<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant [X]
Filed by a party other than the
Registrant [_]
Check the appropriate box:
[X] Preliminary proxy statement [_] Confidential, For Use of the
Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive proxy statement
[_] Definitive additional
materials
[_] Soliciting material pursuant
to Rule 14a-11(c) or Rule 14a-
12
</TABLE>
BEA Systems, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the
appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
___________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
___________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
___________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________
(5) Total fee paid:
___________________________________________________________________________
[_] Fee paid previously with preliminary materials:
____________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
___________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
(3) Filing Party:
___________________________________________________________________________
(4) Date Filed:
___________________________________________________________________________
<PAGE>
[logo]
BEA SYSTEMS, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 6, 2000
The Special Meeting of Stockholders of BEA Systems, Inc., a Delaware
corporation (the "Company") will be held at the Company's corporate
headquarters located at 2315 North First Street, San Jose, California 95131,
on Thursday, April 6, 2000 at 10:00 A.M., Pacific Time, for the purpose of
considering and acting upon the following:
1. Approval of an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the number of shares of Common
Stock, par value $0.001 per share, which the Company is authorized to
issue from 250,000,000 shares to 535,000,000 shares. Approval of this
proposal will result in a two-for-one split of the Company's Common
Stock to be paid as a dividend.
2. Any and all matters incident to the foregoing, and such other business
as may legally come before the meeting and any adjournments or
postponements thereof.
The Board of Directors has fixed the close of business on February 25, 2000
as the record date for determining the stockholders having the right to notice
of and to vote at the special meeting.
The foregoing item of business is more fully described in the Proxy
Statement which is attached hereto and made a part hereof.
By Order of the Board of Directors,
William T. Coleman III
Chief Executive Officer and Chairman
of the Board
San Jose, California
March , 2000
IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN
PERSON, YOU ARE URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE PROVIDED TO ENSURE
YOUR REPRESENTATION AND THE PRESENCE OF A QUORUM AT THE SPECIAL MEETING. IF
YOU SEND IN YOUR PROXY CARD AND THEN DECIDE TO ATTEND THE SPECIAL MEETING TO
VOTE YOUR SHARES IN PERSON, YOU MAY STILL DO SO. YOUR PROXY IS REVOCABLE IN
ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE PROXY STATEMENT.
<PAGE>
BEA SYSTEMS, INC.
2315 North First Street
San Jose, California 95131
----------------
PROXY STATEMENT
Special Meeting of Stockholders
To Be Held April 6, 2000
----------------
The enclosed proxy is solicited on behalf of the Board of Directors of BEA
Systems, Inc., a Delaware corporation (the "Company"), for use at the Special
Meeting of Stockholders (the "Special Meeting") to be held at 10:00 A.M.
Pacific time, at the Company's corporate headquarters located at 2315 North
First Street, San Jose, California 95131, on April 6, 2000, and at any
adjournment or postponement thereof. Only holders of the Company's common
stock of record on February 25, 2000 will be entitled to vote.
Voting, Vote Required and Revocation
Each stockholder of the Company's common stock, par value $0.001 per share
("Common Stock"), is entitled to one vote for each share of common stock owned
as of the record date.
Approval of the proposed amendment (the "Amendment") to the Amended and
Restated Certificate of Incorporation (the "Certificate of Incorporation")
requires the affirmative vote of a majority of all outstanding shares of
Common Stock. Stockholders of record at the close of business on February 25,
2000 (the "Record Date") are entitled to notice of and to vote at the Special
Meeting. At the close of business on the Record Date, shares of
Common Stock were issued and outstanding. At the Record Date, all of the
Company's non-voting Class B Common Stock had been converted into shares of
the Company's Common Stock and no shares of non-voting Class B Common Stock
remain outstanding.
All shares of Common Stock represented by valid proxies will be voted in
accordance with the instructions contained therein. In the absence of
instructions, proxies from holders of Common Stock will be voted FOR the
Amendment. Shares of Common Stock represented by proxies which are marked
"ABSTAIN" with respect to the Amendment will have the effect of a vote against
the Amendment. In instances where brokers are prohibited from exercising
discretionary authority for beneficial owners who have not returned proxies
(so called "broker non-votes"), those shares will be disregarded and will have
the effect of a vote against the Amendment.
A proxy may be revoked by the stockholder giving the proxy at any time
before it is voted by written notice of revocation delivered to the Company
prior to the meeting, and a prior proxy is automatically revoked by a
stockholder giving a subsequent proxy or attending and voting at the meeting.
Attendance at the meeting in and of itself does not revoke a prior proxy.
