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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) July 21, 2000
MARIMBA, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-25683 77-0422318
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
440 Clyde Avenue, Mountain View, California 94043
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (650) 930-5282
None.
(Former Name or Former Address, If Changed Since Last Report)
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ITEM 5. OTHER EVENTS
In a press release dated July 25, 2000, Marimba, Inc. ("Marimba") announced
that John Olsen had been named as president and chief executive officer and that
the current president and chief executive officer, Kim Polese, would continue to
serve Marimba as chairman and chief strategy officer. In addition to his
position as president and chief executive officer, Mr. Olsen has also been
appointed to Marimba's Board of Directors. Pursuant to the terms of an offer
letter dated July 18, 2000 (the "Offer Letter"), Mr. Olsen will receive a base
annual salary of $300,000, which salary cannot be reduced without Mr. Olsen's
consent. Mr. Olsen will also participate in an annual incentive bonus program
under which he may receive up to 100% of his base annual salary based upon the
satisfaction of certain performance goals to be determined by Marimba's Board of
Directors.
Mr. Olsen was granted on July 21, 2000 a stock option to purchase up to
1,000,000 shares of Marimba's common stock. This option will vest over a
four-year period, with 25% of the total option shares vesting after completion
of 12 months of continuous service, and the remaining 75% becoming vested
monthly over the next 36 months of continuous service.
Pursuant to the terms of a restricted stock purchase agreement, Mr. Olsen
was also awarded on July 21, 2000 a restricted stock bonus of 100,000 shares of
Marimba's common stock. These shares will vest over a two-year period, with 50%
of the restricted shares becoming vested upon completion of 12 months of
continuous service and the remaining 50% becoming vested upon the next period of
12 months of continuous service. In addition, should Mr. Olsen be involuntarily
discharged without cause or constructively terminated within 12 months of a
change in control of Marimba, 50% of the then unvested option shares and 50% of
the then unvested restricted stock grant will become vested. In connection with
this restricted stock bonus, Mr. Olsen also received a full-recourse,
non-forgivable loan in the principal amount of up to $1,000,000, with an
interest rate of 6.6% per annum, from Marimba to assist in his payment of any
taxes associated with receipt of the restricted stock bonus. 50% of the
principal amount and accrued interest under the loan is due and payable on the
date that is 60 days following the date on which Mr. Olsen becomes vested in 50%
of the restricted stock grant, and the remaining 50% of the principal amount and
accrued interest under the loan is due and payable on the date that is 60 days
following the date on which Mr. Olsen becomes vested in the remaining 50% of the
restricted stock grant. However, repayment of all of the principal amount and
accrued interest under the loan is due upon the earlier of the date that is
three months from the date Mr. Olsen's employment with Marimba ceases for any
reason or the closing date of a change in control of Marimba. The loan is
secured by the shares of Marimba's common stock under the restricted stock
grant. In addition, Marimba will record deferred compensation of approximately
$2.1 million in connection with this restricted stock bonus, representing the
aggregate fair market value of the 100,000 shares of Marimba common stock on the
date of grant. Marimba plans to amortize the total deferred compensation amount
over the 24-month vesting period of the restricted stock bonus grant using a
graded vesting method.
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The Offer Letter provides that Mr. Olsen's employment with Marimba is at
will. Should Mr. Olsen's employment with Marimba terminate other than for cause
or due to death or disability, Mr. Olsen is entitled to receive monthly
severance payments equal to his then currently monthly base salary and payment
of his and his dependents' COBRA premiums for a period of 12 months following
such termination.
ITEM 7. EXHIBITS
(c) EXHIBITS:
Exhibit
Number
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99.1 Text of Press Release dated July 25, 2000.
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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.
Marimba, Inc.
-------------------
(Registrant)
Date: July 25, 2000 By: \s\ Fred Gerson
--------------------------
Fred Gerson, Vice President and
Chief Financial Officer
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MARIMBA, INC.
EXHIBIT INDEX
Exhibit
Number
-------
99.1 Text of Press Release dated July 25, 2000.
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EXHIBIT NUMBER 99.1
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FOR IMMEDIATE RELEASE EDITORIAL CONTACT:
Press Release 2 of 2 Suzan Woods
(650) 930-5366
[email protected]
MARIMBA NAMES FORMER CADENCE EXECUTIVE AS PRESIDENT AND CEO;
POLESE BECOMES CHAIRMAN AND CHIEF STRATEGY OFFICER
John Olsen Brings Proven Track Record in
Managing and Growing Technology Businesses
MOUNTAIN VIEW, Calif., - July 25, 2000 -Marimba, Inc. (Nasdaq: MRBA), a
leading provider of Internet infrastructure management solutions, today
announced that John Olsen has been named president and chief executive officer,
succeeding the company's co-founder Kim Polese, who becomes chairman and chief
strategy officer of the company.
Mr. Olsen, 49, is a veteran software and services executive with experience
in the technology arena, most recently as president of the Design Realization
Group of Cadence Design Systems, Inc. During his tenure at the company, Cadence
Design Systems grew from $429 million to $1.2 billion in annual revenue. Mr.
