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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
_____________________
AGILE SOFTWARE CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
_____________________
Certain Options to Purchase Common Stock, Par Value $0.001 Per Share
Having an Exercise Price of $15.00 or Greater
(Title of Class of Securities)
_____________________
00846X105
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
_____________________
Bryan D. Stolle
President and Chief Executive Officer
Agile Software Corporation
One Almaden Boulevard, 12th Floor
San Jose, California 95113
(408) 975-3900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Person)
_____________________
Copies to:
Sally J. Rau, Esq.
Gray Cary Ware & Freidenrich LLP
400 Hamilton Avenue
Palo Alto, California 94301
(650) 833-2000
CALCULATION OF FILING FEE
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Transaction Valuation** Amount of Filing Fee
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$58,209,476.12 $11,641.90
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** Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 7,496,391 shares of common stock of Agile
Software Corporation having an aggregate value of $58,209,476.12 as of
October 11, 2001 will be exchanged pursuant to this offer. The aggregate
value of such options was calculated based on the Black-Scholes option
pricing model. The amount of the filing fee, calculated in accordance with
Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the value of the transaction.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $ 11,641.90
Form or Registration No.: Schedule TO-I
Filing Party: Agile Software Corporation
Date Filed: October 18, 2001
[_] Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
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Introductory Statement
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO filed by Agile Software Corporation (the "Company") with the
Securities and Exchange Commission on October 18, 2001 as amended on October 26,
2001 by Amendment No. 1 to the Schedule TO (the "Schedule TO"), relating to an
offer by the Company to exchange options that were granted and are outstanding
under the Agile Software Corporation 1995 Stock Option Plan, the Agile Software
Corporation 2000 Nonstatutory Stock Option Plan and the Digital Market, Inc.
1995 Stock Plan, for new options to purchase shares of common stock to be
granted by the Company upon the terms and subject to the conditions described in
the Offer to Exchange that was filed as Exhibit (a)(1) to the Schedule TO.
This Amendment No. 2 amends and supplements the Schedule TO and the Offer to
Exchange, in order to:
(i) revise the Offer to Exchange filed as Exhibit (a)(1) to include
additional summary financial information concerning the Company in
Section 10 ("Information Concerning Agile Software Corporation")
thereof;
(ii) file as Exhibit (a)(10) the notice to employees enclosing the
additional summary financial information included in the Offer to
Exchange.
ITEM 12. Exhibits.
(a) (1) Offer to Exchange Outstanding Options for New Options,
dated October 18, 2001.
(2) Press Release dated October 18, 2001.*
(3) E-mail sent to employees of the Company on October 18,
2001.*
(4) Form of Election Form.*
(5) Form of Change of Election Form.*
(6) Agile Software Corporation Annual Report on Form 10-K for
its fiscal year ended April 30, 2001, filed with the
Securities and Exchange Commission on July 25, 2001 and
incorporated herein by reference.*
(7) Agile Software Corporation Quarterly Report on Form 10-Q for
its fiscal quarter ended July 31, 2001, filed with the
Securities and Exchange Commission on September 14, 2001 and
incorporated herein by reference.*
(8) Form of Confirmation to be sent to option Holders electing
to participate in the offer to exchange.*
(9) Notice to employees of the Company from Bryan D. Stolle sent
by e-mail on October 26, 2001, concerning the changes made
to the Offer to Exchange.*
(10) Notice to eligible option holders from Bryan D. Stolle dated
November 1, 2001.
(b) Not applicable.
(d) (1) Agile Software Corporation 1995 Stock Option Plan.*
(2) Agile Software Corporation 1995 Stock Option Plan
Prospectus.*
(3) Form of Option Agreement pursuant to the Agile Software
Corporation 1995 Stock Option Plan.*
(4) Agile Software Corporation 2000 Nonstatutory Stock Option
Plan.*
(5) Agile Software Corporation 2000 Nonstatutory Stock Option
Plan Prospectus.*
(6) Form of Option Agreement pursuant to the Agile Software
Corporation 2000 Nonstatutory Stock Option Plan.*
(g) Not applicable.
(h) Not applicable.
* Previously filed.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment No. 2 to the Schedule TO is true,
complete and correct.
Agile Software Corporation
/s/ Bryan D. Stolle
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Bryan D. Stolle
President and Chief Executive Officer
Date: November 1, 2001
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
-------------- ----------------------------------------------------------
(a)(1) Offer to Exchange All Outstanding Options for New
Options, dated October 18, 2001.
(a)(2)* Press Release dated October 18, 2001.
(a)(3)* E-Mail sent to employees of the Company on October 18, 2001.
(a)(4)* Form of Election Form.
(a)(5)* Form of Change of Election Form.
(a)(6)* Agile Software Corporation Annual Report on Form 10-K for
its fiscal year ended April 30, 2001, filed with the
Securities and Exchange Commission on July 25, 2001 and
incorporated herein by reference.
(a)(7)* Agile Software Corporation Quarterly Report on Form 10-Q
for its fiscal quarter ended July 31, 2001, filed with the
Securities and Exchange Commission on September 14, 2001 and
incorporated herein by reference.
(a)(8)* Form of confirmation to be sent to option holders electing
to participate in the offer to exchange.
(a)(9)* Notice to employees of the Company from Bryan D. Stolle sent
by e-mail on October 26, 2001, concerning the changes made
to the Offer to Exchange.
(a)(10) Notice to eligible option holders from Bryan D. Stolle,
dated November 1, 2001.
(d)(1)* Agile Software Corporation 1995 Stock Option Plan.
(d)(2)* Agile Software Corporation 1995 Stock Option Plan
Prospectus.
(d)(3)* Form of Option Agreement pursuant to the Agile Software
Corporation 1995 Stock Option Plan.
(d)(4)* Agile Software Corporation 2000 Nonstatutory Stock Option
Plan.
(d)(5)* Agile Software Corporation 2000 Nonstatutory Stock Option
Plan Prospectus.
(d)(6)* Form of Option Agreement pursuant to the Agile Software
Corporation 2000 Nonstatutory Stock Option Plan.
* Previously filed.