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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): MARCH 30, 1999
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 CITYWEST 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 2. Acquisition or Disposition of Assets.
Effective March 30, 1999, a wholly owned subsidiary of BMC Software,
Inc., a Delaware corporation (the "Company"), was merged (the "Merger") with and
into Boole and Babbage, Inc., a Delaware corporation ("Boole"), pursuant to an
Agreement and Plan of Merger, dated October 31, 1998, between the Company and
Boole (the "Merger Agreement"). The stockholders of Boole approved the Merger at
a special meeting held on March 30, 1999. In the Merger, each issued and
outstanding share of common stock of Boole, par value $.001 per share (the
"Boole Common Stock") was converted into 0.675 of a share (the "Exchange Ratio")
of Company common stock, par value $.01 per share (the "Company Common Stock").
The Exchange Ratio was fixed pursuant to the Merger Agreement and was determined
through arm's length negotiations between the parties prior to the signing of
the Merger Agreement on October 31, 1998. According to Boston EquiServe, the
Company's transfer agent and registrar, approximately 19,117,440 shares of
Company Common Stock are to be issued to the former stockholders of Boole in the
Merger. The Boole stockholders will receive cash in lieu of any fractional
share of Company Common Stock. The Merger was accounted for as a
pooling-of-interests.
A description of the closing of the Merger is contained in the March
30, 1999 press release of the Company, which is filed herewith as Exhibit 99.1
and incorporated herein by reference. The Merger Agreement is incorporated
herein by reference to Annex A of the Proxy Statement/Prospectus contained in
Amendment No. 3 to the Company's Registration Statement on Form S-4 (File No.
333-67263), filed with the Securities and Exchange Commission (the "Commission")
on February 24, 1999 and declared effective by the Commission on February 25,
1999 (the "Registration Statement"). A description of the Merger, including
additional information requested pursuant to Item 2 of Form 8-K, are contained
in the Registration Statement, the text of which is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
It is impracticable for the Company to file herewith the required
financial statements in this Current Report on Form 8-K. The required financial
statements will be filed by amendment as soon as practicable, but not later than
60 days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
It is impracticable for the Company to file herewith the required pro
forma financial information in this Current Report on Form 8-K. The required pro
forma financial information will be filed by amendment as soon as practicable,
but not later than 60 days after the date this Current Report on Form 8-K is
required to be filed.
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(c) Exhibits
The following Exhibits are filed as part of this report:
2.1 Agreement and Plan of Reorganization, dated as of
October 31, 1998, between the Company and Boole
(included as Annex A of the Proxy
Statement/Prospectus contained in the Company's
Registration Statement)
99.1 Press release, dated March 30, 1999.
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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: April 13, 1999 By: /s/ M. Brinkley Morse
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Name: M. Brinkley Morse
Title: Senior Vice President
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EXHIBIT INDEX
Exhibit
Number Description
2.1 Agreement and Plan of Reorganization, dated as of October
31, 1998, between the Company and Boole (included as Annex
A of the Proxy Statement/Prospectus contained in the
Company's Registration Statement)
99.1 Press release, dated March 30, 1999.