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) ~~March~~May 515, 2007

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.)

6373 San Ignacio Avenue

San Jose, California 95119-1200

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(408) 284-4000

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 (see General Instruction A.2. below):

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

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

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

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

Item 85.~~01.~~02 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~March~~May 515, 2007, ~~Agile Software~~the ~~Corporation~~Compensation Committee of the Company’s Board of Director’s approved payments to Carolyn Aver, athe ~~Delaware~~Company’s Executive ~~corporation~~Vice President and Chief Financial Officer, ~~(“Agile~~and “Jeff orJohnson, the “Company”)’s ~~issued~~Executive aVice ~~press~~President-Global ~~release~~Sales ~~announcing~~and ~~that~~Services, itof ~~has~~amounts ~~completed~~intended ~~its~~to ~~review~~cover their respective income tax exposure arising out of ~~its~~the ~~historical~~impact ~~stock~~of Section 409A ~~option~~of the Internal Revenue Code on a grant ~~practices~~of ~~and~~options ~~filed~~by the Company to each of them that was subsequently determined to have been inadvertently discounted due to its ~~Annual~~assumed ~~Report~~measurement ondate, ~~Form~~and ~~10-K~~resulting exercise price, being in error. The grants involved for ~~the~~each ~~fiscal~~of ~~year~~Ms. Aver ~~ended~~and ~~April~~Mr. 30Johnson were their “new hire” grants, ~~2006~~when each joined the Company, made in May 2002 and ~~its~~November ~~quarterly~~2002, ~~reports~~respectively. onThe ~~Form~~amount ~~10-Q~~presently ~~for~~expected ~~the~~to ~~quarters~~be ~~ended~~paid ~~July~~to each of Ms. 31Aver and Mr. Johnson, ~~2006~~approximately $316,000 and ~~October 31~~$125,000, ~~2006~~respectively, ~~with~~are ~~the~~intended ~~Securities~~to ~~and~~reimburse ~~Exchange~~each ~~Commission.~~for ~~These~~their ~~filings~~income ~~had~~tax ~~been~~exposure ~~delayed~~under ~~pending Agile’s~~Section 409A, ~~conclusion~~resulting offrom antheir ~~internal~~options ~~review~~being byinadvertently adiscounted, ~~Special~~grossed ~~Committee~~up ofto cover ~~its~~their ~~Board~~income oftax ~~Directors~~on ~~into~~such ~~past~~payment. ~~stock~~In ~~option~~consideration ~~grant~~of ~~practices~~such payments, each of Ms. Aver and ~~the~~Mr. Johnson ~~resulting~~are ~~decision~~providing toa ~~restate~~release to the Company’s ~~financial~~with ~~results~~respect ~~for~~to ~~certain~~any ~~prior~~obligations ~~periods.~~the ~~Agile voluntarily~~Company ~~initiated~~may ~~this~~have ~~review,~~to ~~and~~the ~~has~~respective ~~informed~~executive ~~the~~officer ~~SEC~~in connection ofwith the ~~results~~respective option grant.

Agile has determined that the total cumulative stock compensation expense, resulting from errors described above, was approximately $69.6 million, and has stock compensation expense of $1.2 million and $2.8 million for its fiscal years ended April 30, 2005 and 2004, respectively, and $65.6 million prior to fiscal 2004. Agile also determined that the restatement does not have a material effect on its fiscal year ending April 30, 2006, and will not have a material effect on any subsequent fiscal year. Further, there was no impact on revenue or net cash provided by operating activities as a result of this additional stock compensation expense.

The cumulative effect of the restatement adjustments on the Company’s consolidated balance sheet at April 30, 2005 was an increase in additional paid-in capital, offset by a corresponding increase in the accumulated deficit and deferred compensation, which results in no net effect on stockholders’ equity. The adjustments increased previously reported net loss per share by $0.02 and $0.06 for the years ended April 30, 2005 and 2004, respectively.

