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 September 30, 2008
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 001-16393
BMC Software, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 74-2126120 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
2101 CityWest Boulevard Houston, Texas | 77042-2827 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number including area code: (713) 918-8800
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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller Reporting Company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of October 27, 2008, there were outstanding187,506,000 shares of Common Stock, par value $.01, of the registrant.
EXPLANATORY NOTE
This amendment to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, originally filed on October 31, 2008 (the “Original Filing”), is being filed to correct an inadvertent clerical error which resulted in an inconsistency in our disclosure under Item 4 “Controls and Procedures” on page 25 of the Original Filing. We have corrected the error in this amendment and conformed our disclosure to that of prior periods by including the correct conclusion of the evaluation of our disclosure controls and procedures as of September 30, 2008 under the sub-heading “Evaluation of Disclosure Controls and Procedures.”
This amendment does not affect the condensed consolidated financial statements for any period. This Form 10-Q/A should be read in conjunction with the Original Filing, continues to speak as of the date of the Original Filing, and does not modify or update disclosures in the Original Filing, except as noted above. This Form 10-Q/A does not reflect events occurring after the filing of the Original Filing. As this Form 10-Q/A is being filed to correct a single inadvertent clerical error in Item 4, this filing consists solely of the preceding cover page, this explanatory note, Part I, Item 4, Controls and Procedures, and Part II, Item 6, Exhibits.
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PART I. FINANCIAL INFORMATION
| Item 4. | Controls and Procedures |
Material Weakness Previously Disclosed
As discussed in Item 9A of our Annual Report on Form 10-K for fiscal 2008, as of March 31, 2008, we identified a material weakness in the design and operation of our internal controls over the accounting for income taxes related to the reconciliation, analysis and review procedures operating at that date. Although we have designed and implemented controls that we believe will remediate the material weakness, we are unable to conclude the material weakness has been remediated as of September 30, 2008 because many of the remedial actions we have taken are recent and therefore an insufficient amount of time has passed for us to verify that the additional remediation measures are operating effectively.
Evaluation of Disclosure Controls and Procedures
As of September 30, 2008, we carried out an evaluation, under the supervision of our principal executive officer (CEO) and principal financial officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. In light of the material weakness discussed above, which has not been fully remediated as of the end of the period covered by this Quarterly Report, our CEO and CFO concluded, after the evaluation described above, that our disclosure controls were not effective. As a result of this conclusion, the financial statements for the period covered by this report were prepared with particular attention to the material weakness previously disclosed. Accordingly, management believes that the condensed consolidated financial statements included in this Quarterly Report fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented.
Changes in Internal Control over Financial Reporting
During the second quarter of fiscal 2009, as part of our plan to address the aforementioned material weakness, we implemented enhanced reconciliation, analysis and review procedures related to our accounting for income taxes. These actions are reasonably likely to materially affect our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.
PART II. OTHER INFORMATION
| Item 6. | Exhibits |
(a) Exhibits.
| 31.1 | Certification of the Chief Executive Officer of BMC Software, Inc. pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934. | |
| 31.2 | Certification of the Chief Financial Officer of BMC Software, Inc. pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934. | |
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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.
| BMC SOFTWARE, INC. | ||||
| February 2, 2009 | By: | /s/ Stephen B. Solcher | ||
| Stephen B. Solcher | ||||
| Senior Vice President and Chief Financial Officer | ||||
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EXHIBIT INDEX
| 31.1 | Certification of the Chief Executive Officer of BMC Software, Inc. pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934. | |
| 31.2 | Certification of the Chief Financial Officer of BMC Software, Inc. pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934. | |
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