UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 24, 2003
BMC SOFTWARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 001-16393 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 7. Financial Statements and Exhibits.
(c) The following exhibit is being furnished herewith:
99 News Release, dated April 24, 2003, of BMC Software, Inc.
ITEM 9. Regulation FD Disclosure
BMC Software, Inc. (the "Company") will hold a conference call on April
24, 2003 to discuss its fiscal fourth quarter results and to provide the
following fiscal 2004 guidance. Such guidance is based on management's current
expectations or beliefs, and is subject to uncertainty and changes in
circumstances. These statements are forward looking, and actual results may
differ materially. The Company expects first quarter revenues to be in the range
of $320 million to $335 million and earnings per share ("EPS") excluding special
items to be in the range of 5 to 10 cents. The Company expects first quarter EPS
on a GAAP basis to be in the range of 0 to 5 cents. The difference between these
two estimates is that EPS excluding special items excludes an estimated $15.8
million in amortization of intangibles related to various acquisitions completed
to date and the related tax effect. The Company expects fiscal 2004 EPS
excluding special items to be in the range of 52 to 60 cents. The Company
expects fiscal 2004 EPS on a GAAP basis to be in the range of 34 to 42 cents.
The difference between these two estimates is that EPS excluding special items
excludes an estimated $59.4 million in amortization of intangibles related to
various completed acquisitions and the related tax effect. The GAAP EPS outlook
above does not include the impact of any charges related to future events such
as acquisitions. The Company expects net deferred license revenues for fiscal
2004 to increase by $20 million to $40 million. The Company expects its fiscal
2004 cash flow to be in the range of $400 million to $450 million. Actual
results may vary materially from those expressed or implied by the statements
herein due to changes in economic, business, competitive, technological and/or
regulatory factors, sales of business assets, and the potential impact of future
decisions by management that may result in merger and restructuring charges, as
well as the potential impact of any future impairment charges to goodwill or
other intangible assets.
The Company's statements regarding financial expectations are
forward-looking statements. Numerous important factors affect BMC Software's
operating results and could cause BMC Software's actual results to differ
materially from the results indicated by these statements of expectations, and
there can be no assurance that future results will meet expectations, estimates
or projections. These factors include, but are not limited to, the following: 1)
uncertainty regarding future economic conditions worldwide may continue to
affect the overall demand for software and services and any worsening of
significant economies could result in decreased revenues or lower revenue growth
rates; 2) BMC Software's revenues and earnings are subject to a number of
factors, including the significant percentage of quarterly sales typically
closed at the end of each quarter, that make estimation of operating results
prior to the end of a quarter extremely uncertain; 3) BMC Software's operating
costs and expenses are relatively fixed over the short term; 4) increased
competition and pricing pressures could adversely affect BMC Software's
earnings; 5) growth in
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BMC Software's mainframe revenues is dependent on continued demand for
significant additional mainframe MIPS capacity; 6) BMC Software's maintenance
revenue could decline if maintenance renewal rates decline or if license
revenues do not continue to grow; 7) new software products and product
strategies may not be timely introduced or successfully adopted; 8) BMC
Software's cash flow from operations is and has been volatile and is dependent
upon a number of factors described in BMC Software's filings with the SEC; 9)
the additional risks and important factors described in BMC Software's quarterly
reports on Form 10-Q and in its Annual Report to Stockholders on Form 10-K for
the fiscal year ended March 31, 2002 and other filings with the SEC.
The following information, furnished under this "Item 9. Regulation FD
Disclosure," is intended to be furnished under "Item 12. Disclosure of Results
of Operations and Financial Condition" in accordance with SEC Release No.
33-8216. Such information, including the Exhibit attached hereto, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended.
On April 24, 2003, BMC Software, Inc. issued a news release to report
its financial results for the quarter and year ended March 31, 2003. The release
is furnished as Exhibit 99 hereto.
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: April 24, 2003
BMC SOFTWARE, INC.
By: /s/ ROBERT H. WHILDEN, JR.
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Robert H. Whilden, Jr.
Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
<Table>
<Caption>
Exhibit No.
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99 News Release, dated April 24, 2003, of BMC Software, Inc.
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