<PAGE>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
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): JULY 21, 1997
BEA SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 000-22369 77-0394711
(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION)
</TABLE>
385 MOFFET PARK DRIVE, SUITE 105, SUNNYVALE, CALIFORNIA 94089-1208
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(408) 743-4000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<PAGE>
INFORMATION TO BE INCLUDED IN REPORT
ITEM 9. SALE OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On July 21, 1997, BEA Systems, Inc., a Delaware corporation, offered
1,200,000 shares of its Common Stock in an offshore offering to investors
outside the United States, which shares were eligible to be sold in reliance
on Regulation S under the Securities Act of 1933, as amended. The sale of a
portion of such shares was closed on July 25, 1997. The underwriters for the
transaction were Goldman Sachs International; Alex. Brown & Sons
International; Robertson, Stephens & Company LLC; and SoundView Financial
Group, Inc. The offering price for the sale was $17.00 per share. The
underwriting discount for the sale was $0.89 per share.
2
<PAGE>
SIGNATURES
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.
BEA SYSTEMS, INC.
By /s/ Steve L. Brown
------------------------------
Steve L. Brown
Executive Vice President, Chief Financial
Officer and Secretary
Date: August 1, 1997
3
