-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E/a++jovKTZ2zmh+C4x0gOx6a5a3mW209sk8oVd5B70qVCy3A6SNBZ7Z5ESU90G9 sH5CAp9broD5LufuqxCfbg== 0001012870-01-500326.txt : 20010420 0001012870-01-500326.hdr.sgml : 20010420 ACCESSION NUMBER: 0001012870-01-500326 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010418 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARIBA INC CENTRAL INDEX KEY: 0001084755 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770439730 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56465 FILM NUMBER: 1605042 BUSINESS ADDRESS: STREET 1: 1565 CHARLESTON RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 6509306200 MAIL ADDRESS: STREET 1: 1565 CHARLESTON RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AGILE SOFTWARE CORP CENTRAL INDEX KEY: 0001088653 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770397905 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE ALMADEN BOULEVARD CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089753900 MAIL ADDRESS: STREET 1: ONE ALMADEN BOULEVARD CITY: SAN JOSE STATE: CA ZIP: 95113 SC 13D/A 1 dsc13da.txt AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2) _________________________________________ Under the Securities Exchange Act of 1934 ARIBA, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 04033V104 - -------------------------------------------------------------------------------- (CUSIP Number) Thomas P. Shanahan Chief Financial Officer Agile Software Corporation One Almaden Boulevard, 12th Floor San Jose, CA 95113 Copy to: Gregory M. Gallo and Bruce E. Schaeffer Gray Cary Ware & Freidenrich LLP 400 Hamilton Avenue Palo Alto, CA 94301-1809 (650) 833-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 2, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box. [_] NOTE. Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-1(A) for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D/A (Amendment No. 2) - ---------------------------------------------- CUSIP NO. 04033V104 - ---------------------------------------------- 1 NAME OF REPORTING PERSON Agile Software Corporation I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Tax ID Number: 77-0397905 - --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER NONE SHARES ---------------------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY NONE ---------------------------------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER NONE REPORTING ---------------------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER NONE WITH - --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON NONE - --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0% - --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ---------------------------------------------------------------------------------------------------------
SCHEDULE 13D/A (Amendment No. 2) This Statement constitutes Amendment No. 2 to the Schedule 13D filed February 8, 2001, by Agile Software Corporation, a Delaware corporation ("Agile"). Only those items which are hereby reported are amended. All other items remain unchanged. All capitalized terms shall have the meanings assigned to them in the Schedule 13D as amended to date, unless otherwise indicated herein. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Item 3 is hereby amended by the addition of the following: Agile, Ariba, Inc., a Delaware corporation ("Issuer") and Silver Merger Corporation, a wholly-owned subsidiary of Issuer ("Merger Sub") entered into an Agreement and Plan of Merger and Reorganization dated as of January 29, 2001 (the "Merger Agreement") and an amendment to the Merger Agreement dated as of March 20, 2001 (the "Amendment") pursuant to which, subject to the terms and conditions stated therein, Merger Sub was to merge with and into Agile and Agile was to continue as the surviving corporation and a wholly-owned subsidiary of Issuer. Contemporaneously with the execution of the Merger Agreement, Agile, Issuer and certain stockholders or employees of each of Agile and Issuer, as the case may be, entered into (i) a Company Stock Option Agreement, (ii) Parent Voting Agreements, (iii) Company Voting Agreements, (iv) Affiliate Agreements and (v) Employment Agreements (collectively, the "Ancillary Agreements"). On April 2, 2001, Agile, Issuer and Merger Sub entered into a Mutual Termination Agreement and Release dated as of April 2, 2001 (the "Termination Agreement") pursuant to which Agile, Issuer and Merger Sub terminated the Merger Agreement, the Amendment and the Ancillary Agreements. Pursuant to such Termination Agreement, the termination will be effected without a termination fee and Agile, Issuer and Merger Sub have agreed to release each other and other interested parties from all rights, obligations, liabilities and claims in connection with the Merger Agreement, Amendment and Ancillary Agreements. The Termination Agreement is attached as Exhibit 5 to this Schedule and the Joint Press Release issued on April 2, 2001, by Agile and Issuer in connection with the Termination Agreement is attached as Exhibit 6 to this Schedule. Item 4. Purpose of Transaction. ---------------------- Item 4 is hereby amended by the addition of the following: (a) - (b) As discussed in Item 3, above, Agile, Issuer and Merger Sub entered the Merger Agreement and Amendment pursuant to which, subject to the terms and conditions stated therein, Merger Sub was to merge with and into Agile and Agile was to continue as the surviving corporation and a wholly-owned subsidiary of Issuer. Contemporaneously with the execution