<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
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))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
ARIBA, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
----------------------------------------------------------
</TABLE>
<PAGE>
[LOGO]
ARIBA, INC.
1565 CHARLESTON ROAD
MOUNTAIN VIEW, CALIFORNIA 94043
Dear Stockholder:
You are cordially invited to attend the Special Meeting of Stockholders of
Ariba, Inc. (the "Company"), which will be held at the Company's worldwide
headquarters, 1565 Charleston Road, Mountain View, California, on Wednesday,
November 1, 2000, at 8:00 a.m.
Details of the business to be conducted at the Special Meeting are given in
the attached Proxy Statement and Notice of Special Meeting of Stockholders.
It is important that your shares be represented and voted at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. Returning the proxy does NOT deprive you of your right to attend the
Special Meeting. If you decide to attend the Special Meeting and wish to change
your proxy vote, you may do so automatically by voting in person at the meeting.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company. We look
forward to seeing you at the Special Meeting.
Sincerely,
/s/ KEITH J. KRACH
KEITH J. KRACH
CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER
Mountain View, California
September 29, 2000
<PAGE>
ARIBA, INC.
1565 CHARLESTON ROAD
MOUNTAIN VIEW, CALIFORNIA 94043
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
---------------------
TO BE HELD NOVEMBER 1, 2000
The Special Meeting of Stockholders of Ariba, Inc. (the "Company") will be
held at the Company's worldwide headquarters, 1565 Charleston Road, Mountain
View, California, on Wednesday, November 1, 2000, at 8:00 a.m. for the following
purposes:
1. To approve an 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 600,000,000 to 1,500,000,000; and
2. To transact such other business as may properly come before the meeting
or any adjournments or postponements thereof.
The foregoing items of business are more fully described in the attached
Proxy Statement.
Only stockholders of record at the close of business on September 26, 2000
are entitled to notice of, and to vote at, the Special Meeting and at any
adjournments or postponements thereof. A list of such stockholders will be
available for inspection at the Company's headquarters located at 1565
Charleston Road, Mountain View, California, during ordinary business hours for
the ten-day period prior to the Special Meeting.
By Order Of The Board Of Directors,
/s/ EDWARD P. KINSEY
Edward P. Kinsey
SECRETARY
Mountain View, California
September 29, 2000
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, 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 TO THE SPECIAL MEETING. IF
YOU DECIDE TO ATTEND THE SPECIAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU
MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
<PAGE>
ARIBA, INC.
----------------
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
------------------------
TO BE HELD NOVEMBER 1, 2000
These 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 Special Meeting of Stockholders (the "Special Meeting") to
be held at the Company's worldwide headquarters, 1565 Charleston Road, Mountain
View, California, on Wednesday, November 1, 2000, at 8:00 a.m., and at any
adjournment or postponement of the Special Meeting. These proxy materials were
first mailed to stockholders on or about September 29, 2000.
PURPOSE OF MEETING
The specific proposals to be considered and acted upon at the Special
Meeting are summarized in the accompanying Notice of Special Meeting of
Stockholders. Each proposal is described in more detail in this Proxy Statement.
VOTING RIGHTS AND SOLICITATION OF PROXIES
The Company's Common Stock ("Common Stock") is the only type of security
entitled to vote at the Special Meeting. On September 26, 2000, the record date
for determination of stockholders entitled to vote at the Special Meeting, there
were 247,756,976 shares of Common Stock outstanding. Each stockholder of record
on September 26, 2000 is entitled to one vote for each share of Common Stock
held by such stockholder on September 26, 2000. Shares of Common Stock may not
be voted cumulatively. All votes will be tabulated by the inspector of election
appointed for the meeting, who will separately tabulate affirmative and negative
votes, abstentions and broker non-votes.
QUORUM REQUIRED
The Company's Bylaws provide that the holders of a majority of the Common
Stock issued and outstanding and entitled to vote at the Special Meeting,
present in person or represented by proxy, shall constitute a quorum for the
transaction of business at the Special Meeting. Abstentions and broker non-votes
will be counted as present for the purpose of determining the presence of a
quorum.
VOTES REQUIRED
Approval of the adoption of the amendment to the Company's Certificate of
Incorporation to increase the authorized number of shares of Common Stock
requires the affirmative vote of at least sixty-six and two-thirds percent
(66 2/3%) of the Common Stock issued and outstanding and entitled to vote at the
Special Meeting. Abstentions and broker non-votes are not affirmative votes and,
therefore, will have the same effect as votes against the proposal.
