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):      October 20,  1999
                                                        --------------------------
  
                                SOFTWARE.COM, INC.
  --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
  
   Delaware                     000-26379                      77-0392373
  --------------------------------------------------------------------------------
  (State or other               (Commission                   (IRS Employer
  jurisdiction of               File Number)              Identification Number)
  incorporation)
  
           525 ANACAPA STREET, SANTA BARBARA, CALIFORNIA                  93101
  --------------------------------------------------------------------------------
              (Address of principal executive offices)                  (Zip Code)
  
  Registrant's telephone number, including area code:  (805) 882-2470
                                                       ---------------------------
  
                                        N/A
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  <PAGE>
  
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.
            ------------------------------------
  
       On October 20, 1999 (the "Closing Date"), pursuant to an Agreement and Plan
  of Reorganization dated as of October 20, 1999 (the "Reorganization Agreement")
  among Software.com, Inc., a Delaware corporation ("Software.com"), Software.com
  Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of
  Software.com ("Merger Sub"), Telarc, Inc., a New York corporation ("TelArc"),
  and Thomas Gleason, the sole shareholder of Telarc, Software.com acquired Telarc
  by means of a merger (the "Merger") of Telarc with and into Merger Sub, with
  Merger Sub  remaining as the surviving corporation in the Merger.  As a result
  of the Merger, Telarc became a wholly-owned subsidiary of Software.com.  Merger
  Sub was formed solely for the purpose of effecting the Merger.  Software.com is
  a leading developer of carrier-scale Internet infrastructure applications for
  service providers worldwide.  TelArc is a developer of wireless and telephony
  Internet infrastructure applications.
  
       Pursuant to the Reorganization Agreement, an aggregate of 211,918 shares of
  Software.com Common Stock were issued, $1,500,000 in cash was paid and an
  aggregate of $3,500,000 in cash will be paid in equal installments of $350,000
  on the last business day of each of the ten consecutive fiscal quarters
  beginning with the quarter ending March 31, 2000, in exchange for all of the
  issued and outstanding common stock of Telarc. The actual number of shares
  issued in connection with the transaction is subject to downward adjustment to
  the extent that claims are made against an escrow fund created at the time of
  the transaction.
  
       The consideration paid by Software.com for the outstanding capital stock of
  Telarc pursuant to the Reorganization Agreement was determined pursuant to arms'
  length negotiations and took into account various factors concerning the
  valuation of the business of Telarc.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
            ---------------------------------
  
       (a)  Financial Statements of Telarc
            ------------------------------
  
            The Financial Information required to be filed pursuant to Item 7(a)
  of Form 8-K was not available at the time of filing of this Current Report on
  Form 8-K and will be filed on a Form 8-K/A as soon as practicable, but in no
  event later than 60 days after the date this Form 8-K is required to be filed.
  
       (b) Pro Forma Financial Information.
           -------------------------------
  
            The Pro Forma Financial Information required to be filed pursuant to
  Item 7(b) of Form 8-K was not available at the time of filing of this Current
  Report on Form 8-K and will be filed on a Form 8-K/A as soon as practicable, but
  in no event later than 60 days after the date this Form 8-K is required to be
  filed.
  
       (c)  Exhibits
            --------
  
              2.1  Agreement and Plan of Reorganization dated as of October 20,
                   1999.
  
              2.2  Certificate of Merger dated October 20, 1999, filed with the
                   Secretary of State of   Delaware on October 20, 1999.
  
              2.3  Certificate of Merger dated October 20, 1999, filed with the
                   Secretary of State of New York on October 20, 1999.
  
                                        -2-
  <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:    October 29, 1999               SOFTWARE.COM, INC.
  
  
                                           /s/ John S. Ingalls
                                        ------------------------------------------
                                        John S. Ingalls
                                        Senior Vice President, Chief Financial
                                        Officer
  
                                        -3-
  <PAGE>
  
                                 INDEX TO EXHIBITS
                                 -----------------
  
  
      Exhibit
      Number            Description of Document
      ------            -----------------------
  
         2.1  Agreement and Plan of Reorganization dated as of October 20, 1999.
  
         2.2  Certificate of Merger dated October 20, 1999, filed with the
              Secretary of State of Delaware on October 20, 1999.
  
         2.3  Certificate of Merger dated October 20, 1999, filed with the
              Secretary of State of New York on October 20, 1999.
  