of the Merger Agreement, Agile, Issuer and certain stockholders or employees of each of Agile and Issuer, as the case may be, entered into the Ancillary Agreements. On April 2, 2001, Agile, Issuer and Merger Sub entered into the Termination Agreement pursuant to which Agile, the Issuer and Merger Sub terminated the Merger Agreement, the Amendment and the Ancillary Agreements. Pursuant to such Termination Agreement, the termination will be effected without a termination fee and Agile, Issuer and Merger Sub have agreed to release each other and other interested parties from all rights, obligations, liabilities and claims in connection with the Merger Agreement, Amendment and Ancillary Agreements. (d) As a result of the Termination Agreement, the directors of Merger Sub shall not become the directors of the Surviving Corporation. Item 5 Interest in Securities of the Issuer. ------------------------------------ Item 5 is hereby amended by the addition of the following: (a), (b) and (e) As a result of the Termination Agreement, as of April 2, 2001, Agile beneficially owns none of Issuer's Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of the Issuer. - --------------------------- As described in Items 3 above, Agile, Issuer and Merger Sub entered the Merger Agreement and Amendment pursuant to which, subject to the terms and conditions stated therein, Merger Sub was to merge with and into Agile and Agile was to continue as the surviving corporation and a wholly-owned subsidiary of Issuer. Contemporaneously with the execution of the Merger Agreement, Agile, the Issuer and certain stockholders or employees of each of Agile and Issuer, as the case may be, entered into the Ancillary Agreements. On April 2, 2001, Agile, Issuer and Merger Sub entered into the Termination Agreement pursuant to which Agile, Issuer and Merger Sub terminated the Merger Agreement, the Amendment and the Ancillary Agreements. Pursuant to such Termination Agreement, the termination will be effected without a termination fee and Agile, Issuer and Merger Sub have agreed to release each other and other interested parties from all rights, obligations, liabilities and claims in connection with the Merger Agreement, Amendment and Ancillary Agreements. Item 7. Materials to be Filed as Exhibits. --------------------------------- Item 7 is hereby amended by the addition of the following: The following documents are exhibits: 5. Mutual Termination Agreement and Release, dated April 2, 2001, by and among Ariba, Inc., Silver Merger Corporation, and Agile Software Corporation. 6. Joint Press Release by Ariba, Inc. and Agile Software Corporation announcing the termination of the Merger Agreement. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 17, 2001 AGILE SOFTWARE CORPORATION By:/s/ THOMAS P. SHANAHAN ---------------------- Thomas P. Shanahan EXHIBIT INDEX -------------
Exhibit - ------- 5. Mutual Termination Agreement and Release, dated April 2, 2001, by and among Ariba, Inc., Silver Merger Corporation, and Agile Software Corporation. 6. Joint Press Release by Ariba, Inc. and Agile Software Corporation announcing the termination of the Merger Agreement.
EX-5 2 dex5.txt MUTUAL TERMINATION AGREEMENT AND RELEASE EXHIBIT 5 MUTUAL TERMINATION AGREEMENT AND RELEASE This MUTUAL TERMINATION AGREEMENT AND RELEASE dated as of April 2, 2001 (this "Agreement") is made and entered into by and among Ariba, Inc., a Delaware corporation ("Parent"), Silver Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Agile Software Corporation, a Delaware corporation ("Company"). Parent, Merger Sub and Company are collectively referred to herein as the "Parties" and each individually as a "Party." Unless defined herein, capitalized terms have the meaning given them in the Merger Agreement (as defined below). WHEREAS, the Parties entered into an Agreement and Plan of Merger and Reorganization dated as of January 29, 2001 (the "Merger Agreement") and an amendment to the Merger Agreement dated as of March 20, 2001 (the "Amendment") pursuant to which, subject to the terms and conditions stated therein, Merger Sub was to merge with and into Company and Company was to continue as the surviving corporation and a wholly-owned subsidiary of Parent; WHEREAS, contemporaneously with the execution of the Merger Agreement, Parent, Company and certain stockholders or employees of each of Parent and Company, as the case may be, entered into (i) a Company Stock Option Agreement, (ii) Parent Voting Agreements, (iii) Company Voting Agreements, (iv) Affiliate Agreements and (v) Employment Agreements (collectively, the "Ancillary Agreements"); WHEREAS, Section 8.01(a) of the Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Effective Time by mutual written consent duly authorized by the Boards of Directors of Parent and Company; and WHEREAS, the Boards of Directors of each of Parent and Company have determined to terminate each of the Merger Agreement, the Amendment and each of the Ancillary Agreements as provided herein and release each other from all duties, rights, claims, obligations and liabilities arising from, in connection with, or relating to, the Merger Agreement, the Amendment and the Ancillary Agreements, all as provided herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: 1. Termination of Merger Agreement. The Parties agree that, effective ------------------------------- immediately, (i) the Merger Agreement and the Amendment are hereby terminated pursuant to Section 8.01(a) of the Merger Agreement and (ii) the Ancillary Agreements are hereby terminated, and none of such agreements will be of any further force or effect as of the date hereof. 