Vice President of
Product Marketing for webMethods. What do you see as the value added of merging
these two companies? What's the value?
Charles Allen: Well really, enterprise application integration and
business-to-business integration are distinctive disciplines. There's different
set of requirements and the place that they have a lot is really a need to
connect into internal systems. We've been working with Active Software over the
past couple of years, actually, and have an integration between the two products
that we began shipping recently with some production customers and you know,
we've been hearing both from the field. The customers want an end-to-end
solution that addresses both domains and this really is providing that seamless
integration.
Steven Buchsbaum: When you say end-to-end solution, talk about, you know, what
you each provide alone and then how you're going to change that once you merge.
Charles Allen: Zach, you want to go ahead?
Zach Urlocker: Sure, yeah. What Active Software has always provided is the focus
on enterprise application integration meaning inside a company and you can think
of what we do as it's the last mile in integrating what's a worldwide bazaar of
marketplaces and exchanges that run 24 - excuse me, 24 by 7 around the world.
And so Active Software came at it offering the enterprise application
integration and webMethods, of course, bringing the B-to-B integration which
they developed.
Charles Allen: Yeah, one of the major differences is that inside the enterprise
you really are focusing on the diversity of the different applications you need
to connect to, whereas in the business-to-business integration world you're
focusing on the diversity of business-to-business frameworks and
business-to-business message sets and also (INAUDIBLE) managing a very complex
community of partners you need to connect to.
Steven Buchsbaum: So, say before this, you know, acquisition, a corporate
customer would have to buy separate products from both? Now when you do this
acquisition, it should run seamless using both products but under one platform?
Zach Urlocker: That's exactly it because today customers are wondering how will
they integrate the integration systems. It's kind of an ironic situation and now
with webMethods there's a single platform that can be offered that does the end
to end inside the enterprise and outside the firewall.
Steven Buchsbaum: OK.
Zach Urlocker: And this really creates - you know, webMethods is now overnight
the largest company in the business integration space with revenues of - a
revenue run rate of over $100 million a year based on analyst expectations, over
350 customers and nearly 600 employees and together there's just an incredible
blue chip install base of customers where we've got customers working together
with the technologies and that's really important. Something that Charles
mentioned is the products work together today already and are in production at,
you know, customers like Federal Express, Juniper Networks and others.
Steven Buchsbaum: It's almost like the customers almost demanded this
acquisition indirectly. I mean, you know, you guys woke up and say, hey, we got
a, you know, good thing here and maybe we're stronger, you know, one plus one
equals, you know, three.
Zach Urlocker: Yeah, I think that's exactly the case. We certainly at Active
Software heard from many of our customers that they wanted to have end-to-end
integration with B-to-B integration.
Steven Buchsbaum: How big is the industry? I think, you know, we've seen a lot
of turmoil in the stocks, you know, B-to-B and they've gone up very high, Zach,
and then they've gone down low again. How real
<PAGE> 3
is the business-to-business? Maybe you could, you know, enlighten our listeners
because I think there's a lot of confusion exactly what B-to-B is?
Zach Urlocker: Well, certainly there's a lot of estimates out there from the
likes of Forrester (FORR; http://www.forrester.com/) and Gartner (IT;
http://www.gartner.com/) that put the market at, you know, many billions of
dollars. One that we think is most interesting is IBC issued a report and
expects that the combined market of EAI, enterprise application integration, and
business-to-business integration is going to be $11.6 billion by the year 2003.
And the important thing in their study is they saw the convergence of these
markets because many of the same issues that customers are dealing with whether
it's inside the enterprise or integrating with their trading partners is really
the same kinds of issues.
Steven Buchsbaum: Now, what would be a typical customer that would use these
products? You said FedEx. Is it the dot-coms, is it Internet companies, who's
actually using these products right now?
Charles Allen: Well, from the webMethods side we're selling both to companies
like Dell, Eastman Chemical, Granger, you know, large corporates, global 2000s
that need to integrate internal systems as well as do direct integration with
their top tier customers and suppliers and then we're also selling to folks like
(Ventros), ChemConnect, (ChemMatch), you know, the e-steels of the world and you
know, on the Active Side, the Active Software side, they're working with (ASDs)
who are knitting applications together in more of a, you know, hub or
marketplace like model.
Steven Buchsbaum: And who's going to compete with the combined entity? Is it a
fragmented market now and you guys would be the dominant player?
Charles Allen: Well, it's interesting. I do want to make a qualifying statement
about business-to-business integration. All enterprise application integration
vendors have been moving to a story of, you know, business-to-business
integration story but business-to-business integration really is a different
discipline. You could certainly take (XML) and slap it on top of an application
server or an enterprise application integration platform and achieve some
measure of business-to-business integration and begin making claims about
business-to-business integration. But when you look at the discipline, the need
to support many different frameworks like (RosettaNet),like (BizTalk), like
(cXML), and there's a lot of others with (RK) names, you have to look at this as
a different set of requirements and a different set of skillsets. So it, you
know - long term business-to-business integration is about a) the speed with
which you can connect and b) how big you can scale your trading community.
Zach Urlocker: There's really so much pressure on businesses today whether it's
in the global 2000 or these new net - you know trading partner networks and
exchanges that everybody's trying to figure out a way to deliver goods and
services to markets faster, to have more consistent communications with their
customers and basically run their business at a very rapid speed. You know the
Internet has changed everybody's expectations and that's really what together
we're able to provide customers. By having this common infrastructure, it
enables companies to speed up their business. For example, Juniper Networks
where webMethods and Active Software worked together, we enabled them to get
their e-commerce Web site up live in half the time and we've enabled them to
reduce the time it takes from fulfilling complex orders with what's known as
available to (promise), we took that time down from three business days to under
one minute.
Steven Buchsbaum: Wow.
Zach Urlocker: It gives them a tremendous responsiveness to their customers.
Steven Buchsbaum: So I guess this is a 24 hour economy now? I mean ...
Zach Urlocker: It (INAUDIBLE) is.
<PAGE> 4
Steven Buchsbaum: ... (INAUDIBLE) real time, it doesn't stop?
Charles Allen: Yeah, ...
