<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>v74212a2e10-ka.txt
<DESCRIPTION>AMENDMENT NO.2 TO FORM 10-K DECEMBER 31, 2000
<TEXT>

<PAGE>   1

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                   FORM 10-K/A

                                 AMENDMENT NO. 2

  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER: 0-22649

                                ----------------

                                ARIS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


          WASHINGTON                                              91-1497147
 (STATE OR OTHER JURISDICTION                                (I.R.S. EMPLOYER OF
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)


         2229 112TH AVENUE NE
         BELLEVUE, WASHINGTON                                           98004
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                              (ZIP CODE)


                                 (425) 372-2747
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                ----------------

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE.
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:


                                            Name of each exchange
             Class                           on which registered
         ------------                       ----------------------

         Common Stock                       NASDAQ National Market


                                ----------------

        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 [ ]



<PAGE>   2

                                   SIGNATURES

     Pursuant to the requirements of Section 13 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.

                                          ARIS CORPORATION

                                          By:      /s/ KENDALL W. KUNZ
                                            ------------------------------------
                                                      Kendall W. Kunz
                                                Chief Executive Officer and
                                                          President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Kendall W. Kunz and Fred Schapelhouman, or either
of them, such person's true and lawful attorneys-in-fact and agents, with full
power of substitution, and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
to this Annual Report on Form 10-K, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done as fully to all intents and purposes as such person might
or could do in person, hereby ratify and confirming all that said
attorneys-in-fact and agents, or any substitute or substitutes of any of them,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated below on the 19th day of March 2000.



<TABLE>
<CAPTION>
                      SIGNATURE                                            TITLE
                      ---------                                            -----
<S>                                                     <C>
                 /s/ KENDALL W. KUNZ                        Chief Executive Officer, President,
-----------------------------------------------------              Secretary and Director
                   Kendall W. Kunz                             (Principal Executive Officer)

               /s/ FRED SCHAPELHOUMAN                             Chief Financial Officer
-----------------------------------------------------   (Principal Financial and Accounting Officer)
                 Fred Schapelhouman

                  /s/ PAUL Y. SONG                                        Director
-----------------------------------------------------
                    Paul Y. Song

                /s/ BRUCE R. KENNEDY                                      Director
-----------------------------------------------------
                  Bruce R. Kennedy

               /s/ KENNETH A. WILLIAMS                                    Director
-----------------------------------------------------
                 Kenneth A. Williams

                 /s/ BARRY L. ROWAN                                       Director
-----------------------------------------------------
                   Barry L. Rowan
</TABLE>



<PAGE>   3

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                                TABLE OF CONTENTS


Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

                                  Exhibit 10.21

--------------------------------------------------------------------------------

        This Amendment No. 2 is being filed solely to disclose information in
Exhibit 10.21 that was previously treated as confidential in nature.

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

                (c) Exhibits -

                                INDEX TO EXHIBITS



<TABLE>
<CAPTION>
Exhibit
No.                               Description
------                            -----------
<S>     <C>                                                                               <C>
2.1     Amended and Restated Agreement and Plan of Merger dated August 5, 1999            (A)
        among the Company, fine.com International Corp., Aris  Interactive,
        Inc., Daniel M. Fine, Frank Hadam and Herbert L. Fine (Exhibit 2.1)

2.2     Asset Purchase Agreement entered into on May 1, 2000, by and between              (G)
        SQLSoft, Inc. and Aris Corporation

2.3     Asset Purchase Agreement dated August 10, 2000 by and among, Aris UK              (H)
        Limited, a Company incorporated in England and Wales, Gilat
        Communications Ltd., an Israeli corporation, Winford Management Limited,
        a Company incorporated in England and Wales and John Bryce Training
        (Europe) B.V., a Dutch company (Exhibit 99.1)

2.4     Stock Purchase Agreement by and between Paul Y. Song, Aris Corporation            (I)
        and Noetix Corporation (Exhibit 99.1)

3.1     Amended and Restated Articles of Incorporation. (Exhibit 3.1)                     (B)

3.2     Amended and Restated Bylaws. (Exhibit 3.2)                                        (B)

4.1     Articles IV and V of the Amended and Restated Articles. (Exhibit 4.1)             (B)

4.2     Articles II, IV, VI, VII, IX, X and XI of the Amended and Restated                (B)
        Bylaws. (Exhibit 4.2)

10.1    Applied Relational Information Systems, Inc. 1995 Stock Option Plan.              (B)
        (Exhibit 10.1) +

10.2    Aris Corporation 1997 Stock Option Plan. (Exhibit 10.2) +                         (B)

10.3    Amendment dated March 24, 1998 to Aris Corporation 1997 Stock Option              (J)
        Plan (Exhibit 99.1)

10.4    Amendment dated April 15, 1999 to the Aris Corporation 1997 Stock Option          (K)
        Plan (Exhibit 4.1)
</TABLE>



<PAGE>   4


<TABLE>
<CAPTION>
Exhibit
No.                               Description
------                            -----------
<S>     <C>                                                                               <C>
10.5    Aris Corporation 2000 Stock Option Plan (Exhibit 99.1)                            (L)

10.6    Aris Corporation 1998 Employee Stock Purchase Plan. (Exhibit 99.1) +              (B)

10.7    Amendment dated March 24, 1998 to Aris Corporation 1998 Employee Stock            (F)
        Purchase Plan. (Exhibit 99.1) +

10.8    Amendment dated April 15, 1999 to Aris Corporation 1998 Employee Stock            (M)
        Purchase Plan (Exhibit 4.1)

