UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 109, 2015

Saba Software, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-34372	94-3267638
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2400 Bridge Parkway, Redwood Shores, California		94065-1166
(Address of Principal Executive Offices)		(Zip Code)

2400 Bridge Parkway, Redwood Shores, California		94065-1166
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (650) 581-2500

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On February 10, 2015,~~ Saba Software, Inc., ~~a Delaware corporation~~ (the “Company”), ~~entered~~has ~~into~~suspended anequity ~~Agreement~~grants ~~and~~to ~~Plan~~its ~~of Merger (the~~employees ~~“Merger~~due ~~Agreement”)~~to ~~with~~legal ~~Vector~~restrictions ~~Talent~~on IIequity ~~LLC,~~awards aduring ~~newly~~the ~~formed~~restatement ~~Delaware~~process. ~~limited~~On ~~liability~~February 9, ~~company (“Parent”)~~2015, ~~and~~the ~~Vector~~Company ~~Talent~~adopted ~~Merger~~changes ~~Sub,~~to ~~Inc.,~~certain acompensation ~~newly~~plans ~~formed Delaware corporation~~ and ~~wholly-owned~~arrangements ~~subsidiary~~in oforder ~~Parent (“Merger~~to ~~Subsidiary”)~~formalize, ~~providing~~in ~~for~~lieu of the ~~merger~~suspended ~~(the~~equity ~~“Merger”)~~grants, ofcertain cash ~~Merger~~payment ~~Subsidiary~~awards ~~with~~to ~~and~~its ~~into~~employees. ~~the~~Cash ~~Company,~~payment ~~with~~awards ~~the~~are being made to Company ~~surviving~~personnel ~~the~~who ~~Merger~~anticipated asreceiving aequity ~~wholly-owned~~awards ~~subsidiary~~over ofthe ~~Parent.~~last ~~Parent~~several ~~and~~years ~~Merger~~but ~~Subsidiary~~were ~~are affiliates~~not ofable ~~Vector~~to ~~Capital~~receive ~~(“Vector”).~~such ~~Pursuant~~grants toduring the ~~terms~~pendency of the ~~Merger~~restatement. ~~Agreement,~~The cash ~~shares~~payment ofawards ~~common~~that ~~stock~~are being formalized, representing the value of the ~~Company~~suspended equity awards, will be ~~converted~~paid ~~into~~to ~~the~~employees ~~right~~upon toconsummation ~~receive~~of ~~$9.00~~a change in ~~cash,~~control ~~without~~of ~~interest (~~the ~~“Merger Consideration”)~~Company ~~upon~~on ~~closing~~or ofprior ~~the~~to ~~Merger~~December 31, 2015.

~~Consummation~~Cash ofPayment ~~the~~Awards Merger is subject to closing conditions, including without limitation: (i) the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock (the “Shareholder Approval”) and (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Each party’s obligation to consummate the Merger is also subject to certain other customary conditions, including the accuracy of the other party’s representations and warranties and the performance in ~~all~~ ~~material~~Lieu ~~respects by the other party~~ of ~~its~~Suspended ~~covenants~~Equity ~~and~~Awards ~~agreements under the Merger Agreement.~~

The ~~Merger~~Board ~~Agreement~~of ~~contains~~Directors ~~certain~~of ~~“no shop” provisions limiting~~ the Company ~~from~~determined ~~soliciting~~on ~~alternative~~February 9, ~~acquisition~~2015 ~~proposals~~to ~~from~~make ~~third~~cash ~~parties,~~payment ~~subject~~awards to various service providers in lieu of certain previously ~~customary~~contemplated ~~exceptions~~equity awards that ~~permit~~were either not granted or that lapsed and/or were cancelled during the Company’s effort to ~~respond~~complete ~~under~~the ~~certain~~restatement. ~~circumstances~~The toCompany’s ~~unsolicited~~executive ~~acquisition~~officers, Shawn Farshchi, Peter Williams III and Mark ~~proposals~~Robinson are included in these cash payment awards.

~~The~~In ~~Merger~~connection with these cash payment awards, Messrs. Farshchi and Williams will enter into an Equity Award Treatment Agreement ~~contains~~that ~~certain~~confirms ~~termination~~the ~~rights~~treatment ~~for~~of such cash payment awards upon a change in control of the Company ~~and~~occurring ~~Parent.~~on ~~Upon~~or ~~termination~~before ofDecember 31, 2015 consistent with the ~~Merger~~treatment ~~Agreement~~contemplated ~~under~~for ~~specified circumstances~~existing ~~generally~~equity ~~involving~~awards aheld ~~superior~~by Messrs. ~~acquisition~~Farschi ~~proposal~~and Williams pursuant to ~~acquire~~previously ~~the~~existing ~~Company,~~employment agreements with the Company. ~~would~~In beconnection ~~required~~with tocompletion ~~pay~~of ~~Parent~~such a ~~termination~~change ~~fee~~of control transaction and subject to entering into a release in favor of the ~~amount~~Company in respect of equity ~~$8.14~~related ~~million~~compensation relating to service with the Company prior to the change in control, Messrs. Farshchi and Williams will be entitled to:

~~Parent~~• ~~and~~Accelerated ~~Merger~~vesting ~~Subsidiary have entered into commitment letters for equity~~ and ~~debt~~cash-out ~~financing for the transactions contemplated by the Merger Agreement, consisting~~ of aoptions ~~combination~~and ofrestricted ~~(i) equity~~stock tounits bethen ~~provided~~held by ~~funds affiliated with Vector Capital and a consortium of other investors and (ii) third party debt financing~~Messrs. ~~The~~Farshchi ~~Merger Agreement is not subject to a financing condition~~ and ~~the aggregate~~Williams; ~~proceeds of the equity commitments will be sufficient to fully finance the Merger~~ and ~~the other transactions contemplated by the Merger Agreement without any additional debt financing.~~

