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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
   FORM 10-Q/A Amendment No. 1
   (Mark One) [X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2004 OR [   ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934. For the transition period from ____________ to ____________.
 Commission file number: 0-27207 VITRIA TECHNOLOGY, INC. (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    77-0386311
 (State or Other Jurisdiction of
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)
 945 Stewart Drive

Sunnyvale, California 94085

(408) 212-2700

(Address, including Zip Code, of Registrants Principal Executive Offices

and Registrants Telephone Number, including Area Code)   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No
[   ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No
[   ] The number of shares of Vitrias common stock, $0.001 par value,
outstanding as of June 30, 2004 was 33,292,089 shares. 1




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EXPLANATORY NOTE We
are filing this Amendment No. 1 to our Quarterly Report on
Form 10-Q for the quarter ended June 30, 2004 to include a
new Exhibit 10.31, Offer Letter, by and between Michael Perry and Vitria
dated June 14, 2004. This Amendment No. 1 on Form 10-Q/A does not reflect
any events occurring after the date of filing of the original Form 10-Q, or otherwise
modify or update any of the information contained therein. 2




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PART II
OTHER INFORMATION 
 Item 1. Legal Proceedings In November 2001, Vitria and certain of our officers and directors were
named as defendants in a class action shareholder complaint filed in the United
States District Court for the Southern District of New York, and captioned
Kideys, et al., v. Vitria Technology, Inc., et al., Case No. 01-CV-10092. The
plaintiffs allege that Vitria, certain of our officers and directors and the
underwriters of our initial public offering (IPO), violated federal
securities laws because Vitrias IPO registration statement and prospectus
contained untrue statements of material fact or omitted material facts
regarding the compensation to be received by, and the stock allocation
practices of, the IPO underwriters. The plaintiffs seek unspecified monetary
damages and other relief. Similar complaints were filed in the same court
beginning in January 2001 against numerous public companies that first sold
their common stock since the mid-1990s. All of the IPO-related lawsuits were consolidated for pretrial purposes
before United States Judge Shira Scheindlin of the Southern District of New
York. Defendants filed a global motion to dismiss the IPO-related lawsuits on
July 15, 2002. In October 2002, Vitrias officers and directors were
dismissed without prejudice pursuant to a stipulated dismissal and tolling
agreement with the plaintiffs. On February 19, 2003, Judge Scheindlin issued
a ruling denying in part and granting in part the Defendants motions to
dismiss. In June 2003, Vitrias Board of Directors approved a resolution
tentatively accepting a settlement offer from the plaintiffs according to the
terms and conditions of a comprehensive Memorandum of Understanding negotiated
between the plaintiffs and the issuer defendants. Under the terms of the
settlement, the plaintiff class will dismiss with prejudice all claims against
Vitria and our current and former directors and officers, and Vitria will
assign to the plaintiff class or its designee certain claims that Vitria may
have against the underwriters of our IPO. In addition, the tentative
settlement guarantees that, in the event that the plaintiffs recover less than
$1.0 billion in settlement or judgment against the underwriter defendants in
the IPO-related lawsuits, the plaintiffs will be entitled to recover the
difference between the actual recovery and $1.0 billion from the insurers for
the Issuers. In June 2004, Vitria executed a final settlement agreement with
the plaintiffs consistent with the terms of the Memorandum of Understanding.
The settlement is still subject to a number of conditions, including action by
the Court certifying a class action for settlement purposes and formally
approving the settlement. The underwriters have opposed both the certification
of the class and the judicial approval of the settlement. 
 Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
Securities None. 
 Item 3. Defaults Upon Senior Securities None. 
 Item 4. Submission of Matters to a Vote of Security Holders The annual meeting of stockholders of Vitria Technology, Inc was held on
May 21, 2004 for the purpose of: 3




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(1)
    
    electing two directors to our board of directors to serve until
2007 annual meeting of stockholders;(2)
    
    to ratify the selection of Ernst & Young LLP as our independent
auditors for the fiscal year ending December 31, 2004; and(3)
    
    to transact such other business as may properly come before the
meeting or any adjournment or postponement thereof. Proxies for the meeting were solicited pursuant to Section 14(a) of the
Securities Exchange Act of 1934, as amended, and there was no solicitation in
opposition of managements solicitations. The final vote on the proposals were
recorded as follows: Proposal 1: Election of two directors for three-year terms expiring at the 2007 annual
meeting: Nominee
    
    For
    
    WithheldRobert M. Halperin
    
    27,087,593
    
    4,264,533John L. Walecka
    
    30,713,029
    
    639,097
 Proposal 2: The selection of Ernst & Young LLP as our independent auditors for the
fiscal year ending December 31, 2004 was ratified by the following vote: For
    
    Against
    
    
    Abstain31,319,474
    
    30,970
    
    
    1,682
 
 Item 5. Other Information  Consistent with Section 10A(i)(2) of the Securities Exchange Act of 1934,
as added by Section 202 of the Sarbanes-Oxley Act of 2002, Vitria is
responsible for disclosing the nature of the non-audit services approved
by our Audit Committee during a quarter to be performed by Ernst & Young
LLP, our independent auditor. Non-audit services are services other than
those provided by Ernst & Young LLP in connection with an audit or a
review of Vitrias financial statements. During the quarter ended June
30, 2004 our Audit Committee did not approve any non-audit services to be
performed by Ernst & Young LLP. 
 Item 6. Exhibits and Reports on Form 8-K  a)
    