PROXIES
Whether or not you are able to attend the Special Meeting, you are urged to
complete and return the enclosed proxy, which is solicited by the Company's
Board of Directors and which will be voted as you direct on your proxy when
properly completed. In the event no directions are specified, such proxies will
be voted FOR Proposal No. 1 and in the discretion of the proxy holders as to
other matters that may properly come before the Special Meeting. You may revoke
or change your proxy at any time before the Special Meeting. To do this, send a
written notice of revocation or another signed proxy with a later date to the
<PAGE>
Secretary of the Company at the Company's principal executive offices before the
beginning of the Special Meeting. You may also automatically revoke your proxy
by attending the Special Meeting and voting in person. All shares represented by
a valid proxy received prior to the Special Meeting will be voted.
SOLICITATION OF PROXIES
The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing, and mailing of this Proxy Statement, the proxy,
and any additional soliciting material furnished to stockholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to such beneficial owners.
In addition, the Company may reimburse such persons for their costs of
forwarding the solicitation material to such beneficial owners. The original
solicitation of proxies by mail may be supplemented by solicitation by
telephone, telegram, or other means by directors, officers, employees or agents
of the Company. No additional compensation will be paid to these individuals for
any such services. The Company has also retained Corporate Investor
Communications to assist in the solicitation of proxies. Corporate Investor
Communications will receive a fee for such services of approximately $7,000 plus
reasonable out-of-pocket expenses, which will be paid by the Company. Except as
described above, the Company does not presently intend to solicit proxies other
than by mail.
PROPOSAL NO. 1
AMENDMENT TO THE COMPANY'S CERTIFICATE
OF INCORPORATION
The Board of Directors has determined that it is in the best interests of
the Company and its stockholders to amend the Company's Amended and Restated
Certificate of Incorporation, as currently in effect (the "Certificate of
Incorporation"), to increase the number of authorized shares of Common Stock
from 600,000,000 to 1,500,000,000 shares. Accordingly, the Board of Directors
has unanimously approved the proposed Certificate of Amendment of the Amended
and Restated Certificate of Incorporation of the Company, in the form attached
hereto as Exhibit A (the "Certificate of Amendment"), and hereby solicits the
approval of the Company's stockholders of the Certificate of Amendment. If the
stockholders approve the Certificate of Amendment, the Board of Directors
currently intends to file the Certificate of Amendment with the Secretary of
State of the State of Delaware as soon as practicable following such stockholder
approval. If the Certificate of Amendment is not approved by the stockholders,
the Certificate of Incorporation will continue in effect.
The Board of Directors believes that it is in the best interests of the
Company and its stockholders to increase the number of authorized but unissued
shares of Common Stock in order to have additional shares available to meet the
Company's future business needs as they arise. As of August 31, 2000,
247,448,049 shares of Common Stock were outstanding. In addition, the Company
has reserved up to approximately 35,603,853 shares of Common Stock for issuance
upon the net exercise of outstanding warrants, based on current trading ranges,
and 48,785,837 shares of Common Stock for issuance pursuant to the 1999 Equity
Incentive Plan, the Employee Stock Purchase Plan and the 1999 Directors' Stock
Option Plan. Among other things, the increase will make available shares of
Common Stock for future activities that are consistent with the Company's growth
strategy, including, without limitation, completing financings, establishing
strategic relationships with corporate partners, acquiring or investing in
complementary businesses or products, providing equity incentives to employees,
officers or directors, or effecting stock splits or dividends. The Company has
no current plans to issue any of the additional authorized shares of Common
Stock.
POSSIBLE EFFECTS OF THE PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION
If the stockholders approve the proposed Certificate of Amendment, the Board
of Directors may cause the issuance of additional shares of Common Stock without
further vote of the stockholders of the
2
<PAGE>
Company, except as provided under Delaware corporate law or under the rules of
any securities exchange on which shares of Common Stock of the Company are then
listed. Current holders of Common Stock have no preemptive or similar rights,
which means that current stockholders do not have a prior right to purchase any
new issue of Common Stock in order to maintain their appropriate ownership
thereof. The issuance of additional shares of Common Stock would decrease the
proportionate equity interest of the Company's current stockholders and,
depending upon the price paid for such additional shares, could result in
dilution to the Company's current stockholders.
