<PAGE> 1
TYPE: 425
SEQUENCE: 1
DESCRIPTION: FORM 425
Filed By Broadbase Software, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933
And deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Servicesoft, Inc.
Registration Statement File Number Unknown
Servicesoft, Inc. Has No Exchange Act
or Investment Company File Number
BROADBASE SOFTWARE, INC.
SLIDE PRESENTATION REGARDING PROPOSED ACQUISITION OF SERVICESOFT, INC.
Note: each of the slides has a Broadbase Software, Inc. logo in the upper left
corner, and the word "BROADBASE" in the lower right corner.
SLIDE 1
BROADBASE
[Graphic: Line of photographs representing telephone operator, buildings,
individuals seated around laptop, computer screen shot, and individuals talking,
super-imposed over a world map.]
SLIDE 2
Safe Harbor Statement
Please be reminded that any remarks that may be made about future expectations,
plans, or prospects for the companies in this presentation or in the press
release announcing the merger constitute forward-looking statements for the
purpose of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Each company's actual results and the results of the merged
company post-closing may differ materially from those indicated by these
forward-looking statements as a result of various important factors including
those discussed in any filings that the companies have made with the SEC.
<PAGE> 2
SLIDE 3
Broadbase Software
The Leading Provider of
Intelligent Customer Interaction Software
- Products: E-Marketing
E-Service
E-Commerce
E-Procurement
E-Marketplace
- 275+ Customers
- NASDAQ-BBSW
Boston - NY - DC - Atlanta - Chicago - Detroit - Dallas - Minneapolis - SF
LA - Seattle - Denver - Toronto - Frankfurt - Tokyo - London
Amsterdam - Stockholm - Paris
[Graphic: Three arrows that form a circle, containing the text "MARKET", "SELL"
and "SERVICE", respectively, appear beside the text.]
SLIDE 4
Merger Summary
- Structure: Tax free Purchase, Stock-for-Stock Merger
<PAGE> 3
- Ownership: Broadbase (63.5%) - ServiceSoft (36.5%)
- Management: Chuck Bay - CEO
Rusty Thomas - CFO
Massood Zarrabian - eServices Div. President
- Board Composition: 5 Broadbase, 2 ServiceSoft
- Conditions: Shareholder approvals and regulatory
- Target Closing: Q4 2000
- Company Name: Broadbase
SLIDE 5
Merger Highlights
- Creates the leading provider of intelligent customer interaction software...
with most comprehensive suite of applications.
- Extends technology leadership... through addition of "Best of Breed" product
platform. Significant business model synergies... accelerate revenue growth and
visibility with highly complementary blue chip customers.
- Provides additional leverage... with key strategic partners.
- World-class, proven management team... strengthens execution capability.
SLIDE 6
Complementary Business
<TABLE>
<CAPTION>
[Broadbase Software, Inc. Logo] [Servicesoft Technologies Logo]
<S> <C>
- Leading provider of customer centric - Leading provider of intelligent eService
analytic solutions. solutions
- Integrated eService applications...
- Comprehensive eCRM software suite... Knowledge-based self-service, e-mail mgmt,
eMarketing and eAnalytics. text chat, outbound email, and live
collaboration.
- 250+ customers... ADP, HP BEA Systems, - 180+ customers... Akamai, Cisco, Eddie
Cisco, Fidelity, Mercata, United, and Xerox. Bauer, GTE, and Nortel.
- Partnerships... Ariba, ART Technology, BEA - Partnerships... BT, EDS, IBM, KPMG, Nortel,
Systems, Broadvision, HP, and Nortel. and Siebel.
</TABLE>
<PAGE> 4
[Graphics: "Broadbase Software, Inc." logo appears over left column,
"Servicesoft Technologies" logo appears over right column.]
SLIDE 7
Software Infrastructure
[Graphic: Four circles on the left side of the slide surround the words
"Traditional Infrastructure". The four circles contain the text "Customer
Support", "SFA", "Financial" and "ERP", respectively. In the circle with the
word, "Customer Support", the following names and logos of companies appear:
"SIEBEL", "vantive", and "Clarify". In the circle with the word, "SFA", the
following names and logos of companies appear: "PIVOTAL", "LOGIX" and "SIEBEL".
In the circle with the word, "Financial", the following names and logos of
companies appear: "ORACLE", "PEOPLESoft" and "Hyperion". In the circle with the
word, "ERP", the following names and logos of companies appear: "SAP",
"PEOPLESoft" and "ORACLE".
