8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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) May 28, 2003

AGILE SOFTWARE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-27071	77-0397905
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Almaden Boulevard

San Jose, California 95113-2211

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (408) 975-3900

(Former name or former address, if changed since last report)

Item 7.    Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.	Description
99.1	Press release dated May 28, 2003

Item 9.    Regulation FD Disclosure

In accordance with Securities and Exchange Commission Release No. 33-8216, the following information, which is intended to be furnished under Item 12, “Results of Operations and Financial Condition,” is instead being furnished under Item 9, “Regulation FD Disclosure.” The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On May 28, 2003, Agile Software Corporation (the “Company”) issued a press release regarding the Company’s financial results for its fourth fiscal quarter and year ended April 30, 2003. The full text of the Company’s press release is attached hereto as Exhibit 99.1.

The Company provides in the press release certain non-GAAP financial measures, including non-GAAP net loss and non-GAAP net loss per share. These non-GAAP financial measures exclude from the directly comparable GAAP measures, where applicable, amortization of goodwill and intangible assets, stock compensation expense, acquired in-process technology, merger-related benefit, restructuring and other charges and impairment of equity investments. As required by Regulation G, the press release contains a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures. The Company believes the non-GAAP measures are useful to investors because they provide an alternative method for measuring the operating performance of the Company’s business, excluding certain non-cash or non-recurring items that would normally be included in the most directly comparable GAAP financial measure. The Company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’s operating performance. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as reported by the Company may not be comparable to similarly titled items reported by other companies.

SIGNATURES

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.

	AGILE SOFTWARE CORPORATION
Date: May 28, 2003	By:	/s/    CAROLYN V. AVER
		Carolyn V. Aver, Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated May 28, 2003

EX-99.1

EXHIBIT 99.1

P R E S S    R E L E A S E Agile Software Corporation One Almaden Boulevard San Jose, CA 95113-2253 Voice: (408) 975-3900 Fax: (408) 271-4862

Investor Contact:	Media Contact:
Rick Browne	Terri Pruett
Agile Software	Agile Software
Vice President, Finance	Director of Corporate Communications
Rick.Browne@agile.com	Terri.Pruett@agile.com
408-975-3984	408-975-7840

Agile Reports Fourth Quarter Results for Fiscal 2003

Quarterly Revenues Up 26% over Prior Year

San Jose, Calif., May 28, 2003—Agile Software Corporation (Nasdaq: AGIL) today announced results for the fourth quarter of fiscal 2003, which ended April 30, 2003. Total revenues for the quarter were $19.1 million, compared to $15.2 million for the fourth quarter of fiscal 2002. License revenues for the fourth quarter of fiscal 2003 were $8.9 million, compared to $6.2 million for the fourth quarter of fiscal 2002.

Net loss for the fourth quarter of fiscal 2003, on a generally accepted accounting principles (GAAP) basis, was $3.0 million or ($0.06) per share, compared to $18.7 million, or ($0.39) per share, for the fourth quarter of fiscal 2002.

Non-GAAP net loss, for the fourth quarter of fiscal 2003 was $2.3 million, or ($0.05) per share, compared to a non-GAAP net loss of $11.6 million, or ($0.24) per share, for the fourth quarter of fiscal 2002. Reconciliation between net loss on a GAAP basis and non-GAAP net loss is provided in a table immediately following the non-GAAP Condensed Consolidated Statement of Operations below.

Total revenues for the fiscal year ended April 30, 2003 were $70.5 million, compared to total revenues of $77.8 million for the fiscal year ended April 30, 2002.

Net loss for the fiscal year ended April 30, 2003, on a GAAP basis, was $36.1 million, or ($0.75) per share, compared to a net loss of $34.5 million, or ($0.73) per share for the fiscal year ended April 30, 2002.

Non-GAAP net loss for fiscal year ended April 30, 2003 was $21.6 million, or ($0.45) per share, compared to a net loss of $26.6 million, or ($0.56) per share for the fiscal year ended April 30, 2002.

The company’s cash, cash equivalents, and short-term investments were $257.0 million at April 30, 2003. Days sales outstanding (DSO) at April 30, 2003 was 58 days.

