8-K

UNITED STATES
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): March 5, 2007

VITRIA TECHNOLOGY, INC.

(Exact name of registrant as specified in charter)

Delaware	000-27207	77-0386311
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

945 Stewart Drive
Sunnyvale, CA 94085
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (408) 212-2700

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

          o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

          o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

          o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

          o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 99.1

Item 8.01. Other Events.

     On March 5, 2007, Vitria Technology, Inc. announced that at a Special Meeting of our stockholders held on March 5, 2007, our stockholders voted to adopt the Agreement and Plan of Merger, dated as of September 20, 2006, among Innovation Technology Group, Inc., ITG Acquisition, Inc., a wholly-owned subsidiary of Innovation Technology Group, Inc., and Vitria Technology, Inc. A copy of the press release is filed herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
99.1	Press Release, dated March 5, 2007, entitled “Vitria Stockholders Approve Merger”

SIGNATURE

     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.

	VITRIA TECHNOLOGY, INC.
Dated: March 5, 2007	By:	/s/ Michael D. Perry
		Michael D. Perry
		Senior Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit
Number	Description
99.1	Press Release, dated March 5, 2007, entitled “Vitria Stockholders Approve Merger”

EX-99.1

Exhibit 99.1

Press Contact
Michael D. Perry
Sr. VP & CFO
408-212-2260
mperry@vitria.com

FOR IMMEDIATE RELEASE

Vitria Stockholders Approve Merger

Sunnyvale, Calif. — March 5, 2007 — Vitria Technology, Inc. (NASDAQ: VITR) announced that, at a Special Meeting of Stockholders held today, March 5, 2007, the stockholders of Vitria approved the Agreement and Plan of Merger, dated as of September 20, 2006, among Innovation Technology Group, Inc., ITG Acquisition, Inc., a wholly-owned subsidiary of Innovation Technology Group, Inc., and Vitria. Vitria anticipates that the effective time of the merger will be following the close of the markets on March 7, 2007, subject to the satisfaction or waiver of closing conditions.

At the effective time of the merger, each outstanding share of Vitria common stock, other than any shares held by Innovation Technology, ITG Acquisition, Inc., JoMei Chang, Ph.D., a member of the Board of Directors of Vitria, and M. Dale Skeen, Ph.D., a member of the Board of Directors of Vitria and the current Chief Executive Officer of Vitria, Vitria or its subsidiaries, or any stockholders who are entitled to and who properly exercise appraisal rights under Delaware law, will be cancelled and converted into the right to receive $2.75 in cash, without interest.

About Vitria Technology, Inc.

Vitria Technology, Inc., an award-winning provider of award-winning business process integration products and solutions, combines technology leadership with industry expertise in healthcare and insurance, financial services, telecommunications and manufacturing to dramatically improve strategic business processes across systems, people and trading partners. With 11 offices around the world, Vitria’s customer base includes blue chip companies such as AT&T, Bell Canada, BellSouth, The Blue Cross Blue Shield Association, British Petroleum, British Telecom, DaimlerChrysler Bank, Generali, Nissan, The Goodyear Tire & Rubber Company, PacifiCare Health Systems, Reynolds & Reynolds, Royal Bank of Canada, Sprint, Trane and the U.S. Departments of Defense and Veterans Affairs. For more information, call +1-408-212-2700, email info@vitria.com or visit www.vitria.com.

Forward Looking Statements

This press release regarding the adoption of the merger agreement by Vitria stockholders includes forward-looking statements, based on current expectations, that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those referred to in the forward-looking statements. Such factors include, but are not limited to: uncertainties about the timing of the merger and the satisfaction of closing conditions to the

merger; litigation resulting from the signing of the merger agreement or the associated transactions; and general economic and market conditions. Details on these and other risks are set forth in Vitria’s Definitive Proxy Statement for the Special Meeting regarding the merger agreement, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. These filings are available on a website maintained by the Securities and Exchange Commission at www.sec.gov. Vitria, Innovative Technology Group, Inc. and ITG Acquisition, Inc. assume no obligation to update the information in this news release.

Additional Information and Where to Find It

Vitria Technology, Inc. has filed a Definitive Proxy Statement, in connection with the merger. Investors and security holders may obtain free copies of the Definitive Proxy Statement and other documents filed with the SEC at the SEC’s web site at www.sec.gov.