<PAGE> 1
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): FEBRUARY 1, 2000
BROADBASE SOFTWARE, INC.
- --------------------------------------------------------------------------------
(Exact name of the registrant as specified in its charter)
DELAWARE
------------------------------------------------------
(State or other jurisdiction of incorporation)
<TABLE>
<S> <C>
000-26789 77-0417081
- ---------------------------- --------------------------
(Commission (IRS Employer
File Number) Identification No.)
</TABLE>
<TABLE>
<S> <C>
172 CONSTITUTION DRIVE, MENLO PARK, CA 94025
- ----------------------------------------------------- --------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
(650) 614-8300
- --------------------------------------------------------------------------------
(The registrant's telephone number)
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS.
On February 1, 2000, Broadbase Software, Inc., a Delaware corporation,
completed its acquisition of Rubric, Inc., a Delaware corporation ("RUBRIC"), a
leading provider of e-marketing software applications. We entered into an
Agreement and Plan of Reorganization with Rubric on December 9, 1999 (the
"MERGER AGREEMENT").
The transaction was accomplished by merging a wholly owned subsidiary of
Broadbase into Rubric. Rubric survived the merger and became a wholly-owned
subsidiary of Broadbase. We intend to account for the transaction as a purchase,
and the merger is intended to qualify as a tax-free reorganization.
In connection with the acquisition, we issued approximately 3.0 million
shares of our common stock in exchange for all outstanding shares of Rubric
capital stock, and converted outstanding options and warrants to acquire Rubric
capital stock into options and warrants to acquire approximately 600,000 shares
of our common stock. Of the shares issued, approximately 300,000 shares of our
common stock are being held in escrow for a period of one year following the
acquisition for the purpose of providing a fund against which we may seek
indemnification from former Rubric stockholders for any breaches of
representations, warranties or covenants under the Merger Agreement. We are
obligated to file a registration statement on Form S-8 with the Securities and
Exchange Commission to register the shares of common stock issuable upon
exercise of the converted Rubric options and warrants.
-2-
<PAGE> 3
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Rubric, Inc. audited balance sheets and related statements of
operations, of stockholders' equity (deficit) and of cash flows
as of December 31, 1998 and 1999 and for the years then ended and
for the period from inception, September 24, 1997, through
December 31, 1997 are incorporated by reference to Broadbase's
Registration Statement on Form S-1 (File No. 333-95125), as
amended.
(b) Pro Forma Financial Information.
(i) Broadbase Software, Inc. unaudited pro forma combined condensed
balance sheet and notes thereto as of December 31, 1999
(incorporated by reference to the Form S-1); and
(ii) Broadbase Software, Inc. unaudited pro forma combined condensed
statement of operations for the year ended December 31, 1999
(incorporated by reference to the Form S-1).
(c) Exhibits.
2.01 Agreement and Plan of Reorganization, dated as of December 9,
1999, among Broadbase, Rubric and a wholly owned subsidiary of
Broadbase (incorporated by reference to Exhibit 2.01 to the Form
S-1).
23.01 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
-3-
<PAGE> 4
SIGNATURE
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.
Date: February 11, 2000 BROADBASE SOFTWARE, INC.
By: /s/ RUSTY THOMAS
-----------------------------
Rusty Thomas
Executive Vice President and
Chief Financial Officer
-4-
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<S> <C>
2.01 Agreement and Plan of Reorganization, dated as of December 9,
1999, among Broadbase, Rubric and a wholly owned subsidiary of
Broadbase (incorporated by reference to Exhibit 2.01 to the Form
S-1).
23.01 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
</TABLE>
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Form 8-K of
Broadbase Software, Inc. of our report dated January 12, 2000 relating to the
financial statements of Rubric, Inc. which appear in the Registration Statement
on Form S-1 (File No. 333-95125), as amended.
/s/ PricewaterhouseCoopers LLP
San Jose, California
February 8, 2000
