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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 Form 10-K/A Amendment No. 1 to Form 10-K (Mark One) þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2004
 or o
    
    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 0-15325 Ascential Software Corporation (formerly Informix Corporation)
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of
incorporation or organization)
    
    94-3011736(I.R.S. Employer
Identification No.)
 50 Washington Street,
Westborough, MA(Address of principal executive office)
    
    01581(Zip Code)
 (Registrants telephone number, including area code)
508-366-3888
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value 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 þ       No
o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange
Act Rule 12b-2).       Yes þ       No o The aggregate market value of the voting stock held by non-affiliates of the registrant as of
June 30, 2004 based on the closing sales price of our common stock, as reported on The NASDAQ Stock
Market, was $934.7 million. Shares of common stock held by each executive officer and director have
been excluded in that such persons may be deemed to be affiliates. This determination of affiliate
status is not intended as a conclusive determination for any other purpose. As of February 28, 2005, the registrant had 59,652,713 shares of Common Stock issued and
outstanding.




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TABLE OF CONTENTS  PART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesSIGNATURESEX-31.1 CERTIFICATION OF CEOEX-31.2 CERTIFICATION OF CFO    Table of Contents  This Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2004 is being filed to add certain information required to be set forth in Part
III. Items 10, 11, 12, 13 and 14 of Part III of our Annual Report on Form 10-K for fiscal 2004 as
filed with the Securities and Exchange Commission (the SEC) on March 16, 2005 are hereby amended
and restated in their entirety as follows: 
 PART III 
 Item 10.Directors and Executive Officers of the Registrant The response to this item is contained in part under the caption Executive Officers in Part I of
our Annual Report on Form 10-K filed with the SEC on March 16, 2005. Name of Director
    
    AgeClass I DirectorJohn J. Gavin, Jr.(1)(2)
    
    
    49Class II DirectorsDavid J. Ellenberger(1)(3)
    
    
    48William J. Weyand(3)
    
    
    60Class III DirectorsPeter Gyenes
    
    
    59Robert M. Morrill(1)(2)
    
    
    67
   (1) Member of Audit Committee. John J. Gavin, Jr. serves as the Chairman of the Audit
Committee.(2) Member of Nominating and Corporate Governance Committee. Mr. Morrill serves as Chairman of the
Nominating and Corporate Governance Committee.(3) Member of Compensation Committee. William J. Weyand serves as the Chairman of the Compensation
Committee. John J. Gavin, Jr.has served as a member of our Board of Directors since October 2001. Mr
Gavin currently serves as Senior Vice President and Chief Financial Officer of NaviSite, Inc., a
leading provider of application and infrastructure management services. From February 2000
through December 2001, Mr. Gavin served as the Senior Vice President and Chief Financial Officer of
Cambridge Technology Partners, which was acquired by Novell, Inc. Prior to his work at Cambridge
Technology Partners, Mr. Gavin spent twelve years at Data General Corporation rising through the
financial organization to Vice President and Chief Financial Officer. Mr. Gavin also spent ten
years at Price Waterhouse LLP in various accounting and audit positions including serving as Senior
Manager in charge of multi-national audits. Mr. Gavin earned a B.S. degree at Providence College
and is a certified public accountant. David J. Ellenbergerhas served as a member of our Board of Directors since January 2002. Mr.
Ellenberger currently serves as the Chief Executive Officer of 170 Systems, Inc., the leading
provider of software products and services designed to dramatically reduce operational costs and
increase financial compliance for large ERP systems. Mr. Ellenberger also served as Chief
Executive Officer of Vividon Inc., a leading provider of Internet infrastructure devices for
high-volume streaming media applications, until its merger with Starbak Communications, Inc. in
January 2003. Before joining Vividon, Mr. Ellenberger was President and Chief Operating Officer of
DataSage Inc., a leader in data mining and personalization applications, where he completed the
sale of the company to Vignette Corporation. Mr. Ellenberger began his career at Bell
Laboratories, and served for more than ten years at Data General Corporation in progressive
leadership and general management positions. Mr. Ellenberger holds an M.B.A. degree from the
University of Chicago, an M.S. degree in Computer Engineering from Stanford University and a
B.S.E.E. degree from Iowa State University. William J. Weyandhas served as a member of our Board of Directors since July 2002. Mr.
Weyand currently serves as the Chairman and Chief Executive Officer of MSC Software Corporation.
During 2003, Mr. Weyand served as Vice Chairman and Chief Executive Officer of Pavilion
Technologies, Inc., a provider of real-time enterprise optimization software, while the company
recruited a permanent Chief Executive Officer to lead the companys growth. Prior to that time,
Mr. Weyand, from May 1997 to November 2001, served as the Chairman and Chief Executive Officer of
Structural Dynamics Research Corporation (SDRC), a leading provider in Enterprise Product Lifecycle
Management Solutions. Mr. Weyand completed the sale of SDRC to Electronic Data Systems (EDS) in
August 2001. Before joining SDRC, Mr. Weyand served as Executive Vice President of Measurex
Corporation, a leader in process optimization systems. Prior to his tenure at Measurex, Mr. Weyand
served in senior 2