    Exhibits Exhibit 10.24(1)
    
    Third Loan Modification Agreement by and between Silicon Valley
Bank and Vitria, dated June 11, 2004.Exhibit 10.25(1)
    
    Separation Agreement, by and between Jeffrey Bairstow and Vitria, dated April 27, 2004.Exhibit 10.26(1)
    
    Separation Agreement, by and between Gary Velasquez and Vitria, dated June 10, 2004.
 4




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Exhibit 10.27(1)
    
    Separation Agreement, by and between James Guthrie and Vitria, dated May 11, 2004.Exhibit 10.28(1)
    
    Separation Agreement, by and between Thomas Pianko and Vitria, dated April 7, 2004.Exhibit 10.29(1)
    
    Separation Agreement, by and
between Sonja Wilkerson and Vitria dated July 14, 2004.Exhibit 10.30(1)
    
    Confirmation Agreement, by and
between Jo Mei Chang, Dale Skeen and Vitria dated April 22, 2004.Exhibit 10.31
    
    Offer Letter, by and between
Michael Perry and Vitria dated June 14, 2004.Exhibit 31.1
    
    Certification of Chief Executive Officer as required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended.Exhibit 31.2
    
    Certification of Chief Financial Officer as required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended.Exhibit 32.1(2)
    
    Certification of Chief Executive Officer as required by Rule
13a-14(b) of the Securities Exchange Act of 1934, as amended.Exhibit 32.2(2)
    
    Certification of Chief Financial Officer as required by Rule
13a-14(b) of the Securities Exchange Act of 1934, as amended.
   (1)
    
    Filed as the like-number Exhibit to our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004, filed on August 9, 2004 and incorporated herein by reference.  (2)
    
    The certifications attached as Exhibits 32.1 and 32.2 accompany the
Quarterly Report on Form 10-Q, are not deemed filed with the Securities
and Exchange Commission and are not to be incorporated by reference into
an filing of Vitria Technology, Inc. under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, whether made
before or after the date of the Form 10-Q, irrespective of any general
incorporation language contained in such filing.  b)
    
    Reports on Form 8-K Vitria filed a Current Report on Form 8-K, dated April 7, 2004, on
April 7, 2004, reporting under Item 12. Disclosure of Results of
Operations and Financial Condition, its preliminary results for the three
months ended March 31, 2004. Vitria filed a Current Report on Form 8-K, dated April 21, 2004, on
April 22, 2004, reporting under Item 12. Disclosure of Results of
Operations and Financial Condition, its results for the three months
ended March 31, 2004. Vitria filed a Current Report on Form 8-K, dated June 14, 2004, on
June 15, 2004, reporting under Item 10, Amendments to the Registrants
Code of Ethics, or Waiver of a Provision of the Code of Ethics, the
sale of Vitrias operations in the Peoples Republic of China to QiLinSoft
LLC, an entity owned by JoMei Chang, Ph.D., a current director and
Vitrias former Chief Executive Officer and M. Dale Skeen, Ph.D., a
director and Vitrias acting Chief Executive Officer and Chief Technology
Officer and certain agreements with QiLinSoft LLC. 5




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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, thereunto duly authorized. Vitria Technology, Inc.Date:
August 17, 2004
    
    By:
    
    /s/ MICHAEL D. PERRYMichael D. PerrySenior Vice President and Chief Financial Officer
 6




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EXHIBIT INDEX


Exhibit 10.24(1)
    
    Third Loan Modification Agreement by and between Silicon Valley
Bank and Vitria, dated June 11, 2004.Exhibit 10.25(1)
    
    Separation Agreement, by and between Jeffrey Bairstow and Vitria, dated April 27, 2004.Exhibit 10.26(1)
    
    Separation Agreement, by and between Gary Velasquez and Vitria, dated June 10, 2004.Exhibit 10.27(1)
    
    Separation Agreement, by and between James Guthrie and Vitria, dated May 11, 2004.Exhibit 10.28(1)
    
    Separation Agreement, by and between Thomas Pianko and Vitria, dated April 7, 2004.Exhibit 10.29(1)
    
    Separation Agreement, by and
between Sonja Wilkerson and Vitria dated July 14, 2004.Exhibit 10.30(1)
    
    Confirmation Agreement, by and
between Jo Mei Chang, Dale Skeen and Vitria dated April 22, 2004.Exhibit 10.31
    
    Offer Letter, by and between
Michael Perry and Vitria dated June 14, 2004.Exhibit 31.1
    
    Certification of Chief Executive Officer as required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended.Exhibit 31.2
    
    Certification of Chief Financial Officer as required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended.Exhibit 32.1(2)
    
    Certification of Chief Executive Officer as required by Rule
13a-14(b) of the Securities Exchange Act of 1934, as amended.Exhibit 32.2(2)
    
    Certification of Chief Financial Officer as required by Rule
13a-14(b) of the Securities Exchange Act of 1934, as amended.   (1)
    
    Filed as the like-number Exhibit to our Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004, filed on August 9, 2004 and incorporated herein by reference.  (2)
    
    The certifications attached as Exhibits 32.1 and 32.2 accompany the
Quarterly Report on Form 10-Q, are not deemed filed with the Securities
and Exchange Commission and are not to be incorporated by reference into
an filing of Vitria Technology, Inc. under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, whether made
before or after the date of the Form 10-Q, irrespective of any general
incorporation language contained in such filing.