content: <PAGE>
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
  
                                      FORM 8-K
  
                Current Report Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
  Date of Report (date of earliest event reported          January 4, 2002
                                                    ------------------------------
  
                                TALARIAN CORPORATION
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
             Delaware                 000-31011                33-0323810
  ----------------------------      -------------         -------------------
  (State or other jurisdiction       (Commission             (IRS Employer
        of incorporation)            File Number)         Identification No.)
  
  
  
                                  333 Distel Circle
                             Los Altos, California 94022
                             ---------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:        (650) 965-8050
                                                      ----------------------------
  
                                   Not Applicable
  --------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  
  
  
  
  
  <PAGE>
  
  Item 5.           Other Events
                    ------------
  
                    On January 5, 2002, Talarian Corporation and TIBCO Software
  Inc., a Delaware corporation ("TIBCO") issued a joint press release announcing
  the execution of a definitive agreement for TIBCO to acquire Talarian in a stock
  and cash transaction valued at approximately $115 million, including the
  assumption of stock options.
  
                    Pursuant to the agreement, at the effective time of the
    merger, each outstanding share of Talarian common stock, other than dissenting
    shares, will be automatically converted into the right to receive: (i) $2.65
    in cash, without interest, and (ii) a fraction of a share of common stock of
    TIBCO equal to (a) $2.65 divided by (b) the average of the closing sales
    prices for one share of TIBCO common stock as reported on the Nasdaq National
    Market for the ten consecutive trading days ending (and including) one day
    prior to the closing date of the transaction (the "Closing Trading Price");
    provided that if such calculation yields a Closing Trading Price that is
    greater than $16.21, then the Closing Trading Price shall be deemed to be
    $16.21; and provided further that if such calculation yields a Closing Trading
    Price that is less than $12.16, then the Closing Trading Price shall be deemed
    to be $12.16. Outstanding options and warrants to purchase Talarian common
    stock will be assumed by TIBCO and become exercisable for the same combination
    of cash and TIBCO stock as Talarian shares.
  
                    This transaction is subject to customary closing conditions,
  including the approval of Talarian stockholders, and is expected to close by the
  end of TIBCO's second fiscal quarter 2002. Stockholders of Talarian holding
  approximately 35% of Talarian's outstanding shares have agreed to vote in favor
  of the proposed transaction at the meeting of Talarian stockholders to be
  convened to consider the transaction.
  
                    The foregoing description is not a description of all material
  terms of the transaction. You should read the documents that are attached as
  exhibits to this report for a more complete understanding of the transaction.
  The joint press release announcing the signing of the agreement is also filed as
  an exhibit to this report.
  
  Item 7.           Financial Statements and Exhibits
                    ---------------------------------
  
                    (c)      Exhibits
                             --------
  
                             2.1      Agreement and Plan of Merger dated as of
                                      January 4, 2002 by and among TIBCO Software
                                      Inc., Panther Acquisition Corp. and Talarian
                                      Corporation.
  
                             2.2      Form of Voting Agreement dated as of January
                                      4, 2002 by and among TIBCO Software Inc. and
                                      each of certain individual stockholders of
                                      Talarian Corporation.
  
                             99.1     Press Release dated January 5, 2002.
  
  
  
  
  <PAGE>
  
                                      SIGNATURE
  
                    Pursuant to the requirements of the Securities Exchange Act of
  1934, the Registrant has duly caused this report to be signed on its behalf by
  the undersigned hereunto duly authorized.
  
  Dated:  January 8, 2002
  
                                    TALARIAN CORPORATION
  
  
  
                                    By: /s/ MICHAEL A. MORGAN
                                        -----------------------------
                                        Michael A. Morgan
                                        Vice President, Finance and Administration
                                        and Chief Financial Officer
                                        (principal accounting officer)
  
  
  <PAGE>
  
                                  INDEX TO EXHIBIT
  
  
     Exhibit
     Number                             Description of Exhibit
   -----------      --------------------------------------------------------------
  
  
     2.1            Agreement and Plan of Merger dated as of January 4, 2002 by
                    and among TIBCO Software Inc., Panther Acquisition Corp. and
                    Talarian Corporation.
  
     2.2            Form of Voting Agreement dated as of January 4, 2002 by and
                    among TIBCO Software Inc. and each of certain individual
                    stockholders of Talarian Corporation.
  
