<PAGE>   1

     As filed with the Securities and Exchange Commission on August 30, 1999
                                                   Registration No. ____________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                                  MARIMBA, INC.
               (Exact name of Company as specified in its charter)

<TABLE>
<CAPTION>
                   DELAWARE                                     7372                            77-0422318
       ---------------------------------            ----------------------------            -------------------
<S>                                                 <C>                                     <C>
         (State or other jurisdiction               (Primary Standard Industrial               (IRS Employer
       of incorporation or organization)             Classification Code Number)            Identification No.)
</TABLE>

                                440 CLYDE AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94043
                                 (650) 930-5282
               (Address of principal executive offices) (Zip Code)

                               -------------------

                          MARIMBA, INC. 1996 STOCK PLAN
              SHARES ACQUIRED UNDER WRITTEN COMPENSATION AGREEMENTS
       WITH CERTAIN DESIGNATED INDIVIDUALS AND CERTAIN UNNAMED INDIVIDUALS
                            (Full title of the Plans)
                               -------------------

                                  KIM K. POLESE
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  MARIMBA, INC.
                                440 CLYDE AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94043
                     (Name and address of agent for service)
                                 (650) 930-5282
          (Telephone number, including area code, of agent for service)
                               -------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
=========================================================================================================================

            Title of                                              Proposed Maximum     Proposed Maximum
           Securities                          Amount                Offering              Aggregate            Amount of
              to be                             to be                  Price               Offering           Registration
           Registered                       Registered(1)          per Share(2)            Price(2)                Fee
           ----------                       -------------          ------------        ----------------       ------------
<S>                                         <C>                    <C>                 <C>                    <C>
Shares Acquired Under Written                   25,775                 $29.91              $770,931               $215
Compensation Agreements with Certain
Designated Individuals and Certain Unnamed
Individuals
=========================================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Written Compensation
     Agreements with Certain Designated Individuals and Certain Unnamed
     Individuals by reason of any stock dividend, stock split, recapitalization
     or other similar transaction effected without the receipt of consideration
     which results in an increase in the number of the outstanding shares of
     Common Stock of Marimba, Inc.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low prices per share of Common Stock of Marimba, Inc. on August 25,
     1999.

<PAGE>   2

                                EXPLANATORY NOTE

     Marimba, Inc. ("Marimba" or the "Company") has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "1933 Act"), to register shares of its Common
Stock, $0.0001 par value per share. Under cover of this Form S-8 is a Reoffer
Prospectus that Marimba prepared in accordance with Part I of Form S-3 under the
Securities Act of 1933, as amended. The Reoffer Prospectus may be utilized for
reofferings and resales of up to 25,775 shares of Common Stock acquired by
selling stockholders under the Marimba, Inc. 1996 Stock Plan.

<PAGE>   3

                                  MARIMBA, INC.

         FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION OF INFORMATION
                         REQUIRED BY PART I OF FORM S-3

<TABLE>
<CAPTION>

Form S-3 Item Number                                      Location/Heading in Prospectus
--------------------                                      ------------------------------
<S>                                                       <C>
 1.  Forepart of Registration Statement and Outside       Cover page
     Front Cover page of Prospectus

 2.  Inside Front and Outside Back Cover Page of          Available Information; Incorporation of Certain
     Prospectus                                             Information by Reference

 3.  Summary Information, Risk Factors and Ratio of       Risk Factors
     Earnings to Fixed Charges

 4.  Use of Proceeds                                      Not applicable

 5.  Determination of Offering Price                      Not applicable

 6.  Dilution                                             Not applicable

 7.  Selling Security Holder                              Selling Security Holder

 8.  Plan of Distribution                                 Plan of Distribution

 9.  Description of Securities to be Registered           Not Applicable

10.  Interests of Named Experts and Counsel               Not Applicable

11.  Material Changes                                     Not Applicable

12.  Incorporation of Certain Information                 Documents Incorporated by Reference

13.  Disclosure of Commission Position on                 Indemnification
     Indemnification for Securities Act Liabilities
</TABLE>


<PAGE>   4

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference

     Marimba, Inc. ("Marimba" or the "Company") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

     (a)  The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
          ended June 30, 1999 and March 31, 1999; and

     (b)  The Company's prospectus filed with the SEC pursuant to Rule 424(b) of
          the Securities Act of 1933, as amended (the "1933 Act"), in connection
          with the Registration Statement No. 333-72353 on Form S-1 filed with
          the SEC on February 12, 1999, together with any and all amendments
          thereto, in which there is set forth audited financial statements for
          the Company's fiscal years ended December 31, 1996, 1997 and 1998; and

     (c)  The Company's Registration Statement No. 000-25683 on Form 8-A filed
          with the SEC on March 31, 1999, together with all amendments thereto,
          pursuant to Section 12 of the Securities Exchange Act of 1934, as
          amended (the "1934 Act") in which there is described the terms, rights
          and provisions applicable to the Company's outstanding Common Stock.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Article VII,
Section 6, of the Company's Bylaws provides for mandatory indemnification of its
directors and officers and permissible indemnification of employees and other
agents to the maximum extent permitted by the Delaware General Corporation Law.
The Company's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Company and its stockholders. This provision
in the Certificate of Incorporation does not eliminate the fiduciary duty of the
directors, and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Company for acts
or omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Company has entered
into Indemnification Agreements with its officers and directors. The
Indemnification Agreements provide the


                                      II-1
<PAGE>   5

Company's officers and directors with further indemnification to the maximum
extent permitted by the Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

<TABLE>
<CAPTION>
Exhibit Number   Exhibit
--------------   -------
<S>              <C>
     4           Instrument Defining Rights of Stockholders. Reference is made to Company's
                 Registration Statement No. 000-25683 on Form 8-A, together with all amendments
                 thereto, which is incorporated herein by reference pursuant to Item 3(c) of this
                 Registration Statement.

     5           Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
                 LLP.

    23.1         Consent of Ernst & Young LLP, Independent Auditors.

    23.2         Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is
                 contained in Exhibit 5.

    24           Power of Attorney. Reference is made to page II-3 of this Registration
                 Statement.

    99.1         Form of Written Compensation Agreement.
</TABLE>


Item 9. Undertakings
        ------------

     A.   The undersigned Company hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the Company pursuant to Section 13 or Section 15(d) of
the 1934 Act that are incorporated by reference in this Registration Statement;
(2) that for the purpose of determining any liability under the 1933 Act each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
Written Compensation Agreements with Certain Designated Individuals and Certain
Unnamed Individuals.

     B.   The undersigned Company hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Company
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Company has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.


                                      II-2
<PAGE>   6

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mountain View, State of California on this 27th day
of August, 1999.


                                        MARIMBA, INC.


                                        By: /s/ Kim K. Polese
                                            ------------------------------------
                                            Kim K. Polese
                                            President and Chief
                                            Executive Officer


                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Marimba, Inc., a Delaware
corporation, do hereby constitute and appoint Kim K. Polese and Fred M. Gerson,
and either of them, the lawful attorneys-in-fact and agents with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of them, determine
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or either one of them, shall do or cause to be done by
virtue hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                              Title                                  Date
---------                                              -----                                  ----
<S>                                  <C>                                                 <C>


    /s/ Kim K. Polese                President, Chief Executive Officer and Director     August 27, 1999
----------------------------------   (Principal Executive Officer)
              Kim K. Polese


    /s/ Fred M. Gerson               Vice President, Finance and Chief Financial         August 27, 1999
----------------------------------   Officer (Principal Financial and Accounting
             Fred M. Gerson          Officer)


    /s/ Arthur A. van Hoff           Chief Technology Officer and Director               August 27, 1999
----------------------------------
           Arthur A. van Hoff
</TABLE>


                                      II-3
<PAGE>   7

<TABLE>
<CAPTION>
Signature                                              Title                                  Date
---------                                              -----                                  ----
<S>                                  <C>                                                 <C>


    /s/ Aneel Bhusri                 Director                                            August 12, 1999
----------------------------------
              Aneel Bhusri

    /s/ Raymond J. Lane              Director                                            August 27, 1999
----------------------------------
             Raymond J. Lane

    /s/ Douglas J. Mackenzie         Director                                            August 27, 1999
----------------------------------
          Douglas J. Mackenzie

    /s/ Stratton D. Sclavos          Director                                            August 27, 1999
----------------------------------
           Stratton D. Sclavos
</TABLE>




                                      II-4
<PAGE>   8

                             SHARES OF COMMON STOCK
                                  MARIMBA, INC.


     This Reoffer Prospectus relates to 25,775 shares of the common stock, par
value $0.0001 (the "Common Stock"), of Marimba, Inc. ("Marimba" or the
"Company"), which may be offered from time to time by certain key employees and
certain of their family members, both as defined under Form S-8, and named
herein (the "Registered Stockholders"). It is anticipated that the Registered
Stockholders will offer shares for sale at prevailing prices on the Nasdaq
National Market System on the date of sale. The Company will receive no part of
the proceeds of sale made hereunder. All expenses of registration incurred in
connection with this offering are being borne by the Company, but all selling
and other expenses incurred by the Registered Stockholders will be borne by such
Registered Stockholders.

     The Common Stock is traded on the Nasdaq National Market System.

     The Registered Stockholders and any broker executing selling orders on
behalf of the Registered Stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended (the "1933 Act"), in which
event commissions received by such broker may be deemed to be underwriting
commissions under the 1933 Act.

          THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE
           CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR
                               ENTIRE INVESTMENT.
                     SEE "RISK FACTORS" BEGINNING ON PAGE 4.
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
         AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
           ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.

     No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Registered Stockholders. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.

                 The date of this Prospectus is August 30, 1999.

                                       1
<PAGE>   9

                              AVAILABLE INFORMATION

     The Company became subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "1934 Act") upon the first
date on which its Common Stock was registered under Section 12(g) of the 1934
Act and in accordance therewith will file reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). Such
reports, proxy statements and other information can be inspected and copied at
the Public Reference Room of the SEC, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the SEC's regional offices at 219 South Dearborn Street, Chicago,
IL 60604; 26 Federal Plaza, New York, NY 10007; and 5757 Wilshire Boulevard, Los
Angeles, CA 90036, at prescribed rates. The Common Stock is quoted on the Nasdaq
National Market System. Reports, proxy statements, informational statements and
other information concerning the Company can be inspected at the offices of the
National Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006.

     The Company intends to furnish its stockholders with annual reports
containing additional financial statements and a report thereon by independent
certified public accountants.

