- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K/A (MARK ONE) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 1995 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 0-17136 ------------------------ BMC SOFTWARE, INC. (Exact name of registrant as specified in its charter) DELAWARE 74-2126120 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) BMC SOFTWARE, INC. 2101 CITYWEST BOULEVARD HOUSTON, TEXAS 77042-2827 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (713) 918-8800 Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share 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 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. The aggregate market value of the registrant's voting stock held by non-affiliates of the registrant, based upon the last reported sale price of the registrant's Common Stock on June 26, 1995 was $1,928,398,938. As of June 26, 1995, there were outstanding 25,228,286 shares of Common Stock, par value $.01, of the registrant. DOCUMENTS INCORPORATED BY REFERENCE Portions of the following documents are incorporated by reference in this report: Annual Report for the Fiscal Year ended March 31, 1995 (Parts II and IV of this Report) Definitive Proxy Statement to be filed in connection with the registrant's Annual Meeting of Stockholders currently scheduled to be held on August 28, 1995 (Part III of this Report) Such Annual Report and Proxy Statement shall be deemed to have been "filed" only to the extent portions thereof are expressly incorporated by reference. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The undersigned Registrant hereby amends the signature page as follows: SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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, on June 28, 1995. BMC SOFTWARE, INC. By: /s/ MAX P. WATSON JR. ----------------------------------- Max P. Watson Jr. Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. SIGNATURES TITLE DATE - ----------------------------------- ------------------------- ---------------- Chairman of the Board, /s/ MAX P. WATSON JR. President and Chief - ----------------------------------- Executive Officer Max P. Watson Jr. (Principal Executive Officer) /s/ JOHN W. BARTER - ----------------------------------- Director John W. Barter /s/ KEVIN M. KLAUSMEYER - ----------------------------------- (Principal Accounting Kevin M. Klausmeyer Officer) June 28, 1995 /s/ B. GARLAND CUPP - ----------------------------------- Director B. Garland Cupp /s/ MELDON K. GAFNER - ----------------------------------- Director Meldon K. Gafner /s/ L. W. GRAY - ----------------------------------- Director L. W. Gray /s/ GEORGE F. RAYMOND - ----------------------------------- Director George F. Raymond 13