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SCHEDULE 14A INFORMATION
Proxy Statement 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
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ACTIVE SOFTWARE, INC.
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(Name of Registrant as Specified In Its Charter)
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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Notes:
<PAGE>
WebMethods, Inc., and Active Software, Inc. distributed the following press
release on May 22, 2000.
FOR IMMEDIATE RELEASE
WEBMETHODS TO ACQUIRE ACTIVE SOFTWARE
Acquisition creates first complete solution for business integration
across the enterprise and Internet-based B2B trading networks
FAIRFAX, Va. and SANTA CLARA, Calif.--May 22, 2000--webMethods, Inc.
(Nasdaq:WEBM), the leading provider of business-to-business integration (B2Bi)
solutions, today announced it has signed a definitive agreement to acquire
Active Software, Inc. (Nasdaq:ASWX), a leading provider of enterprise eBusiness
infrastructure software, in an all- stock transaction. This acquisition brings
together two infrastructure leaders whose software solutions fully address the
integration requirements of Global 2000 companies and industry trading
exchanges, both within the enterprise and across business-to-business (B2B)
trading networks.
The companies expect that the transaction will close during the third quarter of
2000, pending completion of customary closing conditions and receipt of Active
Software and webMethods stockholder and required government approvals. Under the
terms of the agreement, Active Software's stockholders will receive 0.527 of a
share of webMethods common stock in exchange for each share of Active Software
common stock. The transaction, valued at approximately $1.3 billion based upon
the Friday, May 19, 2000 closing price of webMethods common stock, is expected
to be accounted for as a pooling-of-interests. Approximately 13.6 million shares
of webMethods stock will be exchanged for all outstanding shares of Active
Software. In preparation of the agreement, webMethods was advised by Morgan
Stanley Dean Witter, and Active Software was advised by Goldman, Sachs & Co. and
Thomas Weisel Partners.
First Complete Business Integration Solution
Until now, companies have been forced to adopt separate solutions for uniting
internal business processes, and then sharing and integrating these processes
with external trading partners, either directly or via B2B marketplaces and
trading exchanges. By acquiring Active Software, webMethods is leading the
market by offering Global 2000 companies and industry trading exchanges a single
infrastructure solution for internal and external business integration. IDC
forecasts that the internal and external application integration market will
reach $11.6 billion by 2003.
"Active Software is a front-runner in the application integration market with
industry-leading technology, an experienced management team and a large, blue
chip customer base," said Phillip Merrick, president and CEO of webMethods. "As
companies move more of their business processes to the Web, a single software
integration platform will deliver significant competitive advantage. By
combining our product offerings, webMethods and Active Software are redefining
the integration software market by delivering the first end-to-end solution that
operates inside, outside and across the corporate firewall."
<PAGE>
Products Already Integrated; Significant Joint Customers
webMethods and Active Software have a history of working together to develop
business integration solutions to meet the needs of shared Global 2000 customers
such as FedEx, Juniper Networks, Hewlett-Packard and AVNET. Through this
experience with joint customers, webMethods recently developed an out-of-box
solution that bridges enterprise applications integrated via ActiveWorks with
webMethods-powered B2B trading networks and marketplaces. This experience and a
combined customer base of more than 350 blue chip companies worldwide provides a
solid foundation for building the future of business integration infrastructure.
"We are joining forces with webMethods, the leader in business-to-business
integration, because we understand there are two aspects to developing a
completely integrated business community," said Jim Green, chairman and CEO of
Active Software. "It is critical that companies have a single unified solution
that integrates applications within the enterprise; and also allows them to
extend their business processes over the Internet to leverage the value of B2B
trading networks. Becoming part of webMethods will allow Active Software to
provide a critical component of this solution to Global 2000 companies and
industry trading exchanges."
Strong Management Additions and Expanded Global Presence
Upon completion of the acquisition, Active Software's products and operations
will be combined with webMethods. Phillip Merrick will continue in his role as
president, CEO and chairman of webMethods, with Jim Green, Active Software's
CEO, joining the team in the role of CTO and executive vice president, product
development. Green will also join the webMethods Board of Directors. Other
members of the Active Software management team will join the webMethods
management team.
Active Software's Santa Clara, Calif. offices will become the West Coast
headquarters of webMethods. This acquisition will also serve to expand
webMethods' growing international presence with the addition of offices in the
United Kingdom, France, Germany and the Netherlands. The combined companies will
have nearly 600 employees worldwide.
About webMethods, Inc.
webMethods, Inc. (Nasdaq:WEBM) is the leading provider of software solutions for
business-to-business integration (B2Bi). Leveraging the open standards of the
Internet, the award-winning webMethods B2B(TM) family of products provide the
B2Bi infrastructure enabling Global 2000 companies and B2B marketplaces to
connect customers, suppliers and partners to form real-time B2B trading
networks. webMethods B2B allows companies to create new revenue opportunities,
strengthen relationships with customers and substantially reduce supply chain
inefficiencies.