     A copy of any document incorporated by reference in the Registration
Statement (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that the Registration Statement incorporates) of which this
Reoffer Prospectus forms a part but which is not delivered with this Reoffer
Prospectus will be provided by the Company without charge to any person
(including any beneficial owner) to whom this Reoffer Prospectus has been
delivered upon the oral or written request of such person. Such request should
be directed to Todd Smithline, Marimba, Inc., 440 Clyde Avenue, Mountain View,
California 94043. The Company's telephone number at that location is (650)
930-5282.



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                PAGE
                                                                                ----
<S>                                                                             <C>
THE COMPANY....................................................................   3

RISK FACTORS...................................................................   4

REGISTERED STOCKHOLDERS........................................................  12

PLAN OF DISTRIBUTION...........................................................  13

DOCUMENTS INCORPORATED BY REFERENCE............................................  14

INDEMNIFICATION................................................................  14
</TABLE>


                                       2
<PAGE>   10

                                   THE COMPANY

     Marimba, Inc. ("Marimba" or the "Company") is a leading provider of
Internet-based software management solutions that enable companies to expand
their market reach, streamline business processes and strengthen relationships
with customers, business partners and employees. Our Castanet product family
provides an efficient and reliable way for enterprises to distribute, update and
manage applications and related data over corporate intranets, extranets and the
Internet.

     Companies are increasingly relying on the Internet to deliver business
critical applications and services to users inside and outside the enterprise.
As the Internet has evolved as a business tool, demands on its infrastructure
have grown and the enterprise computing environment is becoming more complex.
Furthermore, as business applications are increasingly being advertised and
delivered as services, companies and their customers are demanding the same high
levels of availability, ease of use and quality of service that they expect from
common utilities, including electricity and telephone systems. This has created
significant software management challenges. As a result, there is a need for a
new management solution designed specifically for the Internet.

     Marimba develops Internet services management solutions that enable
companies to deploy and manage e-business applications and services, which
encompass business-to-business, business-to-employee and business-to-consumer
communications and transactions over corporate intranets, extranets and the
Internet. Castanet centralizes and automates the ongoing distribution and
management of applications and services. We believe that by using Castanet,
organizations can leverage the Internet to reduce software management costs,
deliver greater functionality and improve customer loyalty. We intend to extend
the Castanet foundation to manage the array of infrastructure, systems and
components upon which business applications and services depend. The key
elements of our strategy are to extend our technological leadership position,
target companies and service providers conducting e-business, expand our
worldwide distribution channels and expand our professional service
capabilities.

     Our global customer base spans multiple industry segments including
financial services, insurance, retail, manufacturing and telecommunications.
Castanet customers include various industry leaders, including Bear Stearns,
Charles Schwab, EarthLink, The Home Depot, Intuit, Ingram Micro, Seagate
Technology and Sun Microsystems. We market our Castanet product worldwide
through a combination of a direct sales force, resellers and distributors.

                               -------------------

     We were incorporated in Delaware in February 1996. Our principal executive
offices are located at 440 Clyde Avenue, Mountain View, California 94043, and
our telephone number is (650) 930-5282.


                                       3
<PAGE>   11

                                  RISK FACTORS

OUR LIMITED OPERATING HISTORY MAY PREVENT US FROM ACHIEVING SUCCESS
IN OUR BUSINESS

     We were founded in February 1996 and have a limited operating history. We
began offering our Castanet product in January 1997 and released Castanet 4.0 in
March 1999. We have a limited operating history that may prevent us from
achieving success in our business. The revenues and income potential of our
business and market are unproven. We will encounter challenges and difficulties
frequently encountered by early-stage companies in new and rapidly evolving
markets. We may not successfully address any of these challenges and the failure
to do so would seriously harm our business and operating results. In addition,
because of our limited operating history, we have limited insight into trends
that may emerge and affect our business.

WE HAVE INCURRED LOSSES AND WE EXPECT FUTURE LOSSES

     Our failure to significantly increase our revenues would seriously harm our
business and operating results. We have experienced operating losses in each
quarterly and annual period since inception and we expect to incur significant
losses in the future. As of June 30, 1999, we had an accumulated deficit of
$17.8 million. We expect to significantly increase our research and development,
sales and marketing and general and administrative expenses. As a result, we
will need to significantly increase our quarterly revenues to achieve and
maintain profitability. We may not be able to sustain our recent revenue growth
rates. In fact, we may not have any revenue growth, and our revenues could
decline.

OUR QUARTERLY OPERATING RESULTS ARE VOLATILE AND FUTURE OPERATING RESULTS REMAIN
UNCERTAIN

     Our quarterly operating results have varied significantly in the past and
will likely vary significantly in the future. As a result, we believe that
period-to-period comparisons of our operating results are not meaningful and
should not be relied upon as indicators of our future performance. In the
future, our operating results will likely be below the expectations of
securities analysts and investors. Our failure to meet these expectations would
likely seriously harm the market price of our common stock. Operating results
vary depending on a number of factors, many of which are outside our control.

     In addition, we anticipate that the size of customer orders may increase as
we focus on larger business accounts. As a result, a delay in recognizing
revenue, even from just one account, could have a significant negative impact on
our operating results. In the past, a significant portion of our sales have been
realized near the end of a quarter. As a result, a delay in an anticipated sale
past the end of a particular quarter could negatively impact our operating
results.

     We generally expect that revenues in the first quarter of each year will be
lower than revenues in the fourth quarter of the preceding year due to annual
nature of companies' purchasing and budgeting cycles and the year-to-date
structure of our sales incentive program.

     Our expense levels are relatively fixed and are based, in part, on
expectations as to future revenues. As a result, if revenue levels fall below
our expectations, our net loss will increase because only a small portion of our
expenses vary with our revenues.

WE EXPECT SIGNIFICANT INCREASES IN OUR OPERATING EXPENSES

     We intend to substantially increase our operating expenses as we:

     o    Increase our sales and marketing activities, including expanding our
          direct sales force;

     o    Increase our research and development activities;

     o    Expand our customer support and professional services organizations;
          and

     o    Expand our distribution channels.


                                       4
<PAGE>   12

     With these additional expenses, we must significantly increase our revenues
in order to become profitable. These expenses will be incurred before we
generate any revenues by this increased spending. If we do not significantly
increase revenues from these efforts, our business and operating results would
be seriously harmed.

OUR SUCCESS DEPENDS ON OUR CASTANET PRODUCT FAMILY AND NEW PRODUCT DEVELOPMENT

     We expect to continue to derive substantially all of our revenues from our
Castanet software product family and related services. A decline in the price of
Castanet or our inability to increase sales of Castanet would seriously harm our
business and operating results. We cannot predict Castanet's success. In March
1999 we introduced Castanet 4.0, which was designed to provide customers with
additional functionality. We periodically update Castanet to make improvements
and provide additional enhancements. New versions of Castanet may not provide
the benefits we expect and could fail to meet customers' requirements or achieve
widespread market acceptance.

     Our strategy requires Castanet to be highly scalable -- in other words,
able to rapidly increase deployment size from a limited number of end-users to a
very large number of end-users. If we are unable to achieve this level of
scalability, the attractiveness of our products and services would be
diminished.

WE NEED TO DEVELOP AND INTRODUCE NEW TECHNOLOGIES

     To provide a comprehensive Internet services management solution, we will
need to develop and introduce new products which offer functionality that we do
not currently provide. We may not be able to develop these technologies and
therefore we may not be able to offer a comprehensive Internet services
management solution. In addition, in the past we have experienced delays in new
product releases, and we may experience similar delays in the future. If we fail
to deploy new product releases on a timely basis, our business and operating
results could be seriously harmed.

WE DEPEND ON THE GROWTH OF OUR CUSTOMER BASE

     Our success is substantially dependent on the continued growth of our
customer base. If we fail to increase our customer base, our business and
operating results would be seriously harmed. Our ability to attract new
customers will depend on a variety of factors, including the reliability,
security, scalability and cost-effectiveness of our products and services as
well as our ability to effectively market our products and services. In the
past, we have lost potential customers to competitors for various reasons,
including lower prices.

WE DEPEND ON INCREASED BUSINESS FROM OUR CURRENT CUSTOMERS

     If we fail to generate repeat and expanded business from our current
customers, our business and operating results would be seriously harmed. Many of
our customers initially make a limited purchase of our products and services for
pilot programs. These customers may not choose to purchase additional licenses
to expand their use of Castanet. In addition, as we deploy new versions of
Castanet or introduce new products, our current customers may not require the
functionality of our new products and may not ultimately license these products.

     Because the total amount of maintenance and support fees we receive in any
period depends in large part on the size and number of licenses that we have
previously sold, any downturn in our software license revenues would negatively
impact our future service revenues. In addition, if customers elect not to renew
their maintenance agreements, our service revenues could be significantly
adversely affected.

WE HAVE A LONG SALES CYCLE THAT DEPENDS UPON FACTORS OUTSIDE OUR CONTROL

     A customer's decision to purchase Castanet typically involves a significant
commitment of resources and is influenced by the customer's budget cycles. In
addition, selling Castanet requires us to educate potential customers on its use
and benefits. As a result, our products have a long sales cycle which can take
over six months. We face difficulty predicting the quarter in which sales to
expected customers may occur. The sale of our products is also subject to delays
from the lengthy budgeting, approval and competitive evaluation processes that
typically accompany significant capital expenditures. For example, customers
frequently begin by evaluating our products on a limited basis and devote time
and resources to testing our products before they decide whether or not to
purchase a


                                       5
<PAGE>   13

license for deployment. Customers may also defer orders as a result of
anticipated releases of new products or enhancements by us or our competitors.

WE DEPEND ON OUR RELATIONSHIP WITH TIVOLI

Tivoli, has been a primary reseller of our products. In March of 1998, we also
entered into an original equipment manufacturer agreement with Tivoli under
which Tivoli built upon the Castanet infrastructure to develop a product called
Cross-Site, which was released in April 1999. During the second quarter of 1999,
we derived 11% of our total revenues from Tivoli. This represented a combination
of Castanet sales by Tivoli, as well as royalties on sales of Cross-Site. We
expect revenues from Tivoli's resale of Castanet to rapidly decrease and become
insignificant as Tivoli focuses on the sale of Cross-Site. Furthermore, the per
seat royalties under the OEM agreement are less than the per seat prices under
our reseller agreement with Tivoli. There is no assurance that royalties from
the sale of Cross-Site will be sufficient to replace Tivoli's sales of Castanet.
Any failure of Cross-Site to achieve widespread market acceptance could
significantly harm our business and operating results. Additionally, because
Cross-Site is built upon the Castanet infrastructure, we expect Cross-Site to
compete with our Castanet products.