The proposed Certificate of Amendment could, under certain circumstances,
have an anti-takeover effect, although this is not the intention of the Company.
For example, the substantial increase in the number of authorized shares of
Common Stock could help the Company's management frustrate efforts of
stockholders seeking to remove management and could have the effect of limiting
stockholder participation in transactions such as mergers or tender offers,
regardless of whether those transactions are favored by incumbent management. In
addition, if the Certificate of Amendment is approved, the Board of Directors
will have the ability to issue shares privately in transactions that could
frustrate proposed mergers, tender offers or other transactions, even if those
transactions are at substantial market premiums and are favored by a majority of
the independent stockholders. Such an issuance of shares of Common Stock would
increase the number of outstanding shares, thereby possibly diluting the
interest of a party attempting to obtain control of the Company. Although the
Company has no current plans to issue any of the additional authorized shares of
Common Stock for such purposes, if the Certificate of Amendment is approved by
the stockholders, more capital stock of the Company will be available for such
purposes than is currently available.
In addition, the Certificate of Incorporation provides that the Board of
Directors is divided into three classes of directors, with each class serving a
staggered three-year term. This classification system of electing directors may
tend to discourage a third party from making a tender offer or otherwise
attempting to obtain control of the Company and may maintain the incumbency of
the Board of Directors, as the classification of the Board of Directors
generally increases the difficulty of replacing a majority of the directors. The
Certificate of Incorporation also provides that all stockholder actions must be
effected at a duly called meeting and not by a consent in writing. Further,
provisions of the Certificate of Incorporation provide that the stockholders may
amend certain provisions of the Certificate of Incorporation only with the
affirmative vote of at least sixty-six and two-thirds percent (66 2/3%), of the
voting power of all of the outstanding shares of capital stock of the Company.
These provisions of the Certificate of Incorporation could discourage potential
acquisition proposals and could delay or prevent a change in control of the
Company. These provisions are intended to enhance the likelihood of continuity
and stability in the composition of the Board of Directors and in the policies
formulated by the Board of Directors and to discourage certain types of
transactions that may involve an actual or threatened change of control of the
Company. These provisions are designed to reduce the Company's vulnerability to
an unsolicited acquisition proposal. The provisions also are intended to
discourage certain tactics that may be used in proxy fights. However, such
provisions could have the effect of discouraging others from making tender
offers for the Company's shares, and, as a consequence, they also may inhibit
fluctuations in the market price of the Company's shares that could result from
actual or rumored takeover attempts. Such provisions also may have the effect of
preventing changes in our management. This proposal is not part of a plan by
management to adopt a series of anti-takeover measures and management does not
presently intend to purpose other anti-takeover measures in future proxy
solicitiations.
The Company is subject to Section 203 of the Delaware General Corporation
Law ("DGCL Section 203"), which regulates corporate acquisitions. DGCL
Section 203 prevents certain Delaware corporations, including those whose
securities are listed for trading on the Nasdaq National Market, from engaging,
under certain circumstances, in a "business combination" with any "interested
stockholder" for three years following the date that such stockholder became an
interested stockholder. For purposes of DGCL Section 203, a "business
combination" includes, among other things, a merger or consolidation
3
<PAGE>
involving the Company and the interested stockholder and the sale of more than
ten percent (10%) of the Company's assets. In general, DGCL Section 203 defines
an "interested stockholder" as any entity or person beneficially owning 15% or
more of the outstanding voting stock of the Company and any entity or person
affiliated with or controlling or controlled by such entity or person. A
Delaware corporation may "opt out" of DGCL Section 203 with an express provision
in its original certificate of incorporation or an express provision in its
certificate of incorporation or bylaws resulting from amendments approved by the
holders of at least a majority of the corporation's outstanding voting shares.
The Company has not "opted out" of the provisions of DGCL Section 203.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE AMENDMENT
TO THE CERTIFICATE OF INCORPORATION TO AUTHORIZE ADDITIONAL SHARES.
