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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Broadbase Software, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
11130R 10 0
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(CUSIP Number)
John J. Egan, III, P.C. David A. Michaels, Esq.
David J. Powers, Esq. Fenwick & West, LLP
McDermott, Will & Emery 2 Palo Alto Square
28 State Street Palo Alto, California 94306
Boston, Massachusetts 02109 (617) 494-0600
(617) 535-4000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 18, 2000
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(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 11130R 10 0 13D Page 2 of 10 Pages
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1 Names of Reporting Persons
Servicesoft, Inc.
I.R.S. Identification Nos. of above persons (entities only)
52-1522481
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds
OO
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5 Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
State of Delaware
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7 Sole Voting Power
Number of
Shares 0
Beneficially ------------------------------------------------------------
Owned by 8 Shared Voting Power
Each
Reporting 10,016,957 (Pursuant to the Broadbase Voting Agreement
Person and Irrevocable Proxy dated September 18, 2000 and
With: incorporated by reference to Exhibit 99.2 to this
Schedule 13D)
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
0
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CUSIP No. 11130R 10 0 13D Page 3 of 10 Pages
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,016,957
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented by Amount in Row (11)
19.82% of the Issuer's currently outstanding stock.
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14 Type of Reporting Person (See Instructions)
CO
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Neither the filing of this statement on Schedule 13D nor any of its contents
shall be deemed to constitute an admission by Servicesoft, Inc. that it is the
beneficial owner of any of the shares of Issuer Common Stock (as defined below)
referred to herein for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or for any other purpose, and such
beneficial ownership is expressly disclaimed.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $.001 par value
per share ("Issuer Common Stock"), of Broadbase Software, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 172 Constitute Drive, Menlo Park, California 94025.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is Servicesoft, Inc., a
Delaware corporation ("Servicesoft").
(b) The address of the principal office and principal place of business of
Servicesoft is Two Apple Hill Drive, Natick, MA 01760.
(c) The principal business of Servicesoft is the development, marketing
and delivery of sophisticated software products and professional services that
help both traditional and
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CUSIP No. 11130R 10 0 13D Page 4 of 10 Pages
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internet businesses provide superior Internet-based service, or e-service, to
their customers, employees and business partners.
Set forth in SCHEDULE I is the (a) name, (b) residence or business address, (c)
present principal occupation or employment, and (d) name, principal business and
address of any corporation or other organization in which such employment is
conducted of each of Servicesoft's directors and executive officers, and other
persons who may be considered "controlling persons" of Servicesoft as of the
date hereof. Except as otherwise indicated, each such person listed on SCHEDULE
I is a citizen of the United States.
(d) During the past five years, neither Servicesoft nor, to Servicesoft's
knowledge, any person named in SCHEDULE I to this Schedule 13D, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, neither Servicesoft nor, to Servicesoft's
knowledge, any person named in SCHEDULE I to this Schedule 13D, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person 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.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to an Agreement and Plan of Merger dated as of September 18, 2000
(the "Merger Agreement") among the Issuer, Soldier Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of the Issuer ("Newco"), and
Servicesoft, and subject to the conditions set forth therein (including approval
by stockholders of Servicesoft and the Issuer and state and federal regulatory
approvals), Newco will be merged with and into Servicesoft (the "Merger"). At
the effective time of the Merger (the "Effective Time"), Servicesoft shall
become a wholly-owned subsidiary of the Issuer, all of the outstanding capital
stock of Servicesoft will be converted into shares of Issuer Common Stock, and
the Issuer will assume all outstanding options and warrants to purchase shares
of Servicesoft capital stock. The description of the Merger and the Merger
Agreement contained in this Schedule 13D is qualified in its entirety by
reference to the copy of the Merger Agreement included in EXHIBIT 99.1 to this
Schedule 13D and incorporated herein by reference.
This statement on Schedule 13D relates to a voting agreement between
Servicesoft and certain affiliates of the Issuer (collectively the "Broadbase
Voting Agreement Stockholders"), pursuant to which the Broadbase Voting
Agreement Stockholders have agreed to vote, and granted an irrevocable proxy to
Servicesoft, to vote, their shares of Issuer Common Stock with respect to
certain matters in connection with the Merger as described in Item 4 below.
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CUSIP No. 11130R 10 0 13D Page 5 of 10 Pages
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ITEM 4. PURPOSE OF TRANSACTION
As an inducement to Servicesoft to enter into the Merger Agreement, each of
the Broadbase Voting Agreement Stockholders entered into a Broadbase Voting
Agreement and Irrevocable Proxy dated as of September 18, 2000 (collectively,
the "Broadbase Voting Agreements") with Servicesoft. Concurrently with the
execution of the Broadbase Voting Agreements, each of the Broadbase Voting
Agreement Stockholders delivered to Servicesoft an irrevocable proxy appointing
the Board of Directors of Servicesoft as its lawful attorney and proxy to vote
all of the 10,016,957 shares of Issuer Common Stock then owned or thereafter
acquired (including by exercise of options or otherwise) by such Broadbase
Voting Agreement Stockholder:
(i) in favor of the Merger, the execution and delivery by the Issuer of
the Merger Agreement and the adoption and approval of the terms hereof,
including the issuance of shares of Issuer Common Stock pursuant to the Merger,
and in favor of the other actions contemplated by the Merger Agreement and any
action required in furtherance thereof and of the Broadbase Voting Agreement;
(ii) in favor of an amendment to the Issuer's Certificate of Incorporation
to increase the authorized number of Issuer Common Stock in order to permit the
issuance of shares of Issuer common stock in connection with the Merger.