NOVADIGM HAS CLAIMED THAT WE INFRINGE ITS INTELLECTUAL PROPERTY

     On March 3, 1997, Novadigm filed a complaint against us in the United
States District Court for the Northern District of California, alleging
infringement by us of a patent held by Novadigm (U.S. Patent No. 5,581,764, the
"Novadigm Patent"). Novadigm alleges that our infringement relates to methods
for updating data and software over a computer network that we use in our
Castanet products. The complaint also alleges that we have willfully infringed
the Novadigm Patent and seeks up to triple damages under the United States
Patent Act. On May 2, 1997, we filed our answer to Novadigm's complaint and
filed a counterclaim against Novadigm.

     Litigation is subject to inherent uncertainties. In addition, cases like
this generally involve issues of law that are evolving, presenting further
uncertainty. Our defense of this litigation, regardless of the merits of the
complaint, has been, and will likely continue to be, time-consuming and a
diversion for our personnel. In addition, publicity related to this litigation
has in the past, and will likely in the future, have a negative impact on the
sale of our Castanet products.

     A failure to prevail in the litigation could result in:

     o    Our paying monetary damages, which could be tripled if the
          infringement is found to have been willful;

     o    The issuance of a preliminary or permanent injunction requiring us to
          stop selling Castanet in its current form;

     o    Our having to redesign Castanet, which could be costly and
          time-consuming and could substantially delay Castanet shipments,
          assuming that a redesign is feasible;

     o    Our having to reimburse Novadigm for some or all of its attorneys'
          fees;

     o    Our having to obtain from Novadigm a license to its patent, which
          license might not be made available to us on reasonable terms,
          particularly because Novadigm is a competitor; and/or

     o    Our having to indemnify our customers against any losses they may
          incur due to the alleged infringement.

     Any of these results would seriously harm our business and operating
results. Furthermore, we expect to continue to incur substantial costs in
defending against this litigation and these costs could increase significantly
when our dispute goes to trial. It is possible that these costs could
substantially exceed our expectations in future periods.


                                       6
<PAGE>   14

OUR MARKETS ARE HIGHLY COMPETITIVE

     Our markets are new, rapidly evolving and highly competitive, and we expect
this competition to persist and intensify in the future. Our failure to maintain
and enhance our competitive position could seriously harm our business and
operating results. We encounter current or potential competition from a number
of sources, including:

     o    Sellers of enterprise-wide management systems, which include
          electronic software distribution;

     o    Companies that market products that support the distribution of
          software applications; and

     o    Desktop software management suites.

     In addition, we compete with various methods of application distribution
and management, including the web browser, and with application server vendors
and others that have introduced software distribution capabilities into their
products.

     Potential competitors may bundle their products or incorporate an Internet
services management component into existing products in a manner that
discourages users from purchasing our products. For example, we expect that
future releases of Microsoft's Windows operating systems, which manage the
programs on a computer, will include components addressing Internet services
management functions. Furthermore, new competitors or alliances among
competitors may emerge and rapidly acquire significant market share. Our
competitors may be able to respond more quickly to new or emerging technologies
and changes in customer requirements than we can.

     Some of our competitors have longer operating histories and significantly
greater financial, technical, marketing and other resources than we do. Many of
these companies have more extensive customer bases and broader customer
relationships that they could leverage, including relationships with many of our
current and potential customers. These companies also have significantly more
established customer support and professional services organizations than we do.
In addition, these companies may adopt aggressive pricing policies.

PROTECTION OF OUR INTELLECTUAL PROPERTY IS LIMITED

     We rely on a combination of patent, trademark, trade secret and copyright
law and contractual restrictions to protect the proprietary aspects of our
technology. These legal protections afford only limited protection. Despite our
efforts to protect our proprietary rights, unauthorized parties may attempt to
copy aspects of our products or to obtain and use our proprietary information.
Litigation may be necessary to enforce our intellectual property rights, to
protect our trade secrets and to determine the validity and scope of the
proprietary rights of others. For example, on July 30, 1999 we filed a complaint
against Novadigm alleging patent infringement. Such litigation could result in
substantial costs and diversion of resources and could seriously harm our
business and operating results. The lawsuit is at a preliminary stage, and we
cannot assure that the outcome of this litigation will be favorable to us. In
addition, we sell our products internationally, and the laws of many countries
do not protect our proprietary rights as well as the laws of the United States.

WE MAY BE FOUND TO INFRINGE PROPRIETARY RIGHTS OF OTHERS

     Other companies, including our competitors, may obtain patents or other
proprietary rights that would prevent, or limit or interfere with our ability to
make, use or sell our products. As a result, we may be found to infringe on the
proprietary rights of others. Furthermore, companies in the software market are
increasingly bringing suits alleging infringement of their proprietary rights,
particularly patent rights. We could incur substantial costs to defend any
litigation, and intellectual property litigation could force us to do one or
more of the following:

     o    Cease selling, incorporating or using products or services that
          incorporate the challenged intellectual property;

     o    Obtain a license from the holder of the infringed intellectual
          property right; and

     o    Redesign products or services.

                                       7
<PAGE>   15

In the event of a successful claim of infringement against us and our failure or
inability  to license the  infringed  technology,  our  business  and  operating
results would be significantly harmed.

     We have a limited number of distribution agreements and we may not be able
to increase our number of distribution relationships or maintain our existing
relationships. For example, Netscape, a reseller of our products, accounted for
a significant amount of our revenues in 1997 and 1998, but is no longer a
reseller of our products.

     Our current agreements with our channel partners do not prevent these
companies from selling products of other companies, including products that may
compete with our products, and do not generally require these companies to
purchase minimum quantities of our products. These distributors could give
higher priority to the products of other companies or to their own products,
than they give to our products. In addition, sales through these channels
generally have a lower price than direct sales. As a result, while the loss of,
or significant reduction in sales volume to any of our current or future
distribution partners could seriously harm our revenues and operating results, a
significant increase in sales through these channels could also negatively
impact our gross margins.

WE NEED TO DEVELOP AND EXPAND OUR SALES, MARKETING AND DISTRIBUTION CAPABILITIES

     We need to expand our marketing and direct sales operations in order to
increase market awareness of our products, market Castanet to a greater number
of enterprises and generate increased revenues. However, competition for
qualified sales personnel is intense and we may not be able to hire enough
qualified individuals in the future. Our products and services require a
sophisticated sales effort targeted at senior management of our prospective
customers. New hires require extensive training and typically take at least six
months to achieve full productivity. In addition, we have limited experience
marketing our products broadly to a large number of potential customers.

WE NEED TO EXPAND OUR PROFESSIONAL SERVICES

     We may not be able to attract, train or retain the number of highly
qualified services personnel that our business needs. We believe that growth in
our product sales depends on our ability to provide our customers with
professional services and to educate third-party resellers and consultants on
how to provide similar services. As a result, we plan to increase the number of
our services personnel to meet these needs. However, competition for qualified
services personnel is intense.

     We expect our service revenues to increase in dollar amount as we continue
to provide support, consulting and training services that complement our
products and as our installed base of customers grows. This could negatively
impact our gross margin because margins on revenues derived from services are
generally lower than margins on revenues derived from the license of Castanet.

EXPANDING INTERNATIONALLY IS EXPENSIVE, WE MAY RECEIVE NO BENEFIT FROM OUR
EXPANSION AND OUR INTERNATIONAL OPERATIONS ARE SUBJECT TO GOVERNMENTAL
REGULATION

     We plan to increase our international sales force and operations. However,
we may not be successful in increasing our international sales. In addition, our
international business activities are subject to a variety of risks, including
the adoption of laws, currency fluctuations, actions by third parties and
political and economic conditions that could restrict or eliminate our ability
to do business in foreign jurisdictions. To date, we have not adopted a hedging
program to protect us from risks associated with foreign currency fluctuations.

     Export, and in some cases, import clearances must be obtained before
Castanet can be distributed internationally. Current or new government laws and
regulations, or the application of existing laws and regulations, could expose
us to significant liabilities, significantly slow our growth and seriously harm
our business and operating results.

WE MUST MANAGE OUR GROWTH AND EXPANSION

     Our historical growth has placed, and any further growth is likely to
continue to place, a significant strain on our resources. Any failure to manage
growth effectively could seriously harm our business and operating results. To
be successful, we will need to implement additional management information
systems, improve our operating,


                                       8
<PAGE>   16

administrative, financial and accounting systems and controls, train new
employees and maintain close coordination among our executive, engineering,
accounting, finance, marketing, sales and operations organizations. In addition,
our growth has resulted, and any future growth will result, in increased
responsibilities for management personnel.

WE MUST RETAIN AND ATTRACT KEY PERSONNEL

     Our success depends largely on the skills, experience and performance of
the members of our senior management and other key personnel, including our
President and Chief Executive Officer, Kim Polese, our Executive Vice President,
Worldwide Sales and Chief Operating Officer, Steven P. Williams and our Chief
Technical Officer, Arthur van Hoff. We may not be successful in attracting,
assimilating or retaining qualified personnel in the future. None of our senior
management or other key personnel is bound by an employment agreement. If we
lose one or more of these key employees, our business and operating results
could be seriously harmed. In addition, our future success will depend largely
on our ability to continue attracting and retaining highly skilled personnel.
Like other companies in the San Francisco Bay Area, we face intense competition
for qualified personnel.

WE RELY ON THIRD-PARTY SOFTWARE AND APPLICATIONS

     We integrate third-party security and encryption software and digital
certificates as a component of our software. There are inherent limitations in
the use and capabilities of much of the technology that we license from third
parties. As a result, we face a number of challenges in integrating these
technologies into Castanet. We would be seriously harmed if the providers from
whom we license software ceased to deliver and support reliable products,
enhance their current products or respond to emerging industry standards. In
addition, the third-party software may not continue to be available to us on
commercially reasonable terms or at all. The loss of, or inability to maintain
or obtain this software, could result in shipment delays or reductions.
Furthermore, we might be forced to limit the features available in our current
or future product offerings. Either alternative could seriously harm our
business and operating results.

     Almost all of our products are written in Java and require a Java virtual
machine made available by Sun Microsystems, Inc. in order to operate. Sun may
not continue to make these implementations of the Java virtual machines
available at commercially reasonable terms or at all. Furthermore, if Sun were
to make significant changes to the Java language or its Java virtual machine
implementations, or fail to correct defects and limitations in these products,
our ability to continue to improve and ship our products could be impaired. In
the future, our customers may also require the ability to deploy our products on
platforms for which technically acceptable Java implementations either do not
exist or are not available on commercially reasonable terms. Our customers may
also use particular implementations of the Java virtual machine that may not be
technically or commercially acceptable for integration into our products.

