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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. ___)
ACTIVE SOFTWARE, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
00504E100
(CUSIP Number)
Phillip Merrick
President and CEO
webMethods, Inc.
3930 Pender Drive
Fairfax, Virginia 22030
(703) 352-8501
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Lawrence T. Yanowitch, Esq.
Shaw Pittman
1676 International Drive
McLean, Virginia 22102
(703) 790-7900
May 20, 2000
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
(Page 1 of 8 Pages)
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CUSIP No.00504E100 13D Page 2 of 8 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
webMethods, Inc.
54-1807654
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
<TABLE>
<CAPTION>
<S> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,818,134(1)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,818,134
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 25.5%
14 TYPE OF REPORTING PERSON
CO
---------------
(1) 6,818,134 of the shares of Common Stock and options to purchase Common Stock
are subject to a Stockholders Agreement and Irrevocable Proxy, dated as of May
20, 2000 (the "Stockholders Agreement"), among the Reporting Person, Merger Sub
and certain stockholders of the Issuer (collectively referred to as the
"Stockholders"), pursuant to which, among other things, such Stockholders,
severally and not jointly, have agreed to vote, or cause the record holder to
vote, in person or by proxy, or to the extent written consents are solicited,
execute and deliver written consents with respect to, all of the shares of
Common Stock beneficially owned by such Stockholders in favor of the proposed
merger of Merger Sub with and into the Issuer and certain stockholders granted
to the Reporting Person a proxy to vote such shares in favor of the adoption of
the Merger Agreement. The Reporting Person expressly disclaims beneficial
ownership of any of the shares of Common Stock covered by the Stockholders
Agreement.
<PAGE> 3
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Schedule 13D") relates to the Common
Stock, par value $0.001 per share (the "Common Stock"), of Active Software,
Inc., a Delaware corporation (the "Issuer"). The address of the principal
executive office of the Issuer is 3333 Octavius Drive, Santa Clara, California
95054.
Item 2. Identity and Background.
(a)-(d), (g) This Schedule 13D is filed by webMethods, Inc., a Delaware
corporation (the "Reporting Person"). The address of the principal executive
office of the Reporting Person is 3930 Pender Drive, Fairfax, Virginia 22030.
The Reporting Person is a leading provider of infrastructure software and
services that allow companies to achieve business-to-business integration.
To the best of the Reporting Person's knowledge as of the date hereof,
the name, business address, present principal occupation or employment and
citizenship of each executive officer and director of the Reporting Person, and
the name, principal business and address of any corporation or other
organization in which such employment is conducted is set forth in Schedule I
hereto. The information contained in Schedule I is incorporated herein by
reference.
(e)-(f) During the last five years, neither the Reporting Person nor, to
the knowledge of the Reporting Person, any of the executive officers or
directors of the Reporting Person listed in Schedule I hereto, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person entered into an Agreement and Plan of Merger dated
as of May 20, 2000 (the "Merger Agreement") among the Reporting Person, Wolf
Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of the
Reporting Person ("Merger Sub"), and the Issuer, providing for, among other
things, the merger (the "Merger") of Merger Sub with and into the Issuer with
the Issuer as the surviving corporation. Pursuant to the Merger Agreement, each
outstanding share of Common Stock will be converted into the right to receive
0.527 of a share of common stock, par value $0.01 per share, of the Reporting
Person. The Merger is subject to the approval of the Merger Agreement by the
Issuer's stockholders, the approval of the issuance of additional shares in
connection with the Merger by the Reporting Person's stockholders, the
expiration of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and any other required
regulatory approvals, and the satisfaction or waiver of certain other conditions
as more fully described in the Merger Agreement.
As an inducement for the Reporting Person to enter into the Merger
Agreement and in consideration thereof, the Reporting Person, Merger Sub and
certain stockholders of the Issuer (collectively, the "Stockholders") entered
into a Stockholders Agreement and Irrevocable Proxy
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(the "Stockholders Agreement"), dated as of May 20, 2000, whereby the
Stockholders agreed, severally and not jointly, to vote all of the shares of
Common Stock beneficially owned by them in favor of the adoption of the Merger
Agreement and certain stockholders granted to the Reporting Person a proxy to
vote such shares in favor of the adoption of the Merger Agreement. The
Reporting Person did not pay additional consideration to any Stockholder in
connection with the execution and delivery of the Stockholders Agreement.
References to, and descriptions of, the Merger Agreement and the
Stockholders Agreement as set forth above in this Item 3 are qualified in their
entirety by reference to the copies of the Merger Agreement and the Stockholders
Agreement included as Exhibits 1 and 2, respectively, to this Schedule 13D, and
are incorporated in this Item 3 in their entirety where such references and
descriptions appear.
Item 4. Purpose of the Transaction.
(a)-(j) The information set forth or incorporated by reference in Item 3
is hereby incorporated herein by reference.
Pursuant to the Stockholders Agreement, the Stockholders have agreed,
among other things, to vote all of the shares of Common Stock beneficially owned
by them in favor of the approval and adoption of the Merger Agreement and
certain stockholders granted to the Reporting Person a proxy to vote such
shares in favor of the adoption of the Merger Agreement. The Stockholders
Agreement terminates upon the earlier to occur of the consummation of the
Merger or the termination of the Merger Agreement. The name of each Stockholder
and the number of outstanding shares of Common Stock beneficially owned by each
Stockholder and subject to the Stockholders Agreement are set forth on the
signature pages thereto and are incorporated herein by reference.
