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):  November 23, 1999
  
  
  
                            AGILE SOFTWARE CORPORATION
              (Exact name of registrant as specified in its charter)
  
  
            Delaware                        333-_____              77-0397905
  (State or other jurisdiction of    (Commission File Number)   (I.R.S. Employer)
  incorporation or organization)                               Identification No.)
  
  
  
  
           One Almaden Boulevard
           San Jose, California                               95113-2211
   (Address of principal executive offices)                   (Zip Code)
  
  
  
        Registrant's telephone number, including area code:  (408) 975-3900
  
                                  Not applicable.
                   --------------------------------------------
           (Former name or former address, if changed since last report)
  <PAGE>
  
  Item 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
           On November 23, 1999, pursuant to an Agreement and Plan of
  Reorganization dated as of October 10, 1999 (the "Merger Agreement") among Agile
  Software Corporation (the "Company") Alaska Acquisition Corporation, a Delaware
  corporation and wholly-owned subsidiary of the Company ("Merger Sub"), and
  Digital Market, Inc., a California corporation ("Digital"), the Company
  completed its acquisition (the "Merger") of Digital by merging Digital with and
  into Merger Sub, with Merger Sub the surviving corporation in the Merger. Merger
  Sub has subsequently been renamed Digital Market, Inc. The Merger has been
  accounted for as a purchase business combination.
  
           Under the terms of the Merger, each outstanding share of capital stock
  and warrants to acquire capital stock of Digital ("Digital Capital Stock") was
  converted into the right to receive 0.02426 of a share of the common stock of
  the Company ("Company Common Stock") and the right to receive cash in the amount
  of $.7930 per share of Digital Capital Stock. The purchase price included
  $20.0 million in cash and approximately $79.2 million in Company Common Stock,
  based upon the issuance of 611,765 shares at $129.50 per share, based upon
  Agile's average stock price a number of days before and after the transaction
  measurement date, in exchange for all of the issued and outstanding capital
  stock and warrants of Digital. In addition, Agile assumed all of the outstanding
  options to purchase the common stock of Digital under its stock option plans,
  which were converted into options to purchase an aggregate of 10,758 shares of
  Company Common Stock. The estimated fair value of the assumed options is
  approximately $7.8 million and was included as a component of the purchase
  price. Agile also anticipates incurring approximately $2.0 million in
  acquisition expenses. The total purchase price of Digital was $109.0 million.
  The Company used a portion of its proceeds from its initial public offering in
  August 1999 as the source of funds of the cash portion of the purchase price.
  
           The amount of the Merger consideration was determined through
  arms-length negotiation. There were no material relationships between the
  Digital shareholders and the Company or any of its affiliates, any director or
  officer of the Company or any associate of any such director or officer prior to
  the Merger.
  
  Item 7.  Financial Statements and Exhibits.
  
                 (a)  Financial statements of business acquired. The financial
                      statements required pursuant to Rule 3-05 of Regulation S-X
                      were previously reported in the Company's Registration
                      Statement on Form S-1, as filed with the Securities and
                      Exchange Commission on November 26, 1999, are incorporated
                      by reference herein, and pursuant to General Instruction B.3
                      of Form 8-K are not additionally reported herein.
  
                 (b)  Pro forma financial information. The financial information
                      required pursuant to Article 11 of Regulation S-X was
                      previously reported in the Company's Registration Statement
                      on Form S-1, as filed with the Securities and Exchange
                      Commission on November 26, 1999, is incorporated by
                      reference herein, and pursuant to General Instruction B.3 of
                      Form 8-K is not additionally reported herein.
  
  
                 (c)  Exhibits.
  
  Exhibit No.          Description
  ----------           -----------
  
  2.1                  Agreement and Plan of Merger, dated as of October 10, 1999
                       among Agile Software Corporation, Alaska Acquisition
                       Corporation, a Delaware corporation and wholly-owned
                       subsidiary of Agile, and Digital Market, Inc., a California
                       corporation.
  
                       The above agreement contains a list identifying all
                       exhibits and schedules thereto not filed as a part of
                       Exhibit 2.1. The Company agrees to furnish supplementally a
                       copy of any omitted exhibits or schedules to the Securities
                       and Exchange Commission upon request.
  
                                         2
  <PAGE>
  Exhibit No.          Description
  -----------          -----------
  2.2                  Certificate of Merger dated November 23, 1999, filed with
                       the Secretary of State of the State of Delaware on
                       November 23, 1999.
  
  99.1                 Press release announcing completion of the Merger.
  
                                         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.
  
  
  
                                      Agile Software Corporation
  
  
  
  December 8, 1999                    By:   /s/ Thomas P. Shanahan
                                         -------------------------------
                                         Thomas P. Shanahan,
                                         Executive Vice President and
                                         Chief Financial Officer
  
                                         4
  <PAGE>
  
                                   Exhibit Index
  
  
  
  Exhibit No.          Description
  ----------           -----------
  
  2.1                  Agreement and Plan of Merger, dated as of October 10, 1999
                       among Agile Software Corporation, Alaska Acquisition
                       Corporation, a Delaware corporation and wholly-owned
                       subsidiary of Agile, and Digital Market, Inc., a California
                       corporation.
  
  2.2                  Certificate of Merger dated November 23, 1999, filed with
                       the Secretary of State of the State of Delaware on
                       November 23, 1999.
  