SOFTWARE DEFECTS IN CASTANET WOULD HARM OUR BUSINESS

    Complex  software  products  like ours  often  contain  errors  or  defects,
including  errors relating to security,  particularly  when first  introduced or
when new versions or enhancements are released.  Castanet  extensively  utilizes
digital  certificates and other complex  technology.  Our use of this technology
has in the past and may in the future result in product behavior  problems which
may not be  anticipated by us or our  customers.  For example,  most versions of
Castanet  shipped before  Castanet 4.0 contain digital  certificates  that cause
Castanet and any applications being delivered with Castanet to stop running when
the  certificate  used  expires.  We have  developed an update which avoids this
problem and have distributed the update to customers. It is possible that we may
not have  identified all affected  customers.  Customers that do not install the
update will experience this problem with respect to any  applications  they have
deployed with  Castanet and signed with a certificate  on the date of expiration
of the certificate  they elected to use.  Defects or errors in current or future
products  could result in lost revenues or a delay in market  acceptance,  which
would seriously harm our business and operating results.

     Since many of our customers use our products for business-critical
applications, errors, defects or other performance problems could result in
financial or other damage to our customers and could significantly impair their
operations. Our customers could seek damages for losses related to any of these
issues. For example, we could be subject to claims for losses by customers that
we are unable to identify and notify and, as a result, do not install our


                                       9
<PAGE>   17

update that avoids the digital certificate problem. A product liability claim
brought against us, even if not successful, would likely be time consuming and
costly to defend and could adversely affect our marketing efforts.

YEAR 2000 ISSUES COULD AFFECT OUR BUSINESS

     We are in the process of assessing any Year 2000 issues with the computer
communications, software and security systems that we use to deliver and manage
our products and to manage our internal operations. If our systems do not
operate properly with respect to date calculations involving the Year 2000 and
subsequent dates, we could incur unanticipated expenses to remedy any problems,
which could seriously harm our business. We may also experience reduced sales of
our products as current or potential customers reduce their budgets for Internet
services management products due to increased expenditures on their own Year
2000 compliance efforts.

     We have identified one Year 2000 date-related limitation in earlier
versions of Castanet. Versions of Castanet before 3.2 display date-related data
to the user in a manner that uses only two digits to represent a year. A
two-digit display of the Year 2000 could cause a user to believe the year
represented was 1900 instead of 2000. Despite our testing and correcting, our
products, including Castanet 4.0, may contain errors or faults with respect to
the Year 2000.

VOLATILITY OF STOCK PRICE

     The market price of our common stock has been and is likely to continue to
be highly volatile and may be significantly affected by factors such as actual
or anticipated fluctuations in our operating results, announcements of
technological innovations, new products or new contracts by Marimba or its
competitors, developments with respect to copyrights or proprietary rights and
related litigation, adoption of new accounting standards affecting the software
industry, general market conditions and other factors. In addition, the stock
market has from time to time experienced significant price and volume
fluctuations that have particularly affected the market price for the common
stock of technology companies. These types of broad market fluctuations may
adversely affect the market price of our common stock. In the past, following
periods of volatility in the market price of a company's securities, securities
class action litigation has often been initiated against such company. Such
litigation against Marimba could result in substantial costs and a diversion of
our attention and resources and seriously harm our business and operating
results.

OUR FUTURE CAPITAL NEEDS ARE UNCERTAIN

     We expect that our current cash, cash equivalents and investments will be
sufficient to meet our working capital and capital expenditure needs for at
least twelve months. After that, we may need to raise additional funds, and
additional financing may not be available on favorable terms, if at all. This
could seriously harm our business and operating results. Furthermore, if we
issue additional equity securities, stockholders may experience dilution, and
the new equity securities could have rights senior to those of existing holders
of our common stock. If we cannot raise funds, if needed, on acceptable terms,
we may not be able to develop or enhance our products, take advantage of future
opportunities or respond to competitive pressures or unanticipated requirements.

WE FACE CHALLENGES STEMMING FROM OUR EMERGING MARKETS

     The market for Internet services management software has only recently
begun to develop, is rapidly evolving and will likely have an increasing number
of competitors. We cannot be certain that a viable market for our products will
emerge or be sustainable. If the Internet services management market fails to
develop, or develops more slowly than expected, our business and operating
results would be seriously harmed.

     Furthermore, in order to be successful in this emerging market, we must be
able to differentiate Marimba from our competitors through our product and
service offerings and brand name recognition. We may not be successful in
differentiating Marimba or achieving widespread market acceptance of our
products and services. Furthermore, enterprises that have already invested
substantial resources in other methods of deploying and managing their
applications and services may be reluctant or slow to adopt a new approach that
may replace, limit or compete with their existing systems.


                                       10
<PAGE>   18

WE DEPEND ON CONTINUED USE OF THE INTERNET AND GROWTH OF ELECTRONIC BUSINESS

     Rapid growth in the use of and interest in the Internet has occurred only
recently. As a result, acceptance and use may not continue to develop at
historical rates, and a sufficiently broad base of consumers may not adopt, and
continue to use, the Internet and other online services as a medium of commerce.
Demand and market acceptance for recently introduced services and products over
the Internet are subject to a high level of uncertainty, and there exist few
proven services and products.

     In addition, the Internet may not be accepted as a long-term commercial
marketplace for a number of reasons, including potentially inadequate
development of the necessary network infrastructure or delayed development of
enabling technologies and performance improvements. Our success will depend, in
large part, upon third parties maintaining the Internet infrastructure to
provide a reliable network backbone with the necessary speed, data capacity,
security and hardware necessary for reliable Internet access and services.

WE MUST RESPOND TO RAPID TECHNOLOGICAL CHANGE AND EVOLVING INDUSTRY STANDARDS

     The markets for our Internet services management solutions are marked by
rapid technological change, frequent new product introductions and enhancements,
uncertain product life cycles, changes in customer demands and evolving industry
standards. New products based on new technologies or new industry standards can
quickly render existing products obsolete and unmarketable. Any delays in our
ability to develop and release enhanced or new products could seriously harm our
business and operating results. Our technology is complex, and new products and
product enhancements can require long development and testing periods. Our
failure to conform to prevailing standards could have a negative effect on our
business and operating results.


                                       11
<PAGE>   19

                             REGISTERED STOCKHOLDERS

     The Reoffer Prospectus relates to shares of Common Stock which have been
acquired by certain key employees of the Company and certain of their family
members, both as defined under Form S-8 (the "Registered Stockholders"). The
Registered Stockholders acquired shares of Common Stock to be offered hereunder
pursuant to the exercise of options granted under the 1996 Stock Plan or
pursuant to gifts of such exercised shares.

     The following table sets forth certain information with respect to the
Registered Stockholders as of August 30, 1999:

<TABLE>
<CAPTION>
                                                              Number of            Number of           Number of
                                  Optionee's Position        Shares Owned         Shares to be        Shares Owned
Registered Stockholder            with the Company          Before Offering      Offered Hereby      After Offering
----------------------            -------------------       ---------------      --------------      --------------
<S>                               <C>                       <C>                  <C>                 <C>
Carl Haynes                       Employee                       28,125                625                27,500
Richard S. Michaels               Employee                        1,900              1,900                     0
Susan M. Miller                   Employee                        2,500              2,500                     0
Stratton Sclavos                  Director                       13,734             13,734                     0
Stratton D. Sclavos Cust            (1)                           1,333              1,333                     0
   FBO Alexandra C.
   Sclavos U/CA/GTMA
Stratton D. Sclavos Cust            (1)                           1,333              1,333                     0
   FBO Nicholas C.
   Sclavos U/CA/GTMA
Angelina Wolff                    Employee                        6,250                250                 6,000
Certain unnamed                     (3)                           4,100              4,100                     0
   non-affiliates of the
   Company(2)
</TABLE>
----------
(1)  Director's family member, as defined under Form S-8.
(2)  Each unnamed non-affiliate may use this reoffer prospectus to sell up to
     1,000 shares of common stock.
(3)  Includes employees of the Company and certain family members, as defined
     under Form S-8, of Director.


                                       12
<PAGE>   20

                              PLAN OF DISTRIBUTION

     The shares of Common Stock covered by this Reoffer Prospectus are being
registered by the Company for the account of the Registered Stockholders. The
Company understands that none of such shares will be offered through
underwriters.

     Shares of Common Stock covered by this Reoffer Prospectus may be offered
and sold from time to time by the Registered Stockholders through brokers
through the Nasdaq National Market System or otherwise, at the prices prevailing
at the time of such sales. To the Company's knowledge, no specific brokers or
dealers have been designated by the Registered Stockholders nor has any
agreement been entered into in respect of brokerage commissions or for the
exclusive or coordinated sale of any securities which may be offered pursuant to
this Reoffer Prospectus. The Company will pay all expenses of preparing and
reproducing this Reoffer Prospectus, but will not receive the proceeds from
sales by the Registered Stockholders. Sales will be made at prices prevailing at
the time of such sales.

     The Company will not receive any of the proceeds from the offering
hereunder. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by the Registered Stockholders will be borne by such Registered
Stockholders.


                                       13
<PAGE>   21

                       DOCUMENTS INCORPORATED BY REFERENCE

     Marimba, Inc. ("Marimba" or the "Company") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

     (a)  The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
          ended June 30, 1999 and March 31, 1999; and

     (b)  The Company's prospectus filed with the SEC pursuant to Rule 424(b) of
          the Securities Act of 1933, as amended (the "1933 Act"), in connection
          with the Registration Statement No. 333-72353 on Form S-1 filed with
          the SEC on February 12, 1999, together with any and all amendments
          thereto, in which there is set forth audited financial statements for
          the Company's fiscal years ended December 31, 1996, 1997 and 1998; and

     (c)  The Company's Registration Statement No. 000-25683 on Form 8-A filed
          with the SEC on March 31, 1999, together with all amendments thereto,
          pursuant to Section 12 of the Securities Exchange Act of 1934, as
          amended (the "1934 Act") in which there is described the terms, rights
          and provisions applicable to the Company's outstanding Common Stock.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

                                 INDEMNIFICATION

     Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Article VII,
Section 6, of the Company's Bylaws provides for mandatory indemnification of its
directors and officers and permissible indemnification of employees and other
agents to the maximum extent permitted by the Delaware General Corporation Law.
The Company's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Company and its stockholders. This provision
in the Certificate of Incorporation does not eliminate the fiduciary duty of the
directors, and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Company for acts
or omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Company has entered
into Indemnification Agreements with its officers and directors. The
Indemnification Agreements provide the Company's officers and directors with
further indemnification to the maximum extent permitted by the Delaware General
Corporation Law.


                                       14
<PAGE>   22
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number   Exhibit
--------------   -------
<S>              <C>
     4           Instrument Defining Rights of Stockholders. Reference is made to Company's
                 Registration Statement No. 000-25683 on Form 8-A, together with all amendments
                 thereto, which is incorporated herein by reference pursuant to Item 3(c) of this
                 Registration Statement.

