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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): JANUARY 31, 1998
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BMC SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-17136 74-21226120
(State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of incorporation or organization)
2101 CITY WEST BOULEVARD
HOUSTON, TEXAS 77042-2827
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (713) 918-8800
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Item 5. Other Events.
On February 2, 1998, BMC Software, Inc., a Delaware corporation
("BMC"), issued a press release announcing the execution of a definitive merger
agreement dated January 31, 1998, providing for the acquisition of BGS
Systems, Inc., a Massachusetts corporation ("BGS"), by BMC in a transaction
valued at approximately $285 million. BMC will pay the equivalent of $45 in
BMC common stock for each share of BGS common stock, using the average price
per share of BMC common stock during a ten day trading period preceding the
closing. The transaction is expected to close within 60 to 90 days, subject to
BGS stockholder approval, regulatory approval and other customary closing
conditions.
The foregoing summary is subject to the full text of the press release
with respect thereto, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
A registration statement relating to BMC's common stock has not yet
been filed with the Securities and Exchange Commission (the "SEC"), nor has a
proxy statement relating to the vote of BGS's stockholders on the merger been
filed with the SEC. BMC's common stock may not be offered, nor may offers to
acquire such stock be accepted, prior to the time such registration statement
becomes effective. This report shall not constitute an offer to sell or the
solicitation of any offer to buy any of BMC's common stock or any other
security, and shall not constitute the solicitation of any vote with respect to
the merger.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of BMC Software, Inc. dated February 2, 1998
reporting on the execution of a definitive merger agreement
dated January 31, 1998.
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SIGNATURE
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 hereunto duly authorized.
BMC SOFTWARE, INC.
Date: February 4, 1998 By: /s/ M. BRINKLEY MORSE
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Name: M. Brinkley Morse
Title: Vice President
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release of BMC Software, Inc. dated February 2, 1998
reporting on the execution of a definitive merger
agreement dated January 31, 1998.