Four circles on the right side of the slide surround the words "E-Commerce
Infrastructure". The four circles contain the text "E-Commerce", "E-Marketing",
"E-Service" and "E-Analytics", respectively. In the circle with the word,
"E-Commerce", the following names and logos of companies appear: "atg",
"BroadVision", and "bea". In the circle with the word, "E-Marketing", the
following names and logos of companies appear: "BROADBASE Software, Inc.". In
the circle with the word, "E-Service", the following names and logos of
companies appear: "Kana", and "eGain". In the circle with the word, "ERP", the
following names and logos of companies appear: "BROADBASE Software, Inc.".]
SLIDE 8
Unmatched Product Offering
[Graphic: table conveying the following:
Relevant Attributes in the Customer Interaction Market
<TABLE>
<CAPTION>
Knowledge-
Based Real Time Inbound Live Call
E-Marketing E-Analytics E-Services Solutions Personalization E-mail Interaction Search Center
----------- ----------- ---------- --------- --------------- ------ ----------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Broadbase x x z z x z z z z
Servicesoft z z x x z x x x z
Pro Forma Broadbase x x x x x x x x z
Clarify/Nortel z z y z z x x x x
E.Piphany (Octane) x x z yz x x x x xy
Kana (Silknet) z z z yz z x x x y
Siebel x z y yz z x x x x
x Strong
y Moderate
z Limited]
</TABLE>
<PAGE> 5
SLIDE 9
Intelligent Customer Interactions
Integrate ...
Analyze ...
[Graphic: On the left side of the slide, the words "Web Data", "Call Center
Data", "ERP Data" and "Financial Data" appear in a shaded region that forms an
arrow leading to a circle with the word "Broadbase" in the center. From the
circle, four arrows point to a column with the heading "Business Functions". The
arrows lead to boxes in that column containing the words, "E-Commerce", "Sales",
"Marketing" and "Customer Service".]
SLIDE 10
Intelligent Customer Interactions
Integrate ...
Analyze ...
Interact
[Graphic: A column entitled "Business Functions" and boxes in that column
containing the words, "E-Commerce", "Sales", "Marketing" and "Customer Service"
appear on the right and a shaded arrow leads back to a circle with the word
"Broadbase" in the center. From the circle, there are four arrows that lead to
the left of the slide to the words "Web", "Email", "Direct Mail", "Voice" and
"Wireless", together with graphical representations of the words, and one arrow
that leads to the bottom of the slide to the names and logos of the following
companies: "bea", "atg" and "BroadVision".]
SLIDE 11
Broadbase eCRM Suite
[Graphics: table with three columns as follows--
In the first of three columns, the following text appears:
"Broadbase E-Marketing
E-Marketing Automation
- Campaign Mgmt
- Automated Execution
- Real-Time Content
Marketing Analytics
- Customer Segmentation
<PAGE> 6
- Cross / Up sell
- List Generation"
In the second of three columns, the following text appears:
"Broadbase E-Service
E-Service Automation
- AI based self help
- Email Mgmt
- Chat, Collaboration
- Service Portal
- Call Center Integration
E-Service Analytics
- Service Efficiency
- Customer Routing
- Proactive Campaigns"
In the third of three columns, the following graphics and text appear:
The names and logos of "bea", "ARIBA", "BroadVision" and "atg" are arranged
below the column title "Broadbase E-Commerce". The word "Adapters" appears in
the box below and is surrounded by arrows pointing to the boxes above and below.
The following text appears below the word "Adapters":
"E-Commerce Analytics
- Sales & Traffic
- E-Procurement
- E-Marketplace"
Below the three columns is a box with the following text:
"Broadbase - Intelligent Customer Interaction Platform
- Real-Time Engine
- Workflow Automation
- Data Mining & Analytics
- Data Extraction & Integration"]
SLIDE 12
BroadVision OEM
[Graphics: table with three columns as follows--
<PAGE> 7
In the first of three columns, the following text appears:
"Broadbase E-Marketing
E-Marketing Automation
- Campaign Mgmt
- Automated Execution
- Real-Time Content
Marketing Analytics
- Customer Segmentation
- Cross / Up sell
- List Generation"
In the second of three columns, the following graphics and text appear:
The names and logos of "Kana", "Clarify" and "eGain" are arranged below the
column title "Broadbase E-Service". The word "Adapters" appears in the box below
and is surrounded by arrows pointing to the boxes above and below. The following
text appears below the word "Adapters":
"E-Service Analytics
- Service Efficiency
- Customer Routing
- Proactive Campaigns"
In the third of three columns, the following graphics and text appear:
The names and logos of "bea", "ARIBA", "BroadVision" and "atg" are arranged
below the column title "Broadbase E-Commerce". The word "Adapters" appears in
the box below and is surrounded by arrows pointing to the boxes above and below.