Steven Buchsbaum: What about globally ...
Charles Allen: ... I think that's exactly it.
Steven Buchsbaum: ... are you guys more positioned - in terms of global, are you
guys selling products outside the United States in this - will this, put it this
way, give you a stronger competitive entry into the global markets?
Zach Urlocker: Yeah, I think Active Software has been a little bit ahead in
Europe and made some tremendous inroads into Japan selling what through (NTT)
Software but the most important thing is the combination. Together, now, I think
we have seven or eight offices in Europe and you know literally dozens of
offices around the world.
Steven Buchsbaum: What about the cultural? It seems like this was a good fit
because you guys already collaborate on like, I think, six products, I think
something like that?
Charles Allen: (INAUDIBLE) is, you know, for us is really the most critical
aspect of, you know, this merging of interest in this acquisition and we have
just been struck time and again by how perfectly suited the webMethods and the
Active Software cultures are for each other. And really, you know, it's the
(INAUDIBLE) to the core. It is a shared vision of how the technologies work
together and how this marketplace is evolving.
Steven Buchsbaum: Because, you know, that's always the thing that derails
mergers, you know?
Unknown: You're absolutely right.
Steven Buchsbaum: (INAUDIBLE) classes of cultures. If you've got that, you guys
got a pretty good chance. I mean I even see on the phone here you two get along.
You think like you guys have one company for years. You know a lot of times
you'll get people on the phone and even on the phone you're getting different
visions exactly what the future is. You guys already seem so linked it's
unbelievable.
Zach Urlocker: Yeah, I think we can finish each others sentences at this point.
(LAUGHTER)
Steven Buchsbaum: What could go wrong? I mean could the slowdown in the economy,
could Greenspan by raising rates slow down the B-to-B and this enterprise, you
know, integration application or is this something that business must have
irrespective of the economic cycle?
Zach Urlocker: I think it becomes a competitive requirement for the global 2000
and this new breed of exchanges. Now, we can't predict who's going to win, you
know, these battles. Is it going to be the large manufacturing companies, the
distribution companies or new wave of exchanges but the reality is they're all
buying software infrastructure to make it happen. So you know, we're selling the
pick axes and shovels that are fueling this revolution and you know, there was a
study earlier this year and it showed that 75 percent of the CIOs and IT
directors had budgeted for integration infrastructure software. So there's just
a tremendous demand for this.
Steven Buchsbaum: So what would be the next step? I guess when will the merger
be complete?
Charles Allen: We expect near the end of August.
<PAGE> 5
Steven Buchsbaum: And, well, I have to ask you this question as some people were
surprised that Active Software, you know, Zach, sold out at such a low price
given that the stock had traded almost to 150. How are the employees feeling? Do
they feel that in the long run that this merger will make them, you know, even
wealthier than they would have by themselves with their own stock price?
Zach Urlocker: You know we had a great team meeting yesterday with Charles Allen
and Phillip Merrick the CEO and many other executives from webMethods getting
together as well as all of the Bay Area employees of webMethods and it was just
a unanimous, tremendous positive response because together this makes the
company number one. And it's really not about well is it - is it - do we have to
give up our name or our logo or other things, people want to win in this company
and the vision is something that we have all - you know the vision is what's in
alignment from the very beginning and so I think naturally our employees are
very excited about it. And you know, the stock market we live in today is
obviously a very volatile situation but we're in this for the long term and I
think that's what every employee understands.
Steven Buchsbaum: Anything to add there, Charles?
Charles Allen: Well, I can say, you know, we - this is not a case of East
meeting West. I mentioned in the beginning that we have a strong West Coast
presence which we consider a second headquarters already. And you know, from the
cultural side, we are incredibly fortunate that we have, you know, close to 50
people out here that really will very rapidly be able to integrate with the
Active Software employee base. And so it really is, I mean, as Zach mentioned,
we were all together yesterday and the energy in the room was just stunning.
Steven Buchsbaum: Well, I want to thank both Zach and Charles for coming on and
talking about this merger with webMethods buying Active Vision. Best of luck,
gentlemen. Thanks for coming on RadioWallStreet.com and telling your story.
Looks like a good one.
Charles Allen: Thank a lot.
Zach Urlocker: Thank you.
Steven Buchsbaum: Thanks a lot. This is Steven Buchsbaum. You've been listening
to RadioWallStreet.com and make sure you check out our community sites. Just
click on in and you come right in, listen to our - you know you've got questions
for the hosts, please send them in. You want to interact with your fellow
investors, you don't have to go through this bear market alone become part of
our community. This is Steven Buchsbaum, thank you for listening to
RadioWallStreet.com.
Operator: This concludes the program. A replay will be available approximately
one hour from now.
On behalf of RadioWallStreet.com we would like to thank all of you for logging
on today.
END
FORWARD-LOOKING STATEMENTS
The statements contained or incorporated by reference in this transcript
regarding future financial performance and results and other statements that are
not historical may constitute forward-looking statements with the meaning of the
Private Securities Litigation Reform Act of 1995, as amended. These
forward-looking statements are based on the current expectations and beliefs of
managements of webMethods and Active Software and are subject to a number of
factors and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. In particular, the
following factors, among others, could cause actual results to differ materially
from those described in the forward-looking statements: failure of the
transaction to close due to the failure to obtain regulatory or other approvals;
failure of the webMethods or Active Software stockholders to approve the
transaction; the
<PAGE> 6
risk that the webMethods and Active Software businesses will not be integrated
successfully and unanticipated costs of such integration; failure of the
combined company to retain and hire key executives, technical personnel and
other employees; failure of the combined company to manage its growth and the
difficulty of successfully managing a larger, more geographically dispersed
organization; failure of the combined company to successfully manage its
changing relationships with customers, suppliers and strategic customers;
failure of the combined company's customers to accept the new product offerings.
For a detailed discussion of these and other cautionary statements, please refer
to each company's respective filings with the Securities and Exchange
Commission, including, where applicable, their most recent filings on Form 10-K
and 10-Q, webMethods' Registration Statement on Form S-1, as amended, and the
joint proxy statement/prospectus to be filed by both companies as described
below. webMethods' and Active Software's filings with the SEC are available to
the public from commercial document-retrieval services and at the Web site
maintained by the SEC at http://www.sec.gov.