     99.1           Press Release dated January 5, 2002.
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metadata_filer: {"company-data": {"conformed-name": "TALARIAN CORP", "cik": "0000857914", "assigned-sic": "7372", "irs-number": "330323810", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-31011", "film-number": "2504203"}, "business-address": {"street1": "333 DISTEL CIRCLE", "city": "LOS ALTOS", "state": "CA", "zip": "94022-1404", "phone": "6509658050"}, "mail-address": {"street1": "333 DISTEL CIRCLE", "city": "LOS ALTOS", "state": "CA", "zip": "94022-1404"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                Current Report Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
  Date of Report (date of earliest event reported          January 4, 2002
                                                    ------------------------------
  
                                TALARIAN CORPORATION
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
             Delaware                 000-31011                33-0323810
  ----------------------------      -------------         -------------------
  (State or other jurisdiction       (Commission             (IRS Employer
        of incorporation)            File Number)         Identification No.)
  
                                  333 Distel Circle
                             Los Altos, California 94022
                             ---------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:        (650) 965-8050
                                                      ----------------------------
  
                                   Not Applicable
  --------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  Item 5.           Other Events
                    ------------
  
                    On January 5, 2002, Talarian Corporation and TIBCO Software
  Inc., a Delaware corporation ("TIBCO") issued a joint press release announcing
  the execution of a definitive agreement for TIBCO to acquire Talarian in a stock
  and cash transaction valued at approximately $115 million, including the
  assumption of stock options.
  
                    Pursuant to the agreement, at the effective time of the
    merger, each outstanding share of Talarian common stock, other than dissenting
    shares, will be automatically converted into the right to receive: (i) $2.65
    in cash, without interest, and (ii) a fraction of a share of common stock of
    TIBCO equal to (a) $2.65 divided by (b) the average of the closing sales
    prices for one share of TIBCO common stock as reported on the Nasdaq National
    Market for the ten consecutive trading days ending (and including) one day
    prior to the closing date of the transaction (the "Closing Trading Price");
    provided that if such calculation yields a Closing Trading Price that is
    greater than $16.21, then the Closing Trading Price shall be deemed to be
    $16.21; and provided further that if such calculation yields a Closing Trading
    Price that is less than $12.16, then the Closing Trading Price shall be deemed
    to be $12.16. Outstanding options and warrants to purchase Talarian common
    stock will be assumed by TIBCO and become exercisable for the same combination
    of cash and TIBCO stock as Talarian shares.
  
                    This transaction is subject to customary closing conditions,
  including the approval of Talarian stockholders, and is expected to close by the
  end of TIBCO's second fiscal quarter 2002. Stockholders of Talarian holding
  approximately 35% of Talarian's outstanding shares have agreed to vote in favor
  of the proposed transaction at the meeting of Talarian stockholders to be
  convened to consider the transaction.
  
                    The foregoing description is not a description of all material
  terms of the transaction. You should read the documents that are attached as
  exhibits to this report for a more complete understanding of the transaction.
  The joint press release announcing the signing of the agreement is also filed as
  an exhibit to this report.
  
  Item 7.           Financial Statements and Exhibits
                    ---------------------------------
  
                    (c)      Exhibits
                             --------
  
                             2.1      Agreement and Plan of Merger dated as of
                                      January 4, 2002 by and among TIBCO Software
                                      Inc., Panther Acquisition Corp. and Talarian
                                      Corporation.
  
                             2.2      Form of Voting Agreement dated as of January
                                      4, 2002 by and among TIBCO Software Inc. and
                                      each of certain individual stockholders of
                                      Talarian Corporation.
  
                             99.1     Press Release dated January 5, 2002.
  SIGNATURE
  
                    Pursuant to the requirements of the Securities Exchange Act of
  1934, the Registrant has duly caused this report to be signed on its behalf by
  the undersigned hereunto duly authorized.
  
  Dated:  January 8, 2002
  
                                    TALARIAN CORPORATION
  
                                    By: /s/ MICHAEL A. MORGAN
                                        -----------------------------
                                        Michael A. Morgan
                                        Vice President, Finance and Administration
                                        and Chief Financial Officer
                                        (principal accounting officer)
  INDEX TO EXHIBIT
  
     Exhibit
     Number                             Description of Exhibit
   -----------      --------------------------------------------------------------
  
     2.1            Agreement and Plan of Merger dated as of January 4, 2002 by
                    and among TIBCO Software Inc., Panther Acquisition Corp. and
                    Talarian Corporation.
  
     2.2            Form of Voting Agreement dated as of January 4, 2002 by and
                    among TIBCO Software Inc. and each of certain individual
                    stockholders of Talarian Corporation.
  
     99.1           Press Release dated January 5, 2002.