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sales and marketing management positions at Cygnet Systems, Inc., Avco Corporation and
Chomerics. Mr. Weyand holds a B.B.A. degree in marketing from Nichols College, presently serves on
the Boards of Riverstone Networks, Inc., Pavilion Technology, Inc. and the Ohio River Valley
Chapter of the Arthritis Foundation, and is a trustee of Nichols College. Mr. Weyand also served
on the Board of Manufacturing Service Ltd. until it was acquired in March 2004. Peter Gyeneshas served as our Chairman and Chief Executive Officer since July 2000. Mr.
Gyenes has more than 30 years of experience in sales, marketing and general management positions
within the computer systems and software industry. Prior to our acquisition of Ardent Software,
Inc. (Ardent) in March 2000, he was chairman, president and Chief Executive Officer of Ardent,
which he joined in May 1996. Before joining Ardent, he was president and Chief Executive Officer
of Racal InterLan, Inc. Previously, Mr. Gyenes served in executive sales, marketing, and general
management positions at Prime Computer Inc., Encore Computer and Data General Corporation (now part
of EMC Corporation). Earlier in his career, Mr. Gyenes held technical positions with Xerox Data
Systems and IBM. He serves on the boards of Applix Computer Systems, the Massachusetts Software
and Internet Council and ViryaNet Ltd. Mr. Gyenes received a B.A. degree in Mathematics and an
M.B.A. degree from Columbia University. Robert M. Morrillhas served as a member of our Board of Directors since March 2000. Since
1991, Mr. Morrill has been the general partner of Morrill Associates, L.P. Mr. Morrill was a
private investor in Ardent since 1984. Mr. Morrill was Chairman of the Board of Ardent from 1984
until March 1997 and Chief Executive Officer and President of Ardent from March 1996 to March 1997.
Mr. Morrill has served on numerous private and public company boards over the past 20 years. He
holds a B.A. degree in liberal arts from Ohio Wesleyan University. There is no family relationship among any of our directors or executive officers. Audit Committee Financial Expert Our Board of Directors has determined that John J. Gavin, Jr. is an audit committee financial
expert as defined in Item 401(h) of Regulation S-K and that he is independent as defined in Item
7(d)(3)(iv) of Schedule 14A under the Exchange Act. Audit Committee Our Board of Directors has a standing Audit Committee, which operates under a charter that has
been approved by the Board. The members of the Audit Committee during 2004 were David J.
Ellenberger, John J. Gavin, Jr. and Robert M. Morrill. Our Board of Directors has determined that
all members of the Audit Committee are independent, as defined under the NASDAQ National Stock
Market rules and Rule 10A-3 of the Exchange Act. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our executive officers and directors and persons
who own more than 10% of a registered class of our equity securities to file with the SEC reports
of ownership on Form 3 and changes in ownership on Form 4 or Form 5. Such officers, directors and
10% stockholders are also required by SEC rules to furnish us with copies of all Section 16(a)
reports they file. Based solely on our review of the copies of such
forms received by us or
written representations from certain reporting persons, we believe that, during the year ended
December 31, 2004, all Section 16(a) filing requirements
applicable to our officers, directors, and
10% stockholders were satisfied on a timely basis. In making these statements, we have relied upon
the written representations of our officers and directors. Code of Business Conduct and Ethics We have adopted a written code of business conduct and ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or controller, or
persons performing similar functions, a copy of which is posted on our website, www.ascential.com.
We intend to disclose any amendments to, or waivers from, our code of business conduct and ethics
on our website. 
 Item 11.Executive Compensation Summary Compensation Table The following table summarizes the total compensation awarded to, earned by, or paid for
services rendered to us in all capacities during each of the years ended December 31, 2004, 2003
and 2002, respectively, by our chief executive officer and our three other highest
compensated executive officers, referred to herein as 3




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the Named Executive Officers. Long-TermCompensationAnnual Compensation(1)
    
    
    AwardsOtherAnnual
    
    
    SecuritiesFiscal
    
    
    
    
    
    
    
    
    
    
    Compen
    
    
    Underlying
    
    
    All OtherName and Principal Position
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    -sation
    
    
    Options/SARs(2)
    
    
    CompensationPeter Gyenes
    
    
    2004
    
    
    $
    425,000
    (3)
    
    $
    326,000
    
    
    
    
    
    
    
    400,000
    
    
    $
    157,573
    (4)Chairman of the Board
    
    
    2003
    
    
    
    375,000
    (3)
    
    
    700,000
    
    
    
    
    
    
    
    
    
    
    
    157,448
    (4)of Directors and Chief
    
    
    2002
    
    
    
    450,000
    
    
    
    300,000
    
    
    
    
    
    
    
    500,000
    
    
    
    52,238
    (4)Executive OfficerPeter Fiore
    
    
    2004
    
    
    $
    375,000
    (3)
    
    $
    200,000
    
    
    
    
    
    
    
    240,000
    
    
    $
    71,235
    (5)President
    
    
    2003
    
    
    
    375,000
    (3)
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    82,615
    (5)2002
    
    
    
    445,673
    
    
    
    200,000
    
    
    
    
    
    
    
    200,000
    
    
    
    124,912
    (5)Robert C. McBride
    
    
    2004
    
    
    $
    250,000
    
    
    $
    125,000
    
    
    
    
    
    
    
    150,000
    
    
    $
    6,064
    (6)Vice President and
    
    
    2003
    
    
    
    250,000
    
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    
    4,822
    (6)Chief Financial Officer
    
    
    2002
    
    
    
    250,000
    
    
    
    100,000
    
    
    
    
    
    
    
    87,500
    
    
    
    5,982
    (6)Scott N. Semel
    
    
    2004
    
    
    $
    275,000
    
    
    $
    125,000
    
    
    
    
    
    
    
    180,000
    
    
    $
    2,518
    (7)Vice President, General
    
    
    2003
    
    
    
    225,000
    
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    
    998
    (7)Counsel and Secretary
    
    
    2002
    
    
    
    225,000
    
    
    
    100,000
    
    
    
    
    
    
    
    106,250
    
    
    
    810
    (7)
   (1)
    
    Other than the salary, bonus and all other compensation described herein, we did not pay any of the Named Executive Officers any fringe benefits, perquisites
or other compensation in excess of 10% of such Named Executive Officers salary and bonus during fiscal 2004, 2003 or 2002.(2)
    
    On June 17, 2003, we effected a one-for-four reverse split of our Common Stock. Accordingly, all share figures have been restated as though the reverse split
had been in effect for all periods presented.(3)
    
    Peter Gyenes, our Chairman of the Board of Directors and Chief Executive Officer, and Peter Fiore, our President, each voluntarily reduced their respective
annual salaries to $375,000, effective May 1, 2002. Mr. Gyenes salary was increased to $425,000 effective January 1, 2004.(4)
    
    Includes $46,152 in accrued vacation payments in 2002; $2,500 in matching contributions under our 401(k) plan in each of 2004, 2003 and 2002; and $2,225,
$2,322 and $2,322 in group life insurance premiums paid by us in 2004, 2003 and 2002, respectively. Also includes $1,434, $1,212 and $1,264 in taxable income
in 2004, 2003 and 2002, respectively, associated with the premiums paid by us during the year on an insurance policy on the life of the executive purchased in
connection with a split dollar agreement. The policy is a whole life policy, assumed by us through our acquisition of Ardent. Pursuant to the arrangement,
the executive may borrow against the excess cash surrender value of his policy over cumulative paid-in premiums. We are entitled to recover the amount of
premiums paid by us upon termination of the policy or death of the executive. Following the passage of the Sarbanes-Oxley Act of 2002, we ceased paying
premiums on such policies held by our executive officers. As a result, we paid Mr. Gyenes the amount of $151,414 in each of 2004 and 2003, which, after the
impact of payroll taxes, represented the amount of the annual premium on his split dollar life insurance policy. This amount is included as All Other
Compensation. We will not be entitled to be reimbursed for this payment. We have no plans to offer similar arrangements to additional executive officers or
employees.(5)
    