When used in this transcript, the words "anticipate," "believe,"
"estimate," "expect," "predict," "project," and similar expressions are
generally intended to identify forward-looking statements. Such forward-looking
statements and our results are subject to numerous risks, uncertainties, and
assumptions that could cause actual results to differ materially from those
expressed by such forward-looking statements.
GENERAL CONDITIONS
The company information contained herein has been provided by Investor
Broadcast Network, Inc. d/b/a RadioWallStreet ("RadioWallStreet") as an
information service only and has not been independently verified by
RadioWallStreet.
The company information contained herein is subject to change without
notice, and neither the company nor RadioWallStreet assume any responsibility to
update the information in this or any future broadcast. The company and/or its
employees, officers, affiliates, or members of their families may have long or
short positions in any of the securities discussed in this or other broadcasts
(and/or options or warrants relating thereto) and may purchase or sell these
securities, options, or warrants from time to time in the open market or
otherwise.
Neither the company, RadioWallStreet, nor any of their respective
employees, officers, affiliates, or moderators assumes any responsibility for,
and does not guarantee, the accuracy, currency, completeness, or usefulness of
company information contained herein.
IT IS UNDERSTOOD THAT ANY INFORMATION, COMMENTARY, RECOMMENDATIONS,
ADVICE, INVESTMENT IDEAS, OR MATERIAL PROVIDED IN ONLINE CONFERENCE OR TELECAST
BY AN EMPLOYEE OR MODERATOR, ARE NOT THE VIEWS OF, OR ATTRIBUTABLE TO
RADIOWALLSTREET, AND THAT ANY AND ALL INDIVIDUALS PROVIDING SUCH INFORMATION ARE
NOT EMPLOYEES, AGENTS, OR REPRESENTATIVES OF RADIOWALLSTREET.
USE OF THIS TRANSCRIPT IS ALSO SUBJECT TO ALL OF THE TERMS AND
CONDITIONS GENERALLY APPLICABLE TO USE OF THE RADIOWALLSTREET WEB SITE. A COPY
OF SUCH TERMS AND CONDITIONS MAY BE OBTAINED BY ACCESSING THE RADIOWALLSTREET
WEB SITE AT WWW.VCALL.COM.
Where You Can Find Additional Information
<PAGE> 7
Investors and security holders of both webMethods and Active Software are
advised to read the joint proxy statement/prospectus regarding the business
combination transaction referenced in the foregoing information, when it becomes
available, because it will contain important information. webMethods and Active
Software expect to mail a joint proxy statement/prospectus about the transaction
to their respective stockholders. Such joint proxy statement/prospectus will be
filed with the Securities and Exchange Commission by both companies. Investors
and security holders may obtain a free copy of the joint proxy
statement/prospectus (when available) and other documents filed by the companies
at the Securities and Exchange Commission's web site at http://www.sec.gov. The
joint proxy statement/prospectus and such other documents may also be obtained
from webMethods or Active Software by directing such requests to the respective
addresses listed above.
webMethods and its officers and directors may be deemed to be participants in
the solicitation of proxies from webMethods' stockholders with respect to the
transactions contemplated by the agreement. Information regarding such officers
and directors is included in webMethods' Registration Statement on Form S-1, as
amended, filed with the Securities and Exchange Commission. This document is
available free of charge at the Securities and Exchange Commission's Web site at
http://www.sec.gov and from webMethods.
Active Software and its officers and directors may be deemed to be participants
in the solicitation of proxies from stockholders of Active Software with respect
to the transactions contemplated by the agreement. Information regarding such
officers and directors is included in Active Software's Annual Report on Form
10-K for the fiscal year ended December 31, 1999 and in its proxy statement for
its 2000 annual meeting, filed with the Securities and Exchange Commission. This
document is available free of charge at the Securities and Exchange Commission's
Web site at http://www.sec.gov and from Active Software.
<PAGE> 8
Filed by webMethods, Inc.
pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934
Subject Company: Active Software, Inc.
Commission File No. 000-26367
The following is the textual rendition of a slide presentation about the
proposed merger announced by webMethods, Inc. and Active Software, Inc. first
made to a group of market analysts on May 30, 2000 by Phillip Merrick, President
and Chief Executive Officer of webMethods, Inc, Mary Dridi, Chief Financial
Officer of webMethods, Inc. and R. James Green, Chief Executive Officer and
Chairman of the Board of Active Software, Inc. See below to find out where you
can find additional information.
SLIDE PRESENTATION
SLIDE 1
[WebMethods logo]
ACQUIRES ACTIVE SOFTWARE TO CREATE THE LEADER IN BUSINESS MANAGEMENT
MAY 2000
SLIDE 2
PHILLIP MERRICK
CHAIRMAN OF THE BOARD, PRESIDENT AND CEO
SLIDE 3
DEFINING BUSINESS INTEGRATION
- Changes the landscape of e-business infrastructure:
- Single infrastructure uniting internal business processes with
trading partner integration across the network
- First complete solution for end-to-end business integration for
Global 2000 companies and B2B trading exchanges
- Creates a business integration powerhouse:
<PAGE> 9
- 350+ customers worldwide
- Revenue run-rate in excess of $100M/year
- Approx. 600 employees; strong global presence
- Tremendous set of partnerships among SIs, application vendors, B2B
e-commerce companies, ASPs
- Largest pure-play business integration vendor
- Product sets are already integrated
SLIDE 4
WEBMETHODS/ACTIVE SYNERGIES
- Products already work together
- Tremendous cross-selling opportunities within customers and partners
- Both companies strong in Telcom, Financial Services and High Tech
- Management strengths are complementary
- Achieves desired stronger West Coast presence for webMethods
SLIDE 5
COMPANY OVERVIEW
<TABLE>
<CAPTION>
webMethods Active Software
---------- ---------------
<S> <C> <C>
Founded June 1996 September 1995
Product Focus B2Bi EAI
Industry Focus Telco, Financial Services, Telco, Financial Services,
High Tech, Chemical High Tech, Gov't/Educ.