2. Release of Company by Parent and Merger Sub. Parent and Merger Sub ------------------------------------------- do hereby unequivocally release and discharge Company and any of its officers, directors, agents, managers, employees, representatives, stockholders, legal and financial advisors, parents, subsidiaries, affiliates, principals or partners, and any heirs, executors, administrators, successors or assigns of any said person or entity (the "Company Releasees"), from any and all actions, causes of action, choses in action, cases, claims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, injuries, harms, damages, judgments, remedies, extents, executions, demands, liens and liabilities whatsoever, in law, equity or otherwise (collectively, "Actions"), arising under, in connection with or relating to the Merger Agreement, the Amendment or the Ancillary Agreements or the transactions contemplated thereby, or any action or failure to act under the Merger Agreement, the Amendment, the Ancillary Agreements or in connection therewith, or in connection with the events leading to the abandonment of the Merger and the termination of the Merger Agreement, the Amendment and the Ancillary Agreements, or in connection with any press release, public disclosure or private communication relating to the Merger Agreement, the Amendment or the Ancillary Agreements or the transactions contemplated thereby, which have been asserted against the Company Releasees or which, whether currently known or unknown, Parent or Merger Sub, or any successors or assigns of any said entities, ever could have asserted or ever could assert, in any capacity, against the Company Releasees, relating to any claims, or any transactions and occurrences from any time in connection with the foregoing; provided, however, the Company Releasees are not released from any Actions which may arise under this Agreement. 3. Release of Parent and Merger Sub by Company. Company does hereby ------------------------------------------- unequivocally release and discharge Parent and Merger Sub and any of their respective officers, directors, agents, managers, employees, representatives, stockholders, legal and financial advisors, parents, subsidiaries, affiliates, principals or partners, and any heirs, executors, administrators, successors or assigns of any said person or entity (the "Parent Releasees"), from any and all Actions arising under, in connection with or relating to the Merger Agreement, the Amendment or the Ancillary Agreements or the transactions contemplated thereby, or any action or failure to act under the Merger Agreement, the Amendment, the Ancillary Agreements or in connection therewith, or in connection with the events leading to the abandonment of the Merger and the termination of the Merger Agreement, the Amendment and the Ancillary Agreements, or in connection with any press release, public disclosure or private communication relating to the Merger Agreement, the Amendment or the Ancillary Agreements or the transactions contemplated thereby, which have been asserted against the Parent Releasees or which, whether currently known or unknown, Company, or any successors or assigns of any said entities, ever could have asserted or ever could assert, in any capacity, against the Parent Releasees, relating to any claims, or any transactions and occurrences from any time in connection with the foregoing; provided, however, the Parent Releasees are not released from any Actions which may arise under this Agreement. 4. Publicity. Attached hereto as Exhibit A is the form of joint press --------- release to be issued by Parent and Company on signing of this Agreement with respect to this Agreement and the termination of the Merger Agreement, the Amendment and the Ancillary Agreements. Except as required by law or applicable listing agreement with a stock exchange, no other press release shall be issued regarding the termination of the Merger Agreement by either Parent or Company without the prior written consent of the other. 5. Representations of the Parties. Parent and Merger Sub, on the one ------------------------------ hand, and the Company, on the other hand, represents to the other Party that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and in good standing; (b) it has power to execute and perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance; (c) such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its charter or bylaws, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (d) all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (e) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms; and (f) it beneficially owns no shares of any other Party (except that Parent owns all of the shares of Merger Sub). 6. Waiver. Any term of this Agreement may be waived at any time by ------ the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by any laws or otherwise afforded, will be cumulative and not alternative. 7. Amendment. This Agreement may be amended, supplemented or modified --------- only by a written instrument duly executed by or on behalf of each Party hereto. 8. No Assignment; Binding Effect. Neither this Agreement nor any ----------------------------- right, interest or obligation hereunder may be assigned by any Party hereto without the prior written consent of the other Parties hereto and any attempt to do so will be void, except for assignments and transfers by operation of any laws. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and assigns. 9. Entire Agreement. This Agreement supercedes all prior discussions, ---------------- representations, warranties and agreements, both written and oral, among the Parties with respect to the subject matter hereof, and contains the sole and entire agreement among the Parties with respect to the subject matter hereof. No prior drafts of this Agreement and no words or phrases from any such prior drafts shall be admissible into evidence in any action, suit or other proceeding involving this Agreement. Notwithstanding the foregoing, this Agreement does not terminate the Non-Disclosure Agreement dated January 22, 2001 between the Company and Parent. 10. Third Party Beneficiaries. There are no third party beneficiaries ------------------------- to this Agreement except for the Parent Releasees, the Company Releasees and parties to the Ancillary Documents that are not parties to this Agreement. 11. Headings. The headings used in this Agreement have been inserted -------- for convenience of reference only and do not define or limit the provisions hereof. 12. Invalid Provisions. If any provision of this Agreement is held to ------------------ be illegal, invalid or unenforceable under any present or future laws, and if the rights or obligations of any Party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Notwithstanding anything in this Agreement to the contrary, if for any reason any of the releases contained in Sections 2 or 3 hereof are avoided, nullified or otherwise rendered ineffective, then all releases in Section 2 or 3 hereof shall be rendered invalid and unenforceable and this Agreement shall be automatically reformed to delete Sections 2 and 3 herefrom. 13. Injunctive Relief. The Parties agree that irreparable damage ----------------- would occur in the event that any of the provisions of this Agreement was not performed in accordance with its specified terms or was otherwise breached and that money damages would not be an adequate remedy for any breach of this Agreement. It is accordingly agreed that in any proceeding seeking specific performance each of the Parties will waive the defense of adequacy of a remedy at law. Each of the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. 14. Governing Law. This Agreement shall be interpreted under the laws ------------- of the State of Delaware without reference to Delaware conflicts of law provisions. 15. Waiver of Jury Trial. Each of Parent, Company and Merger Sub -------------------- hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, Company or Merger Sub in the negotiation, administration, performance and enforcement thereof. 16. Counterparts. This Agreement may be executed in any number of ------------ counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, Parent, Merger Sub and Company have caused this Mutual Termination Agreement and Release to be duly executed as of the date first above written by their respective officers duly authorized. ARIBA, INC. By: /s/ Keith Krach ------------------------------- Keith Krach Chief Executive Officer and Chairman of the Board SILVER MERGER CORPORATION By: /s/ Robert Calderoni ------------------------------- Robert Calderoni Chief Executive Officer AGILE SOFTWARE CORPORATION By: /s/ Bryan D. Stolle ------------------------------- Bryan D. Stolle Chief Executive Officer and President EX-6 3 dex6.txt JOINT PRESS RELEASE EXHIBIT 6 [LOGO OF ARIBA] [LOGO OF AGILE] Contact: Stefanie Elkins Ariba, Inc. 650-930-6200 investor@ariba.com ------------------ Hilary Spartz Agile Software Corporation 408-975-7847 Hilary.spartz@agilesoft.com ARIBA AND AGILE ANNOUNCE MUTUAL TERMINATION OF MERGER AGREEMENT MOUNTAIN VIEW, Calif. and SAN JOSE, Calif - April 2, 2001 - Ariba, Inc. (Nasdaq: ARBA) and Agile Software Corporation (Nasdaq: AGIL) today announced that, due to the challenging economic and market conditions, they have mutually agreed to terminate their proposed merger agreement without payment of any termination fees. "We are disappointed that adverse economic and market conditions prevent the merger with Agile from proceeding as planned," said Keith Krach, chairman, and chief executive officer of Ariba. "Ariba will continue to focus on extending its leadership position in e-commerce and delivering the applications and network solutions that enable customers to automate their business processes and interactions with trading partners." "These are clearly difficult economic times. Focusing on customer success in implementing mission-critical systems for key business processes has always served Agile well, in good times or bad. As we go forward from here, we will redouble our efforts in this area," said Bryan Stolle, chairman and chief executive officer of Agile. "Although disappointed in not being able to complete this merger, Agile and Ariba share a leadership position and vision for automating inter-enterprise business processes, and we plan to continue to leverage our strengths and broaden our collaborative manufacturing commerce offerings to provide added value to our customers." Ariba Conference Call The company will be holding a conference call today at 2:00 pm PT. The dial-in number is (719) 457-2654. There will be a live web broadcast available on the investor relations web site at www.ariba.com. A replay of this call will be ------------- available at 4:00 PT by dialing (719) 457-0820, passcode 462-927. Agile Conference Call Agile will conduct a conference call for investors and media tomorrow, April 3, 2001 at 2:00 p.m. PST. The dial-in