UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 19, 2002
BMC SOFTWARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 0-17136 74-2126120
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
2101 CITYWEST BLVD.
HOUSTON, TEXAS 77042-2827
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 918-8800
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
The Audit Committee of the Board of Directors of BMC Software, Inc. ("BMC
Software") annually considers and recommends to the Board the selection of BMC
Software's independent public accountants. As recommended by BMC Software's
Audit Committee, BMC Software's Board of Directors on March 19, 2002 decided to
no longer engage Arthur Andersen LLP ("Andersen") as BMC Software's independent
pubic accountants and engaged Ernst & Young LLP to serve as BMC Software's
independent public accountants effective immediately.
Andersen's reports on BMC Software's consolidated financial statements for the
past two years did not contain an adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or accounting
principles.
During BMC Software's two most recent fiscal years and through the date of this
Form 8-K, there were no disagreements with Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to Andersen's satisfaction, would have caused
them to make reference to the subject matter in connection with their reports on
BMC Software's consolidated financial statements and schedule for such years;
and there were no reportable events, as listed in Item 304(a)(1)(v) of
Regulation S-K.
BMC Software provided Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16 is a copy of Andersen's letter, dated March 22, 2002,
stating its agreement with such statements.
During BMC Software's two most recent fiscal years and through the date of the
Form 8-K, BMC Software did not consult Ernst & Young LLP with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of the audit opinion that might be rendered
on BMC Software's consolidated financial statements, or any other matters or
reportable events listed in Items 304 (a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibits are filed with this report.
Exhibit Number Description
16 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated March 22, 2002
99.1 Press Release dated March 20, 2002
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: March 22, 2002
BMC SOFTWARE, INC.
By: /s/ ROBERT H. WHILDEN, JR.
--------------------------------
Robert H. Whilden, Jr.
Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
INDEX DESCRIPTION
- ------- -----------
16 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated March 22, 2002
99.1 Press Release dated March 20, 2002
</Table>