# of Employees 310+ 260+
Quota Bearing Reps 25 30
# of Customers 170+ ~200
</TABLE>
<PAGE> 10
<TABLE>
<S> <C> <C>
3/31/00 Q/E Revenue $10.4 million $13.6 million
Key Partners SAP, KPMG, EDS, HP, AMS, CSC, Corios,
Deloitte, Ariba, i2, E&Y, EDS, NTT Soft,
Commerce One Arista Soft
Headquarters Fairfax, VA Santa Clara, CA
International Europe, (UK, Germany, Europe (UK, Germany,
Netherlands) Netherlands, France)
</TABLE>
<PAGE> 11
SLIDE 6
COMBINED COMPANY OVERVIEW
<TABLE>
<CAPTION>
webMethods
----------
<S> <C>
Founded June 1996
Product Focus Business Integration
Industry Focus Telco, Financial Services, High Tech
Chemical, Gov't/ Educ.
# of Employees ~600
Quota Bearing Reps 55
# of Customers ~350
3/31/00 Q/E Revenue $24.0 million
Key Partners SAP, KPMG, EDS, Deloitte, Ariba, i2,
Commerce One, HP, AMS, CSC, E&Y,
& others
Headquarters Fairfax, VA, with a strong California
Presence
International Europe, (UK, Germany, Netherlands,
France)
Direct and indirect APAC expansion
Underway
</TABLE>
SLIDE 7
THE PROBLEM
- Heterogeneous computing environments
- Many applications, operating systems, and protocols
- Information sharing is difficult
<PAGE> 12
[Graphic on left: Icon representing "Your company" with 7 arrows pointing out
from it to icons representing, clockwise from top: Buyer using Legacy Systems,
Buyer using SAP R/3, Buyer using Data base, B2B Marketplace, Web-enabled
Supplier, Supplier using Gentran, Supplier using Baan Apps - with arrows
pointing back to firewalls between outer icons and "Your Company" icon]
SLIDE 8
THE PROBLEM
- Heterogeneous computing environments
- Many applications, operating systems, and protocols
- Information sharing is difficult
- Inability to leverage ERP and legacy investments
[Graphic on left: Icon representing "Your company" with 7 arrows pointing out
from it to icons representing, clockwise from top: Buyer using Legacy Systems,
Buyer using SAP R/3, Buyer using Data base, B2B Marketplace, Web-enabled
Supplier, Supplier using Gentran, Supplier using Baan Apps - with arrows
pointing back to firewalls between outer icons and "Your Company" icon]
SLIDE 9
THE PROBLEM
- Heterogeneous computing environments
- Many applications, operating systems, and protocols
- Information sharing is difficult
- Inability to leverage ERP and legacy investments
- External integration
- Between buyers, suppliers, B2B marketplaces
<PAGE> 13
[Graphic on left: Icon representing "Your company" with 7 arrows pointing out
from it to icons representing, clockwise from top: Buyer using Legacy Systems,
Buyer using SAP R/3, Buyer using Data base, B2B Marketplace, Web-enabled
Supplier, Supplier using Gentran, Supplier using Baan Apps - with arrows
pointing back to firewall between outer icons and "Your Company" icon]
SLIDE 10
THE PROBLEM
- Heterogeneous computing environments
- Many applications, operating systems, and protocols
- Information sharing is difficult
- Inability to leverage ERP and legacy investments
- External integration
- Between buyers, suppliers, B2B marketplaces
- Internal integration
- Front-office/back-office
[Graphic on left: Icon representing "Your company" with 7 arrows pointing out
from it to icons representing, clockwise from top: buyer using Legacy Systems,
Buyer using SAP R/3, Buyer using Data base, B2B Marketplace, Web-enabled
Supplier, Supplier using Gentran, Supplier using Baan Apps - with arrows
pointing back to bricks between outer icons and "Your Company" icon]
SLIDE 11
CUSTOMERS ARE FRUSTRATED
"If I asked my people once, I asked 1,000 times: Why can't I get both internal
and external integration solutions from one vendor. And each time the answer
was: because nobody has both."
Dennis Jones, CIO, Federal Express
<PAGE> 14
SLIDE 12
BUSINESS INTEGRATION OPPORTUNITY(1)
"Combined, these markets EAI and B2Bi will grow from $2.2 billion in 1998 to
$11.6 billion in 2003." - Upside Magazine
[Graphic on left: Ellipse with B2Bi on it in center, surrounded by circles
linked together, with the following on each, clockwise from the top: eCommerce
Software #13.1 Bn, Internet Procurement Applications $5.4 Bn, CRM(2) $16.8 Bn,
Supply Chain Management Applications $22.9 Bn, ERP(2) $66.6 Bn, EDI $2.3 Bn]
Footnotes:
(1) Projected 2003 estimates according to IDC.
(2) Projected 2003 estimates according to AMR.
SLIDE 13
REQUIREMENTS FOR END-TO-END BUSINESS INTEGRATION
- Application Integration/Dynamic Adapters
- Reliable and Secure Transport
- Scalability to Large Number of Partners
- Data Mapping
- Ease of Implementation
- Real-Time Exchange
- Flexibility
- Not Limited to Specific Enterprise Applications
SLIDE 14
THE WEBMETHODS SOLUTION...
- webMethods B2B
- Integration between enterprises
<PAGE> 15
- webMethods B2B for Portals
- Integration platform for B2B marketplaces
- webMethods B2B for Partners
- Rapid integration for trading partners
[Graphic on left: Icon representing "Your company" with 7 arrows pointing out
from it to icons representing, clockwise from top: Buyer using Legacy Systems,
Buyer using SAP R/3, Buyer using Data base, B2B Marketplace, Web-enabled
Supplier, Supplier using Gentran, Supplier using Baan Apps - with arrows
pointing back from outer icons to the "Your Company" icon. Arrows pointing to
and from the "Your Company" icon now pass through the firewalls that had
separated them in the earlier slides.]
SLIDE 15
...COMBINED WITH ACTIVE'S SOLUTION...