number is 1-888-604-5272. There will be a live web broadcast available on the investor relations website at www.agilesoft.com. - ----------------- About Ariba Ariba, Inc. is the leading business-to-business (B2B) eCommerce platform, provider. Through the Ariba B2B Commerce Platform - an open, end-to-end infrastructure of interoperable software solutions and hosted Web-based commerce services - the company enables efficient online trade, integration and collaboration between B2B marketplaces, buyers, suppliers and commerce service providers. The global reach and best-of-breed functionality of the Ariba B2B Commerce Platform creates Internet-driven economies of scale and process efficiencies for leading companies around the world. Ariba can be contacted in the U.S. at +1.650.930.6200 or at www.ariba.com. ------------- About Agile Agile Software Corporation (Nasdaq: AGIL) is a leading supplier of business-to- business collaborative manufacturing commerce solutions. Agile products enable supply chain partners to communicate and collaborate over the Internet about new or changing product content, and then source and procure the required components. At MyAgile.comTM, Agile also provides the dispersed supply chain with mission-critical eServices such as online marketplaces, custom part procurement, wireless access, and components research. Agile customers include Amkor Technologies, Compaq Computer, Dell Computer, Flextronics International, Flow International, GE Medical Systems, International Paper, Juniper Networks, Lucent Technologies, Nvidia, Philips, Sycamore Networks, Texas Instruments, Zhone Technologies, and others. For more information, call 408-975 3900, or visit Agile at www.agilesoft.com. ----------------- NOTE: Ariba and the Ariba logo are registered trademarks of Ariba, Inc. in the United States and in other countries. Ariba B2B Commerce Platform, Ariba Buyer and Ariba Commerce Services Network are trademarks of Ariba Inc. Ariba Safe Harbor Safe Harbor Statement Under the Private Securities Litigation Reform Act 1995: Information and announcements in this release involve Ariba's expectations, beliefs, hopes, plans, intentions or strategies regarding the future and are forward-looking statements that involve risks and uncertainties. All forward- looking statements included in this release are based upon information available to Ariba as of the date of the release, and we assume no obligation to update any such forward-looking statements. These statements are not guarantees of future performance and actual results could differ materially from our current expectations. Factors that could cause or contribute to such differences include, but are not limited to: delays in development or shipment of new versions of our Ariba B2B Commerce Platform; lack of market acceptance of the Ariba B2B Commerce Platform or other new products or services; inability to continue to develop competitive new products and services on a timely basis; introduction of new products or services by major competitors; our ability to attract and retain qualified employees; difficulties in assimilating companies previously acquired, including Tradex, Trading Dynamics, and SupplierMarket.com; inability to expand our operations to support increased growth; the recognition of an increasing portion of revenues at the end of the quarter; declining economic conditions, including a recession; inability to control costs; changes in our pricing or compensation policies; inability to successfully manage a reduction in the company's workforce; and significant fluctuations in our stock price. These and other factors and risks associated with our business are discussed in the Company's Form 10-K filed December 29, 2000 and Form 10-Q filed February 14, 2001. Agile Safe Harbor This "Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995: Information in this release that involves Agile's beliefs, hopes, plans, expectations, intentions or strategies regarding the future consists of forward- looking statements that involve risks and uncertainties, which are based upon information available to Agile as of the date of the release, and we assume no obligation to update any such forward-looking statement. These statements are not guarantees of future performance and actual results could differ materially from our current expectations. Factors that could cause or contribute to such differences include, but are not limited to, declining economic conditions including a possible recession, cutbacks by our customers in their purchases of software such as ours, delays and difficulties in introducing new products and upgrades of existing versions of our products; lack of market acceptance of Agile Anywhere(TM) or Agile Buyer or other new products or services; inability to continue timely delivery of competitive new products and services; introduction of new products or services by major competitors; risks related to the Internet on our business and prospects; and our ability to recruit or retain necessary personnel and significant fluctuations in our stock price. These and other factors and risks associated with our business are discussed in the Company's Form 10-K filed July 24, 2000 and Form 10-Q filed on March 12, 2001. Agile Software, the Agile Software logo, Agile Anywhere, Agile Buyer, Agile NetCCB, and MyAgile.com are trademarks of Agile Software Corporation in the U.S. and/or other countries. All other brand or product names are trademarks and registered trademarks of their respective holders. -----END PRIVACY-ENHANCED MESSAGE-----