<PAGE>
SCHEDULE 14A INFORMATION
Additional Proxy Materials Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ARIBA, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[ARIBA LOGO]
ARIBA, INC.
1565 CHARLESTON ROAD
MOUNTAIN VIEW, CALIFORNIA 94043
Dear Stockholder:
The Annual Meeting of Stockholders of Ariba, Inc. held on February
28, 2000 was adjourned until Friday, March 17, 2000 for the purpose of voting
on the proposal to amend the Company's Certificate of Incorporation. The
adjourned Annual Meeting will be held at Ariba's Worldwide Headquarters, 1565
Charleston Road, Mountain View, California, at 8:00 a.m.
Enclosed with this letter is a supplement to the Proxy Statement that
was originally mailed to stockholders on or about January 28, 2000. This
supplement corrects a misstatement in the Proxy Statement regarding the vote
required to approve the proposal to amend the Company's Certificate of
Incorporation.
Also enclosed is a new proxy card that gives you the opportunity to
vote on the proposal to amend the Company's Certificate of Incorporation.
YOU DO NOT NEED TO SEND BACK THIS PROXY CARD IF YOU HAVE ALREADY VOTED. IF
YOU HAVE NOT YET VOTED, OR IF YOU WISH TO CHANGE YOUR VOTE, PLEASE COMPLETE,
SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. You may revoke your proxy at any time prior the
adjourned Annual Meeting. If you decide to attend the adjourned Annual
Meeting and wish to change your proxy vote, you may do so automatically by
voting in person at the meeting.
THE BOARD OF DIRECTORS REITERATES ITS RECOMMENDATION OF A VOTE "FOR"
THE APPROVAL OF THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION.
We would like to express our appreciation for your continued interest
in the affairs of Ariba.
BY ORDER OF THE BOARD OF DIRECTORS
Mountain View, California
March 1, 2000
<PAGE>
ARIBA, INC.
---------------------
SUPPLEMENTAL PROXY MATERIALS
FOR ADJOURNED ANNUAL MEETING OF STOCKHOLDERS
---------------------
TO BE HELD ON MARCH 17, 2000
These supplemental proxy materials are furnished in connection with
the solicitation of proxies by the Board of Directors of Ariba, Inc., a
Delaware corporation (the "Company"), for the Annual Meeting of Stockholders
held at the Company's worldwide headquarters, 1565 Charleston Road, Mountain
View, California, on Monday, February 28, 2000, at 1:00 p.m. The Annual
Meeting was adjourned until March 17, 2000, at 8:00 a.m. and at the same
location, for the express purpose of voting on Proposal No. 2 - Amendment to
the Company's Certificate of Incorporation, as described in greater detail in
the Proxy Statement previously mailed to stockholders on or about January 28,
2000 (the "Proxy Statement"). These supplemental proxy materials were first
mailed to stockholders on or about March 1, 2000.
PURPOSE OF ADJOURNED ANNUAL MEETING
The first order of business at the Adjourned Annual Meeting will be
the taking of the vote on Proposal No. 2 in the Proxy Statement - Amendment
to the Company's Certificate of Incorporation - to increase the number of
shares of Common Stock that the Company is authorized to issue from
200,000,000 to 600,000,000.
CORRECTION TO INFORMATION PROVIDED IN PROXY STATEMENT
REGARDING VOTE REQUIRED TO APPROVE PROPOSAL NO. 2
The Proxy Statement incorrectly stated that the vote required to
approve Proposal No. 2 - Amendment to the Company's Certificate of
Incorporation - was the affirmative vote of a majority of the Company's
Common Stock issued and outstanding and entitled to vote at the Annual
Meeting. THE COMPANY'S CERTIFICATE OF INCORPORATION REQUIRES THAT PROPOSAL
NO. 2 - AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION - BE APPROVED
BY THE AFFIRMATIVE VOTE OF AT LEAST SIXTY-SIX AND TWO-THIRDS PERCENT
(66-2/3%) OF THE SHARES OF THE COMPANY'S COMMON STOCK ISSUED AND OUTSTANDING
AND ENTITLED TO VOTE AT THE ANNUAL MEETING. As disclosed previously,
abstentions and broker non-votes are not affirmative votes and, therefore,
will have the same effect as votes against Proposal No. 2.
Mountain View, California
March 1, 2000
IF YOU ALREADY RETURNED THE PROXY MAILED WITH THE PROXY STATEMENT (THE
"ORIGINAL PROXY") AND DO NOT WISH TO CHANGE YOUR VOTE, YOU DO NOT NEED TO
COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE (THE "SUPPLEMENTAL PROXY).