[Graphic in center: showing person on computer linked to web server, Netscape,
which is linked to graphic of Product Configurator, Seletica (with logo), which
is linked to Active's logo, which is linked to each of the following: graphic
showing Clarify logo and internet support, graphic showing QAD logo and symbols
representing Financial System, and graphic of gears representing Mainframe
Inventory System]
SLIDE 16
... CREATES THE FIRST COMPLETE BUSINESS INTEGRATION SOLUTION
[Graphic:
The graphic is divided into two dark rectangular plains. The space on
the left side of the graphic is labeled Internal Business Processes; the space
on the right is labeled Trading Network. In the center of the space depicting
Internal Business Processes, on the plane labeled TCP/IP Network, is the
webMethods cog representing webMethods Business Integration Solutions. Emanating
from the cog are seven lit paths with arrows pointing toward and away from the
central cog. Six of the paths have graphics on them labeled as follows from top
right to bottom left: Legacy/Mainframe Systems; Packaged Front Office and Back
Office Systems; Any ERP System; E-Commerce Systems; Relational Database Systems;
Custom Applications; and Other.
<PAGE> 16
The seventh path crosses over to the space labeled Trading Network, where it
breaks into seven distinct paths on the plane labeled Internet. Each of the
seven paths has a graphic at its end labeled as follows running clockwise from
top left to bottom left: Supplier Using Legacy Mainframe; Buyer Using Any ERP
System; Supplier Using EDI; B2B Marketplace; Buyer Using ODBC Database;
Application Service Provider, Supplier with XML website. Arrows point both
toward these graphics and away from the graphics back toward the center cog in
the Internal Business Processes space.]
SLIDE 17
COMPETITIVE LANDSCAPE
[Graphic: shaded rectangle lined on the left by an upwards arrow titled:
Customer Size and Complexity, lined on the bottom with an arrow titled: Internal
Only Integration. Bottom arrow concludes at point with text: Complete Business
Integration. Shaded, internal area of rectangle contains the logos of:
webMethods at the maximum point for customer size and complexity and complete
business integration; Tibco, high on the customer size axis but with internal
only integration; Vitria Technology, Inc., lower on the customer size axis but
further along toward complete business integration; Bluestone Software, low on
the customer size axis and having internal only integration; OnDisplay, about
midway down the customer size axis and midway between internal only integration
and complete business integration; and Extricity Software, slightly lower on the
customer size axis and further along toward complete business integration than
Online]
SLIDE 18
WEBMETHODS AND ACTIVE'S JOINT CUSTOMERS
[logos of the following companies: Federal Express, Juniper Networks, Hewlett
Packard, GE Medical Systems, orderzone.com, Avnet, Citibank and Dresdner
Kleinwort Benson]
<PAGE> 17
SLIDE 19
ANALYST VALIDATION
- "This deal represents the integration of two vendors that have solid
positions in the two sides of the application integration market...
Gartner believes this business combination will result in a company large
enough to claim achievement of the critical mass required to support B2B
initiatives of any size." - Gartner, May 22, 2000.
- "This purchase fuses together internal and external infrastructure for
e-business... Now webMethods can offer all that in one stop." - AMR
Research, May 22, 2000.
- "This acquisition brings together two infrastructure leaders whose
software solutions fully address the integration requirements of Global
2000 companies and industry trading exchanges, both within the enterprise
and across business-to-business (b-to-b) trading networks." - Current
Analysis, May 23, 2000
SLIDE 20
WEBMETHODS BLUE CHIP CUSTOMERS...
<TABLE>
<CAPTION>
High Technology Manufacturing Financial Services Application Vendors
----------------------------- ------------------ -------------------
<S> <C> <C>
Hewlett Parkard logo Citibank logo Oracle logo
Dell logo Dresdner Kleinwort PSDI logo
Apple logo Benson logo Sterling Commerce logo
Synnex logo Visa logo SAP logo
National Semiconductor logo First Union logo
NEC Systems, Inc. logo Dun & Bradstreet
Hitachi logo logo
Cisco Systems logo Security First logo
Compaq logo Euler logo
3Com logo
Juniper Networks logo
Lexmark logo
Siemens logo
MicroAge logo
</TABLE>
<PAGE> 18
SLIDE 21
WEBMETHODS BLUE CHIP CUSTOMERS...
<TABLE>
<CAPTION>
Chemicals Telcom Shipping and Logisitics
--------- ------ -----------------------
<S> <C> <C>
Eastman logo AT&T logo Federal Express logo
Geon logo Bell Atlantic logo DHL logo
OxyChem logo Lucent Technologies
S logo logo
FMC Worldwide logo Ericsson logo Industrial
Ashland logo Cable & Wireless logo ----------
Telstra logo GE logo
Orbital Sciences logo
Grainger logo
</TABLE>
SLIDE 22
... AND MARKETPLACES
[logos of each of the following: VerticalNet, mySAP.com, Concur Technologies,
ChemConnect, Commerce One, Grainger.com, e-steel, Ariba, Ventro, Channelpoint,
retail.com, buzzsaw.com, SupplyWorks, TPN Marketplace, MRO.com, Staples.com,
sameday.com]
SLIDE 23
LEADING SOLUTIONS FOR ROSETTANET
[logos of each of the following: SAP, Avnet, Hewlett Packard, MicorAge, NEC,
Marshall, firstsource.com, Compaq, CompUSA, Synnex, VEBA Electronics, Juniper
Networks]
<PAGE> 19
SLIDE 24
ACTIVE SOFTWARE'S CUSTOMERS...