The following text appears below the word "Adapters" [on gray shaded
background]:
"E-Commerce Analytics [on gray shaded background]
- Sales & Traffic [on gray shaded background]
- E-Procurement
- E-Marketplace"
Below the three columns is a box with the following text:
"Broadbase - Intelligent Customer Interaction Platform
- Real-Time Engine
- Workflow Automation
- Data Mining & Analytics
- Data Extraction & Integration"]
<PAGE> 8
SLIDE 13
WAP Strategy
- Ericsson joint development for WAP Platform ... for cellular service providers
- Deliver targeted ads ... based on profile, location, and context information
- Broadbase analytics ... for customer segmentation and profiling
- Broadbase Real-Time ... to deliver product & content recommendations
- Q4 availability
[Graphic: "ERICSSON" logo appears at bottom left corner of slide.]
SLIDE 14
275+ Customers
[Graphic: a table appears containing the logos of the following companies and
showing the following:
B2B MarketPlaces: BizBuyer.com; fairmarket; NECX Direct LLC; ONVIA.com
Communications: BT; NEXTEL; Lucent Technologies; NTT Communications;
Telocity
Financial Services: Fidelity Investments, ditech.com; loancity.com; Plymouth
Rock Auto Insurance; iNSWEB; Fleet; ADP
High Technology: AMD, inktomi; Cisco Systems; HEWLETT PACKARD; Akamai; XEROX;
Nortel Networks
Mfg. / Consumer: verizon; GTE; ANDERSEN WINDOWS; Canon; Oakley; Kodak; HONDA;
nike
Retail: EddieBauer; MERCATA; !ndigo.ca; THE SHARPER IMAGE; Cabela's;
Kmart; ASHFORD.COM; eBags
Service Industries: UNITED; studentadvantage.com; Getronics; Reynolds &
Reynolds; CriticalPath]
SLIDE 15
Strategic Partnerships
[Graphics: The following company names and logos appear: "EDS", "bea", "HEWLETT
PACKARD", "BroadVision", "ERICSSON", "BT", "atg", "ARIBA", "Clarify",
"Microsoft", "Genesys", "Andersen Consulting", "IBM", "SIEBEL", "Cambridge
Technology Partners", "KPMG", "USi", "NORTEL NETWORKS"]
SLIDE 16
Competitive Landscape
<PAGE> 9
[Graphics: Graph divided into four quadrants with axes from bottom left to top
left and bottom left to bottom right of the slide. The left margin axis is
labeled "Business Value" and the bottom axis is labeled Application
Functionality. At the bottom of the left margin axis and to the left, the word
"Tools" appears, and at the top of the left margin axis, the word "Applications"
appears.
In the upper left quadrant of the graph, the words "Marketing And Services
Automation" appear in an oval. In the lower left quadrant of the graph, the
words "Real-Time Personalization" appear in one oval and the words "Traffic
Analysis Tools" appear in another oval below the first. In the upper right
quadrant of the graph, the word "BROADBASE" appears. In the lower right quadrant
of the graph, the words "Business Intelligence Tools" appear.]
SLIDE 17
We Have The Talent
<TABLE>
<CAPTION>
Executive Experience Background
--------- ---------- ----------
<S> <C> <C>
Chuck Bay 15 Years Pure Atria, Spatial Technology, & NeXT
CEO
Fabio Angelillis 16 Years Cadence Design Systems, Teradyn, & Hewlett-Packard
EVP Engineering
Tom Doyle 24 Years Reasoning and Tandem
EVP Sales
Brian Kelly 10 Years PeopleSoft, Intrepid, & Teradata
EVP Products
Chris Maeda 10 Years Rubric & Xerox Parc
CTO
David Milam 19 Years Cadence Design Systems & Structural Dynamics Research
EVP Marketing
Rusty Thomas 15 Years KPMG & Rubbermaid
CFO
Massood Zarrabian 24 Years Servicesoft and Computervision
eServices Div. President
</TABLE>
SLIDE 18
Quarterly Revenue Growth
(Dollars in millions)
[Graphic: Bar graph with left axis divided into increments of $1.5 from "$0.0"
to "$10.5" and bottom axis divided into fiscal quarters from "Q-4'98" through
"Q-2'00". Dollar amounts represented by bars start at less than $1.5 million in
"Q-4'98" and end at almost $10.5 million in "Q-2'00", with incremental increases
in each fiscal quarter appearing on the graph.]
