8-K

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)             April 23, 2002            

                        TIBCO Software Inc.                        

(Exact name of registrant as specified in its charter)

Delaware	000-26579	77-0449727
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3303 Hillview Avenue

Palo Alto, California 94304-1213

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:                (650) 846-1000            

                                                     Not Applicable                                                             

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

Item 2.    Acquisition or Disposition of Assets.

On April 23, 2002, TIBCO Software Inc., a Delaware corporation (“TIBCO” or the “Registrant”), acquired Talarian Corporation, a Delaware corporation (“Talarian”), by the statutory merger (the “Merger”) of Talarian with and into Panther Acquisition Corp., a Delaware corporation and wholly owned subsidiary of TIBCO. The Merger was accomplished pursuant to the Agreement and Plan of Merger, dated as of January 4, 2002, among TIBCO, Panther and Talarian, and a related Certificate of Merger (collectively, the “Merger Agreements”). The Merger occurred following the approval of the Merger Agreements by the stockholders of Talarian pursuant to a stockholders meeting held on April 23, 2002 and satisfaction of certain other closing conditions. As a result of the Merger, TIBCO became the owner of 100% of the issued and outstanding shares of Talarian common stock and each outstanding share of Talarian common stock was converted into the right to receive (i) $2.65 in cash, without interest, and (ii) 0.21793 of a share of TIBCO common stock (the “Merger Consideration”).

A total of approximately $59,318,183 and 4,878,193 shares of TIBCO common stock will be paid and issued to the former Talarian stockholders and optionholders in exchange for the acquisition by TIBCO of all outstanding Talarian common stock and all unexpired and unexercised options to acquire Talarian common stock. Options to acquire Talarian common stock were assumed by TIBCO in the Merger and remain outstanding as options exercisable for the Merger Consideration.

No fractional shares of TIBCO common stock will be issued in connection with the Merger. In lieu thereof, any holder of Talarian common stock that would otherwise have been entitled to receive a fractional share of TIBCO common stock will paid the cash value of such fractional shares, which will be determined by multiplying (i) the fractional share of TIBCO common stock that any holder of Talarian common stock would otherwise be entitled to receive as a result of the Merger (after aggregating all fractional shares of TIBCO common stock that such holder would otherwise be entitled to receive) by (ii) $9.91, representing the average of the closing sales prices for one share of TIBCO common stock as reported on the Nasdaq National Market for the ten consecutive trading days ending (and including) April 22, 2002 (one day prior to the closing date of the Merger).

The shares issuable to the former stockholders of Talarian will be issued pursuant to a registration statement on Form S-4, pursuant to the Securities Act of 1933, as amended, which became effective as of March 21, 2002.

The Merger was structured as a forward triangular merger that is expected to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

The aggregate Merger Consideration payable and issuable by TIBCO as a result of the Merger was determined through arms’ length negotiations among the parties to the Merger Agreements.

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On April 24, 2002, TIBCO issued a press release relating to the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits

(a)    Financial Statements.

The Registrant previously reported the financial statements required by paragraph (a) of Item 7 of Form 8-K promulgated by the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in its Registration Statement on Form S-4 (File No. 333-82138) filed on February 5, 2002.

(b)    Pro Forma Financials.

The Registrant will provide the pro forma financial information required by paragraph (b) of Item 7 of Form 8-K promulgated by the Commission pursuant to the Exchange Act within 60 days after the date that the initial report on this Form 8-K must be filed.

(c)    Exhibits.

2.1	*	Agreement and Plan of Merger dated as of January 4, 2002 by and among TIBCO Software Inc., Panther Acquisition Corp. and Talarian Corporation.
2.2	*	Form of Voting Agreement dated as of January 4, 2002 by and among TIBCO Software Inc. and each of certain individual stockholders of Talarian Corporation.
99.1		Press Release of TIBCO Software Inc. dated April 24, 2002.

* Previously filed as an exhibit to the Registrant’s Form 8-K (File No. 000-26579) filed on January 10, 2002.

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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.

Dated:  May 6, 2002

TIBCO SOFTWARE INC.
By:	/s/    ROBERT P. STEFANSKI
	Robert P. Stefanski Executive Vice President, General Counsel and Secretary

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INDEX TO EXHIBIT

Exhibit Number	Description of Exhibit
2.1*	Agreement and Plan of Merger dated as of January 4, 2002 by and among TIBCO Software Inc., Panther Acquistion Corp. and Talarian Corporation.
2.2*	Form of Voting Agreement dated as of January 4, 2002 by and among TIBCO Software Inc. and each of certain individual stockholders of Talarian Corporation.
99.1	Press Release of TIBCO Software Inc. dated April 24, 2002.

* Previously filed as an exhibit to the Registrant’s Form 8-K (File No. 000-26579) filed on January 10, 2002.