The Special Committee found no evidence of any intention to deceive or impede the Committee’s investigation or to destroy or alter documents. Agile noted that current management encouraged and fully cooperated in the review. The Special Committee found no evidence that any of the Company’s current officers, including its CEO, CFO, General Counsel, Senior Vice President of Human Resources or Vice President of Finance, or its former CEO, engaged in any intentional mis-dating of options, self-dealing or manipulation of the Company’s financial results. In fact, the Special Committee found that the evidence suggested an effort, in late 2003, by then current management to improve and formalize the Company’s option grant practices by putting in place processes that substantially eliminated the risk of these issues recurring.

Full details of the investigation and the restatement are included in the Company’s Form 10-K for the fiscal year ended April 30, 2006 filed on March 5, 2007. Previously filed annual reports on Form 10-K and quarterly reports on Form 10-Q for the periods affected by the restatement have not been amended and, as such, should not be relied upon, and are superseded in their entirety by the information in the filings made with the SEC on March 5, 2007.

The Company also announced that, as it is now current in its SEC reporting obligations, it believes that it has now complied with all conditions of the Nasdaq Listing Qualifications Panel to continued listing, and expects that Nasdaq will now conclude its review of the Company’s listing status and continue the listing of the Company’s common stock on the Nasdaq Global Market.

The Company further announced that the SEC rules require Agile’s Form 10-Q for its third quarter ended January 31, 2007 to be filed by March 12, 2007, unless the Company requests an extension of time to file the Form 10-Q, in which case it will have until March 19, 2007 to make the filing. Agile will require several days after March 12, 2007 to complete and file its Form 10-Q for that quarter and, as a result, will request an extension of time, until March 19, 2007, to file the Form 10-Q. Agile does expect to file the Form 10-Q on March 19, 2007.

Item 8.01.

Other Events.

On May 16, 2007, an action, Carl Sulzberger v. Agile Software Corporation, et al., was filed in the Superior Court of the State of California for the County of Santa Clara. In this action, the plaintiff named as defendants the Company’s board of directors and the Company. The complaint asserts claims on behalf of the Company’s stockholders who are similarly situated with the plaintiff. Among other things, the complaint alleges that the members of the Company’s board of directors have breached their fiduciary duties to the Company’s stockholders in connection with the proposed acquisition of the Company by Oracle Corporation (the “Merger”), engaged in self-dealing in connection with approval of the Merger, and failed to take steps to maximize the Company’s value to its stockholders in connection with the Merger. The complaint seeks class certification and certain forms of equitable relief, including enjoining the consummation of the Merger. The Company believes that the allegations of the complaint are without merit and intends to vigorously contest the action. However, there can be no assurances that the Company or the other defendants will be successful in such defense.

Additional Information About the Proposed Transaction and Where You Can Find It

In connection with the Merger, the Company has filed a preliminary proxy statement and intends to distribute a definitive proxy statement and the Company and Oracle Corporation intend to file other relevant materials with the SEC. Before making any voting decision with respect to the Merger, stockholders of the Company are urged to read the proxy statement and other relevant materials filed with the SEC and provided to them or otherwise publicly disclosed, when they become available, because they will contain important information about the proposed transaction. The proxy statement and any other documents filed by the Company or Oracle Corporation with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, stockholders of the Company may obtain free copies of the documents filed with the SEC by contacting Agile Investor Relations at 6373 San Ignacio Avenue, San Jose, California, Telephone: 408-284-4000. You may also read and copy any reports, statements and other information filed by the Company with the SEC at the SEC public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in favor of the Merger. Certain executive officers and directors of the Company have interests in the Merger that may differ from the interests of stockholders generally. These interests are described in the preliminary proxy statement.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		~~Press~~Complaint ~~Release~~in Carl Sulzberger v Agile Software Corporation et al., ~~dated~~filed ~~March~~May 516, 2007

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.

Date: March 6, 2007	AGILE SOFTWARE CORPORATION
Date: May 29, 2007	AGILE SOFTWARE CORPORATION
	By:	/s/ Douglas Clark Neilsson
		Douglas Clark Neilsson,
		Douglas Clark Neilsson Senior Vice President
		Senior Vice President

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