Founded in 1996, webMethods is based in Fairfax, Va., with offices across the
U.S. and Europe. webMethods has more than 160 customers worldwide--from Global
2000 leaders such as Dell, Eastman Chemical Company, Lucent, Bell Atlantic and
W.W. Grainger to major B2B marketplaces like ChemConnect, e-STEEL and Ventro.
webMethods' strategic partners include Ariba, Commerce One, i2, Deloitte
Consulting, EDS, KPMG, Microsoft, Sterling Commerce and SAP AG.
About Active Software, Inc.
Founded in 1995, Active Software, Inc, (Nasdaq:ASWX) is a leading provider of
eBusiness infrastructure software products. Active Software's eBusiness
platform, the ActiveWorks(TM) Integration System, automates end-to-end business
processes within the enterprise. Active Software has approximately 200 customers
in industries such as telecommunications, financial services, government,
technology, utilities, distribution, manufacturing and transportation. Active
Software is headquartered in Santa Clara, California.
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<PAGE>
Contacts:
Company Company
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Jennifer Tansey Sandy McBride
webMethods, Inc. Active Software, Inc.
(703) 460-2554 (408) 969-5614
[email protected] [email protected]
Investors Media
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Dave Spille Bryan Scanlon or Lauren Arnold
webMethods, Inc. Schwartz Communications for webMethods
(703) 460-5972 (781) 684-0770
[email protected] [email protected]
###
webMethods and webMethods B2B are trademarks of webMethods, Inc. The Active
Software logo, Active Software, and ActiveWorks are trademarks or registered
trademarks of Active Software, Inc. All other company and product names are
property of their respective owners.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Such statements are based on the current expectations and beliefs of managements
of webMethods and Active Software and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. In particular, the following
factors, among others, could cause actual results to differ materially from
those described in the forward-looking statements: failure of the transaction to
close due to the failure to obtain regulatory or other approvals; failure of the
webMethods or Active Software stockholders to approve the transaction; the risk
that the webMethods and Active Software businesses will not be integrated
successfully and unanticipated costs of such integration; failure of the
combined company to retain and hire key executives, technical personnel and
other employees; failure of the combined company to manage its growth and the
difficulty of successfully managing a larger, more geographically dispersed
organization; failure of the combined company to successfully manage its
changing relationships with customers, suppliers and strategic customers;
failure of the combined company's customers to accept the new product offerings.
For a detailed discussion of these and other cautionary statements, please refer
to each company's respective filings with the Securities and Exchange
Commission, including, where applicable, their most recent filings on Form 10-K
and 10-Q, webMethods' Registration Statement on Form S-1, as amended, and the
joint proxy statement/prospectus to be filed by both companies as described
below. webMethods' and Active Software's filings with the SEC are available to
the public from commercial document-retrieval services and at the Web site
maintained by the SEC at http://www.sec.gov.
Where You Can Find Additional Information
Investors and security holders of both webMethods and Active Software are
advised to read the joint proxy statement/prospectus regarding the business
combination transaction referenced in the foregoing information, when it becomes
available, because it will contain important information. webMethods and Active
Software expect to mail a joint proxy statement/prospectus about the transaction
to their respective stockholders. Such joint proxy statement/prospectus will be
filed with the Securities and Exchange Commission by both companies. Investors
and security holders may obtain a free copy of the joint proxy
statement/prospectus (when available) and other documents filed by the companies
at the Securities and Exchange Commission's web site at http://www.sec.gov. The
joint proxy statement/prospectus and such other documents may also be obtained
from webMethods or Active Software by directing such requests to the respective
addresses listed above.
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<PAGE>
SOLICITATION OF PROXIES; INTERESTS OF CERTAIN PERSONS IN THE MERGER.
Active Software, webMethods and their respective directors and executive
officers, who may be considered participants in this transaction, and certain
other members of management and employees may be soliciting proxies from Active
Software's stockholders and webMethods' stockholders in favor of approval and
adoption of the merger agreement. The following are the directors and executive
officers of Active Software:
<TABLE>
<CAPTION>
Name Position
- ---- --------
<S> <C>
R. James Green................. Chief Executive Officer, President and Chairman of the Board of Directors
Rafael Bracho.................. Chief Technology Officer, Executive Vice President and Director
Jon A. Bode.................... Chief Financial Officer and Vice President, Finance and Administration
Edwin C. Winder................ Senior Vice President, Worldwide Sales
Sydney Springer................ Vice President, Engineering
John M. Dempsey................ Vice President, Professional Services
M. Zack Urlocker............... Vice President, Marketing
Michael J. Odrich.............. Director
Kevin R. Compton............... Director
James P. Gauer................. Director
Todd Rulon-Miller.............. Director
Roger S. Siboni................ Director
</TABLE>
The following are the directors and executive officers of webMethods:
<TABLE>
<CAPTION>
Name Position
- ---- --------
<S> <C>
Phillip Merrick......... Chairman of the Board, President and Chief Executive Officer
Mary Dridi.............. Chief Financial Officer and Treasurer
David Mitchell.......... Chief Operating Officer
Charles Allen........... Vice President, Product Marketing
Chase Bailey............ Director
Robert Cook............. Director
Dennis Jones............ Director
Michael Levinthal....... Director
Jack Lewis.............. Director and Secretary
Gene Riechers........... Director
Robert Vasan............ Director
</TABLE>
The directors and executive officers of Active Software have interests in the
merger, some of which may differ from, or may be in addition to, those of Active
Software stockholders generally. Those interests include:
* in connection with the merger, R. James Green and certain other key
employees of Active Software will enter into employment agreements with
Active Software and noncompetition agreements with webMethods which will be
effective as of the closing date of the merger;
* in connection with the merger, the unvested portions of certain stock
options and restricted stock held by directors and executive officers of
Active Software will become vested and exercisable;
* R. James Green and one other individual director of Active Software not yet
determined will become members of the board of directors of webMethods in
connection with the merger; and
* certain of the executive officers of Active Software may receive payments
pursuant to the merger that are considered to be "parachute payments" under
the Internal Revenue Code of 1986.