This Proxy Statement and the accompanying proxy were first sent by mail to
stockholders on or about March , 2000. The costs of this solicitation are
being borne by the Company. The Company may reimburse brokerage firms and
other persons representing beneficial owners of shares for their expenses in
forwarding solicitation material to such beneficial owners. Proxies may also
be solicited personally or by telephone, facsimile or telegram by certain of
the Company's directors, officers and regular employees without additional
compensation.
<PAGE>
PROPOSAL
AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
In February, 2000, the Board of Directors declared it advisable and
unanimously approved the Amendment to increase the aggregate number of shares
of Common Stock which the Company is authorized to issue from 250,000,000
shares to 535,000,000 shares. No increase in the number of shares of Class B
Common Stock or Preferred Stock of the Company, currently 35,000,000 and
5,000,000 shares, respectively, is proposed or anticipated.
If approved by the stockholders, the Amendment will become effective upon
the filing of a Certificate of Amendment of Amended and Restated Certificate
of Incorporation with the Delaware Secretary of State. The Amendment would
change Article Fourth of the Company's Certificate of Incorporation to read in
its entirety as follows:
FOURTH: The Corporation is authorized to issue two classes of shares,
designated "Preferred Stock" and "Common Stock." The total number of shares
which the Corporation is authorized to issue is Five Hundred Forty Million
(540,000,000) shares. Five Hundred Thirty-Five Million (535,000,000) shares
shall be Common Stock, $0.001 par value, (the "Common Stock"), of which
Thirty-Five Million (35,000,000) shares are hereby designated Class B
Common Stock. Five Million (5,000,000) shares shall be Preferred Stock,
$0.001 par value (the "Preferred Stock"). The undesignated shares of
Preferred Stock shall be issued from time to time in one or more series.
The Board of Directors is hereby authorized, within the limitations and
restrictions stated in this Amended and Restated Certificate of
Incorporation, to fix or alter the individual rights, dividend rate,
conversion rights, voting rights, rights and terms of redemption (including
sinking fund provisions), the redemption price or prices, the liquidation
preference of any wholly unissued shares of Preferred Stock, and the number
of shares constituting any such series and the designation thereof, or any
of them, and to increase or decrease the number of shares of any series
subsequent to the issue of shares of that series, but not below the number
of shares of such series then outstanding. In case the number of shares of
any series shall be so decreased, the shares constituting such decrease
shall resume the status which they had prior to the adoption of the
resolution originally fixing the number of shares of such series.
Proposed Stock Split
At the same time the Board of Directors approved the Amendment, subject to
stockholder approval, the Board of Directors declared a two-for-one stock
split of the Company's Common Stock which would be effected in the form of a
dividend of one additional share of Common Stock for each share of Common
Stock outstanding (the "Stock Split"). Stockholders are not being asked to
vote on the Stock Split, but the Stock Split will not take place unless the
authorized number of shares of Common Stock is increased as described in this
proposal. Without this increase in the number of authorized shares of Common
Stock, the Company would not have enough authorized but unissued shares of
Common Stock to double the number of its outstanding shares of Common Stock in
connection with the proposed Stock Split.
The Board of Directors believes that the proposed Stock Split will result
in a market price that should be more attractive to a broader spectrum of
investors, particularly individual investors. The aggregate number of shares
of Common Stock that may be sold under the Company's employee stock purchase
and incentive stock option plans, and the exercise price of such options, will
also be proportionately adjusted to reflect the Stock Split. For example, the
Stock Split will have the effect of doubling the number of shares of Common
Stock issuable upon the exercise of options under the Company's stock
incentive plan, and of reducing by one-half the option price per share of such
options.
2
<PAGE>
Purpose and Effect of the Amendment
As of the Record Date, of the Company's 250,000,000 authorized shares of
Common Stock, shares were issued and outstanding,
shares were reserved for issuance pursuant to the Company's 1997 Employee
Stock Purchase Plan and 1997 Stock Incentive Plan (collectively, the "Plans"),
and shares were available for future issuance, but have not been
reserved for any specific use. The principal purposes of the proposed
Amendment is to authorize additional shares of Common Stock which will be
available (i) to effect the proposed Stock Split, and (ii) in the event that
the Board of Directors determines that it is necessary or appropriate, to
effect future stock dividends or stock splits, to raise additional capital
through the sale of securities, to acquire another company or its business or
assets through the issuance of securities, or to establish a strategic
relationship with a corporate partner through the exchange of securities.