IF YOU HAVE NOT YET RETURNED THE ORIGINAL PROXY OR IF YOU HAVE ALREADY
RETURNED THE ORIGINAL PROXY AND WANT TO CHANGE YOUR PROXY VOTE WITH RESPECT
TO PROPOSAL NO. 2 (WHETHER OR NOT YOU PLAN TO ATTEND THE ADJOURNED ANNUAL
MEETING TO BE HELD ON MARCH 17, 2000), PLEASE COMPLETE, SIGN, DATE AND
PROMPTLY RETURN THE SUPPLEMENTAL PROXY. YOU MAY REVOKE YOUR PROXY AT ANY
TIME PRIOR TO THE ADJOURNED ANNUAL MEETING. IF YOU DECIDE TO ATTEND THE
ADJOURNED ANNUAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU MAY DO SO
AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
<PAGE>
PROXY ARIBA, INC. PROXY
1565 CHARLESTON ROAD, MOUNTAIN VIEW, CA 94043
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ARIBA, INC.
FOR THE ADJOURNED ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MARCH 17, 2000
The undersigned holder of Common Stock, par value $.002, of Ariba, Inc.
(the "Company") hereby appoints Keith J. Krach and Edward P. Kinsey, or
either of them, proxies for the undersigned, each with full power of
substitution, to represent and to vote as specified in this Proxy all Common
Stock of the Company that the undersigned stockholder would be entitled to
vote if personally present at the Adjourned Annual Meeting of Stockholders
(the "Adjourned Annual Meeting") to be held on Friday, March 17, 2000 at 8:00
a.m. local time, at Ariba Worldwide Headquarters, 1565 Charleston Road,
Mountain View, California, and at any subsequent adjournments or
postponements thereof. The undersigned stockholder hereby revokes any proxy
or proxies heretofore executed for such matters.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER AS
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER WITH RESPECT TO PROPOSAL 2
ONLY, AS SUCH PROPOSAL IS DESCRIBED IN GREATER DETAIL IN THE PROXY STATEMENT
MAILED TO STOCKHOLDERS ON OR ABOUT JANUARY 28, 2000 (THE "PROXY STATEMENT").
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 2, AND IN THE
DISCRETION OF THE PROXIES AS TO ANY OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE MEETING. THE UNDERSIGNED STOCKHOLDER MAY REVOKE THIS PROXY AT ANY
TIME BEFORE IT IS VOTED BY DELIVERING TO THE CORPORATE SECRETARY OF THE
COMPANY EITHER A WRITTEN REVOCATION OF THE PROXY OR A DULY EXECUTED PROXY
BEARING A LATER DATE, OR BY APPEARING AT THE ADJOURNED ANNUAL MEETING AND
VOTING IN PERSON.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED
RETURN ENVELOPE. IF YOU RECEIVE MORE THAN ONE PROXY CARD, PLEASE SIGN AND
RETURN ALL CARDS IN THE ENCLOSED ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
(Reverse)
ARIBA, INC.
<TABLE>
<S> <C>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE.
1. To elect the following directors to 2. To approve the amendment to the FOR AGAINST ABSTAIN
serve for a term ending upon the 2003 Company's Certificate of / / / / / /
Annual Meeting of Stockholders or the Incorporation as set forth in
Company's Certificate of until their the Proxy Statement.
successors are elected and qualified:
NOMINEES:(01) Keith J. Krach and (2) Robert C. Kagle
3. To ratify the appointment of FOR AGAINST ABSTAIN
KPMG LLP as the Company's / / / / / /
independent accountants for
FOR WITHHELD MARK HERE / / the fiscal year ending
IF YOU PLAN September 30, 2000.
TO ATTEND
/ / / / THE MEETING In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Adjourned Annual
Meeting.
MARK HERE / / MARK HERE IF YOU DO NOT WANT TO RECEIVE
/ /---------------------------- FURTHER COMPANY REPORTS.
For all nominees except as FOR ADDRESS
noted above CHANGE AND / /
NOTE BELOW MARK HERE IF YOU HAVE ANY QUESTIONS
FOR ARIBA TO ADDRESS AT THE
ANNUAL MEETING (AND WRITE BELOW).
-------------------------------------- / /
The undersigned acknowledges receipt of the accompanying supplemental
proxy materials.
Please date and sign exactly as your name(s) is (are) shown on the
share certificate(s) to which the Proxy applies. When shares are
held as joint-tenants, both should sign. When signing as an
executor, administrator, trustee, guardian, attorney-in-fact or
other fiduciary, please give full title as such. When signing as a
corporation, please sign in full corporate name by President or
other authorized officer. When signing as a partnership, please
sign in partnership name by an authorized person.
Signature:________________________________ Date:_________________ Signature:________________________________ Date:________________
</TABLE>