     5           Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.

    23.1         Consent of Ernst & Young LLP, Independent Auditors.

    23.2         Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is
                 contained in Exhibit 5.

    24           Power of Attorney. Reference is made to page II-3 of this Registration
                 Statement.

    99.1         Form of Written Compensation Agreement.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 70205}]
{"company-data": {"conformed-name": "MARIMBA INC", "cik": "0001078295", "assigned-sic": "7372", "irs-number": "770422318", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86121", "film-number": "99702170"}, "business-address": {"street1": "440 CLYDE AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "6509305282"}, "mail-address": {"street1": "440 CLYDE AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
1

     As filed with the Securities and Exchange Commission on August 30, 1999
                                                   Registration No. ____________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                                  MARIMBA, INC.
               (Exact name of Company as specified in its charter)
DELAWARE                                     7372                            77-0422318
       ---------------------------------            ----------------------------            -------------------
(State or other jurisdiction               (Primary Standard Industrial               (IRS Employer
       of incorporation or organization)             Classification Code Number)            Identification No.)
440 CLYDE AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94043
                                 (650) 930-5282
               (Address of principal executive offices) (Zip Code)

                               -------------------

                          MARIMBA, INC. 1996 STOCK PLAN
              SHARES ACQUIRED UNDER WRITTEN COMPENSATION AGREEMENTS
       WITH CERTAIN DESIGNATED INDIVIDUALS AND CERTAIN UNNAMED INDIVIDUALS
                            (Full title of the Plans)
                               -------------------

                                  KIM K. POLESE
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  MARIMBA, INC.
                                440 CLYDE AVENUE
                         MOUNTAIN VIEW, CALIFORNIA 94043
                     (Name and address of agent for service)
                                 (650) 930-5282
          (Telephone number, including area code, of agent for service)
                               -------------------

                         CALCULATION OF REGISTRATION FEE

=========================================================================================================================

            Title of                                              Proposed Maximum     Proposed Maximum
           Securities                          Amount                Offering              Aggregate            Amount of
              to be                             to be                  Price               Offering           Registration
           Registered                       Registered(1)          per Share(2)            Price(2)                Fee
           ----------                       -------------          ------------        ----------------       ------------
Shares Acquired Under Written                   25,775                 $29.91              $770,931               $215
Compensation Agreements with Certain
Designated Individuals and Certain Unnamed
Individuals
=========================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Written Compensation
     Agreements with Certain Designated Individuals and Certain Unnamed
     Individuals by reason of any stock dividend, stock split, recapitalization
     or other similar transaction effected without the receipt of consideration
     which results in an increase in the number of the outstanding shares of
     Common Stock of Marimba, Inc.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low prices per share of Common Stock of Marimba, Inc. on August 25,
     1999.
2

                                EXPLANATORY NOTE

     Marimba, Inc. ("Marimba" or the "Company") has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "1933 Act"), to register shares of its Common
Stock, $0.0001 par value per share. Under cover of this Form S-8 is a Reoffer
Prospectus that Marimba prepared in accordance with Part I of Form S-3 under the
Securities Act of 1933, as amended. The Reoffer Prospectus may be utilized for
reofferings and resales of up to 25,775 shares of Common Stock acquired by
selling stockholders under the Marimba, Inc. 1996 Stock Plan.
3

                                  MARIMBA, INC.

         FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION OF INFORMATION
                         REQUIRED BY PART I OF FORM S-3
Form S-3 Item Number                                      Location/Heading in Prospectus
--------------------                                      ------------------------------
1.  Forepart of Registration Statement and Outside       Cover page
     Front Cover page of Prospectus

 2.  Inside Front and Outside Back Cover Page of          Available Information; Incorporation of Certain
     Prospectus                                             Information by Reference

 3.  Summary Information, Risk Factors and Ratio of       Risk Factors
     Earnings to Fixed Charges

 4.  Use of Proceeds                                      Not applicable

 5.  Determination of Offering Price                      Not applicable

 6.  Dilution                                             Not applicable

 7.  Selling Security Holder                              Selling Security Holder

 8.  Plan of Distribution                                 Plan of Distribution

 9.  Description of Securities to be Registered           Not Applicable

10.  Interests of Named Experts and Counsel               Not Applicable

11.  Material Changes                                     Not Applicable

12.  Incorporation of Certain Information                 Documents Incorporated by Reference

13.  Disclosure of Commission Position on                 Indemnification
     Indemnification for Securities Act Liabilities
4

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Marimba, Inc. ("Marimba" or the "Company") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

     (a)  The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
          ended June 30, 1999 and March 31, 1999; and

     (b)  The Company's prospectus filed with the SEC pursuant to Rule 424(b) of
          the Securities Act of 1933, as amended (the "1933 Act"), in connection
          with the Registration Statement No. 333-72353 on Form S-1 filed with
          the SEC on February 12, 1999, together with any and all amendments
          thereto, in which there is set forth audited financial statements for
          the Company's fiscal years ended December 31, 1996, 1997 and 1998; and

     (c)  The Company's Registration Statement No. 000-25683 on Form 8-A filed
          with the SEC on March 31, 1999, together with all amendments thereto,
          pursuant to Section 12 of the Securities Exchange Act of 1934, as
          amended (the "1934 Act") in which there is described the terms, rights
          and provisions applicable to the Company's outstanding Common Stock.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Article VII,
Section 6, of the Company's Bylaws provides for mandatory indemnification of its
directors and officers and permissible indemnification of employees and other
agents to the maximum extent permitted by the Delaware General Corporation Law.
The Company's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Company and its stockholders. This provision
in the Certificate of Incorporation does not eliminate the fiduciary duty of the
directors, and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Company for acts
or omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Company has entered
into Indemnification Agreements with its officers and directors. The
Indemnification Agreements provide the

                                      II-1
5

Company's officers and directors with further indemnification to the maximum
extent permitted by the Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits
Exhibit Number   Exhibit
--------------   -------
4           Instrument Defining Rights of Stockholders. Reference is made to Company's
                 Registration Statement No. 000-25683 on Form 8-A, together with all amendments
                 thereto, which is incorporated herein by reference pursuant to Item 3(c) of this
                 Registration Statement.

     5           Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
                 LLP.

    23.1         Consent of Ernst & Young LLP, Independent Auditors.

    23.2         Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is
                 contained in Exhibit 5.

    24           Power of Attorney. Reference is made to page II-3 of this Registration
                 Statement.

    99.1         Form of Written Compensation Agreement.
Item 9. Undertakings
        ------------

     A.   The undersigned Company hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the Company pursuant to Section 13 or Section 15(d) of
the 1934 Act that are incorporated by reference in this Registration Statement;
(2) that for the purpose of determining any liability under the 1933 Act each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
Written Compensation Agreements with Certain Designated Individuals and Certain
Unnamed Individuals.

     B.   The undersigned Company hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Company
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Company has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-2
6

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mountain View, State of California on this 27th day
of August, 1999.

                                        MARIMBA, INC.

                                        By: /s/ Kim K. Polese
                                            ------------------------------------
                                            Kim K. Polese
                                            President and Chief
                                            Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Marimba, Inc., a Delaware
corporation, do hereby constitute and appoint Kim K. Polese and Fred M. Gerson,
and either of them, the lawful attorneys-in-fact and agents with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of them, determine
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or either one of them, shall do or cause to be done by
virtue hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                                              Title                                  Date
---------                                              -----                                  ----
/s/ Kim K. Polese                President, Chief Executive Officer and Director     August 27, 1999
----------------------------------   (Principal Executive Officer)
              Kim K. Polese

    /s/ Fred M. Gerson               Vice President, Finance and Chief Financial         August 27, 1999
----------------------------------   Officer (Principal Financial and Accounting
             Fred M. Gerson          Officer)

    /s/ Arthur A. van Hoff           Chief Technology Officer and Director               August 27, 1999
----------------------------------
           Arthur A. van Hoff
II-3
7
Signature                                              Title                                  Date
---------                                              -----                                  ----
/s/ Aneel Bhusri                 Director                                            August 12, 1999
----------------------------------
              Aneel Bhusri

    /s/ Raymond J. Lane              Director                                            August 27, 1999
----------------------------------
             Raymond J. Lane

    /s/ Douglas J. Mackenzie         Director                                            August 27, 1999
----------------------------------
          Douglas J. Mackenzie

    /s/ Stratton D. Sclavos          Director                                            August 27, 1999
----------------------------------
           Stratton D. Sclavos
II-4
8

                             SHARES OF COMMON STOCK
                                  MARIMBA, INC.

     This Reoffer Prospectus relates to 25,775 shares of the common stock, par
value $0.0001 (the "Common Stock"), of Marimba, Inc. ("Marimba" or the
"Company"), which may be offered from time to time by certain key employees and
certain of their family members, both as defined under Form S-8, and named
herein (the "Registered Stockholders"). It is anticipated that the Registered
Stockholders will offer shares for sale at prevailing prices on the Nasdaq
National Market System on the date of sale. The Company will receive no part of
the proceeds of sale made hereunder. All expenses of registration incurred in
connection with this offering are being borne by the Company, but all selling
and other expenses incurred by the Registered Stockholders will be borne by such
Registered Stockholders.

     The Common Stock is traded on the Nasdaq National Market System.

     The Registered Stockholders and any broker executing selling orders on
behalf of the Registered Stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended (the "1933 Act"), in which
event commissions received by such broker may be deemed to be underwriting
commissions under the 1933 Act.

          THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE
           CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR
                               ENTIRE INVESTMENT.
                     SEE "RISK FACTORS" BEGINNING ON PAGE 4.
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
         AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
           ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.

     No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Registered Stockholders. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.

                 The date of this Prospectus is August 30, 1999.

                                       1
9

                              AVAILABLE INFORMATION

     The Company became subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "1934 Act") upon the first
date on which its Common Stock was registered under Section 12(g) of the 1934
Act and in accordance therewith will file reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). Such
reports, proxy statements and other information can be inspected and copied at
the Public Reference Room of the SEC, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the SEC's regional offices at 219 South Dearborn Street, Chicago,
IL 60604; 26 Federal Plaza, New York, NY 10007; and 5757 Wilshire Boulevard, Los
Angeles, CA 90036, at prescribed rates. The Common Stock is quoted on the Nasdaq
National Market System. Reports, proxy statements, informational statements and
other information concerning the Company can be inspected at the offices of the
National Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006.

     The Company intends to furnish its stockholders with annual reports
containing additional financial statements and a report thereon by independent
certified public accountants.