webMethods and its officers and directors may be deemed to be participants in
the solicitation of proxies from webMethods's stockholders with respect to the
transactions contemplated by the agreement. Information regarding such officers
and directors is included in webMethods' Registration Statement on Form S-1, as
amended, filed with the Securities and Exchange Commission. This document is
available free of charge at the Securities and Exchange Commission's Web site at
http://www.sec.gov and from the webMethods contact listed above.
Active Software and its officers and directors may be deemed to be participants
in the solicitation of proxies from stockholders of Active Software with respect
to the transactions contemplated by the agreement. Information regarding such
officers and directors is included in Active Software's Annual Report on Form
10-K for the fiscal year ended December 31, 1999 and in its proxy statement for
its 2000 annual meeting, filed with the Securities and Exchange Commission.
This document is available free of charge at the Securities and Exchange
Commission's Web site at http://www.sec.gov and from the Active Software contact
listed above.
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<PAGE>
WebMethods, Inc. distributed the following press release on May 22, 2000.
WEBMETHODS TO ACQUIRE
ACTIVE SOFTWARE
CONFERENCE CALL
MONDAY, MAY 22, 2000, 10 AM EDT
webMethods (Nasdaq:WEBM), in conjunction with the announcement of the
acquisition of Active Software (Nasdaq: ASWX), will host a conference call for
investors analysts and the media.
Summary
- -------
webMethods, Inc. (Nasdaq:WEBM), the leading provider of business-to-business
integration (B2Bi) solutions, today announced it has signed a definitive
agreement to acquire Active Software, Inc. (Nasdaq:ASWX), a leading provider of
enterprise eBusiness infrastructure software, in an all- stock transaction. This
acquisition brings together two infrastructure leaders whose software solutions
fully address the integration requirements of Global 2000 companies and industry
trading exchanges, both within the enterprise and across business-to-business
(B2B) trading networks. The transaction, valued at approximately $1.3 billion
based upon the Friday, May 19, 2000 closing price of webMethods common stock, is
expected to be accounted for as a pooling-of-interests.
Conference Call Details
- -----------------------
TIME: 10:00 AM EST
DIAL: + 1 (800) 819-9193 within North America
+ 1 (913) 981-4911 outside North America
A replay of this call will be available through Friday, June 2, 2000 by dialing
the following numbers (888) 203-1112 or (719) 457-0820, confirmation number
890682.
For Further Information Please Contact:
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Dave Spille
Phone: +1.703.460.5972
E-mail: [email protected]
Where You Can Find Additional Information
Investors and security holders of both webMethods and Active Software are
advised to read the joint proxy statement/prospectus regarding the business
combination transaction referenced in the foregoing information, when it becomes
available, because it will contain important information. webMethods and Active
Software expect to mail a joint proxy statement/prospectus about the transaction
to their respective stockholders. Such joint proxy statement/prospectus will be
filed with the Securities and Exchange Commission by both companies. Investors
and security holders may obtain a free copy of the joint proxy
statement/prospectus (when available) and other documents filed by the companies
at the Securities and Exchange Commission's web site at http://www.sec.gov. The
joint proxy statement/prospectus and such other documents may also be obtained
from webMethods or Active Software by directing such requests to the respective
addresses listed above.
webMethods and its officers and directors may be deemed to be participants in
the solicitation of proxies from webMethods's stockholders with respect to the
transactions contemplated by the agreement. Information regarding
-5-
<PAGE>
such officers and directors is included in webMethods' Registration Statement
on Form S-1, as amended, filed with the Securities and Exchange Commission.
This document is available free of charge at the Securities and Exchange
Commission's Web site at http://www.sec.gov and from the webMethods contact
listed above.
Active Software and its officers and directors may be deemed to be participants
in the solicitation of proxies from stockholders of Active Software with respect
to the transactions contemplated by the agreement. Information regarding such
officers and directors is included in Active Software's Annual Report on Form
10-K for the fiscal year ended December 31, 1999 and in its proxy statement for
its 2000 annual meeting, filed with the Securities and Exchange Commission.
This document is available free of charge at the Securities and Exchange
Commission's Web site at http://www.sec.gov and from the Active Software contact
listed above.
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