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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 3, 2000
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VIGNETTE CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 000-25375 74-2769415
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
901 South Mopac Expressway, Austin, Texas 78746
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (512) 306-4300
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 3, 2000, Wheels Acquisition Corp. ("Merger Sub"), a wholly-owned
subsidiary of Vignette Corporation ("Vignette"), acquired approximately
20,630,000 shares, or approximately 90.9% of the total number of outstanding
shares, of the common stock of OnDisplay, Inc. ("OnDisplay"). These shares were
validly tendered pursuant to Merger Sub's tender offer (the "Offer") for all of
the outstanding shares of OnDisplay at an exchange ratio of 1.58 shares of
Vignette common stock for each share of OnDisplay common stock. The Offer
previously had expired on Friday, June 30, 2000 at 5:00 p.m. New York time.
On July 5, 2000, the merger of OnDisplay and Merger Sub (the "Merger") was
consummated. Upon the effectiveness of the Merger, OnDisplay became a wholly-
owned subsidiary of Vignette.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The financial statements required by Item 7(a) previously were filed
as part of the Registrant's registration statement on Form S-4, as amended
(Registration No. 333-38478).
(b) The pro forma financial information required by Item 7(b) previously
was filed as part of the Registrant's registration statement on Form S-4, as
amended (Registration No. 333-38478).
(c) The Agreement and Plan of Merger, dated as of May 21, 2000, by and
among the Registrant, Wheels Acquisition Corp. and OnDisplay, Inc. previously
was filed as an annex to the Registrant's registration statement on Form S-4, as
amended (Registration No. 333-38478).
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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.
VIGNETTE CORPORATION
Date: July 18, 2000 By: /s/ Gregory A. Peters
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Gregory A. Peters
Chairman of the Board, President and
Chief Executive Officer
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