    Includes $50,479 in accrued vacation payments in 2002; $2,500 in matching contributions under our 401(k) plan in each of 2004, 2003 and 2002; and $810 in group
life insurance paid by us in each of 2004, 2003 and 2002. Also includes $531, $459, and $446 in taxable income in 2004, 2003 and 2002, respectively, associated
with the premiums paid by us during the year on an insurance policy on the life of the executive purchased in connection with a split dollar agreement. The
policy is a whole life policy, assumed by us through our acquisition of Ardent. Pursuant to the arrangement, the executive may borrow against the
excess cash surrender value of his policy over cumulative paid-in premiums. We are entitled to recover the amount of premiums paid by us upon termination of
the policy or death of the executive. Following the passage of the Sarbanes-Oxley Act of 2002, we ceased paying premiums on such policies held by its executive
officers. As a result, we paid Mr. Fiore the amount of $67,394, $78,846 and $70,677 in 2004, 2003 and 2002, respectively, which, after the impact of
payroll taxes, represented the amount of the annual premium on his split dollar life insurance policy for the respective year. These amounts are included as
All Other Compensation. We will not be entitled to be reimbursed for these payments. We have no plans to offer similar arrangements to additional executive
officers or employees.(6)
    
    Includes $2,500 in matching contributions under our 401(k) plan in each of 2004, 2003 and 2002; $3,564, $2,322, and $2,322 in group life insurance paid by us
in 2004, 2003 and 2002, respectively; and $1,160 in payments made during 2002 in exchange for Mr. McBride declining to participate in our health insurance
plans. 4




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(7)
    
    Includes $1,708 and $188 in matching contributions under our 401(k) plan in 2004 and 2003 and $810 in group life insurance paid by us in each of 2004, 2003
and 2002. Option Grants in Fiscal Year 2004 The
following table provides information relating to stock options
awarded to each of our
Named Executive Officers during the year ended December 31, 2004. Individual Grants
    
    
    Potential RealizableValue at AssumedAnnual Rates ofNumber of
    
    
    Percent of
    
    
    
    
    
    
    
    
    
    
    Stock PriceSecurities
    
    
    Total Options
    
    
    
    
    
    
    
    
    
    
    Appreciation forUnderlying
    
    
    Granted to
    
    
    Exercise
    
    
    
    
    
    
    Option TermOptions
    
    
    Employees
    
    
    Price Per
    
    
    ExpirationName
    
    Granted
    
    
    In Fiscal 2004
    
    
    Share
    
    
    Date
    
    
    5%
    
    
    10%Peter Gyenes
    
    
    400,000
    
    
    
    8.5%
    
    
    $
    27.10
    
    
    
    1/9/2014
    
    
    $
    6,817,218
    
    
    $
    17,276,168Peter Fiore
    
    
    240,000
    
    
    
    5.1%
    
    
    
    27.10
    
    
    
    1/9/2014
    
    
    
    4,090,331
    
    
    
    10,365,701Robert C. McBride
    
    
    150,000
    
    
    
    3.2%
    
    
    
    27.10
    
    
    
    1/9/2014
    
    
    
    2,556,457
    
    
    
    6,478,563Scott N. Semel
    
    
    180,000
    
    
    
    3.8%
    
    
    
    27.10
    
    
    
    1/9/2014
    
    
    
    3,067,748
    
    
    
    7,774,276
 Aggregate Option
Exercises in Fiscal Year 2004 and Fiscal Year-End 2004 Option Values The following
 table sets forth
certain information regarding the exercise of stock options by
our Named Executive Officers during the year ended December 31, 2004 and stock options held as of
December 31, 2004 by our Named Executive Officers. Number of Securities
    
    
    Value of UnexercisedUnderlying Unexercised
    
    
    In-the-MoneyShares
    
    
    
    
    
    
    Options at
    
    
    Options atAcquired
    
    
    
    
    
    
    December 31, 2004 (#)
    
    
    December 31, 2004($)(1)Name
    
    
    on Exercise (#)
    
    
    Value Realized ($)
    
    
    Exercisable
    
    
    Unexercisable
    
    
    Exercisable
    
    
    UnexercisablePeter Gyenes
    
    
    
    
    
    $
    
    
    
    
    1,072,617
    
    
    
    660,419
    
    
    $
    2,179,251
    
    
    $
    1,525,681Peter Fiore
    
    
    
    
    
    
    
    
    
    
    497,060
    
    
    
    349,376
    
    
    
    789,889
    
    
    
    499,125Robert C. McBride
    
    
    
    
    
    
    
    
    
    
    127,603
    
    
    
    209,897
    
    
    
    408,116
    
    
    
    268,509Scott N. Semel
    
    
    
    
    
    
    
    
    
    
    55,858
    
    
    
    233,517
    
    
    
    297,274
    
    
    
    301,945
   (1)
    
    Based on the closing sales price of $16.31 of the underlying
securities on December 31, 2004, as reported on the NASDAQ
National Market, minus the exercise price. Director Compensation Our employee directors do not receive any additional compensation for serving as a director. For
the first quarter of 2004, we paid each non-employee director a quarterly fee of $5,000 and an
additional fee of $1,000 for each board meeting attended. In addition, members of the Audit
Committee and Compensation Committee received $1,000 for each committee meeting attended. For the
remaining quarters of 2004 we paid outside directors a quarterly fee of $6,000, an additional fee
of $1,000 for each board meeting attended and an additional fee of $1,000 for each Audit Committee,
Compensation Committee or Nominating and Corporate Governance Committee meeting attended.
Additionally, for 2004, the Chairmen of the Audit and Compensation Committees were paid an
additional annual fee of $10,000 and the Chairman of the Nominating and Corporate Governance
Committee was paid an additional $7,500 per year. For 2005, outside directors will receive a
quarterly fee of $6,000, an additional fee of $1,000 for each board meeting attended and an
additional fee of $1,000 for each Audit Committee, Compensation Committee or Nominating and
Corporate Governance Committee meeting attended. The Chairmen of the Audit and Compensation
Committees will each receive an additional annual fee of $10,000. The Chairman of the Nominating
and Corporate Governance Committee will receive an additional $7,500 per year. We reimburse each
director, whether or not an employee, for out-of-pocket expenses, including travel expenses,
incurred in connection with attending board and committee meetings. Each director is also eligible
to participate in our medical, dental and vision benefits plans. In 2004, Mr. Morrill participated in all three plans, and no other
director elected to participate. 5