SLIDE 19
<PAGE> 10
Average Order Size
[Graphic: Bar graph with left axis divided into increments of $100,000 from
"$100,000" to "400,000" and bottom axis divided into fiscal quarters from
"Q-4'98" through "Q-2'00". Dollar amounts represented by bars start at less than
$150,000 in "Q-4'98" and finish at $400,000 in "Q-2'00", with incremental
increases in each fiscal quarter appearing in the graph.]
SLIDE 20
Things to Watch For
- Metrics- Increased penetration among existing customers
- Revenue mix between license and services
- Increase in average sales price
- Growth in footprint / customer base
- Relationships / Customers-New customer wins
- Aligning with additional service integrators, both domestic and abroad
- Rollout of new products with existing customers
SLIDE 21
Summary Highlights
- Creates the leading provider of intelligent customer interaction software...
with most comprehensive suite of applications.
- Extends technology leadership... through addition of "Best of Breed" product
platform.
- Significant business model synergies... accelerate revenue growth and
visibility with highly complementary blue chip customer base.
- Provides additional leverage... with key strategic partners.
- World-class, proven management team... strengthens execution capability.
SLIDE 22
BROADBASE
[Graphic: Line of photographs representing telephone operator, buildings,
individuals seated around laptop, computer screen shot, and individuals talking,
super-imposed over a world map.]
SLIDE 23
Forward Looking Statement Disclosure
<PAGE> 11
This presentation includes forward-looking statements, including those that
describe the anticipated results of combining the product lines and businesses
of Broadbase and Servicesoft. Those statements are subject to significant risks
and uncertainties and actual results could differ materially from those
indicated in the forward-looking statements. The expected benefits of the
proposed combination may not be realized for a number of reasons including the
following. The merger may not be approved by the stockholders of Broadbase and
the other conditions of closing may not be satisfied. The announcement of the
merger may disrupt the companies' normal sales cycles because their sales forces
may be distracted by the pending business combination or because customers may
delay new orders until the merger is closed and the sales forces and product
lines are combined. The combined product lines may not be as broad as those of
some of the competitors of Broadbase and Servicesoft, and the merger could cause
Broadbase's business partners and potential competitors to acquire other product
lines that would compete directly with the combined company. Moreover, Broadbase
may not be able to rapidly integrate the operations of Servicesoft, retain the
key employees of Servicesoft or effectively manage those employees, who are
located near Boston, Massachusetts, while Broadbase is headquartered in Menlo
Park, California. In order to attain the desired levels of market penetration of
Servicesoft's products, Broadbase may be required to broaden the platforms on
which they operate from Windows/NT to Unix and other platforms. In addition, the
combined company may not achieve the increase in revenues that it expects or the
optimal mix between license and service revenues that it targets to achieve its
profitability goals.
SLIDE 24
To find additional information
STOCKHOLDERS OF BOTH COMPANIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
REGARDING THE BUSINESS COMBINATION TRANSACTION DESCRIBED ABOVE, WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. This proxy
statement/prospectus will be filed with the Securities and Exchange Commission
by Broadbase Software, Inc. Stockholders may obtain a free copy of the proxy
statement/prospectus (when available) and other documents filed by Broadbase at
the Securities and Exchange Commission's web site at http://www.sec.gov. The
proxy statement/prospectus and such other documents may also be obtained from
Broadbase by directing such requests to Richard Howell, Director Public
Relations, Broadbase Software, Inc., (650) 614-8385.
Broadbase and its officers and directors may be deemed to be participants in the
solicitation of proxies from Broadbase's stockholders with respect to the
transactions contemplated by the merger agreement. Information regarding such
officers and directors will be included in the proxy statement/prospectus for
its special meeting of stockholders and in Broadbase's registration statement on
Form S-4 to be filed with the Securities and Exchange Commission. This document
will be available free of charge at the Securities and Exchange Commission's Web
site at http://www.sec.gov and from the Broadbase contact listed above.
