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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: February 11, 2000
Active Software, Inc.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 000-26367 94-3232772
State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
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3333 Octavius Drive
Santa Clara, CA 95054
(Address of principal executive offices, including zip code)
(408)988-0414
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On February 25, 2000, Active Software, Inc. filed a Form 8-K to report the
completion of its acquisition of Alier, Inc. Pursuant to Item 7 of the Form 8-K,
Active Software indicated that it would file certain financial information no
later than the date required by Item 7 of Form 8-K. This Amendment No. 3 is
being filed to adjust certain previously filed pro forma financial information.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
See Exhibit 99.1 for the audited financial statements of Alier, Inc. as
of and for the years ended December 31, 1999 and 1998.
(b) Pro Forma Financial Information
See Exhibit 99.2 for the unaudited pro forma condensed combined financial
statements that give effect to the merger between Active Software, Inc.
and Alier, Inc.
(c) Exhibits
2.1* Agreement and Plan of Reorganization dated as of January 19, 2000,
by and among Active Software, Inc., Igator Acquisitions Corp.,
Alier, Inc., and Alex Osborne and Scott Persinger, Shareholders of
Alier, Inc.
2.2* Registration Rights Agreement dated as of February 11, 2000, by and
among Active Software, Inc. and Alex Osborne, Scott Persinger,
David Lemberger and Carron Schmick.
23.1 Consent of Deloitte and Touche LLP, Independent Auditors
99.1 Audited financial statements of Alier, Inc. as of and for the years
ended December 31, 1999 and 1998.
99.2 Unaudited pro forma condensed combined financial statements that
give effect to the merger between Active Software, Inc. and Alier,
Inc.
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* Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Active Software, Inc.
Date: June 16, 2000 By: /s/ JON A. BODE
Jon A. Bode
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
2.1* Agreement and Plan of Reorganization dated as of January 19, 2000,
by and among Active Software, Inc., Igator Acquisitions Corp.,
Alier, Inc., and Alex Osborne and Scott Persinger, Shareholders of
Alier, Inc.
2.2* Registration Rights Agreement dated as of February 11, 2000, by and
among Active Software, Inc. and Alex Osborne, Scott Persinger,
David Lemberger and Carron Schmick.
23.1 Consent of Deloitte and Touche LLP, Independent Auditors
99.1 Audited financial statements of Alier, Inc. as of and for the years
ended December 31, 1999 and 1998.
99.2 Unaudited pro forma condensed combined financial statements that
give effect to the merger between Active Software, Inc. and Alier,
Inc.
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* Previously filed.