(iii) against approval of any proposal made in opposition to or competition
with the issuance of shares of Issuer Common Stock pursuant to the Merger
Agreement, including without limitation, any acquisition of the Issuer.
The Broadbase Voting Agreement terminates upon the earlier of the Effective
Time or the termination of the Merger Agreement. The (a) name, (b) residence or
business address, (c) present principal occupation or employment, and (d),
principal business and address of any corporation or other organization in which
such employment is conducted of each Broadbase Voting Agreement Stockholder is
set forth in SCHEDULE II hereto, which is hereby incorporated herein by
reference. Servicesoft did not pay any additional consideration to any Broadbase
Voting Agreement Stockholder in connection with the execution and delivery of
the Broadbase Voting Agreements.
The foregoing summary of the Broadbase Voting Agreements is qualified in
its entirety by reference to the copy of the form of the Broadbase Stock Voting
Agreement included as EXHIBIT 99.2 of this Schedule 13D and incorporated herein
by reference.
(a)-(b) As described in Item 3 above, pursuant to the Merger Agreement,
Newco will merge with and into Servicesoft, in a statutory merger pursuant to
the Delaware General Corporation Law. At the Effective Time, the separate
existence of Newco will cease to exist, Servicesoft will continue as the
surviving corporation, all of the outstanding capital stock of Servicesoft will
be converted into shares of Issuer Common Stock, and the Issuer will assume all
of the outstanding options and warrants to purchase shares of Servicesoft
capital stock. The Merger Agreement contains customary representations and
warranties on the part of Servicesoft, the Issuer and Newco, and the
consummation of the Merger is subject to customary closing conditions,
including, without limitation, approval by the stockholders of Servicesoft and
the Issuer. The Merger Agreement also contains covenants regarding the
activities of the parties pending consummation of the Merger. In certain
circumstances, upon a termination of the Merger Agreement, a cash termination
fee is required to be paid.
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CUSIP No. 11130R 10 0 13D Page 6 of 10 Pages
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(c) Not applicable.
(d) On or prior to the Effective Time, Massood Zarrabian and Robert E.
Davoli shall become directors of the Issuer.
(e)-(j) Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As described in Item 4 above, Servicesoft is a party to the
Broadbase Voting Agreements pursuant to which the Broadbase Voting Stockholders,
holders of 10,016,957 shares of Issuer Common Stock (representing approximately
19.82% of the outstanding shares of Issuer Common Stock as of September 18,
2000), have agreed to vote their shares with respect to certain matters in
connection with the Merger Agreement. The Board of Directors of Servicesoft
holds an irrevocable proxy with respect to all of the shares beneficially owned
by the Broadbase Voting Agreement Stockholders. Servicesoft has the power to
vote all of such shares for the limited purposes described above in connection
with the Broadbase Voting Agreements. Servicesoft does not have the power to
dispose or to direct the disposition of any shares of Issuer Common Stock
pursuant to the Broadbase Voting Agreements. Servicesoft expressly disclaims
beneficial ownership of the Issuer Common Stock held by the Broadbase Voting
Agreement Stockholders, and nothing herein shall be deemed an admission by
Servicesoft as to the beneficial ownership of such Issuer Common Stock.
To Servicesoft's knowledge, no shares of Issuer Common Stock are
beneficially owned by any of the persons named in SCHEDULE I.
(c) Neither Servicesoft nor, to Servicesoft's knowledge, any person named
in SCHEDULE I has effected any transaction in the Issuer Common Stock during
the past 60 days.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Other than as described herein, to Servicesoft's knowledge, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with
respect to any securities of the Issuer, including, but not limited to, transfer
or voting of any of such securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
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CUSIP No. 11130R 10 0 13D Page 7 of 10 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99.1 Agreement and Plan of Merger dated as of September 18, 2000, by and
among Broadbase Software, Inc., Soldier Acquisition Corp. and Servicesoft,
Inc. (filed herewith)
99.2 Form of Broadbase Voting Agreement and Irrevocable Proxy dated as of
September 18, 2000 by and among Servicesoft, Inc. and certain affiliates of
Broadbase Software, Inc. (filed herewith).
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CUSIP No. 11130R 10 0 13D Page 8 of 10 Pages
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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.
Date: September 28, 2000
SERVICESOFT, INC.
By: /s/ Massood Zarrabian
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Massood Zarrabian
Chief Executive Officer
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CUSIP No. 11130R 10 0 13D Page 9 of 10 Pages
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SCHEDULE I
<TABLE>
<CAPTION>
NAME AND RESIDENCE OR BUSINESS NAME AND ADDRESS OF ANY CORPORATION
ADDRESS IF DIFFERENT FROM THAT OR ORGANIZATION IN WHICH EMPLOYMENT
LISTED IN COLUMN THREE PRINCIPAL OCCUPATION OR EMPLOYMENT IS CONDUCTED
------------------------------ ---------------------------------- -----------------------------------
<S> <C> <C>
EXECUTIVE OFFICERS:
Massood Zarrabian Chief Executive Officer, President and Servicesoft, Inc.