10.9    Employment Agreement dated July 22, 1992 between the Company and Kendall          (B)
        W. Kunz. (Exhibit 10.4) +

#10.10  Amendment to Employment Agreement between the Company and William E.
        Berry, effective January 20, 2000. +

10.11   Employment Agreement between the Company and Daniel M. Fine, effective            (N)
        August 31, 1999. + (Exhibit 10.14)

10.12   Form of Indemnification Agreement for Directors and Officers (Exhibit             (E)
        10.7)

10.13   Summary of Insurance held by the Company prepared by Acordia Northwest,           (B)
        Inc. on March 10, 1997. (Exhibit 10.8)

10.14   Credit Agreement between the Company and U.S. Bank of Washington, (B)
        National Association, dated March 14, 1997. (Exhibit 10.9)

10.15   Registration Rights Agreement dated as of February 28, 1997 by and                (B)
        between the Company and certain holders of Common Stock. (Exhibit
        10.10)

10.16   Registration Rights Agreement dated as of February 28, 1997 by and                (B)
        between the Company and Charles Henderson Cunningham. (Exhibit
        10.11)

10.17   Sun Microsystems Educational Services U.S. Strategic Alliance Agreement           (B)
        by and between SunService, a division of Sun Microsystems Inc. and
        the Company. (Exhibit 10.36)

10.18   Microsoft vendor contracts (Exhibit 10.37)                                        (B)

10.19   Oracle vendor contracts (Exhibit 10.38)                                           (B)

#10.20  Lease between CIN Eagle Rock, L.L.C. and the Company dated June 16,
        2000, pertaining to the Company's office in New Jersey

*10.21  Master Services Agreement between General Electric Company and the
        Company dated April 1, 2000

#10.22  Consulting Services Agreement between ATMI and the Company dated October
        6, 1999

#10.23  Information Technology Professional Services Agreement between General
        Services Administration Federal Supply Service and the Company dated
        October 7, 1997 to October 6, 2002

#10.24  Contract between State of Colorado Department of Human Services and the
        Company dated October 2, 1998

#10.25  Agreement for Temporary Services In Support of Information Technology
        Solutions between AT&T Broadband and the Company dated May 22, 2000

#10.26  Professional Services Agreement between Aspect Telecommunications, Inc.
        and the Company dated January 5, 1998. This agreement terminated
        effective March 30, 2001.

#10.27  Professional Services Agreement between California State Automobile
        Association Inter-Insurance Bureau and the Company dated January 1, 1999

#10.28  Registration Rights Agreement between Noetix Corporation and the Company
        dated January 30, 2001

**21.1  List of the Company's Subsidiaries.

**23.1  Consent of PricewaterhouseCoopers LLP, Independent Accountants.

**23.2  Consent of Shaw and Company, Chartered Certified Accountants.

**24.1  Power of Attorney (Included in the signature page to Form 10-K).
</TABLE>

+ Management contract or compensatory plan

* Included herewith, with certain information disclosed that was previously
treated as confidential in nature pursuant to a request for confidential
treatment filed on April 10, 2001, and amended on July 19, 2001.

# Previously included with the Company's Form 10-K/A Amendment No. 1, as filed
on April 10, 2001, with certain information omitted pursuant to a request for
confidential treatment filed on April 10, 2001, and amended on July 19, 2001



<PAGE>   5

**      Previously filed with the Company's Annual Report on Form 10-K filed on
        April 2, 2001.


(A)     Incorporated by reference to designated exhibit included with the
        Company's Registration Statement on Form S-4 dated August 5, 1999 (SEC
        File number 333-84595)

(B)     Incorporated by reference to designated exhibit included with the
        Company's Registration Statement on Form S-1, SEC file number 333-25409.

(C)     Incorporated by reference to designated exhibit included with the
        Company's Registration Statement on Form S-8, SEC file number 333-40923.

(D)     Incorporated by reference to designated exhibit included with the
        Company's Registration Statement on Form S-4 filed with the Securities
        and Exchange Commission on May 5, 1998, SEC file number 333-51859.

(E)     Incorporated by reference to designated exhibit included with the
        Company's Annual Report on Form 10-K for the fiscal year ending December
        31, 1997.

(F)     Incorporated by reference to designated exhibit included with the
        Company's Registration Statement on Form S-8 filed with the SEC on
        December 1, 1998, SEC file number 333-68199.

(G)     Incorporated by reference to designated exhibit included with the
        Company's Current Report on Form 8-K filed on May 16, 2000.

(H)     Incorporated by reference to designated exhibit included with the
        Company's Current Report on Form 8-K filed on August 31, 2000.

(I)     Incorporated by reference to designated exhibit included with the
        Company's Current Report on Form 8-K filed on September 21, 2000.

(J)     Incorporated by reference to designated exhibit included with the
        Company's Registration Statement on Form S-8 filed with the SEC on
        December 30, 1999, SEC file number 333-93829.

(K)     Incorporated by reference to designated exhibit included with the
        Company's Registration Statement on Form S-8 filed with the SEC on
        December 30, 1999, SEC file number 333-52524.

(L)     Incorporated by reference to designated exhibit included with the
        Company's Registration Statement on Form S-8 filed with the SEC on
        December 6, 2000, SEC file number 333-51298.

(M)     Incorporated by reference to designated exhibit included with the
        Company's Registration Statement on Form S-8 filed with the SEC on
        December 22, 2000, SEC file number 333-52524.

(N)     Incorporated by reference to designated exhibit included with the
        Company's Registration Statement on Form S-4 filed with the SEC on
        August 30, 1999, SEC file number 333-86123.



</TEXT>
</DOCUMENT>