<TABLE>
<CAPTION>
High Technology Manufacturing Financial Services Telcom
----------------------------- ------------------ ------
<S> <C> <C>
Hewlett Packard logo Citibank logo Teligent logo
Motorola logo Dresdner Kleinwort MediaOne logo
Redback Networks logo Benson logo Arcor logo
VeriFone logo Warburg Dillon Read logo Lucent
Intuit logo Wells Fargo logo Technologies
Corio logo ABN-AMRO logo logo
Intraware logo Fidelity Investments logo Telecel logo
Cisco Systems logo Prudential logo Level (3) logo
Sun Microsystems logo KBC logo RCN logo
Cadence logo SecureTrade logo Telenordia logo
Juniper Networks logo Daiwa logo Bouygues logo
Adobe logo Chase logo SBC logo
AserA logo ADP logo
Agilent logo
</TABLE>
SLIDE 25
ACTIVE SOFTWARE'S CUSTOMERS
<TABLE>
<CAPTION>
Retail/eCommerce Government Shipping/Industrial
---------------- ---------- -------------------
<S> <C> <C>
Interworld logo National Security Boeing logo
Time logo Agency logo Trane logo
Homepoint logo Department of Federal Express logo
VitaminShoppe logo Defense logo C.H. Robinson Worldwide logo
Perotsystems logo State of California orderzone.com logo
OutPurchase.com logo San Diego County GE logo
Longs Drugs logo logo Avnet Marshall logo
OKI logo Lockheed Martin logo
TrailWorks.com logo Toronto logo Energy/Utilities
----------------
EDS logo NIMA logo
Starbucks Coffee logo U.S. Department of American Electric Power logo
</TABLE>
<PAGE> 20
<TABLE>
<S> <C> <C>
GoTo.com logo Transportation logo Cinergy logo
Herman Miller logo Virgina Community Union Gas logo
College System logo Williams logo
Intergraph logo Idaho Power logo
</TABLE>
SLIDE 26
THE POWER OF RELATIONSHIPS
[graphic on left of SAP and Ariba logos]
SLIDE 27
THE POWER OF RELATIONSHIPS
[Graphic on left of SAP logo with arrows pointing out to the logos of each of
the following companies, from top to bottom: Siemens, mySAP.com, Hewlett
Packard, Grainger, FMC, Geon, Ashland, Philips, Compaq]
[Graphic on left of Ariba logo with arrows pointing out to the logos of each of
the following companies, from top to bottom: Dell, Premier, Federal Express,
VerticalNet]
SLIDE 28
VIRAL SELLING MODEL
[Graphic on left of SAP logo with arrows pointing out to the logos of each of
the following companies, from top to bottom: Siemens, mySAP.com, Hewlett
Packard, Grainger, FMC, Geon, Ashland, Philips, Compaq]
[Graphic on left of Ariba logo with arrows pointing out to the logos of each of
the following companies, from top to bottom: Dell, Premier, Federal Express,
VerticalNet]
[Graphic on right of arrow leading out of mySAP.com logo (from graphic on left)
pointing to logo of Corporate Express]
<PAGE> 21
[Graphic on right of arrow leading out of Grainger logo (from graphic on left)
pointing to logo of MRO.com]
[Graphic on right of arrow leading out of Geon logo (from graphic on left)
pointing to logo of OxyChem]
[Graphic on right of arrow leading out of Dell logo (from graphic on left)
pointing to logo of Eastman Chemical Company]
[Graphic on right of arrow leading out of Premier logo (from graphic on left)
pointing to logo of Alliant]
[Graphic on right of arrow leading out of VerticalNet logo (from graphic on
left) pointing to logo of e-steel.com with branching arrow pointing to logo of
buzzsaw.com]
SLIDE 29
...VIRAL SELLING MODE
[Graphic on left of SAP logo with arrows pointing out to the logos of each of
the following companies, from top to bottom: Siemens, mySAP.com, Hewlett
Packard, Grainger, FMC, Geon, Ashland, Philips, Compaq]
[Graphic on left of Ariba logo with arrows pointing out to the logos of each of
the following companies, from top to bottom: Dell, Premier, Federal Express,
VerticalNet]
[Graphic in center of arrow leading out of mySAP.com logo (from graphic on left)
pointing to logo of Corporate Express]
[Graphic on right of arrow leading out of Hewlett Packard logo (from graphic on
left) pointing to logo of PC ServiceSource]
[Graphic in center of arrow leading out of Grainger logo (from graphic on left)
pointing to logo of MRO.com]
<PAGE> 22
[Graphic on right of arrow leading out of MRO.com logo (from center graphic)
pointing to logo of cmgi]
[Graphic in center of arrow leading out of Geon logo (from graphic on left)
pointing to logo of OxyChem]
[Graphic in center of arrow leading out of Dell logo (from graphic on left)
pointing to logo of Eastman Chemical Company]
[Graphic on right of arrow leading out of Eastman Chemical Company logo (from
center graphic) pointing to ChemConnect logo with branching arrow pointing to
Ventro logo]
[Graphic in center of arrow leading out of Premier logo (from graphic on left)
pointing to logo of Alliant]
[Graphic in center of arrow leading out of VerticalNet logo (from graphic on
left) pointing to logo of e-steel.com with branching arrow pointing to logo of
buzzsaw.com]
SLIDE 30
GLOBAL MULTI-CHANNEL DISTRIBUTION STRATEGY
- Combined direct sales force of 55
- Strong relationships with key resellers, systems integrators and
international distributors
- Joint marketing agreements with customers and partners
- OEM agreements with enterprise application partners
<PAGE> 23
SLIDE 31
LEADING PARTNERSHIPS
[Graphic of shaded circle on right, containing the logos of SAP, i2, KPMG,
Microsoft, EDS, Andersen Consulting, Oracle, Dell, Ariba, Deloitte & Touche,
CommerceOne, SeraNova and Lante, overlapping a circle on the left, containing
the logos of AMS, CSC, Ernst & Young, Siemens, Siebel, Corio, AserA, Hewlett
Packard, and Sun Microsystems. KPMG, EDS, Oracle and Deloitte & Touche are in
the overlapping areas.]