If the proposed Amendment is adopted, the aggregate number of authorized
shares of Common Stock will be increased from 250,000,000 shares to
535,000,000 shares. If the Amendment were adopted, as of the Record Date,
shares would be available for issuance by the Board of Directors,
without any further stockholder approval, except in certain issuances of
shares which require stockholder approval as required by law, regulation or
stock exchange rule. If the Amendment is not approved, the number of
authorized shares will remain the same, and the Company will have limited
flexibility to do the things described above.
Although the Board of Directors has no immediate plans, understandings,
agreements or commitments to issue any of the additional shares of Common
Stock that would be authorized upon approval of the Amendment, other than to
effect the Stock Split, the Board of Directors may in the future give
consideration to another stock dividend or split and the Board of Directors
from time to time has given and continues to give consideration to the
possible acquisition of other companies using shares of Common Stock.
On one previous occasion since the Company's initial public offering in
1997, there has been a stock dividend, functionally serving as a stock split.
The prior dividend was a two-for-one stock split in the form of a 100%
dividend which was payable December 19, 1999.
There will be no change in the voting rights, dividend rights, liquidation
rights, preemptive rights or any other stockholder rights as a result of the
proposed Amendment. The additional shares might be issued at such times and
under such circumstances as to have a dilutive effect on earnings per share
and on the equity ownership of the present holders of Common Stock.
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock entitled to vote at the Special Meeting, assuming a quorum is
present, is necessary for approval of the Amendment. Therefore, abstentions
and broker non-votes (which may occur if a beneficial owner of stock where
shares are held in a brokerage or bank account fails to provide the broker or
the bank voting instructions as to such shares) effectively count as votes
against the Amendment.
The Board of Directors unanimously recommends a vote FOR the Amendment.
Effect of the Stock Split
No change in total stockholders' equity will result from the Stock Split.
The aggregate amount of capital represented by the outstanding shares of
Common Stock will be increased by $0.001 for each share issued to effect the
Stock Split and the Company's capital in excess of par value account will be
reduced by the same amount. After the Stock Split, purchases and sales of
Common Stock by an individual stockholder may be subject to higher brokerage
charges and applicable stock transfer taxes than on a pre-split transaction of
equivalent market value due to the greater number of shares of Common Stock
involved after the Stock Split. In addition, the Company will incur certain
expenses in connection with the Stock Split, such as the cost of preparing and
delivering to stockholders new certificates representing additional shares.
3
<PAGE>
The Company has been advised that, based on current tax law, the Stock
Split should not result in any gain or loss for Federal income tax purposes.
The tax basis of every share held before the Stock Split will be allocated
between the two shares held as a result of the distribution, and the holding
period of the new shares will include the holding period of the shares with
respect to which they were issued. The laws of jurisdictions other than the
United States may impose income taxes on the issuance of the additional shares
and stockholders subject to such laws are urged to consult their tax advisers.
Potential Anti-Takeover Effect
The proposed Amendment could, under certain circumstances, have an anti-
takeover effect, although this is not the intention of the proposal. The
increased number of authorized shares of Common Stock could discourage, or be
used to impede, an attempt to acquire or otherwise change control of the
Company. The private placement of shares of Common Stock into "friendly"
hands, for example, could dilute the voting strength of a party seeking
control of the Company. Furthermore, many companies have issued warrants or
other rights to acquire additional shares of Common Stock to the holders of
its Common Stock to discourage or defeat unsolicited share accumulation
programs and acquisition proposals, which programs or proposals may be viewed
by the Board of Directors as not in the best interest of the Company and its
stockholders. Although the Company has no present intent to use the additional
authorized shares of Common Stock for such purposes, if this proposal is
adopted, more capital stock of the Company would be available for such
purposes than is currently available.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company
with respect to the beneficial ownership as of February 25, 2000, by (i) all
persons who are beneficial owners of five percent (5%) or more of the
Company's Common Stock, (ii) each director, (iii) certain executive officers,
and (iv) all directors and executive officers as a group.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned(1)
--------------------------
Name Number Percentage
---- ------------- ------------
<S> <C> <C>
5% Stockholders
Warburg, Pincus Ventures, L.P.(2)................
486 Lexington Avenue
New York, New York 10017
FMR Corp. (3).................................... 6,884,245
82 Devonshire Street
Boston, MA 02109
Executive Officers and Directors
William T. Coleman III(4)........................
Terence I. Dwyer ................................
Sam Cece.........................................
Barbara J. Britton ..............................
Joseph H. Menard.................................
Carol A. Bartz...................................
Cary J. Davis....................................
Stewart K. P. Gross..............................
William H. Janeway...............................
Dean O. Morton...................................
Robert Joss......................................
All directors and executive officers as a group
( ) persons) (15).............................
