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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) September 5, 2000
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TIBCO Software Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-26579 77-0449727
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
3165 Porter Drive, Palo Alto, California 94304
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 846-1000
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Inapplicable
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(Former name or former address if changed since last report)
Exhibit Index located on page 5.
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Item 2. Acquisition or Disposition of Assets
On September 5, 2000 (the "Effective Date"), Cardinal Acquisition
Corporation ("Merger Sub"), a Delaware corporation and wholly owned subsidiary
of TIBCO Software Inc. ("TIBCO"), a Delaware corporation, merged with and into
Extensibility, Inc. ("Extensibility"), a Delaware corporation, pursuant to that
certain Agreement and Plan of Reorganization by and among TIBCO, Merger Sub,
Extensibility and certain other parties, dated August 2, 2000 (the "Merger"
pursuant to the "Merger Agreement"). On the Effective Date, each outstanding
share of common stock, $0.001 par value, of Extensibility was converted into the
right to receive 0.1037 of a share of common stock, $0.001 par value, of TIBCO
(the "Exchange Ratio"). As a result of the Merger, Extensibility became a wholly
owned subsidiary of TIBCO. In connection with the Merger, TIBCO will issue up to
a maximum aggregate of 936,367 shares of its common stock in exchange for all of
the outstanding capital stock and options of Extensibility. The parties intend
for the Merger to be treated as a tax-free reorganization under Section 368 of
the Internal Revenue Code of 1986, as amended, and as a "purchase" for
accounting purposes.
TIBCO is a leading provider of real-time infrastructure software for the
internet and enterprises that enables businesses to dynamically link internal
operations, business partners and customer channels. Extensibility is a
provider of enabling technologies for XML-based application infrastructures.
XML (Extensible Mark-Up Language) is a software language that allows the
efficient management and exchange of information through the use of schemas,
which are computer "vocabularies" that enable users to exchange and process
information. Extensibility's products and services give customers the ability
to create, convert, manage, and process XML schemas, a component of the
infrastructure of e-business. Extensibility is based in Chapel Hill, North
Carolina, and has approximately 40 employees, all of them located in
Extensibility's Chapel Hill office. Pursuant to the Merger Agreement, as of the
Effective Date the name of Extensibility was changed to TIBCO Extensibility Inc.
The Exchange Ratio for the Merger was determined pursuant to arms length
negotiations and took into account various factors concerning the valuation of
the business of Extensibility.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Extensibility.
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The Financial Information required to be filed pursuant to Item 7(a)
of Form 8-K was not available at the time of filing of this Current Report on
Form 8-K and will be filed on a Form 8-K/A as soon as practicable, but in no
event later than 60 days after the date this Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
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The Pro Forma Financial Information required to be filed pursuant to
Item 7(b) of Form 8-K was not available at the time of filing of this Current
Report on Form 8-K and will be filed
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on a Form 8-K/A as soon as practicable, but in no event later than 60 days after
the date this Form 8-K is required to be filed.
(c) Exhibits.
Number Description
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2.1 Agreement and Plan of Reorganization, dated as of August 2, 2000, by
and among TIBCO Software Inc., Cardinal Acquisition Corporation,
Extensibility, Inc. and certain other parties.
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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.
TIBCO SOFTWARE INC.
By: /s/ Paul G. Hansen
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Paul G. Hansen
Executive Vice President, Finance
and Chief Financial Officer
Dated: September 19, 2000
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EXHIBIT INDEX
Number Description
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2.1 Agreement and Plan of Reorganization, dated as of August 2, 2000, by
and among TIBCO Software Inc., Cardinal Acquisition Corporation,
Extensibility, Inc. and certain other parties.
Exhibit 2.1, the Agreement and Plan of Reorganization, references schedules
that have been omitted from the agreement as filed. TIBCO agrees to furnish to
the Commission supplementally a copy of any omitted schedule upon request.
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