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
  
                                  August 8, 2000
                 Date of Report (Date of earliest event reported):
  
                                SOFTWARE.COM, INC.
              (Exact name of registrant as specified in its charter)
  <TABLE>
  <S>                              <C>                               <C>
            Delaware                          000-26379                        77-0392373
  (State or other jurisdiction               (Commission                      (IRS Employer
        of incorporation)                    File Number)                 Identification Number)
  </TABLE>
  
                                525 ANACAPA STREET
                          SANTA BARBARA, CALIFORNIA 93101
                     (Address of principal executive offices)
  
                                  (805) 882-2470
                Registrant's telephone number, including area code
  
                                        N/A
           (Former name or former address, if changed since last report)
  
  ________________________________________________________________________________
  <PAGE>
  
  ITEM 5.   OTHER EVENTS
  
       On August 8, 2000, Software.com, Inc., a Delaware corporation
  ("Software.com"), and Phone.com, Inc., a Delaware corporation ("Phone.com"),
  entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant
  to which the two companies intend to combine in a merger of equals.
  
       Pursuant to the Merger Agreement, and subject to the conditions set forth
  therein (including approval of the transaction by the stockholders of
  Software.com and Phone.com), Silver Merger Sub, a Delaware corporation and a
  wholly-owned subsidiary of Phone.com ("Merger Sub"), will be merged with and
  into Software.com (the "Merger").  At the effective time of the Merger, the
  separate existence of Merger Sub will cease and Software.com will continue as
  the surviving corporation and as a wholly-owned subsidiary of Phone.com.  In
  connection with the Merger, holders of outstanding shares of Software.com common
  stock will receive, in exchange for each share of Software.com common stock held
  by them, 1.6105 (the "Exchange Ratio") shares of Phone.com common stock.  In
  addition, Phone.com will assume all options outstanding under Software.com's
  existing stock option plans, and each option will be or will later become
  exercisable for shares of Phone.com common stock rather than shares of
  Software.com common stock, in an amount adjusted to reflect the Exchange Ratio,
  and at an exercise price adjusted to reflect the Exchange Ratio.  The Merger is
  intended to be a tax-free reorganization under Section 368(a) of the Internal
  Revenue Code of 1986, as amended, and is expected to be treated as a pooling-of-
  interests for financial accounting purposes, in accordance with generally
  accepted accounting principles.
  
       In connection with the Merger Agreement, Software.com and Phone.com entered
  into Stock Option Agreements dated as of August 8, 2000, pursuant to which
  Phone.com has the right, under certain circumstances, to purchase up to
  9,724,460 shares of Software common stock at a price of $125.7197 per share (the
  "Option Agreement") and Software.com has the right, under certain circumstances,
  to purchase up to 16,516,497 shares of Phone.com common stock at a price of
  $78.0625 per share. In addition, certain significant stockholders of
  Software.com have entered into Voting Agreements with Phone.com dated as of
  August 8, 2000 (the "Voting Agreements"), pursuant to which the stockholder has
  agreed to vote the shares of Software.com common stock beneficially owned by the
  stockholder in favor of adoption of the Merger Agreement. Certain significant
  stockholders of Phone.com also entered into Voting Agreements with
  Software.com dated as of August 8, 2000, pursuant to which the stockholder has
  agreed to vote the shares of Phone.com common stock beneficially owned by the
  stockholder in favor of the issuance of Phone.com common stock in the Merger and
  an amendment to Phone.com's Certificate of Incorporation to change Phone.com's
  name in connection with the Merger.
  
       In addition, the Board of Directors of Software.com has approved the
  adoption of a stockholders' rights plan.  Under the Preferred Stock Rights
  Agreement (the "Rights Agreement"), the Software.com Board of Directors declared
  a dividend of one right (a "Right") to purchase one one-thousandth of a share of
  the Company's Series A Participating Preferred Stock, $0.001 par value ("Series
  A Preferred"), for each outstanding share of Software.com common stock.  The
  dividend is expected to be payable on August 24, 2000 to stockholders of record
  as of the close of business on that date. The Rights are not currently
  exercisable. Under certain conditions, each Right entitles the
  