     A copy of any document incorporated by reference in the Registration
Statement (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that the Registration Statement incorporates) of which this
Reoffer Prospectus forms a part but which is not delivered with this Reoffer
Prospectus will be provided by the Company without charge to any person
(including any beneficial owner) to whom this Reoffer Prospectus has been
delivered upon the oral or written request of such person. Such request should
be directed to Todd Smithline, Marimba, Inc., 440 Clyde Avenue, Mountain View,
California 94043. The Company's telephone number at that location is (650)
930-5282.

                                TABLE OF CONTENTS
PAGE
                                                                                ----
THE COMPANY....................................................................   3

RISK FACTORS...................................................................   4

REGISTERED STOCKHOLDERS........................................................  12

PLAN OF DISTRIBUTION...........................................................  13

DOCUMENTS INCORPORATED BY REFERENCE............................................  14

INDEMNIFICATION................................................................  14
2
10

                                   THE COMPANY

     Marimba, Inc. ("Marimba" or the "Company") is a leading provider of
Internet-based software management solutions that enable companies to expand
their market reach, streamline business processes and strengthen relationships
with customers, business partners and employees. Our Castanet product family
provides an efficient and reliable way for enterprises to distribute, update and
manage applications and related data over corporate intranets, extranets and the
Internet.

     Companies are increasingly relying on the Internet to deliver business
critical applications and services to users inside and outside the enterprise.
As the Internet has evolved as a business tool, demands on its infrastructure
have grown and the enterprise computing environment is becoming more complex.
Furthermore, as business applications are increasingly being advertised and
delivered as services, companies and their customers are demanding the same high
levels of availability, ease of use and quality of service that they expect from
common utilities, including electricity and telephone systems. This has created
significant software management challenges. As a result, there is a need for a
new management solution designed specifically for the Internet.

     Marimba develops Internet services management solutions that enable
companies to deploy and manage e-business applications and services, which
encompass business-to-business, business-to-employee and business-to-consumer
communications and transactions over corporate intranets, extranets and the
Internet. Castanet centralizes and automates the ongoing distribution and
management of applications and services. We believe that by using Castanet,
organizations can leverage the Internet to reduce software management costs,
deliver greater functionality and improve customer loyalty. We intend to extend
the Castanet foundation to manage the array of infrastructure, systems and
components upon which business applications and services depend. The key
elements of our strategy are to extend our technological leadership position,
target companies and service providers conducting e-business, expand our
worldwide distribution channels and expand our professional service
capabilities.

     Our global customer base spans multiple industry segments including
financial services, insurance, retail, manufacturing and telecommunications.
Castanet customers include various industry leaders, including Bear Stearns,
Charles Schwab, EarthLink, The Home Depot, Intuit, Ingram Micro, Seagate
Technology and Sun Microsystems. We market our Castanet product worldwide
through a combination of a direct sales force, resellers and distributors.

                               -------------------

     We were incorporated in Delaware in February 1996. Our principal executive
offices are located at 440 Clyde Avenue, Mountain View, California 94043, and
our telephone number is (650) 930-5282.

                                       3
11

                                  RISK FACTORS

OUR LIMITED OPERATING HISTORY MAY PREVENT US FROM ACHIEVING SUCCESS
IN OUR BUSINESS

     We were founded in February 1996 and have a limited operating history. We
began offering our Castanet product in January 1997 and released Castanet 4.0 in
March 1999. We have a limited operating history that may prevent us from
achieving success in our business. The revenues and income potential of our
business and market are unproven. We will encounter challenges and difficulties
frequently encountered by early-stage companies in new and rapidly evolving
markets. We may not successfully address any of these challenges and the failure
to do so would seriously harm our business and operating results. In addition,
because of our limited operating history, we have limited insight into trends
that may emerge and affect our business.

WE HAVE INCURRED LOSSES AND WE EXPECT FUTURE LOSSES

     Our failure to significantly increase our revenues would seriously harm our
business and operating results. We have experienced operating losses in each
quarterly and annual period since inception and we expect to incur significant
losses in the future. As of June 30, 1999, we had an accumulated deficit of
$17.8 million. We expect to significantly increase our research and development,
sales and marketing and general and administrative expenses. As a result, we
will need to significantly increase our quarterly revenues to achieve and
maintain profitability. We may not be able to sustain our recent revenue growth
rates. In fact, we may not have any revenue growth, and our revenues could
decline.

OUR QUARTERLY OPERATING RESULTS ARE VOLATILE AND FUTURE OPERATING RESULTS REMAIN
UNCERTAIN

     Our quarterly operating results have varied significantly in the past and
will likely vary significantly in the future. As a result, we believe that
period-to-period comparisons of our operating results are not meaningful and
should not be relied upon as indicators of our future performance. In the
future, our operating results will likely be below the expectations of
securities analysts and investors. Our failure to meet these expectations would
likely seriously harm the market price of our common stock. Operating results
vary depending on a number of factors, many of which are outside our control.

     In addition, we anticipate that the size of customer orders may increase as
we focus on larger business accounts. As a result, a delay in recognizing
revenue, even from just one account, could have a significant negative impact on
our operating results. In the past, a significant portion of our sales have been
realized near the end of a quarter. As a result, a delay in an anticipated sale
past the end of a particular quarter could negatively impact our operating
results.

     We generally expect that revenues in the first quarter of each year will be
lower than revenues in the fourth quarter of the preceding year due to annual
nature of companies' purchasing and budgeting cycles and the year-to-date
structure of our sales incentive program.

     Our expense levels are relatively fixed and are based, in part, on
expectations as to future revenues. As a result, if revenue levels fall below
our expectations, our net loss will increase because only a small portion of our
expenses vary with our revenues.

WE EXPECT SIGNIFICANT INCREASES IN OUR OPERATING EXPENSES

     We intend to substantially increase our operating expenses as we:

     o    Increase our sales and marketing activities, including expanding our
          direct sales force;

     o    Increase our research and development activities;

     o    Expand our customer support and professional services organizations;
          and

     o    Expand our distribution channels.

                                       4
12

     With these additional expenses, we must significantly increase our revenues
in order to become profitable. These expenses will be incurred before we
generate any revenues by this increased spending. If we do not significantly
increase revenues from these efforts, our business and operating results would
be seriously harmed.

OUR SUCCESS DEPENDS ON OUR CASTANET PRODUCT FAMILY AND NEW PRODUCT DEVELOPMENT

     We expect to continue to derive substantially all of our revenues from our
Castanet software product family and related services. A decline in the price of
Castanet or our inability to increase sales of Castanet would seriously harm our
business and operating results. We cannot predict Castanet's success. In March
1999 we introduced Castanet 4.0, which was designed to provide customers with
additional functionality. We periodically update Castanet to make improvements
and provide additional enhancements. New versions of Castanet may not provide
the benefits we expect and could fail to meet customers' requirements or achieve
widespread market acceptance.

     Our strategy requires Castanet to be highly scalable -- in other words,
able to rapidly increase deployment size from a limited number of end-users to a
very large number of end-users. If we are unable to achieve this level of
scalability, the attractiveness of our products and services would be
diminished.

WE NEED TO DEVELOP AND INTRODUCE NEW TECHNOLOGIES

     To provide a comprehensive Internet services management solution, we will
need to develop and introduce new products which offer functionality that we do
not currently provide. We may not be able to develop these technologies and
therefore we may not be able to offer a comprehensive Internet services
management solution. In addition, in the past we have experienced delays in new
product releases, and we may experience similar delays in the future. If we fail
to deploy new product releases on a timely basis, our business and operating
results could be seriously harmed.

WE DEPEND ON THE GROWTH OF OUR CUSTOMER BASE

     Our success is substantially dependent on the continued growth of our
customer base. If we fail to increase our customer base, our business and
operating results would be seriously harmed. Our ability to attract new
customers will depend on a variety of factors, including the reliability,
security, scalability and cost-effectiveness of our products and services as
well as our ability to effectively market our products and services. In the
past, we have lost potential customers to competitors for various reasons,
including lower prices.

WE DEPEND ON INCREASED BUSINESS FROM OUR CURRENT CUSTOMERS

     If we fail to generate repeat and expanded business from our current
customers, our business and operating results would be seriously harmed. Many of
our customers initially make a limited purchase of our products and services for
pilot programs. These customers may not choose to purchase additional licenses
to expand their use of Castanet. In addition, as we deploy new versions of
Castanet or introduce new products, our current customers may not require the
functionality of our new products and may not ultimately license these products.

     Because the total amount of maintenance and support fees we receive in any
period depends in large part on the size and number of licenses that we have
previously sold, any downturn in our software license revenues would negatively
impact our future service revenues. In addition, if customers elect not to renew
their maintenance agreements, our service revenues could be significantly
adversely affected.

WE HAVE A LONG SALES CYCLE THAT DEPENDS UPON FACTORS OUTSIDE OUR CONTROL

     A customer's decision to purchase Castanet typically involves a significant
commitment of resources and is influenced by the customer's budget cycles. In
addition, selling Castanet requires us to educate potential customers on its use
and benefits. As a result, our products have a long sales cycle which can take
over six months. We face difficulty predicting the quarter in which sales to
expected customers may occur. The sale of our products is also subject to delays
from the lengthy budgeting, approval and competitive evaluation processes that
typically accompany significant capital expenditures. For example, customers
frequently begin by evaluating our products on a limited basis and devote time
and resources to testing our products before they decide whether or not to
purchase a

                                       5
13

license for deployment. Customers may also defer orders as a result of
anticipated releases of new products or enhancements by us or our competitors.

WE DEPEND ON OUR RELATIONSHIP WITH TIVOLI

Tivoli, has been a primary reseller of our products. In March of 1998, we also
entered into an original equipment manufacturer agreement with Tivoli under
which Tivoli built upon the Castanet infrastructure to develop a product called
Cross-Site, which was released in April 1999. During the second quarter of 1999,
we derived 11% of our total revenues from Tivoli. This represented a combination
of Castanet sales by Tivoli, as well as royalties on sales of Cross-Site. We
expect revenues from Tivoli's resale of Castanet to rapidly decrease and become
insignificant as Tivoli focuses on the sale of Cross-Site. Furthermore, the per
seat royalties under the OEM agreement are less than the per seat prices under
our reseller agreement with Tivoli. There is no assurance that royalties from
the sale of Cross-Site will be sufficient to replace Tivoli's sales of Castanet.
Any failure of Cross-Site to achieve widespread market acceptance could
significantly harm our business and operating results. Additionally, because
Cross-Site is built upon the Castanet infrastructure, we expect Cross-Site to
compete with our Castanet products.