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We paid all of Mr. Morrills premium costs for such plans, which
totaled $10,330 in 2004. The cost of premiums for such plans for 2005 is expected to be
approximately $9,700. Our Director Plan provides for the grant of options to non-employee directors pursuant to an
automatic, non-discretionary grant mechanism. Directors are automatically granted an option to
purchase 20,000 shares of Common Stock upon initial election to our Board of Directors and an
additional option to purchase 15,000 shares of Common Stock annually thereafter, and upon
re-election. Each such option is granted at the fair market value of Common Stock on the date of
grant. Because directors serve three-year terms, options granted
under our Director Plan become
exercisable over three years with one-third of the shares vesting on each anniversary of the grant
date. Employment Agreements and Change in Control Arrangements with Named Executive Officers On June 17, 2003, we effected a one-for-four reverse split of our Common Stock.
Accordingly, all per share amounts and share prices have been restated as though the reverse stock
split had been in effect for all periods presented. On January 26, 2005, our Board of Directors granted shares of restricted common stock
(Performance Shares) to our executive officers. The Performance Shares were granted as a means to
further align the interests of the executive officers with those of our shareholders and as a means
of retention. The Performance Shares are designed to vest based upon our attainment of specified
earnings performance growth targets. Each Performance Share has a purchase price of $0.01 per
share. In connection with the proposed acquisition by International
Business Machines Corporation (IBM) of Ascential Software (as
discussed in more detail below), the Performance
Shares will be converted into a cash retention award. The agreements that Messrs. Gyenes, McBride
and Semel entered into with IBM (as
discussed in more detail below) provide that each executive officer will (absent a voluntary
termination without good reason or a termination for cause) receive payment of the full amount of
his retention award upon the expiration of his transition period.
This will result in a payment of approximately $3,515,000 to Mr.
Gyenes and $1,184,000 each to Messrs. McBride and Semel. The agreement that Mr. Fiore
entered into with IBM provides (absent a voluntary termination without good reason or a termination
for cause) for payment of the amount of his retention award in four equal increments on the first
four six-month anniversaries of the date the stockholders approve the
acquisition. This will result in a payment of approximately
$1,757,500 to Mr. Fiore. On July 31, 2000, we entered into an employment arrangement with Peter Gyenes which provides
for an annual base salary of $600,000 and an annual incentive cash bonus payable pursuant to the
terms of the our executive bonus plan at a target incentive of 100% of his annual base. This
arrangement also provided for a retention payment of $875,000 which was paid on August 1, 2000 and
for an equal retention payment of $875,000 which was paid on April 15, 2001. In connection with
this arrangement, we also granted Mr. Gyenes an option under the 1994 Plan to acquire 246,250
shares of Common Stock and an option under the 1997 Plan to acquire 128,750 shares of Common Stock,
in each case at $19.75 per share, representing the fair market value per share on the grant date.
The shares granted under the 1994 Plan vest at the rate of 25% on July 14, 2000 and 2.08% each
month thereafter. The shares granted under the 1997 Plan vest at the rate of 25% per year. On May
1, 2002, Mr. Gyenes voluntarily reduced his annual salary to
$375,000. In January 2004, our Board
of Directors voted to increase Mr. Gyenes annual salary to $425,000 effective January 1, 2004. On April 22, 2003, we entered into a Change of Control Agreement with Mr. Gyenes (the 2003
Gyenes Agreement), the terms of which superseded the change in control benefits under an Amended
and Restated Change of Control and Severance Agreement dated May 1, 2002 (the 2002 Gyenes
Agreement). The 2003 Gyenes Agreement provides for cash severance payments, acceleration of
unvested options and excise tax protection in the event of a change of control. With respect to
cash severance payments, the 2003 Gyenes Agreement provides that if Mr. Gyenes employment is
terminated other than for cause within one year after a change of control, he will be paid the
greater of $3.0 million or three times his base salary plus his target bonus in effect prior to the
termination of his employment. In addition, Mr. Gyenes will be entitled to continuing health care
benefits during the 18 months immediately after the termination of his employment, and during the
period between 19 and 36 months after the termination of his employment, we will arrange for health
insurance with benefits comparable to those he received during his employment. With respect to the
acceleration of vesting of stock options, the 2003 Gyenes Agreement provides that if a change of
control occurs, vesting of Mr. Gyenes outstanding options will accelerate in full, provided that
Mr. Gyenes is employed by us on the date on which the change of control occurs. In addition, if
Mr. Gyenes employment is terminated other than for cause within a year after a change of control,
any unvested options shall fully vest. If Mr. Gyenes becomes entitled to receive severance under
the 2003 Gyenes Agreement, he shall have up to three years from the date of termination of his
employment to exercise his vested options, unless he becomes employed by a competitor, or unless
the term of the option would otherwise expire, at which time the options will terminate. Pursuant
to those terms of the 2002 Gyenes Agreement that were not superseded by the 2003 Gyenes Agreement,
if Mr. Gyenes employment is terminated by us for any reason other than for cause either prior to a
change of control, or more than one year following a change of control, he shall be paid the
greater of two years base salary or $1.2 million and all stock options that were unvested as of
July 1, 2001 shall immediately vest; in addition, Mr. Gyenes shall be eligible for continued
receipt of benefits for up to two years. Pursuant to the 2002
Gyenes Agreement, all other options held by Mr. Gyenes shall continue to vest for two years
after the date of termination of employment and shall be exercisable for 27 months after the date
of termination. 6




