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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 25, 2000
webMethods, Inc.
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(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
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
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(Address of principal executive 22030
offices) -----
(Zip Code)
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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 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 and
Active survived as a wholly owned subsidiary of the Company. Each issued and
outstanding share of Active's common stock, other than shares held by Active
itself or a subsidiary of Active, was converted into the right to receive 0.527
of a share of fully paid and non-assessable shares of webMethods common stock,
par value $0.01 per share. The Merger was treated as a tax-free reorganization
and was accounted for as a pooling-of-interests transaction. One of the
required criteria for pooling-of-interests accounting is that the parties to
the business combination must share mutually in the combined risks and rights
of the transaction. In order to satisfy the risk sharing criteria of
pooling-of-interests accounting, Securities and Exchange Commission Accounting
Release Series 135 provides that the risk sharing will have occurred if no
affiliate of either party to the merger transaction sells or otherwise disposes
of any common stock received in the transaction until such time as financial
results covering at least 30 days of post-merger combined operations have been
published. To satisfy this risk sharing requirement, and thereby allow
affiliates of either party to sell or otherwise dispose of the Company's common
stock acquired in the Merger, the attached press release contains the Company's
second quarter results, which include the results of the combined operations of
the Company and Active for the entire quarter ended September 30, 2000,
including the period from August 15, 2000 (date at close) to September 30,
2000.
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 25, 2000
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INDEX TO EXHIBITS
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 Press Release dated October 25, 2000
* 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