NOVADIGM HAS CLAIMED THAT WE INFRINGE ITS INTELLECTUAL PROPERTY

     On March 3, 1997, Novadigm filed a complaint against us in the United
States District Court for the Northern District of California, alleging
infringement by us of a patent held by Novadigm (U.S. Patent No. 5,581,764, the
"Novadigm Patent"). Novadigm alleges that our infringement relates to methods
for updating data and software over a computer network that we use in our
Castanet products. The complaint also alleges that we have willfully infringed
the Novadigm Patent and seeks up to triple damages under the United States
Patent Act. On May 2, 1997, we filed our answer to Novadigm's complaint and
filed a counterclaim against Novadigm.

     Litigation is subject to inherent uncertainties. In addition, cases like
this generally involve issues of law that are evolving, presenting further
uncertainty. Our defense of this litigation, regardless of the merits of the
complaint, has been, and will likely continue to be, time-consuming and a
diversion for our personnel. In addition, publicity related to this litigation
has in the past, and will likely in the future, have a negative impact on the
sale of our Castanet products.

     A failure to prevail in the litigation could result in:

     o    Our paying monetary damages, which could be tripled if the
          infringement is found to have been willful;

     o    The issuance of a preliminary or permanent injunction requiring us to
          stop selling Castanet in its current form;

     o    Our having to redesign Castanet, which could be costly and
          time-consuming and could substantially delay Castanet shipments,
          assuming that a redesign is feasible;

     o    Our having to reimburse Novadigm for some or all of its attorneys'
          fees;

     o    Our having to obtain from Novadigm a license to its patent, which
          license might not be made available to us on reasonable terms,
          particularly because Novadigm is a competitor; and/or

     o    Our having to indemnify our customers against any losses they may
          incur due to the alleged infringement.

     Any of these results would seriously harm our business and operating
results. Furthermore, we expect to continue to incur substantial costs in
defending against this litigation and these costs could increase significantly
when our dispute goes to trial. It is possible that these costs could
substantially exceed our expectations in future periods.

                                       6
14

OUR MARKETS ARE HIGHLY COMPETITIVE

     Our markets are new, rapidly evolving and highly competitive, and we expect
this competition to persist and intensify in the future. Our failure to maintain
and enhance our competitive position could seriously harm our business and
operating results. We encounter current or potential competition from a number
of sources, including:

     o    Sellers of enterprise-wide management systems, which include
          electronic software distribution;

     o    Companies that market products that support the distribution of
          software applications; and

     o    Desktop software management suites.

     In addition, we compete with various methods of application distribution
and management, including the web browser, and with application server vendors
and others that have introduced software distribution capabilities into their
products.

     Potential competitors may bundle their products or incorporate an Internet
services management component into existing products in a manner that
discourages users from purchasing our products. For example, we expect that
future releases of Microsoft's Windows operating systems, which manage the
programs on a computer, will include components addressing Internet services
management functions. Furthermore, new competitors or alliances among
competitors may emerge and rapidly acquire significant market share. Our
competitors may be able to respond more quickly to new or emerging technologies
and changes in customer requirements than we can.

     Some of our competitors have longer operating histories and significantly
greater financial, technical, marketing and other resources than we do. Many of
these companies have more extensive customer bases and broader customer
relationships that they could leverage, including relationships with many of our
current and potential customers. These companies also have significantly more
established customer support and professional services organizations than we do.
In addition, these companies may adopt aggressive pricing policies.

PROTECTION OF OUR INTELLECTUAL PROPERTY IS LIMITED

     We rely on a combination of patent, trademark, trade secret and copyright
law and contractual restrictions to protect the proprietary aspects of our
technology. These legal protections afford only limited protection. Despite our
efforts to protect our proprietary rights, unauthorized parties may attempt to
copy aspects of our products or to obtain and use our proprietary information.
Litigation may be necessary to enforce our intellectual property rights, to
protect our trade secrets and to determine the validity and scope of the
proprietary rights of others. For example, on July 30, 1999 we filed a complaint
against Novadigm alleging patent infringement. Such litigation could result in
substantial costs and diversion of resources and could seriously harm our
business and operating results. The lawsuit is at a preliminary stage, and we
cannot assure that the outcome of this litigation will be favorable to us. In
addition, we sell our products internationally, and the laws of many countries
do not protect our proprietary rights as well as the laws of the United States.

WE MAY BE FOUND TO INFRINGE PROPRIETARY RIGHTS OF OTHERS

     Other companies, including our competitors, may obtain patents or other
proprietary rights that would prevent, or limit or interfere with our ability to
make, use or sell our products. As a result, we may be found to infringe on the
proprietary rights of others. Furthermore, companies in the software market are
increasingly bringing suits alleging infringement of their proprietary rights,
particularly patent rights. We could incur substantial costs to defend any
litigation, and intellectual property litigation could force us to do one or
more of the following:

     o    Cease selling, incorporating or using products or services that
          incorporate the challenged intellectual property;

     o    Obtain a license from the holder of the infringed intellectual
          property right; and

     o    Redesign products or services.

                                       7
15

In the event of a successful claim of infringement against us and our failure or
inability  to license the  infringed  technology,  our  business  and  operating
results would be significantly harmed.

     We have a limited number of distribution agreements and we may not be able
to increase our number of distribution relationships or maintain our existing
relationships. For example, Netscape, a reseller of our products, accounted for
a significant amount of our revenues in 1997 and 1998, but is no longer a
reseller of our products.

     Our current agreements with our channel partners do not prevent these
companies from selling products of other companies, including products that may
compete with our products, and do not generally require these companies to
purchase minimum quantities of our products. These distributors could give
higher priority to the products of other companies or to their own products,
than they give to our products. In addition, sales through these channels
generally have a lower price than direct sales. As a result, while the loss of,
or significant reduction in sales volume to any of our current or future
distribution partners could seriously harm our revenues and operating results, a
significant increase in sales through these channels could also negatively
impact our gross margins.

WE NEED TO DEVELOP AND EXPAND OUR SALES, MARKETING AND DISTRIBUTION CAPABILITIES

     We need to expand our marketing and direct sales operations in order to
increase market awareness of our products, market Castanet to a greater number
of enterprises and generate increased revenues. However, competition for
qualified sales personnel is intense and we may not be able to hire enough
qualified individuals in the future. Our products and services require a
sophisticated sales effort targeted at senior management of our prospective
customers. New hires require extensive training and typically take at least six
months to achieve full productivity. In addition, we have limited experience
marketing our products broadly to a large number of potential customers.

WE NEED TO EXPAND OUR PROFESSIONAL SERVICES

     We may not be able to attract, train or retain the number of highly
qualified services personnel that our business needs. We believe that growth in
our product sales depends on our ability to provide our customers with
professional services and to educate third-party resellers and consultants on
how to provide similar services. As a result, we plan to increase the number of
our services personnel to meet these needs. However, competition for qualified
services personnel is intense.

     We expect our service revenues to increase in dollar amount as we continue
to provide support, consulting and training services that complement our
products and as our installed base of customers grows. This could negatively
impact our gross margin because margins on revenues derived from services are
generally lower than margins on revenues derived from the license of Castanet.

EXPANDING INTERNATIONALLY IS EXPENSIVE, WE MAY RECEIVE NO BENEFIT FROM OUR
EXPANSION AND OUR INTERNATIONAL OPERATIONS ARE SUBJECT TO GOVERNMENTAL
REGULATION

     We plan to increase our international sales force and operations. However,
we may not be successful in increasing our international sales. In addition, our
international business activities are subject to a variety of risks, including
the adoption of laws, currency fluctuations, actions by third parties and
political and economic conditions that could restrict or eliminate our ability
to do business in foreign jurisdictions. To date, we have not adopted a hedging
program to protect us from risks associated with foreign currency fluctuations.

     Export, and in some cases, import clearances must be obtained before
Castanet can be distributed internationally. Current or new government laws and
regulations, or the application of existing laws and regulations, could expose
us to significant liabilities, significantly slow our growth and seriously harm
our business and operating results.

WE MUST MANAGE OUR GROWTH AND EXPANSION

     Our historical growth has placed, and any further growth is likely to
continue to place, a significant strain on our resources. Any failure to manage
growth effectively could seriously harm our business and operating results. To
be successful, we will need to implement additional management information
systems, improve our operating,

                                       8
16

administrative, financial and accounting systems and controls, train new
employees and maintain close coordination among our executive, engineering,
accounting, finance, marketing, sales and operations organizations. In addition,
our growth has resulted, and any future growth will result, in increased
responsibilities for management personnel.

WE MUST RETAIN AND ATTRACT KEY PERSONNEL

     Our success depends largely on the skills, experience and performance of
the members of our senior management and other key personnel, including our
President and Chief Executive Officer, Kim Polese, our Executive Vice President,
Worldwide Sales and Chief Operating Officer, Steven P. Williams and our Chief
Technical Officer, Arthur van Hoff. We may not be successful in attracting,
assimilating or retaining qualified personnel in the future. None of our senior
management or other key personnel is bound by an employment agreement. If we
lose one or more of these key employees, our business and operating results
could be seriously harmed. In addition, our future success will depend largely
on our ability to continue attracting and retaining highly skilled personnel.
Like other companies in the San Francisco Bay Area, we face intense competition
for qualified personnel.

WE RELY ON THIRD-PARTY SOFTWARE AND APPLICATIONS

     We integrate third-party security and encryption software and digital
certificates as a component of our software. There are inherent limitations in
the use and capabilities of much of the technology that we license from third
parties. As a result, we face a number of challenges in integrating these
technologies into Castanet. We would be seriously harmed if the providers from
whom we license software ceased to deliver and support reliable products,
enhance their current products or respond to emerging industry standards. In
addition, the third-party software may not continue to be available to us on
commercially reasonable terms or at all. The loss of, or inability to maintain
or obtain this software, could result in shipment delays or reductions.
Furthermore, we might be forced to limit the features available in our current
or future product offerings. Either alternative could seriously harm our
business and operating results.

     Almost all of our products are written in Java and require a Java virtual
machine made available by Sun Microsystems, Inc. in order to operate. Sun may
not continue to make these implementations of the Java virtual machines
available at commercially reasonable terms or at all. Furthermore, if Sun were
to make significant changes to the Java language or its Java virtual machine
implementations, or fail to correct defects and limitations in these products,
our ability to continue to improve and ship our products could be impaired. In
the future, our customers may also require the ability to deploy our products on
platforms for which technically acceptable Java implementations either do not
exist or are not available on commercially reasonable terms. Our customers may
also use particular implementations of the Java virtual machine that may not be
technically or commercially acceptable for integration into our products.