Management Commentary

“Against the backdrop of a difficult economy and geopolitical turmoil, Agile continues to make progress financially and in the markets we serve,” said Bryan D. Stolle, Agile CEO. “Agile’s expanding suite of product lifecycle management (PLM) solutions, our track record of delivering customer value, and a strong leadership team continue to drive Agile’s performance. At the same time, we are making strategic use of our financial resources with targeted acquisitions that broaden and deepen our offerings, expand our presence in key categories and markets, and add talent to the team.”

Customer Wins and Expansions

During the quarter, the Company added 18 new customers. Organizations that purchased new or additional licenses of Agile’s PLM solutions include: ArthroCare, B/E Aerospace, GlaxoSmithKline, InFocus Systems, Jabil Circuit, Inc, Logitech, Matsushita Corporation, Manufacturers Services Ltd. (MSL), Metaldyne, NEC Access Technica, Quanta Computers, and Sharp Communications Systems.

Acquisition

This quarter Agile completed the acquisition of ProductFactory Inc. of Maynard, Massachusetts. The acquisition enhances Agile’s program management offering, Program Execution^SM.

Conference Call Details

Agile will discuss its fourth quarter and fiscal year-end results and management’s forward-looking guidance on a conference call today beginning at 2:00 p.m. Pacific Time. A webcast of the conference call will be available on Agile’s website at www.agile.com under the “Investor Relations” section. You may access replays of the webcast for ninety days after the call at http://www.agile.com/investors. Additional investor information can be accessed at www.agile.com or by calling Agile’s Investor Relations Department at (408) 975-3900.

About Agile Software

Agile Software Corporation (Nasdaq: AGIL) helps companies drive profits, accelerate innovation, collaborate with partners, and leverage intellectual property throughout the product lifecycle. With a broad suite of enterprise class PLM solutions, time-to-value focused implementations, and a unique Guaranteed Business

Results^SM program, Agile helps companies get the most from their products. Boeing, Dell Computer, Flextronics International, GE Medical, Hitachi, Metaldyne, Microsoft, and QUALCOMM are among the 850+ customers in the High Tech, Life Sciences, Automotive, Aerospace and Defense, Consumer Products, and Industrial Products industries that have realized high impact results through their use of Agile’s PLM solutions. For more information, call 408-975-3900 or visit Agile at www.agile.com.

“Safe Harbor” Statement Under the 1995 Private Securities Litigation Reform Act:

This release includes forward-looking statements regarding Agile’s financial results, business outlook, market conditions, long-term prospects, customer base and product performance. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those predicted in the forward-looking statements, and are based upon information available to Agile as of the release date. We assume no obligation to update any such statements. Factors that could cause actual results to differ include, but are not limited to, continued declining economic conditions that could affect the overall demand for our software and services resulting in decreased revenues or lower revenue growth; cutbacks, reductions and delays by customers in purchases of our software; inability to satisfy our requirements under our Guaranteed Business Results program; problems in performance of our newly released products and delays and difficulties in introducing competitive new products and upgrades of products; lengthening sales cycles for our products; and an increased number of transactions closing at the end of our quarters. These and other risk factors and risks associated with our business are discussed in our quarterly and annual reports filed with the Securities and Exchange Commission, and are available online by link at our website at www.Agile.com or at the SEC at http://www.sec.gov.

Agile Software is a registered trademark and Agile, Agile Product Collaboration, Agile Product Cost Management, Agile Product Service & Improvement, Agile Program Execution, Agile Engineering and the Agile logo are trademarks of Agile Software Corporation in the U.S. and/or other countries. All other brand or product names are trademarks and trade names of their respective holders.