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On July 31, 2000, we entered into a compensation arrangement with Peter Fiore which provided
for an annual base salary of $500,000 and an annual incentive bonus issued under our executive
bonus plan. The annual incentive bonus is based on our achievement for a fiscal year measured
against objectives for the fiscal year established by our Board of Directors. This arrangement
also provided for a retention payment of $155,000 which was paid on July 31, 2000 and for a second
retention payment of $155,000 which was paid on April 15, 2001. In connection with his employment,
we granted Mr. Fiore an option under the 1994 Plan to acquire 125,000 shares of Common Stock at an
exercise price of $20.00 per share, equal to the fair market value per share on the grant date,
subject to vesting at a rate of 25% on after one year, and 2.08% each month thereafter. On May 1,
2002, Mr. Fiore voluntarily reduced his annual salary to $375,000. On April 22, 2003, we entered into a Change of Control Agreement with Mr. Fiore (the 2003
Fiore Agreement), the terms of which superseded the change in control benefits under an Amended
and Restated Change of Control and Severance Agreement dated May 1, 2002 (the 2002 Fiore
Agreement). The 2003 Fiore Agreement provides for cash severance payments, acceleration of
unvested options and excise tax protection in the event of a change of control. With respect to
cash severance payments, the 2003 Fiore Agreement provides that if Mr. Fiores employment is
terminated other than for cause within one year after a change of control, he will be paid the
greater of $2.4 million or three times his base salary plus his target bonus in effect prior to the
termination of his employment. In addition, Mr. Fiore will be entitled to continuing health care
benefits during the 18 months immediately after the termination of his employment, and during the
period between 19 and 36 months after the termination of his employment, we will arrange for health
insurance with benefits comparable to those he received during his employment. With respect to the
acceleration of vesting of stock options, the 2003 Fiore Agreement provides that if a change of
control occurs, vesting of Mr. Fiores outstanding options will accelerate in full, provided that
Mr. Fiore is employed by us on the date on which the change of control occurs. In addition, if Mr.
Fiores employment is terminated other than for cause within a year after a change of control, any
unvested options shall fully vest. If Mr. Fiore becomes entitled to receive severance under the
2003 Fiore Agreement, he shall have up to three years from the date of termination of his
employment to exercise his vested options, unless he becomes employed by a competitor, or unless
the term of the option would otherwise expire, at which time the options will terminate. Pursuant
to those terms of the 2002 Fiore Agreement that were not superseded by the 2003 Fiore Agreement, if
Mr. Fiores employment is terminated by us for any reason other than for cause either prior to a
change of control, or more than one year following a change of control, he shall be paid the
greater of two years base salary or $1.2 million and all stock options that were unvested as of
July 1, 2001 shall immediately vest; in addition, Mr. Fiore shall be eligible for continued receipt
of benefits for up to two years. Pursuant to the 2002 Fiore Agreement, all other options held by
Mr. Fiore shall continue to vest for two years after the date of termination of employment and
shall be exercisable for 15 months after the date of termination. On June 13, 2001, we entered into an employment arrangement with Robert C. McBride which
provides for an annual base salary of $250,000 and an annual incentive bonus issued under our
executive bonus plan. The annual incentive bonus is based on our achievement for a fiscal year
measured against objectives for the fiscal year established by our
Board of Directors. Mr. McBride also received a
$50,000 sign-on payment, which would have been repayable to us upon his voluntary termination of
employment within twelve months of Mr. McBrides date of hire. In connection with his employment,
Mr. McBride was granted an option under the 1994 Plan to acquire 100,000 shares of Common Stock at
an exercise price of $14.68 per share, equal to the fair market value per share on the grant date,
subject to vesting at a rate of 25% after one year and 2.08% each month thereafter. On April 22, 2003, we entered into a Change of Control Agreement with Mr. McBride (the 2003
McBride Agreement), the terms of which superseded the change in control benefits under an Amended
and Restated Change of Control and Severance Agreement dated March 8, 2002 (the 2002 McBride
Agreement). The 2003 McBride Agreement provides for cash severance payments, acceleration of
unvested options and excise tax protection in the event of a change of control. With respect to
cash severance payments, the 2003 McBride Agreement provides that if Mr. McBrides employment is
terminated other than for cause within one year after a change of control, he will be paid three
times his base salary plus his target bonus in effect prior to the termination of his employment.
In addition, Mr. McBride will be entitled to continuing health care benefits during the 18 months
immediately after the termination of his employment, and during the period between 19 and 36 months
after the termination of his employment, we will arrange for health insurance with benefits
comparable to those he received during his employment. With respect to the acceleration of vesting
of stock options, the 2003 McBride Agreement provides that if a change of control occurs, vesting
of Mr. McBrides outstanding options will accelerate in full, provided that Mr. McBride is employed
by us on the date on which the change of control occurs. In addition, if Mr. McBrides employment
is terminated other than for cause within a year after a change of control, any unvested options
shall fully vest. If Mr. McBride becomes entitled to receive severance under the 2003 McBride
Agreement, he shall have up to three years from the date of termination of his employment to
exercise his vested options, unless he becomes employed by a competitor, or unless the term of the
option would otherwise expire, at which time the options will terminate. Pursuant to those terms
of the 2002 McBride Agreement that were not superseded by the 2003 McBride
Agreement, if Mr. McBrides employment is terminated by us for any reason other than for cause
either prior to a change of control, or more than one year following a change of control, he shall
be paid two years base salary and all stock options that were unvested as of July 1, 2001 shall
immediately vest; in addition, Mr. McBride shall be 7




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eligible for continued receipt of benefits for
up to two years. Pursuant to the 2002 McBride Agreement, all other options held by Mr. McBride
shall continue to vest for a year after the date of termination of employment and shall be
exercisable for 15 months after the date of termination. On
April 22, 2003, we entered into a Change of Control Agreement
with Scott N. Semel (the Semel
Agreement). The Semel Agreement provides for cash severance payments, acceleration of unvested
options and excise tax protection in the event of a change of control. With respect to cash
severance payments, the Semel Agreement provides that if Mr. Semels employment is terminated other
than for cause within one year after a change of control, he will be paid three times his base
salary plus his target bonus in effect prior to the termination of his employment. In addition,
Mr. Semel will be entitled to continuing health care benefits during the 18 months immediately
after the termination of his employment, and during the period between 19 and 36 months after the
termination of his employment, we will arrange for health insurance with benefits comparable to
those he received during his employment. With respect to the acceleration of vesting of stock
options, the Semel Agreement provides that if a change of control occurs, vesting of Mr. Semels
outstanding options will accelerate in full, provided that Mr. Semel is employed by us on the date
on which the change of control occurs. In addition, if Mr. Semels employment is terminated other
than for cause within a year after a change of control, any unvested options shall fully vest. If
Mr. Semel becomes entitled to receive severance under the Semel Agreement, he shall have up to
three years from the date of termination of his employment to exercise his vested options, unless
he becomes employed by a competitor, or unless the term of the option would otherwise expire, at
which time the options will terminate. We
maintain a split dollar life insurance arrangement,
assumed in our acquisition of Ardent,
with respect to Messrs. Gyenes and Fiore. Pursuant to these arrangements, the recipients may
borrow against the excess cash surrender values of their policies over cumulative paid-in premiums.
We are entitled to recover the amount of premiums paid by us upon termination of the policy or
death of the recipient. Following the passage of the Sarbanes-Oxley Act of 2002, we ceased paying
premiums on policies held by Messrs. Gyenes and Fiore. In 2004, we paid Mr. Fiore the amount of
$67,394 and paid Mr. Gyenes the amount of $151,414 which, after the impact of payroll taxes,
represented the amount of the annual premium on their respective split dollar life insurance
policies. We will not be entitled to be reimbursed for these payments. We have no plans to offer
similar arrangements to additional executive officers or employees. On March 14, 2005 we announced that we had entered into an Agreement and Plan of Merger (the
Merger Agreement) dated as of March 13, 2005 by and among us, IBM
and Ironbridge Acquisition Corporation, a wholly-owned subsidiary of IBM, pursuant to
which Ironbridge Acquisition Corporation will be merged with and into us and we will become a wholly-owned
subsidiary of IBM. In connection with the Merger Agreement, each of the Named Executive Officers,
as well as certain other of our officers and employees, entered into employment agreements with IBM
which, subject to the closing of the merger, will supersede the employment and change of control
arrangements discussed above. These employment and change of control arrangements, as well as
additional information regarding payments and benefits to which the Named Executive Officers and
directors may be entitled in connection with the consummation of the merger, are summarized in
our definitive proxy statement filed with the SEC on April 1,
2005 and in our supplemental proxy statement filed with the SEC on April 14, 2005. We
have adopted a Stockholders Rights Agreement and in connection
therewith have declared a
dividend of one purchase right (each a Right and collectively, the Rights) for each share of
Common Stock outstanding on September 17, 1991 and each share of Common Stock thereafter issued.
The Rights trade together with the Common Stock and generally become exercisable on the tenth day
after a person or group (i) acquires 20% of more of the outstanding Common Stock or (ii) commences
a tender offer or exchange offer that would result in such a person or group owning 20% or more of
the Common Stock. In the event that a person or group acquires 20% or more of the Common Stock (a
Stock Acquisition), each Right not owned by the 20% or more stockholder (the Acquiring Person)
and its affiliates would become exercisable for the exercise price of the Right (currently, $240)
for Common Stock (or in the event that sufficient Common Stock is not available, either preferred
stock, debt securities or other assets available with a value equal to a share of Common Stock) in
an amount equal to the then current exercise price of the Right divided by one half the then
current market price of a share of Common Stock. Alternatively, in the event of certain business
combinations following a Stock Acquisition, each Right not owned by the Acquiring Person and its
affiliates would become exercisable for the exercise price of the Right for common stock of the
Acquiring Person in an amount equal to the then current exercise price of the Right divided by one
half the market price of the Acquiring Persons common stock. At any time until ten days following
a Stock Acquisition, the Rights are redeemable by our Board of Directors at a price of $.01 per
Right. The Rights have no voting privileges. The Rights will terminate upon the earlier of the
date of their redemption or July 25, 2005. In connection with the execution of the Merger
Agreement, the Stockholders Rights Agreement was amended to (i) render it inapplicable to the
Merger Agreement and the merger; (ii) to ensure that (A) none of IBM or its
subsidiaries is deemed an Acquiring Person, (B) a Distribution Date or a Shares Acquisition Date (as
such terms are defined in the Stockholders Rights Agreement) does not occur and (C) the Rights do
not become exercisable, solely by reason of the execution of the Merger Agreement, the consummation
of the merger or compliance with the terms 8