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EX-99.1

EXHIBIT 99.1

[TIBCO LOGO APPEARS HERE]

FOR IMMEDIATE RELEASE

CONTACT:	Caroline Phillips	Caprice Fimbres
	TIBCO Software Inc.	Blanc & Otus for TIBCO
	650-846-5697	415-856-5150
	caroline@tibco.com	cfimbres@blancandotus.com

TIBCO SOFTWARE COMPLETES ACQUISITION OF

TALARIAN CORPORATION

Acquisition Further Extends TIBCO’s Integration Offerings

PALO ALTO, Calif., April 24, 2002 — TIBCO Software Inc. (NASDAQ: TIBX) today announced it has completed its acquisition of Talarian Corporation. Talarian is a leading provider of infrastructure software that delivers data and content in real-time over any network to any device. This acquisition further extends the breadth of TIBCO’s integration messaging solutions and TIBCO’s leadership in offering messaging solutions for the fast-growing business integration market.

Talarian brings to TIBCO world-class technology, talented employees and a blue-chip customer base. Through innovative technology called adaptive multicast, Talarian’s high performance, scalable software can select the appropriate data delivery mechanism “on-the-fly” based on application needs and network capabilities. Through the acquisition, TIBCO will gain access to Talarian’s 300 customers focused mainly in the financial services, telecommunications and aerospace industries, including American Stock Exchange, Bear Stearns, Boeing, Earthlink, Hewlett-Packard, Lockheed Martin, MicroMuse, Nortel Networks, Philadelphia Stock Exchange, Raytheon and Southwest Airlines.

“To maintain its leadership position in business integration, TIBCO is continually broadening its product-line to better serve customers,” said Vivek Ranadivé, chairman and chief executive officer for TIBCO. “The acquisition of Talarian’s products extends the functionality of our already leading products and enables us to provide additional industries with powerful and tailored integration technology.”

“TIBCO’s acquisition of Talarian shows their commitment to providing best-in-class integration technology,” said Tom Laffey, founder of Talarian. “With the addition of Talarian’s expertise in the telecom, financial services and aerospace industries to TIBCO’s already world-class solution set, this is a win-win for customers.”

About the Transaction

The acquisition will be accounted for under the purchase method of accounting. TIBCO is in the process of evaluating the allocation of the purchase price to the assets to be acquired, which will include in-process technology and restructuring charges, which will be written off in the second quarter of fiscal 2002, and goodwill and intangibles.

About TIBCO Software Inc.

TIBCO Software Inc. (NASDAQ:TIBX) is a leading provider of total business integration solutions delivering infrastructure software that enables businesses to seamlessly integrate business systems in real-time. TIBCO technology was first used to digitize Wall Street and has since been adopted in diverse industries including financial services, telecommunications, electronic commerce, transportation, logistics, manufacturing and energy. TIBCO’s global customer base includes more than 1,500 customers such as NEC, Dynegy, BP, eBay, US Bank, The Limited, Delta Air Lines, Philips, AT&T and Pirelli, Yahoo! and Cisco Systems. Headquartered in Palo Alto, California, TIBCO can be reached at 650-846-1000 or on the web at www.tibco.com.

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TIBCO, the TIBCO logo, The Power of Now and TIBCO Software are trademarks or registered trademarks of TIBCO Software Inc. in the United States and/or other countries. All other product and company names and marks mentioned in this document are the property of their respective owners and are mentioned for identification purposes only.

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Forward Looking Statements

This document contains forward-looking statements regarding TIBCO’s business and other factors that may affect future earnings or financial results. Our actual results could differ materially from those contained in such forward-looking statements. Reasons for why actual results could differ materially include if TIBCO is unable to successfully integrate and manage the acquired technology, operations and personnel. In addition, the success of any continued product introductions will be impacted by TIBCO’s ability to compete. Further, the present and potential relationship of TIBCO and its customers may be harmed by the acquisition. Additional information concerning factors that could cause our respective actual results to differ materially from those contained in the forward-looking statements can be found in the definitive proxy statement/prospectus filed by TIBCO and Talarian with the SEC on March 22, 2002, including, without limitation, under the caption “Risk Factors.” In addition, TIBCO’s and Talarian’s filings with the SEC, including but not limited to TIBCO’s most recent reports on Forms 10-Q and 10-K filed with the SEC on April 2, 2002 and January 30, 2002, respectively, also identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including limited independent operating history, history of losses, unpredictability of future revenue, dependence on a limited number of customers, TIBCO’s relationship with Reuters Group PLC, rapid technological and market changes, risks associated with infrastructure software and volatility of stock price. Copies of filings made with the SEC are available through the SEC’s electronic data gather analysis and retrieval system (EDGAR) at www.sec.gov. TIBCO assumes no obligation to update the forward-looking statements included in this document.