4
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of August 31, 2000, certain information
with respect to shares beneficially owned by (i) each person who is known by the
Company to be the beneficial owner of more than five percent (5%) of the
outstanding shares of Common Stock, (ii) the Company's Chief Executive Officer
and the six other most highly compensated executive officers who were serving as
such as of September 30, 1999 and (iii) all current directors and executive
officers as a group. Beneficial ownership has been determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Under this rule, certain shares may be deemed to be beneficially owned by
more than one person (if, for example, more than one person has the power to
vote or the power to dispose of the shares). As of August 31, 2000, the Company
had 247,448,049 outstanding shares of Common Stock.
In addition, shares are deemed to be beneficially owned by a person if the
person has the right to acquire shares (for example, upon exercise of an option
or warrant) within sixty (60) days of the date as of which the information is
provided. In computing the percentage ownership of any person, the number of
shares outstanding is deemed to include the number of shares beneficially owned
by such person (and only such person) by reason of such acquisition rights. As a
result, the percentage of outstanding shares of any person as shown in the
following table does not necessarily reflect the person's actual voting power at
any particular date.
To our knowledge, except as indicated in the footnotes to this table and
pursuant to applicable community property laws, the persons named in the table
have sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
AS OF AUGUST 31, 2000(1)
--------------------------------------
BENEFICIAL OWNER NUMBER OF SHARES PERCENTAGE OF CLASS
---------------- ---------------- -------------------
<S> <C> <C>
Keith J. Krach**(2)......................................... 18,889,191 7.6%
Paul Hegarty(3)............................................. 2,921,000 1.2%
Robert C. Kagle(4).......................................... 1,152,692 *
Robert Knowling(5).......................................... 12,500 *
John B. Mumford(6).......................................... 88,270 *
Hatim A. Tyabji(7).......................................... 1,018,760 *
Rune C. Eliasen(8).......................................... 2,170,398 *
Robert J. DeSantis(9)....................................... 5,991,268 2.4%
Edward P. Kinsey(10)........................................ 3,838,036 1.6%
K. Charly Kleissner(11)..................................... 1,872,838 *
Paul L. Melchiorre(12)...................................... 1,031,701 *
Paul C. M. Touw(13)......................................... 2,011,756 *
All current directors and executive officers as a group
(11 persons)(14).......................................... 36,440,592 14.61%
</TABLE>
------------------------
* Less than 1% of the outstanding shares of Common Stock.
** Mr. Krach can be reached at Ariba, Inc., 1565 Charleston Road, Mountain
View, CA 94043.
(1) The number of shares of Common Stock deemed outstanding includes shares
issuable pursuant to stock options that may be exercised within sixty
(60) days after August 31, 2000.
(2) Includes 1,822,267 shares subject to a repurchase right in favor of the
Company.
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<PAGE>
(3) Includes 90,000 shares issuable pursuant to stock options that may be
exercised within sixty (60) days after August 31, 2000.
(4) Includes 12,060 shares held in trusts for Mr. Kagle's children. Also
includes 10,000 shares issuable pursuant to stock options that may be
exercised within sixty (60) days after August 31, 2000.
(5) Includes 12,500 shares issuable pursuant to stock options that may be
exercised within sixty (60) days after August 31, 2000.
(6) Includes 10,000 shares issuable pursuant to stock options that may be
exercised within sixty (60) days after August 31, 2000.
(7) Includes 10,000 shares issuable pursuant to stock options that may be
exercised within sixty (60) days after August 31, 2000.
(8) Includes 160,000 shares issuable pursuant to stock options that may be
exercised within sixty (60) days after August 31, 2000. Also includes
373,333 shares subject to a repurchase right in favor of the Company.
(9) Includes 469,749 shares issuable pursuant to stock options that may be
exercised within sixty (60) days after August 31, 2000. Also includes
177,468 shares subject to a repurchase right in favor of the Company.
(10) Includes 279,082 shares issuable pursuant to stock options that may be
exercised within sixty (60) days after August 31, 2000. Also includes
101,834 shares subject to a repurchase right in favor of the Company.
(11) Includes 417,418 shares issuable pursuant to stock options that may be
exercised within sixty (60) days after August 31, 2000. Also includes
656,416 shares subject to a repurchase right in favor of the Company.
(12) Includes 493,334 shares subject to a repurchase right in favor of the
Company.
(13) Includes 343,082 shares issuable pursuant to stock options that may be
exercised within sixty (60) days after August 31, 2000. Also includes
62,667 shares subject to a repurchase right in favor of the Company.