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of the Merger Agreement; and (iii) provide that Rights
terminate immediately prior to the effective time of the merger.
These provisions will become null and void if the Merger Agreement is
terminated. Other than as described above, we do not have any employment contracts, termination
arrangements or change of control arrangements with any of our Named
Executive Officers. See also Certain
Relationships and Related Transactions in Item 13 below. Compensation Committee Interlocks and Insider Participation The
members of our Compensation Committee during 2004 were David J. Ellenberger and William J.
Weyand. No member of the Compensation Committee was at any time during 2004, or formerly, our
officer or employee or an officer or employee of any of our subsidiaries. No member of the
Compensation Committee had any relationship with us during 2004 requiring disclosure under Item 404
of Regulation S-K under the Exchange Act. During
2004, none of our executive officers served as a member of our Board of Directors or
Compensation Committee (or other committee serving an equivalent function) of any entity that had
one or more executive officers serving as a member of our Board of Directors or Compensation
Committee. 
 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Equity Compensation Plan Information The following table provides information about common stock authorized for issuance under our
equity compensation plans as of December 31, 2004: (a)
    
    
    (b)
    
    
    (c)Number ofSecuritiesNumber of
    
    
    
    
    
    RemainingSecurities
    
    
    Weighted
    
    
    Available forto Be Issued
    
    
    Average
    
    
    Future IssuanceUpon
    
    
    Exercise
    
    
    underExercise of
    
    
    Price of
    
    
    EquityOutstanding
    
    
    Outstanding
    
    
    CompensationOptions,
    
    
    Options,
    
    
    Plans (ExcludingWarrants and
    
    
    Warrants
    
    
    Securities ReflectedPlan Category
    
    Rights(1)
    
    
    and Rights
    
    
    in Column (a))(2)Equity
compensation plans
approved by
security holders
    
    
    4,405,801
    
    
    $
    22.04
    
    
    
    3,790,587(3)Equity compensation
plans not approved
by security holders
    
    
    5,655,215
    
    
    $
    16.51
    
    
    
    2,587,426Total
    
    
    10,061,016
    
    
    $
    18.93
    
    
    
    6,378,013
   (1)
    
    This table excludes an aggregate of 1,588,242 shares issuable upon exercise of outstanding options
that were assumed in connection with various acquisition transactions. The weighted-average exercise
price of the excluded options is $23.45.(2)
    
    In addition to being available for future issuance upon exercise of options that may be granted after
December 31, 2004, 1,650,000 shares under the 1994 Plan and 1,625,000 under the 1998 Plan may be used
for the award of restricted stock.(3)
    
    Includes 1,169,854 shares issuable under our 1997 Employee Stock Purchase Plan as of December 31, 2004. Equity Compensation Plans Not Approved by Stockholders Presently, we grant stock option awards under two equity compensation plans that are not
approved by our stockholders  the 1997 Non-Statutory Stock Option Plan (as amended, the 1997
Plan) and the Amended and 9




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Restated 1998 Non-Statutory Stock Option and Award Plan (the 1998
Plan). The following descriptions of the material terms of the plans are qualified in their
entirety by reference to the 1997 Plan and the 1998 Plan. 1997 Non-Statutory Stock Option Plan General In
July 1997, our Board of Directors adopted the 1997 Plan for the purposes of granting
non-statutory stock option awards to attract and retain the best available personnel for positions
of substantial responsibility, providing additional incentives to employees and promoting the
success of our business. Under the 1997 Plan, we are currently authorized to grant non-statutory
stock options to purchase an aggregate of 425,000 shares of common stock. The
1997 Plan is administered by a committee of our Board of Directors (the 1997 Committee).
The members of the 1997 Committee are appointed from time to time by, and serve at the pleasure of,
our Board of Directors. At present, the 1997 Committee is made up of the members of our
Compensation Committee. Subject to the terms of the 1997 Plan, the 1997 Committee has all discretion and authority
necessary or appropriate to control and manage the operation and administration of the 1997 Plan.
The 1997 Committee may, among other things, determine the per share exercise price of options
granted, the term of the option and the vesting period and the acceptable form of payment upon
exercise of an option. All determinations and interpretations of the 1997 Committee are final and
binding on the holders of options granted under the 1997 Plan. Eligibility The 1997 Plan provides that non-statutory stock options may be granted to our employees
(including officers and directors who are also employees) and our consultants (including advisors);
provided, however, that options may only be granted to our officers and our employee directors as
an inducement essential to their entering into an employment contract with us. Amendment and Termination Subject to the relevant requirements of The Nasdaq Stock Market regarding shareholder
approval, our Board of Directors may, in its discretion, amend, alter, suspend or terminate the
1997 Plan or any part of it; however, no such amendment, alteration, suspension or termination may
impair the rights of any option holder without the consent of the option holder. The 1997 Plan is
effective for a term of 10 years and will terminate on July 22, 2007, unless terminated earlier by
our Board of Directors. Changes in Capital Structure In the event of a stock dividend, stock split, reverse stock split, combination,
reclassification or similar event, the number of shares authorized for issuance under the 1997
Plan, the outstanding options and the exercise price of such options will be proportionately
adjusted. In the event of a dissolution or liquidation, the 1997 Committee may accelerate the vesting of
then-unvested options until 10 days prior to such transaction. In the event of any merger or asset
sale, outstanding options shall be assumed or an equivalent option substituted by the successor
corporation. In the event that the successor corporation refuses to assume the options, the options
shall fully vest and become exercisable. Amended and Restated 1998 Non-Statutory Stock Option and Award Plan General In
July 1998, our Board of Directors adopted the 1998 Plan for the purposes of granting
non-statutory stock option awards to attract and retain the best available personnel for positions
of substantial responsibility, providing additional incentive to our employees and consultants and
promoting the success of our business. In June 2003, the 1998 Plan was amended to provide for the
issuance of restricted stock awards to our employees and consultants. Under the 1998 Plan 8,125,000
shares of common stock are authorized for issuance. The
1998 Plan is presently administered by a committee of our Board of Directors (the 1998
Committee). The members of the 1998 Committee are appointed from time to time by, and serve at the
pleasure of, our Board of Directors. At present, our Compensation Committee administers the 1998
Plan. The Compensation Committee has delegated authority to administer the 1998 Plan to a Stock
Option Committee of which our Chairman of the Board of Directors and Chief Executive Officer, Peter
Gyenes, is the sole member. The Stock Option Committee has the
authority to select our employees,
other than officers (as defined) and directors, to whom options may be granted under the 1998 Plan.
At each regularly scheduled meeting of the Board of Directors and of the Compensation Committee,
all such option grants by the Stock Option Committee issued since the prior scheduled meeting are
reviewed. In addition, our current practice is to have the Compensation Committee and/or the Board
of Directors determine, authorize and approve annual executive option grants. Subject to the terms of the 1998 Plan, the 1998 Committee has all discretion and authority
necessary or appropriate to control and manage the operation and administration of the 1998 Plan.
The 1998 Committee may, among other things, determine the per share exercise price of options
granted, the term of the option and the vesting 10