SLIDE 32
GLOBAL DISTRIBUTION CAPABILITIES
[Graphic of map of the world with areas shaded and/or marked to represent:
Current webMethods Directs Sales Offices, Current Active Offices, Projected
Direct Sales Offices, Current Indirect Sales Coverage and Projected Indirect
Sales Coverage]
SLIDE 33
5 POINT GROWTH STRATEGY
[Graphic showing the following text in individual shaded rectangles on the left:
1. Leverage Customers and Partners as Distribution Channels and capitalize
on cross-selling opportunities
2. Extend Technology and Product Leadership
3. Leverage Professional Services Capabilities
4. Expand Global Sales Efforts
5. Recurring Revenue Model
Arrow from each of the above rectangles pointing to one shaded circle on the
right containing the text: Rapid Predictable Revenue Growth]
<PAGE> 24
SLIDE 34
WORLD CLASS MANAGEMENT TEAM
<TABLE>
<CAPTION>
Name Title Company
-------------- ----------------- --------------------
<S> <C> <C>
Phillip Merrick Chairman, President and CEO webMethods
Jim Green CTO, EVP Product Dev. Active Software
Mary Dridi Chief Financial Officer webMethods
David Mitchell Chief Operating Officer webMethods
John Dempsey VP Professional Services Active Software
Caren DeWitt VP Marketing webMethods
Charles Allen VP Industry Solutions webMethods
Craig Chapman VP Business Development webMethods
Zack Urlocker VP Product Marketing Active Software
Chris Halligan VP North American Sales webMethods
Roy Murphy GM Europe Active Software
Tom Erickson GM Asia Pacific webMethods
</TABLE>
SLIDE 35
JIM GREEN
CHAIRMAN OF THE BOARD, PRESIDENT AND CEO
ACTIVE SOFTWARE
CTO, EVP PRODUCT DEV. AND BOARD MEMBER
WEBMETHODS
SLIDE 36
ACTIVE SOFTWARE OVERVIEW
[Graphic of shaded box containing the following text:
Active Software turns any business into an eBusiness, operating faster,
leaner and more responsively to customers by dynamically integrating
enterprise application in real time]
<PAGE> 25
SLIDE 37
PRODUCT SYNERGIES
<TABLE>
<CAPTION>
Active's Strengths webMethods' Strengths
------------------ ---------------------
<S> <C>
- Inside the Firewall - Outside the Firewall
- High Performance - XML and B2Bi Leadership
- Pkg'd App Interactions - Internet Security and Transport
- Mainframe Interactions - Standards Compliance
- Transactional Support - RosettaNet and other B2B
- Business Process Modeling/ Standards
Automation
- Wide Range of Adapters
</TABLE>
SLIDE 38
ACTIVEWORKS PRODUCTS OVERVIEW
[Graphic of Active logo linked by connection lines to shaded outline boxes with
figures representing, clockwise from the top: RDBS, Mainframes, Custom
Applications (including text of Java, Cobol, C/C++), Middleware (including text
of CORBA, MQ Series, ActiveX Com), Internet (including text of B2B, e-commerce)
and Packaged Applications (including text of Back Office, Front Office, Customer
Service)]
SLIDE 39
INTEGRATED EAI + B2Bi
KEY DIFFERENTIATORS
- Broadest B2B protocol support
- Leader in B2Bi,EAI, RosettaNet and XML
- End-to-end (B2B-to-ERP-to-Mainframe) with full transactional capabilities
<PAGE> 26
- Broadest scope of adapters
- Key Global 2000 customers
- Strong distribution partnerships
- Powerful viral model
- Dramatic customer benefits and rapid ROI
SLIDE 40
[Graphic on left of SAP logo with arrows pointing out to the logos of each of
the following companies, from top to bottom: Siemens, mySAP.com, Hewlett
Packard, Grainger, FMC, Geon, Ashland, Philips, Compaq]
[Graphic on left of Ariba logo with arrows pointing out to the logos of each of
the following companies, from top to bottom: Dell, Premier, Federal Express,
VerticalNet]
[Graphic in center of arrow leading out of mySAP.com logo (from graphic on left)
pointing to logo of Corporate Express]
[Graphic on right of arrow leading out of Hewlett Packard logo (from graphic on
left) pointing to logo of PC ServiceSource]
[Graphic in center of arrow leading out of Grainger logo (from graphic on left)
pointing to logo of MRO.com]
[Graphic on right of arrow leading out of MRO.com logo (from center graphic)
pointing to logo of cmgi]
[Graphic in center of arrow leading out of Geon logo (from graphic on left)
pointing to logo of OxyChem]
[Graphic in center of arrow leading out of Dell logo (from graphic on left)
pointing to logo of Eastman Chemical Company]
[Graphic on right of arrow leading out of Eastman Chemical Company logo (from
center graphic) pointing to ChemConnect logo with branching arrow pointing to
Ventro logo]
<PAGE> 27
[Graphic in center of arrow leading out of Premier logo (from graphic on left)
pointing to logo of Alliant]
SLIDE 41
JUNIPER NETWORKS JOINT CUSTOMER CASE STUDY
[logo of Juniper Networks in upper right side under title of slide]
- Business challenge
- Need to configure and sell over Internet
- Integrate outsourced B2B manufacturer
- Time to market is critical
- Business impact
- Customer, part, order info synchronized across applications in 90
days
- End-to-end enterprise, B2B integration
- eCommerce live in half projected time
- Reduced IT costs by 2% of revenues
"Congrats on the acquisition of Active Software - now we have the best of both
worlds! As a customer, I am very pleased to see this." - Juniper Networks, May
22, 2000
SLIDE 42
MARY DRIDI
CHIEF FINANCIAL OFFICER
SLIDE 43
DEAL TERMS
- Structure: Tax free exchange of stock expected to be accounted for as a
pooling of interests
- Exchange Ratio: 0.527 WEBM shares for each Active shares
<PAGE> 28
- Shares to be issued: 13.6 million plus 2.2 million in options
- Active Ownership: 28% on a fully diluted basis
- Other deal terms:
- Voting agreements signed
- No Solicitation of alternative proposals; fiduciary out
- Break-up fees
- Strategic Agreement
SLIDE 44
INTEGRATION PLANS
- Senior Management Structure Already Defined
- Preliminary Integration Planning has begun
- Benefit analysis
- Facilities discussions
- Sales force interviews completed
- Senior Management Experience in acquisitions integration
- Acquisition integration firm has been selected
SLIDE 45
COMBINED TOTAL REVENUE GROWTH
[Graph showing combined growth of webMethods and Active Software as follows:
- Dec-98, 4.3 million
- Mar-99, 5.8 million
- Jun-99, 8.1 million
- Sep-99, 11.0 million
- Dec-99, 17.3 million
- Mar-00, 24.0 million
Numbers representing millions run up left side of graph in increments of five
million. Dates run along bottom of graph in increments of three months
representing end of each fiscal quarter. Rise of revenue growth represented in
graph by one column per quarter end date. Each column is divided into dark gray
to represent webMethods totals and light gray to represent Active Software
totals,
<PAGE> 29
to show both individual and combined totals. Arrow outlines growth on graph and
shows text: 41% Quarterly Growth]
SLIDE 46
COMBINED HEADCOUNT
[Graph representing combined headcount of webMethods and Active Software as
follows:
- June 99 - 209
- Sept 99 - 295
- Dec 99 - 360
- Mar 00 - 496
Numbers representing employees run up left side of graph in increments of 100.
