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
                                                    ------------------------------
  
  
                                 TIBCO Software Inc.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
            Delaware                  000-26579                 77-0449727
  ----------------------------      ------------     -----------------------------
  (State or other jurisdiction      (Commission                (IRS Employer
         of incorporation)          File Number)            Identification No.)
  
  
                                  3165 Porter Drive
                             Palo Alto, California 94304
                         ----------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:        (650) 846-1000
                                                     -----------------------------
  
  
                                   Not Applicable
  --------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  <PAGE>
  
  Item 5.   Other Events
            ------------
  
            On January 5, 2002, TIBCO Software Inc. ("TIBCO") and Talarian
  Corporation, a Delaware corporation ("Talarian"), 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 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 9, 2002
  
                                  TIBCO SOFTWARE INC.
  
  
  
                                  By:    /s/ ROBERT P. STEFANSKI
                                     ---------------------------------------------
                                        Robert P. Stefanski
                                        Executive Vice President, General Counsel
                                        and Secretary
  
  <PAGE>
  
                                  INDEX TO EXHIBITS
  
  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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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
                                                    ------------------------------
  
                                 TIBCO Software Inc.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
            Delaware                  000-26579                 77-0449727
  ----------------------------      ------------     -----------------------------
  (State or other jurisdiction      (Commission                (IRS Employer
         of incorporation)          File Number)            Identification No.)
  
                                  3165 Porter Drive
                             Palo Alto, California 94304
                         ----------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:        (650) 846-1000
                                                     -----------------------------
  
                                   Not Applicable
  --------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  Item 5.   Other Events
            ------------
  
            On January 5, 2002, TIBCO Software Inc. ("TIBCO") and Talarian
  Corporation, a Delaware corporation ("Talarian"), 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 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 9, 2002
  
                                  TIBCO SOFTWARE INC.
  
                                  By:    /s/ ROBERT P. STEFANSKI
                                     ---------------------------------------------
                                        Robert P. Stefanski
                                        Executive Vice President, General Counsel
                                        and Secretary
  INDEX TO EXHIBITS
  
  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.