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period and the acceptable form of payment upon
exercise of an option. All determinations and interpretations of the 1998 Committee are final and
binding on the holders of options granted under the 1998 Plan. Eligibility The 1998 Plan provides that non-statutory stock options and restricted stock may be granted to
our employees (including officers) and our consultants (including advisors). Amendment and Termination Subject to the relevant requirements of The Nasdaq Stock Market regarding shareholder
approval, our Board of Directors may, in its discretion, amend, alter, suspend or terminate the
1998 Plan or any part it; however, no such amendment, alteration, suspension or termination shall
impair the rights of any option holder without the consent of the option holder. The 1998 Plan is
effective for a term of 10 years and will terminate on July 17, 2008, unless terminated earlier by
the Board of Directors. Changes in Capital Structure In the event of a stock dividend, stock split, reverse stock split, combination,
reclassification or similar event, the number of shares authorized for issuance under the 1998
Plan, the outstanding options and awards and the exercise price of such options will be
proportionately adjusted. In the event of any merger, direct or indirect purchase, consolidation, or otherwise, of all
or substantially all of our business and/or assets, all of our obligations under the 1998 Plan,
with respect to the options granted under the 1998 Plan, shall be binding on any successor. Security Ownership of Management and Certain Beneficial Owners The following table sets forth certain information regarding the beneficial ownership of our
common stock as of March 29, 2005 by: (1) each person known to us to beneficially own 5% of more of
our outstanding common stock; (2) each of our directors;
(3) our Named Executive Officers; and (4)
all of our directors and current executive officers as a group. Information with respect to beneficial ownership is based upon information furnished by each
director and executive officer or contained in filings made with the SEC. Beneficial ownership is
determined in accordance with the rules of the SEC and includes voting and investment power with
respect to shares. Unless otherwise indicated, to our knowledge, all persons named in the table
below have sole voting and investment power with respect to their shares of common stock, except to
the extent authority is shared by spouses under applicable law. Shares of common stock subject to
options or warrants that are presently exercisable or exercisable within 60 days of March 29, 2005
(but without giving effect to any possible acceleration of the vesting of options as a result of
the Merger Agreement) are deemed to be beneficially owned by the person holding such options or
warrants (regardless of the exercise price thereof and its relation to the merger consideration of
$18.50 per share (the Merger Consideration) to be paid to stockholders under the Merger
Agreement) for the purpose of computing the percentage of beneficial ownership of such person but
are not treated as outstanding for the purpose of computing the percentage of ownership of any
other person. Except as otherwise noted, the address of each person in the table is c/o Ascential
Software Corporation, 50 Washington Street, Westborough, Massachusetts 01581. Percentage ofNumber of Shares
    
    
    Common StockName and Address of Beneficial Owner
    
    Beneficially Owned
    
    
    Outstanding(1)5% StockholdersMerrill Lynch & Co., Inc.(2)
    
    
    3,626,306
    
    
    
    6.1
    %c/o Merrill Lynch Investment Managers, L.P.800 Scudders Mill RoadPlainsboro, New Jersey 08536Directors and OfficersPeter Gyenes(3)
    
    
    1,530,574
    
    
    
    2.5
    %Robert M. Morrill(4)
    
    
    170,734
    
    
    
    *John J. Gavin, Jr.(5)
    
    
    17,500
    
    
    
    *David J. Ellenberger(6)
    
    
    12,500
    
    
    
    *William J. Weyand(7)
    
    
    8,334
    
    
    
    *Peter Fiore(8)
    
    
    710,544
    
    
    
    1.2Robert C. McBride(9)
    
    
    266,405
    
    
    
    *Scott N. Semel(10)
    
    
    195,762
    
    
    
    *All directors and current executive officers as a group (8
people)(11)
    
    
    2,912,353
    
    
    
    4.7
    %
 11




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*
    
    Less than 1%.(1)
    
    The percentage of ownership for each person listed in the table above
is based on 59,687,118 shares of common stock outstanding as of March
29, 2005, together with applicable options or warrants for such person
(without giving effect to any possible acceleration of vesting of
options pursuant to the Merger Agreement and regardless of the
exercise price of such option and its relation to the Merger
Consideration).(2)
    
    Includes 1,074,940 shares of common stock held by Merrill Lynch
Investment Managers, L.P. d/b/a Merrill Lynch Investment Managers
(MLIM LP) and 2,551,366 shares of common stock held by Fund Asset
Management, L.P. d/b/a Fund Asset Management (FAM LP). Both MLIM LP
and FAM LP are indirect wholly owned subsidiaries of Merrill Lynch &
Co., Inc. (ML&Co.) and accordingly, ML&Co. may be deemed to
beneficially own such shares of common stock. MLIM LP and FAM LP are
investment advisors registered under Section 203 of the Investment
Advisors Act of 1940 and act as investment advisors for certain
registered investment companies as well as client accounts. This
information is based solely upon information provided by Merrill Lynch
Investment Managers, a division of ML&Co., to us on March 17,
2005. On March 8, 2005, Merrill Lynch & Co., Inc. filed Amendment No.
1 to Schedule 13G, reporting that, as of March 31, 2005, Merrill Lynch
& Co., Inc., on behalf of Merrill Lynch Investment Managers, decreased
its beneficial ownership of shares of our common stock to less than 5%
of our outstanding shares of common stock.(3)
    
