SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) OF THE

ofSECURITIES ~~the~~EXCHANGE ~~Securities~~ACT ~~Exchange~~OF ~~Act of~~ 1934

Date of Report (Date of earliest event reported): ~~April~~July 2814, 2004

MARIMBA, INC.

(Exact ~~name~~Name of Registrant as ~~specified~~ Specified in ~~its charter~~Charter)

Delaware

Delaware

000-25683

77-0422318

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

(State or other jurisdiction of incorporation)


440 Clyde Avenue, Mountain View, California		94043
(Address of Principal Executive Offices)		(Zip Code)

000-25683		77-0422318
(Commission File Number)		(IRS Employer Identification No.)
	440 Clyde Avenue, Mountain View, CA	94043
	(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (650) 930-5282

~~(650)~~None. ~~930-5282~~

(~~Registrant’s~~Former ~~telephone~~Name ~~number~~or Former Address, ~~including~~If ~~area~~Changed ~~code~~Since Last Report)

~~Not~~ITEM ~~Applicable~~5. OTHER EVENTS

~~(Former~~Stockholder ~~name~~Vote oron ~~former~~Acquisition ~~address~~of Marimba by BMC Software. At the special meeting of stockholders held today, ifJuly ~~changed~~14, ~~since~~2004, ~~last~~Marimba ~~report)~~stockholders of record on May 29, 2004 approved a proposal for Marimba to be acquired by BMC Software, by means of a merger of a subsidiary of BMC Software with Marimba.

~~Item~~Agreement 5to Settle Litigation. ~~Other~~On ~~Events~~April 30, 2004, a lawsuit was filed in the California Superior Court for the County of Santa Clara relating to the proposed acquisition of Marimba by BMC Software. On July 12, 2004, Marimba entered into a memorandum of understanding with counsel to the plaintiffs relating to this matter. Under the terms of the memorandum, the parties agreed, subject to court approval of a settlement dismissing the action, that Marimba will reimburse the plaintiffs for attorneys’ fees and costs that are granted by the court, up to a maximum of $250,000. Neither Marimba nor any member of Marimba’s board of directors (named as co-defendants in the lawsuit) would be required to make any other settlement payments. There can be no assurance that the court will approve the proposed settlement or that any ultimate settlement will be under the same terms as those contemplated by the memorandum.

OnAnticipated ~~April~~Closing ~~28,~~Date. ~~2004,~~ Marimba, anticipates ~~Inc.~~that ~~entered~~the ~~into~~proposed aacquisition ~~definitive~~of ~~agreement~~Marimba ~~(the~~by ~~“Merger~~BMC ~~Agreement”)~~Software towill be ~~acquired~~completed byon ~~BMC~~July ~~Software~~15, ~~Inc~~2004. ~~The~~ ~~merger~~While isMarimba ~~structured~~now asexpects athat ~~reverse~~all ~~triangular~~closing ~~merger~~conditions ~~between~~will ~~Marimba~~be ~~and~~satisfied, athe ~~wholly-owned~~closing ~~subsidiary~~ of ~~BMC~~the ~~Software,~~transaction ~~with~~remains ~~Marimba~~subject ~~surviving~~to the ~~merger~~requirement ~~and~~that all ~~becoming~~conditions abe ~~wholly-owned~~satisfied ~~subsidiary~~or ofwaived ~~BMC~~as ~~Software.~~of ~~This~~the ~~transaction~~effective ~~will~~time beof ~~taxable~~the ~~to Marimba stockholders~~merger.

Under the terms of the Merger Agreement and subject to the conditions thereof, BMC Software will acquire each issued and outstanding share of Marimba common stock for $8.25 per share in cash. In addition, BMC Software will assume Marimba’s outstanding and unexercised employee stock options and convert them into options to purchase common stock of BMC Software based on a conversion ratio derived from the purchase price per share.

Marimba’s directors and certain of its largest stockholders have agreed to vote their shares, collectively constituting approximately 12% of Marimba’s outstanding stock, in favor of the merger and against any proposal made in opposition to or in competition with the merger.

The consummation of the merger is subject to the approval of the Marimba stockholders, receipt of necessary approvals under applicable antitrust laws and other relevant regulatory authorities, and other closing conditions. Dates for closing the merger and for the Marimba stockholder meeting to vote on the merger have not yet been determined.

The foregoing description is not a description of all of the material terms of the transaction. You should read the Merger Agreement, a copy of which is attached as an exhibit to this report, for a more complete understanding of the transaction.

Item 7. Financial Statements and Exhibits.

The following exhibits are filed herewith:

Exhibit No.		Exhibit Title
99.1		Agreement and Plan of Merger, dated as of April 28, 2004, by and among BMC Software, Inc., Malta Merger Subsidiary, Inc. and Marimba, Inc.
99.2		Press Release dated April 29, 2004.

Item 12. Results of Operations and Financial Condition.

On April 29, 2004, Marimba issued a press release announcing its financial results for the first quarter ended March 31, 2004. A copy of the press release issued by Marimba concerning the foregoing final results is furnished herewith as Exhibit 99.3 and is incorporated herein by reference.

The information in this Item 12 and Exhibit 99.3 attached hereto are being “furnished” hereunder and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference into any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 29, 2004			MARIMBA, INC.
	Marimba, Inc.
			By:	/s/ ANDREW CHMYZ
	(Registrant)
				Andrew Chmyz,
Date: July 14, 2004	By:	/s/ Andrew Chmyz
				Vice President, Finance and Chief Financial Officer
		Andrew Chmyz
		Vice President, Finance and
		Chief Financial Officer

Exhibit Index

ExhibitNumber		Exhibit Title
99.1		Agreement and Plan of Merger, dated as of April 28, 2004, by and among BMC Software, Inc., Malta Merger Subsidiary, Inc. and Marimba, Inc.
99.2		Press Release dated April 29, 2004.
99.3		Press Release dated April 29, 2004.

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