  99.1                 Press release announcing completion of the Merger.
  
                                         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
  
       Date of Report (Date of earliest event reported):  November 23, 1999
  
                            AGILE SOFTWARE CORPORATION
              (Exact name of registrant as specified in its charter)
  
            Delaware                        333-_____              77-0397905
  (State or other jurisdiction of    (Commission File Number)   (I.R.S. Employer)
  incorporation or organization)                               Identification No.)
  
           One Almaden Boulevard
           San Jose, California                               95113-2211
   (Address of principal executive offices)                   (Zip Code)
  
        Registrant's telephone number, including area code:  (408) 975-3900
  
                                  Not applicable.
                   --------------------------------------------
           (Former name or former address, if changed since last report)
  Item 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
           On November 23, 1999, pursuant to an Agreement and Plan of
  Reorganization dated as of October 10, 1999 (the "Merger Agreement") among Agile
  Software Corporation (the "Company") Alaska Acquisition Corporation, a Delaware
  corporation and wholly-owned subsidiary of the Company ("Merger Sub"), and
  Digital Market, Inc., a California corporation ("Digital"), the Company
  completed its acquisition (the "Merger") of Digital by merging Digital with and
  into Merger Sub, with Merger Sub the surviving corporation in the Merger. Merger
  Sub has subsequently been renamed Digital Market, Inc. The Merger has been
  accounted for as a purchase business combination.
  
           Under the terms of the Merger, each outstanding share of capital stock
  and warrants to acquire capital stock of Digital ("Digital Capital Stock") was
  converted into the right to receive 0.02426 of a share of the common stock of
  the Company ("Company Common Stock") and the right to receive cash in the amount
  of $.7930 per share of Digital Capital Stock. The purchase price included
  $20.0 million in cash and approximately $79.2 million in Company Common Stock,
  based upon the issuance of 611,765 shares at $129.50 per share, based upon
  Agile's average stock price a number of days before and after the transaction
  measurement date, in exchange for all of the issued and outstanding capital
  stock and warrants of Digital. In addition, Agile assumed all of the outstanding
  options to purchase the common stock of Digital under its stock option plans,
  which were converted into options to purchase an aggregate of 10,758 shares of
  Company Common Stock. The estimated fair value of the assumed options is
  approximately $7.8 million and was included as a component of the purchase
  price. Agile also anticipates incurring approximately $2.0 million in
  acquisition expenses. The total purchase price of Digital was $109.0 million.
  The Company used a portion of its proceeds from its initial public offering in
  August 1999 as the source of funds of the cash portion of the purchase price.
  
           The amount of the Merger consideration was determined through
  arms-length negotiation. There were no material relationships between the
  Digital shareholders and the Company or any of its affiliates, any director or
  officer of the Company or any associate of any such director or officer prior to
  the Merger.
  
  Item 7.  Financial Statements and Exhibits.
  
                 (a)  Financial statements of business acquired. The financial
                      statements required pursuant to Rule 3-05 of Regulation S-X
                      were previously reported in the Company's Registration
                      Statement on Form S-1, as filed with the Securities and
                      Exchange Commission on November 26, 1999, are incorporated
                      by reference herein, and pursuant to General Instruction B.3
                      of Form 8-K are not additionally reported herein.
  
                 (b)  Pro forma financial information. The financial information
                      required pursuant to Article 11 of Regulation S-X was
                      previously reported in the Company's Registration Statement
                      on Form S-1, as filed with the Securities and Exchange
                      Commission on November 26, 1999, is incorporated by
                      reference herein, and pursuant to General Instruction B.3 of
                      Form 8-K is not additionally reported herein.
  
                 (c)  Exhibits.
  
  Exhibit No.          Description
  ----------           -----------
  
  2.1                  Agreement and Plan of Merger, dated as of October 10, 1999
                       among Agile Software Corporation, Alaska Acquisition
                       Corporation, a Delaware corporation and wholly-owned
                       subsidiary of Agile, and Digital Market, Inc., a California
                       corporation.
  
                       The above agreement contains a list identifying all
                       exhibits and schedules thereto not filed as a part of
                       Exhibit 2.1. The Company agrees to furnish supplementally a
                       copy of any omitted exhibits or schedules to the Securities
                       and Exchange Commission upon request.
  
                                         2
  Exhibit No.          Description
  -----------          -----------
  2.2                  Certificate of Merger dated November 23, 1999, filed with
                       the Secretary of State of the State of Delaware on
                       November 23, 1999.
  
  99.1                 Press release announcing completion of the Merger.
  
                                         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.
  
                                      Agile Software Corporation
  
  December 8, 1999                    By:   /s/ Thomas P. Shanahan
                                         -------------------------------
                                         Thomas P. Shanahan,
                                         Executive Vice President and
                                         Chief Financial Officer
  
                                         4
  Exhibit Index
  
  Exhibit No.          Description
  ----------           -----------
  
  2.1                  Agreement and Plan of Merger, dated as of October 10, 1999
                       among Agile Software Corporation, Alaska Acquisition
                       Corporation, a Delaware corporation and wholly-owned
                       subsidiary of Agile, and Digital Market, Inc., a California
                       corporation.
  
  2.2                  Certificate of Merger dated November 23, 1999, filed with
                       the Secretary of State of the State of Delaware on
                       November 23, 1999.
  
  99.1                 Press release announcing completion of the Merger.
  
                                         5