    Includes 1,271,054 shares of common stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of March 29, 2005. Mr. Gyenes is the
Chairman of our Board of Directors and our Chief Executive Officer.(4)
    
    Includes 79,109 shares of common stock held in trust for the benefit
of Mr. Morrills children. Mr. Morrill and his wife each serve as
trustee over such trusts, and Mr. Morrill has shared voting and shared
investment power over the shares held therein. Also includes 91,625
shares of common stock issuable upon exercise of outstanding options,
which are presently exercisable or will become exercisable within 60
days of March 29, 2005 (without giving effect to any possible
acceleration of vesting of options pursuant to the Merger Agreement
and regardless of the exercise price of such option and its relation
to the Merger Consideration). Mr. Morrill is a member of our Board of
Directors.(5)
    
    Consists of 17,500 shares of common stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of March 29, 2005 (without giving effect to
any possible acceleration of vesting of options pursuant to the Merger
Agreement and regardless of the exercise price of such option and its
relation to the Merger Consideration). Mr. Gavin is a member of our
Board of Directors.(6)
    
    Consists of 12,500 shares of common stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of March 29, 2005 (without giving effect to
any possible acceleration of vesting of options pursuant to the Merger
Agreement and regardless of the exercise price of such option and its
relation to the Merger Consideration). Mr. Ellenberger is a member of
our Board of Directors.(7)
    
    Consists of 8,334 shares of common stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of March 29, 2005 (without giving effect to
any possible acceleration of vesting of options pursuant to the Merger
Agreement and regardless of the exercise price of such option and its
relation to the Merger Consideration). Mr. Weyand is a member of our
Board of Directors.(8)
    
    Includes 606,226 shares of common stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of March 29, 2005 (without giving effect to
any possible acceleration of vesting of options pursuant to the Merger
Agreement and regardless of the exercise price of such option and its
relation to the Merger Consideration). Mr. Fiore is our President.(9)
    
    Includes 196,092 shares of common stock issuable upon exercise of
outstanding options, which are presently exercisable or will become
exercisable within 60 days of March 29, 2005 (without giving effect to
any possible acceleration of vesting of options pursuant to the Merger
Agreement and regardless of the exercise price of such option and its
relation to the Merger Consideration). Mr. McBride is our Vice
President and Chief Financial Officer.(10)
    
    Includes 128,878 shares of common stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of March 29, 2005 (without giving effect
to any possible acceleration of vesting of options pursuant to the
Merger Agreement and regardless of the exercise price of such option
and its relation to the Merger Consideration). Mr. Semel is our Vice
President, General Counsel and Secretary.(11)
    
    Includes 2,332,209 shares of common stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of March 29, 2005 (without giving effect
to any possible acceleration of vesting of 12




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options pursuant to the
Merger Agreement and regardless of the exercise price of such option
and its relation to the Merger Consideration). 
 Item 13.Certain Relationships and Related Transactions Pursuant to both Article VI of our Second Amended and Restated Bylaws and
Section 6 of each Indemnity Agreement that we enter into with our executive officers and directors,
we have agreed to advance expenses incurred by indemnified parties in connection with the
investigation, defense, settlement or appeal of threatened, pending or completed action or suits
against such parties in their capacity as our agent. Under both our Second Amended and Restated
Bylaws and each Indemnity Agreement, the indemnified party will repay us for any advanced expenses
if it is ultimately determined that the indemnified party is not entitled to be indemnified by us.
Under the Merger Agreement, IBM has agreed to keep these provisions in place for the benefit of
our directors and officers. 
 Item 14.Principal Accountant Fees and Services Audit Fees The following table summarizes the fees incurred by PricewaterhouseCoopers LLP, our independent
registered public accounting firm for the fiscal years ended December 31, 2004 and 2003: Fee Category
    
    2004
    
    
    2003Audit Fees (1)
    


    $
    2,520,000
    
    
    $
    1,019,000Audit-Related Fees (2)
    
    
    39,000
    
    
    
    257,000Tax Fees (3)
    
    
    159,000
    
    
    
    77,000All Other Fees
    
    
    
    
    
    
    Total Fees
    
    $
    2,718,000
    
    
    $
    1,353,000
   (1) Audit fees consist of fees for the audit of our consolidated financial statements, the audit
of managements assessment of the effectiveness of our internal control over financial
reporting, the review of the interim financial statements included in our quarterly reports on
Form 10-Q, and other professional services provided in connection with statutory and regulatory
filings or engagements. Audit fees in 2004 include $1,700,000 in fees for the audit of
managements assessment of the effectiveness of our internal control over financial reporting.
The total amount of audit fees for 2004 includes an estimate of amounts not yet billed.(2) Audit-related fees consist of fees for assurance and related services that are reasonably
related to the performance of the audit and the review of our financial statements and which are
not reported under Audit Fees. These services in 2004 relate to consultations concerning
financial accounting and reporting standards. These services in 2003 relate to due diligence
related to mergers and acquisitions and consultations concerning financial accounting and
reporting standards.None of the auditrelated fees for 2004 or 2003 were provided under the de minimis exception to
the audit committee pre-approval requirements.(3) Tax fees consist of fees for tax compliance, tax advice and tax planning services.
Substantially all of the fees in 2004 and 2003 were for tax advice and tax planning services
relating to assistance with tax audits and appeals, tax advice related to mergers and
acquisitions, and requests for rulings or technical advice from taxing authorities.None of the tax fees for 2004 or 2003 were provided under the de minimis exception to the audit
committee pre-approval requirements. Pre-Approval Policy and Procedures Our Audit Committee has adopted policies and procedures relating to the approval of all audit
and non-audit services that are to be performed by our independent registered public accounting
firm. This policy generally provides that we will not engage our independent registered public
accounting firm to render audit or non-audit
services unless the service is specifically approved in advance by our Audit Committee or the
engagement is entered into pursuant to one of the pre-approval procedures described below. 13




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From
time to time, our Audit Committee may pre-approve specified types of services that are
expected to be provided to us by our independent registered public accounting firm during the next
12 months. Any such pre-approval is detailed as to the particular service or type of services to
be provided and is also generally subject to a maximum dollar amount. Our Audit Committee has also delegated to the chairman of the Audit Committee the authority to
approve any audit or non-audit services to be provided to us by our independent registered public
accounting firm. Any approval of services by a member of our Audit Committee pursuant to this
delegated authority is reported at the next meeting of the Audit Committee. 14




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Amendment No. 1 on Form 10-K/A to be signed on its
behalf by the undersigned, thereunto duly authorized. Ascential Software CorporationBy: /s/ Peter
GyenesPeter GyenesChief Executive Officer andChairman of the Board of Directors
 Date:
April 22, 2005
 15