Upon consummation of the Merger as contemplated by the Merger Agreement,
(a) Merger Sub will be merged with and into the Issuer, (b) the Board of
Directors of the Issuer will be replaced by the Board of Directors of Merger
Sub, (c) the Certificate of Incorporation of the Issuer will be replaced by a
new Certificate of Incorporation, and (d) the Bylaws of the Issuer will be
replaced by the Bylaws of Merger Sub. In addition, if the Merger is consummated,
the Common Stock of the Issuer will be deregistered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and delisted from the
Nasdaq National Market.
References to, and descriptions of, the Merger Agreement and the
Stockholders Agreement as set forth above in this Item 4 are qualified in their
entirety by reference to the copies of the Merger Agreement and the Stockholders
Agreement included as Exhibits 1 and 2, respectively, to this Schedule 13D, and
are incorporated in this Item 4 in their entirety where such references and
descriptions appear.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The number of shares of Common Stock and options to purchase
Common Stock covered by the Stockholders Agreement is 6,818,134 (representing
approximately 25.5% of the voting power of shares of Common Stock outstanding on
May 16, 2000, as represented by the Issuer in the Merger Agreement).
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By virtue of the Stockholders Agreement, the Reporting Person may be
deemed to share with the Stockholders the power to vote shares of Common Stock
subject to the Stockholders Agreement. However, the Reporting Person (i) is not
entitled to any rights as a stockholder of Issuer as to the shares of Common
Stock covered by the Stockholders Agreement and (ii) expressly disclaims any
beneficial ownership of the shares of Common Stock covered by the Stockholders
Agreement. See the information in Item 2 with respect to the Stockholders and
the information in Items 3 and 4 with respect to the Stockholders Agreement,
which information is incorporated herein by reference.
(c) Other than as set forth in this Item 5(a)-(b), to the best of the
Reporting Person's knowledge as of the date hereof (i) neither the Reporting
Person nor any subsidiary or affiliate of the Reporting Person nor any of the
Reporting Person's executive officers or directors, beneficially owns any shares
of Common Stock, and (ii) there have been no transactions in the shares of
Common Stock effected during the past 60 days by the Reporting Person, nor to
the best of the Reporting Person's knowledge, by any subsidiary or affiliate of
the Reporting Person or any of the Reporting Person's executive officers of
directors.
(d)-(e) Not applicable.
Reference to, and descriptions of, the Merger Agreement and Stockholders
Agreement as set forth in this Item 5 are qualified in their entirety by
reference to the copies of the Merger Agreement and the Stockholders Agreement
included as Exhibits 1 and 2, respectively, to this Schedule 13D, and
incorporated in this Item 5 in their entirety where such references and
descriptions appear.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The information set forth or incorporated by reference in Items 3 through
5 is hereby incorporated herein by reference. Copies of the Merger Agreement and
the Stockholders Agreement are included as Exhibits 1 and 2, respectively, to
this Schedule 13D. To the best of the Reporting Person's knowledge, except as
described in this Schedule 13D, there are at present no other contracts,
arrangements, understandings or relationships among the persons named in Item 2
above, and between any such persons and any person, with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
1. Agreement of Plan and Merger, dated as of May 20, 2000,
among webMethods, Inc., Wolf Acquisition, Inc. and Active
Software, Inc.
2. Stockholders Agreement and Irrevocable Proxy, dated as of
May 20, 2000, among webMethods, Inc., Wolf Acquisition,
Inc. and the several stockholders of Active Software, Inc.
named therein.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WEBMETHODS, INC.
By: /s/ Mary Dridi
---------------------------------
Name: Mary Dridi
Title: Chief Financial Officer &
Treasurer
Dated: May 30, 2000
<PAGE> 7
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF WEBMETHODS, INC.
The following table sets forth the name, business address and present principal
occupation or employment of each director and executive officer of the Reporting
Person. Except as indicated below, each such person is a U.S. citizen, and the
business address of each such person is 3930 Pender Drive, Fairfax, Virginia
22030.
<TABLE>
<CAPTION>
Board of Directors
Name and Title Present Principal Occupation
--------------- ----------------------------
<S> <C>
Phillip Merrick(1) Chairman of the Board, President and
Chief Executive Officer of webMethods
Chase Bailey Private Investor
Robert Cook Executive VP, Pitchfork Development, Inc.;
Managing Director, Royal Wulff Ventures
Dennis Jones Executive VP of Information Technology and
CTO of FedEx Corporation
Michael Levinthal Venture Partner, Mayfield Fund
Jack Lewis Partner, Shaw Pittman
Gene Riechers Managing Director, FBR Technology Venture
Partners L.P.
Robert Vasan Venture Partner, Mayfield Fund
Executive Officers Who Are Not Directors
Name Title and Present Principal Occupation
----- --------------------------------------
Mary Dridi Chief Financial Officer and Treasurer
David Mitchell Chief Operating Officer
Charles Allen Vice President, Product Marketing
</TABLE>
The present principal occupation of each of the named executive officers is the
same as the named position(s) held with webMethods, Inc.
-------------------------------------
(1)Mr. Merrick is a citizen of Australia.
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EXHIBIT INDEX
-------------
Exhibit Description
1. Agreement and Plan of Merger, dated as of May 20, 2000,
among webMethods, Inc., Wolf Acquisition, Inc. and Active
Software, Inc.
2. Stockholders Agreement and Irrevocable Proxy, dated as of
May 20, 2000, among webMethods, Inc., Wolf Acquisition,
Inc. and Active Software, Inc.