                                        -2-
  <PAGE>
  
  registered holder to purchase from Software.com one one-thousandth of a share of
  Series A Preferred at an exercise price of Six Hundred Dollars ($600.00) (the
  "Exercise Price"), subject to adjustment. If an acquiror (an "Acquiring Person")
  obtains 15% or more of Software.com common stock (other than pursuant to a
  tender offer deemed adequate and in the best interests of Software.com and its
  stockholders by the Software.com Board of Directors and other than by Phone.com
  pursuant to the Merger Agreement, the Option Agreement or the Voting
  Agreements), then each Right (other than Rights owned by an Acquiring Person or
  its affiliates) will entitle the holder thereof to purchase, for the Exercise
  Price, a number of shares of Software.com's Common Stock having a then current
  market value of twice the Exercise Price. If, after an Acquiring Person obtains
  15% or more of the Software.com common stock, (a) Software.com merges into
  another entity, (b) an acquiring entity merges into Software.com or (c)
  Software.com sells more than 50% of Software.com's assets or earning power, then
  each Right (other than Rights owned by an Acquiring Person or its affiliates)
  will entitle the holder thereof to purchase, for the Exercise Price, a number of
  shares of Software.com common stock of the person engaging in the transaction
  having a then current market value of twice the Exercise Price. Under certain
  conditions, the rights may be redeemed by Software.com's Board of Directors, in
  whole, but not in part, at a price of $0.001 per right. The rights have no
  voting privileges and will attach to and automatically trade with the
  Software.com common stock. The rights expire on the earlier of the 10-year
  anniversary of the adoption of the Software.com Preferred Stock Rights
  Agreement, the exchange or redemption of the rights, or the effectiveness of the
  Merger.
  
       Mr. Donald J. Listwin, Executive Vice President of Cisco Systems, will
  serve as the President and Chief Executive Officer of the combined company.
  
       A copy of the Merger Agreement and the exhibits attached thereto are filed
  herewith as Exhibits 2.1.  Such exhibit is hereby incorporated by reference
  herein and the foregoing description is qualified in its entirety by reference
  to such exhibit.
  
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS
  
       (c)  Exhibits.
  
       2.1  Agreement and Plan of Merger dated as of August 8, 2000, by and among
            Phone.com, Inc., a Delaware corporation, Silver Merger Sub, Inc., a
            Delaware corporation and a wholly-owned subsidiary of Phone.com, Inc.,
            and Software.com, Inc., a Delaware corporation.
  
                                        -3-
  <PAGE>
  
                                     SIGNATURES
  
          Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this Report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  Dated: August 9, 2000                  SOFTWARE.COM, INC.
  
                                         /S/ CRAIG A. SHELBURNE
                                         __________________________________
                                         Craig A. Shelburne
                                         Senior Vice President and General Counsel
  
                                        -4-
  <PAGE>
  
                                 INDEX TO EXHIBITS
                                 -----------------
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number      Description of Document
  ------      -----------------------
  <S>         <C>
    2.1       Agreement and Plan of Merger dated as of August 8, 2000, by and
              among Phone.com, Inc., a Delaware corporation, Silver Merger Sub,
              Inc., a Delaware corporation and a wholly-owned subsidiary of
              Phone.com, Inc., and Software.com, Inc., a Delaware corporation.
  </TABLE>
  
                                        -5-
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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
  
                                  August 8, 2000
                 Date of Report (Date of earliest event reported):
  
                                SOFTWARE.COM, INC.
              (Exact name of registrant as specified in its charter)
  Delaware                          000-26379                        77-0392373
  (State or other jurisdiction               (Commission                      (IRS Employer
        of incorporation)                    File Number)                 Identification Number)
  525 ANACAPA STREET
                          SANTA BARBARA, CALIFORNIA 93101
                     (Address of principal executive offices)
  
                                  (805) 882-2470
                Registrant's telephone number, including area code
  
                                        N/A
           (Former name or former address, if changed since last report)
  
  ________________________________________________________________________________
  ITEM 5.   OTHER EVENTS
  
       On August 8, 2000, Software.com, Inc., a Delaware corporation
  ("Software.com"), and Phone.com, Inc., a Delaware corporation ("Phone.com"),
  entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant
  to which the two companies intend to combine in a merger of equals.
  
       Pursuant to the Merger Agreement, and subject to the conditions set forth
  therein (including approval of the transaction by the stockholders of
  Software.com and Phone.com), Silver Merger Sub, a Delaware corporation and a
  wholly-owned subsidiary of Phone.com ("Merger Sub"), will be merged with and
  into Software.com (the "Merger").  At the effective time of the Merger, the
  separate existence of Merger Sub will cease and Software.com will continue as
  the surviving corporation and as a wholly-owned subsidiary of Phone.com.  In
  connection with the Merger, holders of outstanding shares of Software.com common
  stock will receive, in exchange for each share of Software.com common stock held
  by them, 1.6105 (the "Exchange Ratio") shares of Phone.com common stock.  In
  addition, Phone.com will assume all options outstanding under Software.com's
  existing stock option plans, and each option will be or will later become
  exercisable for shares of Phone.com common stock rather than shares of
  Software.com common stock, in an amount adjusted to reflect the Exchange Ratio,
  and at an exercise price adjusted to reflect the Exchange Ratio.  The Merger is
  intended to be a tax-free reorganization under Section 368(a) of the Internal
  Revenue Code of 1986, as amended, and is expected to be treated as a pooling-of-
  interests for financial accounting purposes, in accordance with generally
  accepted accounting principles.
  
