SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 2,2001 ARIBA, INC. -------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-26299 77-0439730 ---------------------------- ------------------------ ---------------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification Number) 1565 Charleston Road Mountain View, California 94043 (650) 930-6200 -------------------------------------------------------------------------------- (Addresses, including zip code, and telephone numbers, including area code, of principal executive offices) ITEM 5. OTHER EVENTS. On April 2, 2001, Ariba, Inc., a Delaware corporation ("Ariba"), Silver Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Ariba ("Merger Sub"), and Agile Software Corporation, a Delaware corporation ("Agile"), entered into a Termination Agreement and Release (the "Termination Agreement") pursuant to which the parties mutually agreed to terminate the Agreement and Plan of Merger and Reorganization, dated as of January 29, 2001, by and among Ariba, Merger Sub and Agile (the "Merger Agreement"). A copy of the Termination Agreement is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in its entirety.

On April 2, 2001, Ariba and Agile issued a joint press release announcing the termination of the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.2 and is hereby incorporated by reference in its entirety. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit No. Description. ---------- ------------ 99.1 Termination Agreement and Release, dated as of April 2, 2001, by and among Ariba, Inc., Silver Merger Corporation and Agile Software Corporation. 99.2 Joint Press Release, dated as of April 2, 2001, by Ariba, Inc. and Agile Software Corporation.

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. ARIBA, INC. DATE: April 2, 2001 By: /s/ Robert Calderoni ----------------------------- Robert Calderoni Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS Exhibit Number Description -------------- ----------- 99.1 Termination Agreement and Release, dated as of April 2, 2001, by and among Ariba, Inc., Silver Merger Corporation and Agile Software Corporation. 99.2 Joint Press Release, dated as of April 2, 2001, by Ariba, Inc. and Agile Software Corporation.

Exhibit 99.1 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

Exhibit A Joint Press Release

Exhibit 99.2 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.