Director Two Apple Hill Drive
Natick, MA 01760
Daniel J. Kossmann Chief Financial Officer Servicesoft, Inc.
Two Apple Hill Drive
Natick, MA 01760
Paul R. Maguire Vice President of Sales, Americas Servicesoft, Inc.
Two Apple Hill Drive
Natick, MA 01760
Alf Saggese* Managing Director, Europe Servicesoft, Inc.
Two Apple Hill Drive
Natick, MA 01760
Jeffrey Whitney Vice President of Marketing Servicesoft, Inc.
Two Apple Hill Drive
Natick, MA 01760
Chris E. Deren Vice President of Business Development Servicesoft, Inc.
Two Apple Hill Drive
Natick, MA 01760
OUTSIDE DIRECTORS:
Mark S. Skapinker**, Chairman Managing Director of Brightspark, Inc. Brightspark, Inc.
20 Eglinton Avenue West
Toronto, Ontario M4R 1K8
Robert E. Davoli General Partner, Sigma Partners Sigma Partners
20 Custom House Street,
Suite 830
Boston, MA 02110
</TABLE>
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CUSIP No. 11130R 10 0 13D Page 10 of 10 Pages
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<TABLE>
<S> <C> <C>
Sophie Forest** Director, Information Technology of Sofinov, Societe Financiere
Sofinov, Societe Financiere D'Innovation Inc., Filiale de la
D'Innovation Inc., Filiale de la Caisse de Depot et Placements du
Caisse de Depot et Placements du Quebec Quebec
1981 avenue, McGill College, 7th
Floor
Montreal, Quebec H3A 3C7
Christopher H. Greendale Managing Director of Internet Capital Internet Capital Group
Group 45 Milk Street
Boston, MA 02109
Gary Rubinoff** Partner of J.L. Albright Venture J.L. Albright II Venture Fund
Partners BCE Place, 161 Bay Street
Suite 4440, POB 215,
Canada Trust Tower
Toronto, Ontario M5J 2S1
CONTROLLING PERSONS:
Not applicable.
</TABLE>
* Citizen of the United Kingdom.
** Citizen of Canada.
SCHEDULE II
<TABLE>
<CAPTION>
NAME AND RESIDENCE OR BUSINESS NAME AND ADDRESS OF ANY CORPORATION
ADDRESS IF DIFFERENT FROM THAT OR ORGANIZATION IN WHICH EMPLOYMENT
LISTED IN COLUMN THREE PRINCIPAL OCCUPATION OR EMPLOYMENT IS CONDUCTED
----------------------------- ---------------------------------- -----------------------------------
<S> <C> <C>
Chuck Bay Chief Executive Officer, President and Broadbase Software, Inc.
Director 181 Constitution Drive
Menlo Park, CA 94025
Rusty Thomas Executive Vice President and Chief Broadbase Software, Inc.
Financial Officer 181 Constitution Drive
Menlo Park, CA 94025
Thomas Doyle Executive Vice President of Sales Broadbase Software, Inc.
181 Constitution Drive
Menlo Park, CA 94025
Brian Kelly Executive Vice President of Products Broadbase Software, Inc.
181 Constitution Drive
Menlo Park, CA 94025
Chris Maeda Executive Vice President of Engineering Broadbase Software, Inc.
181 Constitution Drive
Menlo Park, CA 94025
Greg Martin Senior Vice President, Consulting and Broadbase Software, Inc.
Customer Advocacy 181 Constitution Drive
Menlo Park, CA 94025
Eric Willgohs General Counsel, Vice President Legal Broadbase Software, Inc.
and Secretary 181 Constitution Drive
Menlo Park, CA 94025
Mark Kremer Chairman of the Board of Directors Two Palo Alto Square
Palo Alto, CA 94306
Kevin Harvey Compensation Managing Member, Benchmark Capital
Benchmark Capital 2480 Sand Hill Road, Suite 200
Menlo Park, CA 94025
Nancy Schoendorf General Partner, Mohr, Davidow Ventures Mohr, Davidow Ventures
2480 Sand Hill Road, Suite 200
Menlo Park, CA 94025
Paul Levy Chairman of the Board of Directors, Rational Software Corporation
Rational Software Corporation 18880 Homestead Rd.
Cupertino, CA 95014
Benchmark Capital Partners, L.P. Venture capital fund Benchmark Capital
Benchmark Founders' Fund, L.P. 2480 Sand Hill Road, Suite 200
Menlo Park, CA 94025
Mohr, Davidow Ventures IV, L.P. Venture capital fund Mohr, Davidow Ventures
2480 Sand Hill Road, Suite 200
Menlo Park, CA 94025
</TABLE>
To the knowledge of ServiceSoft, Inc.
the persons listed above are citizens
of the United States.