       In connection with the Merger Agreement, Software.com and Phone.com entered
  into Stock Option Agreements dated as of August 8, 2000, pursuant to which
  Phone.com has the right, under certain circumstances, to purchase up to
  9,724,460 shares of Software common stock at a price of $125.7197 per share (the
  "Option Agreement") and Software.com has the right, under certain circumstances,
  to purchase up to 16,516,497 shares of Phone.com common stock at a price of
  $78.0625 per share. In addition, certain significant stockholders of
  Software.com have entered into Voting Agreements with Phone.com dated as of
  August 8, 2000 (the "Voting Agreements"), pursuant to which the stockholder has
  agreed to vote the shares of Software.com common stock beneficially owned by the
  stockholder in favor of adoption of the Merger Agreement. Certain significant
  stockholders of Phone.com also entered into Voting Agreements with
  Software.com dated as of August 8, 2000, pursuant to which the stockholder has
  agreed to vote the shares of Phone.com common stock beneficially owned by the
  stockholder in favor of the issuance of Phone.com common stock in the Merger and
  an amendment to Phone.com's Certificate of Incorporation to change Phone.com's
  name in connection with the Merger.
  
       In addition, the Board of Directors of Software.com has approved the
  adoption of a stockholders' rights plan.  Under the Preferred Stock Rights
  Agreement (the "Rights Agreement"), the Software.com Board of Directors declared
  a dividend of one right (a "Right") to purchase one one-thousandth of a share of
  the Company's Series A Participating Preferred Stock, $0.001 par value ("Series
  A Preferred"), for each outstanding share of Software.com common stock.  The
  dividend is expected to be payable on August 24, 2000 to stockholders of record
  as of the close of business on that date. The Rights are not currently
  exercisable. Under certain conditions, each Right entitles the
  
                                        -2-
  registered holder to purchase from Software.com one one-thousandth of a share of
  Series A Preferred at an exercise price of Six Hundred Dollars ($600.00) (the
  "Exercise Price"), subject to adjustment. If an acquiror (an "Acquiring Person")
  obtains 15% or more of Software.com common stock (other than pursuant to a
  tender offer deemed adequate and in the best interests of Software.com and its
  stockholders by the Software.com Board of Directors and other than by Phone.com
  pursuant to the Merger Agreement, the Option Agreement or the Voting
  Agreements), then each Right (other than Rights owned by an Acquiring Person or
  its affiliates) will entitle the holder thereof to purchase, for the Exercise
  Price, a number of shares of Software.com's Common Stock having a then current
  market value of twice the Exercise Price. If, after an Acquiring Person obtains
  15% or more of the Software.com common stock, (a) Software.com merges into
  another entity, (b) an acquiring entity merges into Software.com or (c)
  Software.com sells more than 50% of Software.com's assets or earning power, then
  each Right (other than Rights owned by an Acquiring Person or its affiliates)
  will entitle the holder thereof to purchase, for the Exercise Price, a number of
  shares of Software.com common stock of the person engaging in the transaction
  having a then current market value of twice the Exercise Price. Under certain
  conditions, the rights may be redeemed by Software.com's Board of Directors, in
  whole, but not in part, at a price of $0.001 per right. The rights have no
  voting privileges and will attach to and automatically trade with the
  Software.com common stock. The rights expire on the earlier of the 10-year
  anniversary of the adoption of the Software.com Preferred Stock Rights
  Agreement, the exchange or redemption of the rights, or the effectiveness of the
  Merger.
  
       Mr. Donald J. Listwin, Executive Vice President of Cisco Systems, will
  serve as the President and Chief Executive Officer of the combined company.
  
       A copy of the Merger Agreement and the exhibits attached thereto are filed
  herewith as Exhibits 2.1.  Such exhibit is hereby incorporated by reference
  herein and the foregoing description is qualified in its entirety by reference
  to such exhibit.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS
  
       (c)  Exhibits.
  
       2.1  Agreement and Plan of Merger dated as of August 8, 2000, by and among
            Phone.com, Inc., a Delaware corporation, Silver Merger Sub, Inc., a
            Delaware corporation and a wholly-owned subsidiary of Phone.com, Inc.,
            and Software.com, Inc., a Delaware corporation.
  
                                        -3-
  SIGNATURES
  
          Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this Report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  Dated: August 9, 2000                  SOFTWARE.COM, INC.
  
                                         /S/ CRAIG A. SHELBURNE
                                         __________________________________
                                         Craig A. Shelburne
                                         Senior Vice President and General Counsel
  
                                        -4-
  INDEX TO EXHIBITS
                                 -----------------
  Exhibit
  Number      Description of Document
  ------      -----------------------
  2.1       Agreement and Plan of Merger dated as of August 8, 2000, by and
              among Phone.com, Inc., a Delaware corporation, Silver Merger Sub,
              Inc., a Delaware corporation and a wholly-owned subsidiary of
              Phone.com, Inc., and Software.com, Inc., a Delaware corporation.
  -5-