8-K 1 d8k.txt FORM 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): November 2, 2001 ----------------- CROSSWORLDS SOFTWARE, INC. (Exact name of registrant as specified in its charter) 000-29799 (Commission File Number) Delaware 94-3240149 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 577 Airport Boulevard Burlingame, California 94010 (Address of principal executive offices, with zip code) (650) 685-9000 (Registrant's telephone number, including area code) Item 5. Other Events On November 2, 2001, two actions, Neil Macklin v. CrossWorlds Software, Inc. et al. and Carl Rongo v. CrossWorlds Software, Inc. et al., were filed in the Superior Court of the State of California for the County of San Mateo. In these actions the plaintiffs named as defendants CrossWorlds and the directors of CrossWorlds. These complaints purport to assert claims on behalf of all public stockholders of CrossWorlds who are similarly situated with the plaintiff. These complaints allege that CrossWorlds and the members of CrossWorlds' Board of Directors have breached their fiduciary duties to CrossWorlds' public stockholders, that the directors engaged in self-dealing in connection with their approval of the merger and that the directors failed to take steps to maximize the value of CrossWorlds to its public stockholders. These complaints seek class certification and certain forms of equitable relief, including enjoining the consummation of the merger. CrossWorlds believes that these allegations are without merit and intends to vigorously contest this action. There can, however, be no assurance that CrossWorlds or the other defendants will be successful in their defense of these actions. A copy of Neil Macklin v. CrossWorlds Software, Inc. et al is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of Carl Rongo v. CrossWorlds Software, Inc., et al is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Neil Macklin v. CrossWorlds Software, Inc., et al. 99.2 Carl Rongo v. CrossWorlds Software, Inc. et al. 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. CROSSWORLDS SOFTWARE, INC. Dated: November 13, 2001 By: /s/ Alfred J. Amoroso ----------------------------------- Alfred J. Amoroso President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Neil Macklin v. CrossWorlds Software, Inc., et al. 99.2 Carl Rongo v. CrossWorlds Software, Inc. et al.

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): October 29, 2001

CROSSWORLDS SOFTWARE, INC. (Exact name of registrant as specified in its charter)

000-29799 (Commission File Number)

Delaware (State or other jurisdiction of incorporation or organization) 94-3240149 (I.R.S. Employer Identification No.)

577 Airport Boulevard Burlingame, California 94010 (Address of principal executive offices, with zip code)

(650) 685-9000 (Registrant’s telephone number, including area code)

Item 5. Other Events

On October 30, 2001, International Business Machines Corporation, a New York corporation (“IBM”) and CrossWorlds Software, Inc., a Delaware corporation (“CrossWorlds”), issued a press release announcing that the two companies had entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 29, 2001, by and among IBM, Duke Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of IBM, and CrossWorlds. In the merger, each outstanding share of CrossWorlds common stock will be converted into the right to receive $4.65 in cash, without interest. All outstanding options to purchase CrossWorlds common stock will be assumed by IBM and converted into options to purchase IBM common stock, with such adjustments to the number of shares subject to such options and to the exercise prices thereunder as shall be appropriate to reflect the appropriate conversion ratios determined pursuant to terms of the Merger Agreement. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

The merger is subject to various conditions, including (i) adoption of the Merger Agreement by the stockholders of CrossWorlds and (ii) expiration or early termination of the waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

In connection with the execution of the Merger Agreement, IBM has entered into a Stockholders Agreement, dated as of October 29, 2001, with the Garnett Family Trust dated April 2, 1997, Katrina A. Garnett, Quantum Industrial Partners LDC, SFM Domestic Investments LLC, Alfred J. Amoroso, the Ludwick Family Trust, the Ludwick Family Limited Partnership, Albert A. Pimentel and the Albert A. Pimentel Joint Trust, each of whom is a CrossWorlds stockholder, in which each such stockholder has agreed to vote their shares of CrossWorlds common stock in favor of the merger, has granted IBM proxies to vote their shares at any CrossWorlds stockholder meeting convened to consider the merger and has granted IBM an option to acquire their shares of CrossWorlds common stock under certain circumstances. These shareholders own an aggregate of approximately 35% of the outstanding shares of CrossWorlds common stock. A copy of the Stockholders Agreement is attached hereto as Exhibit 2.2 and is incorporated herein by reference.

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

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of October 29, 2001, by and among International Business Machines Corporation, Duke Acquisition Corp. and CrossWorlds Software, Inc.
2.2		Stockholders Agreement, dated as of October 29, 2001, by and among International Business Machines Corporation, the Garnett Family Trust dated April 2, 1997, Katrina A. Garnett, Quantum Industrial Partners LDC, SFM Domestic Investments LLC, Alfred J. Amoroso, the Ludwick Family Trust, the Ludwick Family Limited Partnership, Albert A. Peimentel and the Albert A. Piementel Joint Trust.
99.1		Press Release, dated October 30, 2001.

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.

				CROSSWORLDS SOFTWARE, INC.
Dated:		November 7, 2001		By:		/s/ Alfred J. Amoroso Alfred J. Amoroso President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of October 29, 2001, by and among International Business Machines Corporation, Duke Acquisition Corp. and CrossWorlds Software, Inc.
2.2		Stockholders Agreement, dated as of October 29, 2001, by and among International Business Machines Corporation, the Garnett Family Trust dated April 2, 1997, Katrina A. Garnett, Quantum Industrial Partners LDC, SFM Domestic Investments LLC, Alfred J. Amoroso, the Ludwick Family Trust, the Ludwick Family Limited Partnership, Albert A. Peimentel and the Albert A. Piementel Joint Trust.
99.1		Press Release, dated October 30, 2001.

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