Agile Software Corporation

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In thousands, except per share data)

(unaudited)

	Three Months Ended April 30,						Twelve Months Ended April 30,
	2003			2002			2003			2002
Revenues:
License	$	8,907		$	6,157		$	30,699		$	45,141
Professional services and maintenance		10,197			9,034			39,810			32,630
Total revenues		19,104			15,191			70,509			77,771
Cost of revenues:
License		886			584			2,790			3,107
Professional services and maintenance		4,364			3,403			18,151			13,921
Total cost of revenues		5,250			3,987			20,941			17,028
Gross profit		13,854			11,204			49,568			60,743
Operating expenses:
Sales and marketing		9,699			14,110			41,840			56,318
Research and development		5,580			8,484			26,357			33,491
General and administrative		1,724			1,961			6,927			7,386
Amortization of stock compensation		636			705			2,632			282
Acquired in-process technology		100			—			400			—
Amortization of goodwill and other intangible assets		—			189			—			756
Merger related benefit		—			—			—			(835	)
Restructuring and other charges		—			6,257			7,836			6,257
Total operating expenses		17,739			31,706			85,992			103,655
Loss from operations		(3,885	)		(20,502	)		(36,424	)		(42,912	)
Interest and other income, net		1,037			1,878			4,900			10,158
Impairment of equity investments		—			—			(3,673	)		(1,446	)
Loss before income taxes		(2,848	)		(18,624	)		(35,197	)		(34,200	)
Provision for income taxes		194			100			934			343
Net loss	$	(3,042	)	$	(18,724	)	$	(36,131	)	$	(34,543	)
Net loss per share:
Basic and diluted	$	(0.06	)	$	(0.39	)	$	(0.75	)	$	(0.73	)
Weighted average shares		48,841			48,004			48,495			47,451

Agile Software Corporation

NON-GAAP CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

See adjustments listed in table below which reconcile non-GAAP

financial measure of net loss to GAAP financial measure of net loss

(In thousands, except per share data)

(unaudited)

	Three Months Ended April 30,						Twelve Months Ended April 30,
	2003			2002			2003			2002
Revenues:
License	$	8,907		$	6,157		$	30,699		$	45,141
Professional services and maintenance		10,197			9,034			39,810			32,630
Total revenues		19,104			15,191			70,509			77,771
Cost of revenues:
License		886			584			2,790			3,107
Professional services and maintenance		4,364			3,403			18,151			13,921
Total cost of revenues		5,250			3,987			20,941			17,028
Gross profit		13,854			11,204			49,568			60,743
Operating expenses:
Sales and marketing		9,699			14,110			41,840			56,318
Research and development		5,580			8,484			26,357			33,491
General and administrative		1,724			1,961			6,927			7,386
Total operating expenses		17,003			24,555			75,124			97,195
Loss from operations		(3,149	)		(13,351	)		(25,556	)		(36,452	)
Interest and other income, net		1,037			1,878			4,900			10,158
Loss before income taxes		(2,112	)		(11,473	)		(20,656	)		(26,294	)
Provision for income taxes		194			100			934			343
Net loss	$	(2,306	)	$	(11,573	)	$	(21,590	)	$	(26,637	)
Net loss per share:
Basic and diluted	$	(0.05	)	$	(0.24	)	$	(0.45	)	$	(0.56	)
Weighted average shares		48,841			48,004			48,495			47,451
The above non-GAAP net loss has been adjusted to eliminate the following:
Amortization of stock compensation	$	636		$	705		$	2,632		$	282
Amortization of goodwill and purchased intangible assets		—			189			—			756
Acquired in-process technology		100			—			400			—
Merger related benefit		—			—			—			(835	)
Restructuring and other charges		—			6,257			7,836			6,257
Impairment of equity investments		—			—			3,673			1,446
	$	736		$	7,151		$	14,541		$	7,906

Agile Software Corporation

CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands)

(unaudited)

	April 30, 2003		April 30, 2002
ASSETS
Current assets:
Cash and cash equivalents	$	154,852	$	123,374
Short-term investments		102,115		162,175
Accounts receivable, net		12,061		6,538
Other current assets		6,295		8,052
Total current assets		275,323		300,139
Property and equipment, net		7,389		10,887
Other assets		8,238		8,038
	$	290,950	$	319,064
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and other liabilities	$	16,862	$	19,233
Deferred revenue		15,280		13,200
Total current liabilities		32,142		32,433
Accrued restructuring, non-current		2,562		—
		34,704		32,433
Total stockholders equity		256,246		286,631
	$	290,950	$	319,064