(14) Includes 2,343,498 shares issuable pursuant to stock options that may be
exercised within sixty (60) days after August 31, 2000.
6
<PAGE>
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Stockholders who intend to have a proposal considered for inclusion in the
Company's proxy materials for presentation at the 2001 Annual Meeting pursuant
to Rule 14a-8 under the Exchange Act must submit the proposal to the Company at
its offices at 1565 Charleston Road, Mountain View, California 94043, Attn:
Edward P. Kinsey, not later than September 30, 2000. Stockholders who intend to
present a proposal at the Company's 2001 Annual Meeting of Stockholders without
inclusion of such proposal in the Company's proxy materials pursuant to
Rule 14a-8 under the Exchange Act are required to provide advance notice of such
proposal to the Company at the aforementioned address not earlier than
November 14, 2000 and not later than December 14, 2000. The Company reserves the
right to reject, rule out of order, or take other appropriate action with
respect to any proposal that does not comply with these and other applicable
requirements, including conditions established by the Securities and Exchange
Commission.
OTHER MATTERS
The Company's Board of Directors knows of no other matters to be presented
for stockholder action at the Special Meeting. However, if other matters do
properly come before the Special Meeting or any adjournments or postponements
thereof, the Company's Board of Directors intends that the persons named in the
proxies will vote upon such matters in accordance with their best judgment.
By Order Of The Board Of Directors,
/s/ EDWARD P. KINSEY
Edward P. Kinsey
SECRETARY
Mountain View, California
September 29, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, 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 TO THE SPECIAL MEETING. IF
YOU DECIDE TO ATTEND THE SPECIAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU
MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL GREATLY
FACILITATE ARRANGEMENTS FOR THE SPECIAL MEETING.
7
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
ARIBA, INC.
Ariba, Inc., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors adopted a resolution setting forth a
proposed amendment to the Amended and Restated Certificate of Incorporation of
said Corporation and declaring said amendment advisable and directing that said
amendment be submitted to the stockholders of said Corporation entitled to vote
in respect thereof for their approval. The resolution setting forth said
amendment is as follows:
"RESOLVED, that the Amended and Restated Certificate of Incorporation of
the Corporation be amended by replacing the first paragraph of Article IV
thereof so that such paragraph shall be and read as follows:
"This corporation is authorized to issue two classes of stock to be
designated common stock ("Common Stock") and preferred stock ("Preferred
Stock"). The number of shares of Common Stock authorized to be issued is
One Billion Five Hundred Million (1,500,000,000), par value $0.002 per
share, and the number of shares of Preferred Stock authorized to be
issued is Twenty Million (20,000,000), par value $0.002 per share."
SECOND: That thereafter said amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law by obtaining a vote
of at least sixty-six and two-thirds percent (66 2/3%) of the Common Stock in
favor of said amendment in the manner set forth in Section 222 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, this Certificate of Amendment of the Amended and
Restated Certificate of Incorporation of the Corporation has been signed by the
Chief Executive Officer and the Secretary of the Corporation this day of
, 2000.
ARIBA, INC.
By:
----------------------------------------------------------------------
Keith J. Krach, CHIEF EXECUTIVE
OFFICER
ATTEST:
By:
----------------------------
Edward P. Kinsey, SECRETARY
1872-SPS-00
8
<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 SPECIAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 1, 2000
The undersigned holder of Common Stock, par value $0.002, 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 Special Meeting of Stockholders (the "Special Meeting") to be held on
Wednesday, November 1, 2000 at 8:00 a.m. local time, at the Company's worldwide
headquarters, 1565 Charleston Road, Mountain View, California, and at any
adjournments or postponements of the Special Meeting. 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. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1, 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 SPECIAL MEETING
AND VOTING IN PERSON.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.
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.
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
1. To approve the amendment to the Company's Certificate of Incorporation to
increase the number of shares of Common Stock authorized as set forth in
the accompanying Proxy Statement.
FOR AGAINST ABSTAIN
/ / / / / /
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Special Meeting.
The undersigned acknowledges receipt of the accompanying Notice of Special
Meeting of Stockholders and Proxy Statement.
<TABLE>
<S><C>
Signature:_________________________ Signature (if held jointly):__________________________ Date: _____________, 2000
</TABLE>
Please date and sign exactly as your name(s) is (are) shown on the share
certificate(s) to which this 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.