SOFTWARE DEFECTS IN CASTANET WOULD HARM OUR BUSINESS

    Complex  software  products  like ours  often  contain  errors  or  defects,
including  errors relating to security,  particularly  when first  introduced or
when new versions or enhancements are released.  Castanet  extensively  utilizes
digital  certificates and other complex  technology.  Our use of this technology
has in the past and may in the future result in product behavior  problems which
may not be  anticipated by us or our  customers.  For example,  most versions of
Castanet  shipped before  Castanet 4.0 contain digital  certificates  that cause
Castanet and any applications being delivered with Castanet to stop running when
the  certificate  used  expires.  We have  developed an update which avoids this
problem and have distributed the update to customers. It is possible that we may
not have  identified all affected  customers.  Customers that do not install the
update will experience this problem with respect to any  applications  they have
deployed with  Castanet and signed with a certificate  on the date of expiration
of the certificate  they elected to use.  Defects or errors in current or future
products  could result in lost revenues or a delay in market  acceptance,  which
would seriously harm our business and operating results.

     Since many of our customers use our products for business-critical
applications, errors, defects or other performance problems could result in
financial or other damage to our customers and could significantly impair their
operations. Our customers could seek damages for losses related to any of these
issues. For example, we could be subject to claims for losses by customers that
we are unable to identify and notify and, as a result, do not install our

                                       9
17

update that avoids the digital certificate problem. A product liability claim
brought against us, even if not successful, would likely be time consuming and
costly to defend and could adversely affect our marketing efforts.

YEAR 2000 ISSUES COULD AFFECT OUR BUSINESS

     We are in the process of assessing any Year 2000 issues with the computer
communications, software and security systems that we use to deliver and manage
our products and to manage our internal operations. If our systems do not
operate properly with respect to date calculations involving the Year 2000 and
subsequent dates, we could incur unanticipated expenses to remedy any problems,
which could seriously harm our business. We may also experience reduced sales of
our products as current or potential customers reduce their budgets for Internet
services management products due to increased expenditures on their own Year
2000 compliance efforts.

     We have identified one Year 2000 date-related limitation in earlier
versions of Castanet. Versions of Castanet before 3.2 display date-related data
to the user in a manner that uses only two digits to represent a year. A
two-digit display of the Year 2000 could cause a user to believe the year
represented was 1900 instead of 2000. Despite our testing and correcting, our
products, including Castanet 4.0, may contain errors or faults with respect to
the Year 2000.

VOLATILITY OF STOCK PRICE

     The market price of our common stock has been and is likely to continue to
be highly volatile and may be significantly affected by factors such as actual
or anticipated fluctuations in our operating results, announcements of
technological innovations, new products or new contracts by Marimba or its
competitors, developments with respect to copyrights or proprietary rights and
related litigation, adoption of new accounting standards affecting the software
industry, general market conditions and other factors. In addition, the stock
market has from time to time experienced significant price and volume
fluctuations that have particularly affected the market price for the common
stock of technology companies. These types of broad market fluctuations may
adversely affect the market price of our common stock. In the past, following
periods of volatility in the market price of a company's securities, securities
class action litigation has often been initiated against such company. Such
litigation against Marimba could result in substantial costs and a diversion of
our attention and resources and seriously harm our business and operating
results.

OUR FUTURE CAPITAL NEEDS ARE UNCERTAIN

     We expect that our current cash, cash equivalents and investments will be
sufficient to meet our working capital and capital expenditure needs for at
least twelve months. After that, we may need to raise additional funds, and
additional financing may not be available on favorable terms, if at all. This
could seriously harm our business and operating results. Furthermore, if we
issue additional equity securities, stockholders may experience dilution, and
the new equity securities could have rights senior to those of existing holders
of our common stock. If we cannot raise funds, if needed, on acceptable terms,
we may not be able to develop or enhance our products, take advantage of future
opportunities or respond to competitive pressures or unanticipated requirements.

WE FACE CHALLENGES STEMMING FROM OUR EMERGING MARKETS

     The market for Internet services management software has only recently
begun to develop, is rapidly evolving and will likely have an increasing number
of competitors. We cannot be certain that a viable market for our products will
emerge or be sustainable. If the Internet services management market fails to
develop, or develops more slowly than expected, our business and operating
results would be seriously harmed.

     Furthermore, in order to be successful in this emerging market, we must be
able to differentiate Marimba from our competitors through our product and
service offerings and brand name recognition. We may not be successful in
differentiating Marimba or achieving widespread market acceptance of our
products and services. Furthermore, enterprises that have already invested
substantial resources in other methods of deploying and managing their
applications and services may be reluctant or slow to adopt a new approach that
may replace, limit or compete with their existing systems.

                                       10
18

WE DEPEND ON CONTINUED USE OF THE INTERNET AND GROWTH OF ELECTRONIC BUSINESS

     Rapid growth in the use of and interest in the Internet has occurred only
recently. As a result, acceptance and use may not continue to develop at
historical rates, and a sufficiently broad base of consumers may not adopt, and
continue to use, the Internet and other online services as a medium of commerce.
Demand and market acceptance for recently introduced services and products over
the Internet are subject to a high level of uncertainty, and there exist few
proven services and products.

     In addition, the Internet may not be accepted as a long-term commercial
marketplace for a number of reasons, including potentially inadequate
development of the necessary network infrastructure or delayed development of
enabling technologies and performance improvements. Our success will depend, in
large part, upon third parties maintaining the Internet infrastructure to
provide a reliable network backbone with the necessary speed, data capacity,
security and hardware necessary for reliable Internet access and services.

WE MUST RESPOND TO RAPID TECHNOLOGICAL CHANGE AND EVOLVING INDUSTRY STANDARDS

     The markets for our Internet services management solutions are marked by
rapid technological change, frequent new product introductions and enhancements,
uncertain product life cycles, changes in customer demands and evolving industry
standards. New products based on new technologies or new industry standards can
quickly render existing products obsolete and unmarketable. Any delays in our
ability to develop and release enhanced or new products could seriously harm our
business and operating results. Our technology is complex, and new products and
product enhancements can require long development and testing periods. Our
failure to conform to prevailing standards could have a negative effect on our
business and operating results.

                                       11
19

                             REGISTERED STOCKHOLDERS

     The Reoffer Prospectus relates to shares of Common Stock which have been
acquired by certain key employees of the Company and certain of their family
members, both as defined under Form S-8 (the "Registered Stockholders"). The
Registered Stockholders acquired shares of Common Stock to be offered hereunder
pursuant to the exercise of options granted under the 1996 Stock Plan or
pursuant to gifts of such exercised shares.

     The following table sets forth certain information with respect to the
Registered Stockholders as of August 30, 1999:
Number of            Number of           Number of
                                  Optionee's Position        Shares Owned         Shares to be        Shares Owned
Registered Stockholder            with the Company          Before Offering      Offered Hereby      After Offering
----------------------            -------------------       ---------------      --------------      --------------
Carl Haynes                       Employee                       28,125                625                27,500
Richard S. Michaels               Employee                        1,900              1,900                     0
Susan M. Miller                   Employee                        2,500              2,500                     0
Stratton Sclavos                  Director                       13,734             13,734                     0
Stratton D. Sclavos Cust            (1)                           1,333              1,333                     0
   FBO Alexandra C.
   Sclavos U/CA/GTMA
Stratton D. Sclavos Cust            (1)                           1,333              1,333                     0
   FBO Nicholas C.
   Sclavos U/CA/GTMA
Angelina Wolff                    Employee                        6,250                250                 6,000
Certain unnamed                     (3)                           4,100              4,100                     0
   non-affiliates of the
   Company(2)
----------
(1)  Director's family member, as defined under Form S-8.
(2)  Each unnamed non-affiliate may use this reoffer prospectus to sell up to
     1,000 shares of common stock.
(3)  Includes employees of the Company and certain family members, as defined
     under Form S-8, of Director.

                                       12
20

                              PLAN OF DISTRIBUTION

     The shares of Common Stock covered by this Reoffer Prospectus are being
registered by the Company for the account of the Registered Stockholders. The
Company understands that none of such shares will be offered through
underwriters.

     Shares of Common Stock covered by this Reoffer Prospectus may be offered
and sold from time to time by the Registered Stockholders through brokers
through the Nasdaq National Market System or otherwise, at the prices prevailing
at the time of such sales. To the Company's knowledge, no specific brokers or
dealers have been designated by the Registered Stockholders nor has any
agreement been entered into in respect of brokerage commissions or for the
exclusive or coordinated sale of any securities which may be offered pursuant to
this Reoffer Prospectus. The Company will pay all expenses of preparing and
reproducing this Reoffer Prospectus, but will not receive the proceeds from
sales by the Registered Stockholders. Sales will be made at prices prevailing at
the time of such sales.

     The Company will not receive any of the proceeds from the offering
hereunder. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by the Registered Stockholders will be borne by such Registered
Stockholders.

                                       13
21

                       DOCUMENTS INCORPORATED BY REFERENCE

     Marimba, Inc. ("Marimba" or the "Company") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

     (a)  The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
          ended June 30, 1999 and March 31, 1999; and

     (b)  The Company's prospectus filed with the SEC pursuant to Rule 424(b) of
          the Securities Act of 1933, as amended (the "1933 Act"), in connection
          with the Registration Statement No. 333-72353 on Form S-1 filed with
          the SEC on February 12, 1999, together with any and all amendments
          thereto, in which there is set forth audited financial statements for
          the Company's fiscal years ended December 31, 1996, 1997 and 1998; and

     (c)  The Company's Registration Statement No. 000-25683 on Form 8-A filed
          with the SEC on March 31, 1999, together with all amendments thereto,
          pursuant to Section 12 of the Securities Exchange Act of 1934, as
          amended (the "1934 Act") in which there is described the terms, rights
          and provisions applicable to the Company's outstanding Common Stock.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

                                 INDEMNIFICATION

     Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Article VII,
Section 6, of the Company's Bylaws provides for mandatory indemnification of its
directors and officers and permissible indemnification of employees and other
agents to the maximum extent permitted by the Delaware General Corporation Law.
The Company's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of their
fiduciary duty as directors to the Company and its stockholders. This provision
in the Certificate of Incorporation does not eliminate the fiduciary duty of the
directors, and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Company for acts
or omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Company has entered
into Indemnification Agreements with its officers and directors. The
Indemnification Agreements provide the Company's officers and directors with
further indemnification to the maximum extent permitted by the Delaware General
Corporation Law.

                                       14
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                                 EXHIBIT INDEX
Exhibit Number   Exhibit
--------------   -------
4           Instrument Defining Rights of Stockholders. Reference is made to Company's
                 Registration Statement No. 000-25683 on Form 8-A, together with all amendments
                 thereto, which is incorporated herein by reference pursuant to Item 3(c) of this
                 Registration Statement.

     5           Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.

    23.1         Consent of Ernst & Young LLP, Independent Auditors.

    23.2         Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is
                 contained in Exhibit 5.

    24           Power of Attorney. Reference is made to page II-3 of this Registration
                 Statement.

    99.1         Form of Written Compensation Agreement.