Olsen also spearheaded new business initiatives for Cadence, such as electronic
commerce, which targeted the distribution of design productivity software over
the Internet.
In his previous position at Cadence, Mr. Olsen had served as executive vice
president of Cadence's Worldwide Field Operations, overseeing the sales,
marketing and services functions and a staff of 2,400. Before joining Cadence in
1993, Mr. Olsen had held the position of partner, Strategic Services, at KPMG
Peat Marwick. Mr. Olsen had previously served as regional director of sales and
marketing for Electronic Data Systems (EDS).
Mr. Olsen holds a Masters in Management Science from University of South
Florida, and a B.S. in Industrial Engineering from Iowa State University.
Ms. Polese, 38, co-founded Marimba in 1996. "Achieving profitability in
second-quarter 2000 was an important milestone for us," she said. "Now is the
right time to bring in the operational strength to capitalize on the
opportunities ahead. I'm confident that John's operational depth, experience and
proven leadership will enable the company to realize its long-term potential."
"I look forward to concentrating on critical activities that will continue
to advance Marimba's leadership position in managing the infrastructure that
powers Internet services for the world's leading enterprises," she added. As
chairman and chief strategy officer, Ms. Polese will focus on new business
initiatives and the long-term strategic direction of the company, mergers and
acquisitions, and critical industry partnerships.
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Ms. Polese presided over a period of rapid growth for Marimba, which
included a successful public offering in April 1999, an 84 percent
year-over-year increase in annual revenue for the most recently reported fiscal
year, and achievement of initial profitability for second-quarter 2000, as
announced today. Ray Lane, former president of Oracle Corporation and a Marimba
board member, commented, "Kim has done a terrific job of building a world-class
company and establishing a solid foundation for Marimba's long-term growth.
Under her leadership, the company has entered important new markets, such as
server content management and the remote management of devices and appliances.
The market opportunity for Marimba has never been greater, and Kim's strategic
vision will continue to be a force in shaping the company's future."
Mr. Olsen said, "What attracted me to Marimba was its track record, as I
believe that it is one of the few Internet companies that has the ability to be
a long-term winner. In just three years of selling products, Marimba has
established a substantial revenue stream and built a customer base of more than
300 companies that are delivering their business-critical Internet services to
more than 10 million end-users. I believe the opportunities ahead are exciting,
as the Internet infrastructure management market is poised for growth. I look
forward to working with Kim and the entire Marimba team to help the company
achieve its potential in the years ahead."
Mr. Olsen will also serve as a member of Marimba's board of directors.
Concurrent with this addition to the board, Arthur van Hoff, co-founder of
Marimba, resigned his seat on the board. Mr. Van Hoff will continue in his
current role as chief technology officer.
In a separate release issued today, Marimba announced its second-quarter
results. See news release dated July 25, 2000, "Marimba Announces Second-Quarter
Results; Company Achieves Profitability; Total Revenues Increase 76% to $12.1
Million Year over Year."
About Marimba
Marimba is a leading provider of Internet infrastructure management
solutions, enabling companies to leverage the Internet to deliver more powerful
and cost-effective applications and services to their customers, employees and
business partners. Marimba's Castanet(r) product family provides an efficient
and reliable infrastructure by which enterprises can distribute, update and
manage applications and content over corporate intranets, extranets and the
Internet. Marimba's TimbaleTM product family addresses the unique management
challenges inherent in server-based computing, including content replication and
precise deployment control across heterogeneous server platforms. Marimba is
headquartered in Mountain View, California, and can be reached at 650-930-5282,
via email at [email protected], or at its Web site at http://www.marimba.com.
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This press release contains forward-looking information within the meaning
of Section 21E of the Securities Exchange Act of 1934, and is subject to the
safe harbors created by this section. These forward-looking statements concern,
among other things, the growth of Marimba's existing and potential markets, the
ability of Marimba to achieve its long-term potential, and Marimba's focus on
new business initiatives, long-term strategic planning, mergers and acquisitions
strategy and establishing industry partnerships. Those results are subject to a
number of risks and uncertainties, including without limitation, the slowing of
the growth of the Internet infrastructure management market and the Internet as
a whole, as well as other factors which could impact the rate of growth of
Marimba's potential market; and the possible changes in the roles and focus of
members of Marimba's management. Actual results may differ materially due to
these and other factors. The matters discussed in this press release also
involve risks and uncertainties described from time to time in Marimba's filings
with the Securities and Exchange Commission (SEC). In particular, see the Risk
Factors described in Marimba's most recently filed Annual Report on Form 10-K
and Quarterly Report on Form 10-Q, each as submitted to the SEC and as may be
updated and amended with future filings or submissions. Marimba undertakes no
obligation to release publicly any updates or revisions to any forward-looking
statements contained in this press release that may reflect events or
circumstances occurring after the date of this announcement.
###
Marimba and Castanet are registered trademarks, and Timbale is a trademark, of
Marimba, Inc. in the U.S. and/or certain other countries. All other product,
trademark, company, or service names mentioned herein are the property of their
respective owners.
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