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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): DECEMBER 18, 2000
BROADBASE SOFTWARE, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
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000-26789 77-0417081
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(Commission (IRS Employer
File Number) Identification No.)
181 CONSTITUTION DRIVE, MENLO PARK, CA 94025
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(Address of principal executive offices) (Zip Code)
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(650) 614-8300
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(Registrant's telephone number)
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(Former name or former address, if changed since last report)
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ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS.
On December 18, 2000, Broadbase Software, Inc., a Delaware corporation,
completed its acquisition of Servicesoft, Inc., a Delaware corporation. The
acquisition was accomplished by merging a wholly-owned subsidiary of Broadbase
with and into Servicesoft, with Servicesoft surviving as a wholly-owned
subsidiary of Broadbase. The merger is intended to qualify as a tax-free
reorganization, and Broadbase will account for the acquisition under the
purchase method of accounting.
In connection with the merger, Broadbase issued approximately 29.3 million
shares of common stock in exchange for all outstanding shares of Servicesoft
capital stock, and converted all outstanding Servicesoft options and warrants
into options and warrants to purchase approximately 6.45 million shares of
Broadbase common stock. Approximately 2.9 million of the shares of Broadbase
common stock issued in this transaction will be held in escrow for a period of
one year as collateral for indemnity obligations of Servicesoft and its
shareholders. In addition, several employees of Servicesoft, including executive
officers, will become employees of Broadbase, and Broadbase may grant additional
options in connection with these employment arrangements.
A press release announcing the completion of this transaction is attached
as Exhibit 99.01 to this report.
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ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Broadbase intends to file the financial statements required by this
item by an amendment to this report on or prior to March 5, 2001.
(b) Pro Forma Financial Information.
Broadase intends to file the financial information required by this
item by an amendment to this report on or prior to March 5, 2001.
(c) Exhibits.
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2.01 Agreement and Plan of Merger, dated September 18, 2000,
among Broadbase, Servicesoft and a wholly owned subsidiary
of Broadbase, which is hereby incorporated by reference to
the Registrant's registration statement on Form S-4 (File
No. 333-48696) filed with the Securities and Exchange
Commission on November 9, 2000.
99.01 Press Release issued by Broadbase on December 18, 2000,
announcing the closing of the merger.
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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: December 22, 2000 BROADBASE SOFTWARE, INC.
By: /s/ RUSTY THOMAS
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Rusty Thomas
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Description
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2.01 Agreement and Plan of Merger, dated September 18, 2000,
among Broadbase, Servicesoft and a wholly owned subsidiary
of Broadbase, which is hereby incorporated by reference to
the Registrant's registration statement on Form S-4 (File
No. 333-48696) filed with the Securities and Exchange
Commission on November 9, 2000.
99.01 Press Release issued by Broadbase on December 18, 2000,
announcing the closing of the merger.
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