                                        -4-
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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):      October 20,  1999
                                                        --------------------------
  
                                SOFTWARE.COM, INC.
  --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
   Delaware                     000-26379                      77-0392373
  --------------------------------------------------------------------------------
  (State or other               (Commission                   (IRS Employer
  jurisdiction of               File Number)              Identification Number)
  incorporation)
  
           525 ANACAPA STREET, SANTA BARBARA, CALIFORNIA                  93101
  --------------------------------------------------------------------------------
              (Address of principal executive offices)                  (Zip Code)
  
  Registrant's telephone number, including area code:  (805) 882-2470
                                                       ---------------------------
  
                                        N/A
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.
            ------------------------------------
  
       On October 20, 1999 (the "Closing Date"), pursuant to an Agreement and Plan
  of Reorganization dated as of October 20, 1999 (the "Reorganization Agreement")
  among Software.com, Inc., a Delaware corporation ("Software.com"), Software.com
  Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of
  Software.com ("Merger Sub"), Telarc, Inc., a New York corporation ("TelArc"),
  and Thomas Gleason, the sole shareholder of Telarc, Software.com acquired Telarc
  by means of a merger (the "Merger") of Telarc with and into Merger Sub, with
  Merger Sub  remaining as the surviving corporation in the Merger.  As a result
  of the Merger, Telarc became a wholly-owned subsidiary of Software.com.  Merger
  Sub was formed solely for the purpose of effecting the Merger.  Software.com is
  a leading developer of carrier-scale Internet infrastructure applications for
  service providers worldwide.  TelArc is a developer of wireless and telephony
  Internet infrastructure applications.
  
       Pursuant to the Reorganization Agreement, an aggregate of 211,918 shares of
  Software.com Common Stock were issued, $1,500,000 in cash was paid and an
  aggregate of $3,500,000 in cash will be paid in equal installments of $350,000
  on the last business day of each of the ten consecutive fiscal quarters
  beginning with the quarter ending March 31, 2000, in exchange for all of the
  issued and outstanding common stock of Telarc. The actual number of shares
  issued in connection with the transaction is subject to downward adjustment to
  the extent that claims are made against an escrow fund created at the time of
  the transaction.
  
       The consideration paid by Software.com for the outstanding capital stock of
  Telarc pursuant to the Reorganization Agreement was determined pursuant to arms'
  length negotiations and took into account various factors concerning the
  valuation of the business of Telarc.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
            ---------------------------------
  
       (a)  Financial Statements of Telarc
            ------------------------------
  
            The Financial Information required to be filed pursuant to Item 7(a)
  of Form 8-K was not available at the time of filing of this Current Report on
  Form 8-K and will be filed on a Form 8-K/A as soon as practicable, but in no
  event later than 60 days after the date this Form 8-K is required to be filed.
  
       (b) Pro Forma Financial Information.
           -------------------------------
  
            The Pro Forma Financial Information required to be filed pursuant to
  Item 7(b) of Form 8-K was not available at the time of filing of this Current
  Report on Form 8-K and will be filed on a Form 8-K/A as soon as practicable, but
  in no event later than 60 days after the date this Form 8-K is required to be
  filed.
  
       (c)  Exhibits
            --------
  
              2.1  Agreement and Plan of Reorganization dated as of October 20,
                   1999.
  
              2.2  Certificate of Merger dated October 20, 1999, filed with the
                   Secretary of State of   Delaware on October 20, 1999.
  
              2.3  Certificate of Merger dated October 20, 1999, filed with the
                   Secretary of State of New York on October 20, 1999.
  
                                        -2-
  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:    October 29, 1999               SOFTWARE.COM, INC.
  
                                           /s/ John S. Ingalls
                                        ------------------------------------------
                                        John S. Ingalls
                                        Senior Vice President, Chief Financial
                                        Officer
  
                                        -3-
  INDEX TO EXHIBITS
                                 -----------------
  
      Exhibit
      Number            Description of Document
      ------            -----------------------
  
         2.1  Agreement and Plan of Reorganization dated as of October 20, 1999.
  
         2.2  Certificate of Merger dated October 20, 1999, filed with the
              Secretary of State of Delaware on October 20, 1999.
  
         2.3  Certificate of Merger dated October 20, 1999, filed with the
              Secretary of State of New York on October 20, 1999.
  
                                        -4-