BEA SYSTEMS INC
8-K, 1999-12-13
COMPUTER PROGRAMMING SERVICES
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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): December 9, 1999


                               BEA SYSTEMS, INC.
             (Exact Name of Registrant as Specified in its Charter)


                                    DELAWARE
                 (State or Other Jurisdiction of Incorporation)


             0-22369                                77-0394711
      (Commission File Number)           (I.R.S. Employer Identification No.)


                  2315 North First Street, San Jose, CA 95131
              (Address of Principal Executive Offices) (Zip Code)

                                 (408) 570-8000
              (Registrant's Telephone Number, Including Area Code)



                                 Not Applicable
         (Former Name or Former Address, if Changed Since Last Report)
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                      INFORMATION TO BE INCLUDED IN REPORT



Item 5. Other Events.

        The Press Release attached as Exhibit 99 is being filed pursuant to the
provisions of Rule 135(c).


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

        (c)  Exhibits.

             Exhibit 99  Press Release dated December 9, 1999
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                                   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.
                                 (the Registrant)

                                 By: /s/ Mark P. Dentinger
                                 Mark P. Dentinger
                                 Vice President, Corporate Finance

                                 Dated: December 10, 1999
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                                 EXHIBIT INDEX



Exhibit 99  Press Release dated December 9, 1999

<PAGE>

                                                                      Exhibit 99


Thursday December 9, 6:30 pm Eastern Time

Company Press Release

BEA to Offer $300 Million of Convertible Subordinated Notes

SAN JOSE, Calif., Dec. 9 /PRNewswire/ -- BEA Systems, Inc. (Nasdaq: BEAS - news)
                                                                    ----   ----
announced today that it intends to offer, subject to market and other
conditions, $300 million in convertible subordinated notes due 2006 in an
offering to qualified institutional investors. The interest rate, conversion
rate and offering price are to be determined by negotiations among BEA and the
initial purchasers of the notes. The offering is expected to close in December
1999. The company has granted the initial purchasers a 30-day option to purchase
an additional $100 million of notes to cover over-allotments, if any.

The net proceeds of the offering will be added to working capital and used for
general corporate purposes. The company may also use a portion of the net
proceeds to fund acquisitions of complementary businesses, products, or
technologies.

This announcement is neither an offer to sell nor a solicitation to buy any of
these securities.

The securities will not be registered under the Securities Act of 1933, as
amended (the ``Securities Act''), or any state securities laws, and unless so
registered, may not be offered or sold in the United States except pursuant to
an exemption from the registration requirements of the Securities Act and
applicable state securities laws.

For more information on BEA Systems at no cost, Please call 800-PRO-INFO (U.S.)
or 732-544-2850 (Int'l), ticker symbol BEAS.



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