Dates run along bottom of graph in increments of three months. Headcount growth
is shown in graph by one column per date. Each column is divided into dark gray
to represent webMethods' headcount and light gray to represent Active Software's
headcount, to show both individual and combined headcount totals. Text at top of
graph: Almost 600 employees today]
SLIDE 47
PRO FORMA BALANCE SHEET
<TABLE>
<CAPTION>
$ millions March 31, 2000
--------------
<S> <C>
Cash & Marketable
Securities $234.1
Current Ratio 5.9
DSO - Gross 60
Total Assets $271.2
Deferred revenue $22.2
Total Debt $1.6
</TABLE>
<PAGE> 30
<TABLE>
<S> <C>
Equity $269.7
</TABLE>
SLIDE 48
HIGHY PREDICTABLE REVENUE MODEL
[Graphic of each of the following text items in rectangles with alternating
shades of dark gray and light gray making up one rectangular box:
- Next two year renewable licenses
- Two year license renewal
- Maintenance and support fees
- Professional Services
- Recurring quarterly license fees]
SLIDE 49
HIGHLY PREDICTABLE REVENUE MODEL
[Graphic: Text below placed in gray shaded box with percentage amounts outside
of the box to the left in an unshaded area with lines indicating to which text
they correspond:
25% - New two year renewable licenses
--------------------------------------------------------------------------------
15% - Two year license renewals
10% - Maintenance and support fees
75%{ 25% - Professional Services
25% - Recurring quarterly license fees
lines in graphic show the 75% amount on the far left encompassing the last four
percentage amounts to its right]
<PAGE> 31
SLIDE 50
TARGET BUSINESS MODEL
<TABLE>
<CAPTION>
% OF REVENUE TARGET
--------------------------------------------------------------------------------
<S> <C>
Gross Margin 85%
Sales & Marketing 40%
Research & Development 18%
General Administrative 9%
--------------------------------------------------------------------------------
OPERATING MARGIN 16-18%
</TABLE>
SLIDE 51
FIRST WEEK RESULTS...
- All major customers and partners contacted
- Met with enthusiastic response
- CEOs met with teams in Santa Clara, Fairfax, Seattle and Europe
- Both staffs extremely positive
- At least ten joint sales calls
- Sales teams engaging on regional basis
- Several major deals closed
- on schedule, or ahead of schedule as result of acquisition
- Both companies moved to top of short list in several competitive deals
- no report of negative impact
--------------------------------------------------------------------------------
<PAGE> 32
This slide presentation contains forward-looking statements within the meaning
of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of
1995. Such statements are based on the current expectations and beliefs of
managements of webMethods and Active Software and are subject to a number of
factors and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. In particular, the
following factors, among others, could cause actual results to differ materially
from those described in the forward-looking statements: failure of the
transaction to close due to the failure to obtain regulatory or other approvals;
failure of the webMethods or Active Software stockholders to approve the
transaction; the risk that the webMethods and Active Software businesses will
not be integrated successfully and unanticipated costs of such integration;
failure of the combined company to retain and hire key executives, technical
personnel and other employees; failure of the combined company to manage its
growth and the difficulty of successfully managing a larger, more geographically
dispersed organization; failure of the combined company to successfully manage
its changing relationships with customers, suppliers and strategic customers;
failure of the combined company's customers to accept the new product offerings.
For a detailed discussion of these and other cautionary statements, please refer
to each company's respective filings with the Securities and Exchange
Commission, including, where applicable, their most recent filings on Form 10-K
and 10-Q, webMethods' Registration Statement on Form S-1, as amended, and the
joint proxy statement/prospectus to be filed by both companies as described
below. webMethods' and Active Software's filings with the SEC are available to
the public from commercial document-retrieval services and at the Web site
maintained by the SEC at http://www.sec.gov.
Where You Can Find Additional Information
Investors and security holders of both webMethods and Active Software are
advised to read the joint proxy statement/prospectus regarding the business
combination transaction referenced in the foregoing information, when it becomes
available, because it will contain important information. webMethods and Active
Software expect to mail a joint proxy statement/prospectus about the transaction
to their respective stockholders. Such joint proxy statement/prospectus will be
filed with the Securities and Exchange Commission by both companies. Investors
and security holders may obtain a free copy of the joint proxy
statement/prospectus (when available) and other documents filed by the companies
at the Securities and Exchange Commission's web site at http://www.sec.gov. The
joint proxy statement/prospectus and such other documents may also be obtained
from webMethods or Active Software by directing such requests to the respective
addresses listed above.
webMethods and its officers and directors may be deemed to be participants in
the solicitation of proxies from webMethods' stockholders with respect to the
transactions contemplated by the agreement. Information regarding such officers
and directors is included in webMethods' Registration Statement on Form S-1, as
amended, filed with the Securities and Exchange Commission. This document is
available free of charge at the Securities and Exchange Commission's Web site at
http://www.sec.gov and from the webMethods contact listed above.
<PAGE> 33
Active Software and its officers and directors may be deemed to be participants
in the solicitation of proxies from stockholders of Active Software with respect
to the transactions contemplated by the agreement. Information regarding such
officers and directors is included in Active Software's Annual Report on Form
10-K for the fiscal year ended December 31, 1999 and in its proxy statement for
its 2000 annual meeting, filed with the Securities and Exchange Commission. This
document is available free of charge at the Securities and Exchange Commission's
Web site at http://www.sec.gov and from the Active Software contact listed
above.