~~The~~• ~~representations~~Accelerated ~~and~~vesting ~~warranties~~ of the ~~Company~~cash ~~contained~~payment inawards the Merger Agreement have been made solely for the benefit of Parent and Merger Subsidiary. In addition, such representations and warranties (a) have been made only for purposes of the Merger Agreement, (b) have been qualified by certain disclosures made to Parent and Merger Subsidiary not reflected in ~~the~~lieu ~~text~~ of the ~~Merger Agreement,~~suspended ~~(c) are~~equity ~~subject~~awards to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (d) were made only as of the date of the Merger Agreement or other specific dates and (e) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as factsMessrs. ~~Accordingly,~~Farshchi ~~the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement~~ and ~~not to provide investors with any other factual information regarding the Company or its business~~Williams. Investors should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement.

~~The~~Mr. Robinson ~~foregoing~~will ~~description~~enter ofinto ~~the~~an ~~Merger~~Equity Award Treatment Agreement ~~does~~that ~~not~~generally ~~purport~~provides tofor bethe ~~complete~~following ~~and~~upon isa ~~qualified~~change in ~~its entirety~~control byof ~~reference to~~ the ~~complete~~Company occurring ~~text~~on ofor ~~the~~before ~~Merger Agreement~~December 31, a2015: ~~copy of which is filed as Exhibit 2.1 hereto.~~

~~Item~~• ~~7.01~~Cash-out ~~Regulation~~of FDvested ~~Disclosure~~options and restricted stock units then held by Mr. Robinson;

A• ~~copy~~Grant of ~~the~~cash ~~press~~payment ~~release,~~awards ~~issued~~in onlieu ~~February 10~~of suspended equity awards, ~~2015~~as described above, ~~announcing~~to ~~the~~Mr. ~~execution~~Robinson ofand the ~~Merger~~cash-out ~~Agreement~~of isthe ~~attached~~vested ~~as Exhibit 99.1~~portion ~~hereto.~~of such awards;

~~Item~~• 9Conversion of Mr.~~01.~~ ~~Financial~~Robinson’s ~~Statements~~unvested cash payment and ~~Exhibits.~~equity awards into post closing cash payment awards subject to continued vesting on the original vesting schedule of such awards (including double trigger accelerated vesting under the Company’s Change in Control Plan upon a qualifying termination of service); and

~~(d)~~• ~~Exhibits.~~Release in favor of the Company in respect of equity related compensation relating to service with the Company prior to the change in control, contingent on receipt of consideration due under the Equity Award Treatment Agreement.

ExhibitNo.		Description
2.1		Agreement and Plan of Merger dated February 10, 2015 by and among Vector Talent II LLC, Vector Talent Merger Sub, Inc., and Saba Software, Inc.*
99.1		Press Release dated February 10, 2015 issued by Saba Software, Inc.**

Amendment to Change in Control Plan

* The ~~schedules~~Company tomaintains a change in control plan (the ~~Agreement~~“Change ~~and~~in Control Plan”) applicable to various officers of ~~Merger~~the ~~have~~Company. ~~been~~At ~~omitted~~the ~~from~~Board ~~this~~meeting held ~~filing~~on ~~pursuant~~February 9, to2015, ~~Item~~the ~~601~~Company amended the Change in Control Plan to (b1) acknowledge and confirm that certain cash payment awards are to be included in the vesting protection provided for “Equity Awards” under the Change in Control Plan and (2) add ofMark ~~Regulation~~Robinson, ~~S-K.~~the ~~Saba~~Company’s ~~Software~~Chief Financial Officer, ~~Inc.~~as ~~will~~a ~~furnish~~participant ~~supplemental~~in ~~copies~~the ofChange ~~any~~in ~~such~~Control ~~schedules~~Plan to the Uextent that the benefits under the Change in Control Plan are more favorable to Mr.S Robinson than those under his Offer Letter with the Company, dated May 3, 2013 (the “Original Robinson Letter”). ~~Securities~~The ~~and~~effect ~~Exchange~~of ~~Commission~~adding ~~upon~~Mr. Robinson ~~request~~to the Change in Control Plan is to provide him with double-trigger severance protection at the same level as similarly situated executives in the company, which is 12 months base salary plus target annual bonus.

** The ~~press~~Company ~~release~~disclosed ~~may~~the ~~contain~~terms ~~hyperlinks to information on~~ of the ~~Company’s~~Original ~~website~~Robinson ~~and~~Letter ~~Vector’s~~previously ~~website. The information~~ on ~~such~~its ~~websites is not incorporated by reference into this~~ Current Report on Form 8-K ~~and~~filed ~~does~~with ~~not~~the ~~constitute~~SEC aon ~~part~~May 7, of2013, ~~this~~such ~~Form~~original ~~8-K~~terms are hereby incorporated herein by reference.

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.

	~~Saba Software, Inc. (Registrant)~~	Saba Software, Inc. (Registrant)
Date: February 11, 2015	/s/ Mark Robinson
Date: February 13, 2015		/s/ Mark Robinson
	~~(Signature)~~	(Signature)
	~~Mark Robinson~~	Mark Robinson
	~~Chief Financial Officer~~	Chief Financial Officer

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