</TABLE>
- --------
* Less than 1%
4
<PAGE>
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, shares of Common Stock subject to options held by that person
that are currently exercisable or exercisable within 60 days of February
25, 2000 are deemed outstanding. Such shares, however, are not deemed
outstanding for the purposes of computing the percentage ownership of
each other person. Except as indicated in the footnotes to this table and
pursuant to applicable community property laws, the persons named in the
tables have sole voting and investment power with respect to the shares
set forth opposite such person's name.
(2) The sole general partner of Warburg, Pincus Ventures, L.P. ("Warburg") is
Warburg, Pincus & Co., a New York general partnership ("WP"). E.M.
Warburg, Pincus & Co., LLC, a New York limited liability company
("EMWP"), manages Warburg. The members of EMWP are substantially the same
as the partners of WP. Lionel I. Pincus is the managing partner of WP and
the managing member of EMWP and may be deemed to control both WP and
EMWP. WP has a 15% interest in the profits of Warburg as the general
partner, and also owns approximately 1.5% of the limited partnership
interests in Warburg. Messrs. Janeway, Gross and Davis, directors of the
Company, are Managing Directors and members of EMWP and general partners
of WP. As such, Messrs. Janeway, Gross and Davis may be deemed to have an
indirect, pecuniary interest (within the meaning of Rule 16a-1 under the
Exchange Act) in an indeterminate portion of the shares beneficially
owned by Warburg and WP.
(3) As reported in a Schedule 13G filed on February 11, 2000, includes
225,697 shares as to which FMR Corp. has shared voting power and
6,884,245 shares as to which it has sole dispositive power.
(4) Includes shares held of record by the Coleman Family Trust, dated July
12, 1995, of which William T. and Claudia L. Coleman are co-trustees (the
"Family Trust") and shares held of record by the Coleman Family
Charitable Trust dated December 11, 1997 (the "Charitable Trust") of
which William T. and Claudia L. Coleman are co-trustees. Also includes
shares subject to options exercisable within 60 days after February
25, 2000. The address for the Family Trust and the Charitable Trust is
c/o William T. Coleman III, BEA Systems, Inc., 2315 North First Street,
San Jose, California, 95131
(5) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of February 25, 2000.
(6) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of February 25, 2000.
(7) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of February 25, 2000.
(8) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of February 25, 2000.
(9) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of February 25, 2000.
(10) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of February 25, 2000.
(11) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of February 25, 2000.
(12) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of February 25, 2000.
(13) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of February 25, 2000.
(14) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of February 25, 2000.
(15) Includes shares subject to stock options currently exercisable or
exercisable within 60 days of February 25, 2000.
5
<PAGE>
Other Business
Management knows of no matters other than the foregoing to be brought before
the Special Meeting. If such other matters properly come before the meeting, or
any adjournment thereof, the proxies named in the accompanying form of proxy
will vote such proxy on such matters in accordance with their best judgment.
It is important that the proxies be returned promptly and your shares be
represented. Stockholders are urged to fill in, sign and promptly return the
accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors,
William T. Coleman III
Chief Executive Officer and Chairman
of the Board
San Jose, California
March , 2000
6
<PAGE>
[FORM OF FRONT OF PROXY CARD]
PROXY
BEA SYSTEMS, INC.
2315 NORTH FIRST STREET
SAN JOSE, CALIFORNIA 95131
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS ON APRIL 6, 2000
WILLIAM T. COLEMAN III and WILLIAM KLEIN, or any one of them, each with the
power of substitution, are hereby authorized to represent and vote the shares of
the undersigned, with all the powers which the undersigned would possess if
personally present, at the Special Meeting of Stockholders of BEA SYSTEMS, INC.
(the "Company"), to be held on Thursday, April 6, 2000, and any adjournments or
postponements thereof.
SEE REVERSE SIDE: If you wish to vote in accordance with the Board of
Directors' recommendations, just sign and date on the reverse side. You need
not mark any boxes.
----------------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE
----------------
<PAGE>
[FORM OF BACK OF PROXY CARD]
PROXY
[_] Please mark votes as in this example.
Shares represented by this proxy will be voted as directed by the
stockholder. IF NO SUCH DIRECTIONS ARE INDICATED, THE PROXIES WILL HAVE
AUTHORITY TO VOTE FOR PROPOSAL 1. In their discretion, the Proxies are
authorized to vote upon such other business as may properly come before the
Special Meeting of Stockholders. The Board of Directors recommends a vote FOR
Proposal No. 1.
1. Approval of an amendment to the Company's
Amended and Restated Certificate
of Incorporation to increase the number of
shares of common stock which the Company is
authorized to issue from 250,000,000 shares
to __________ shares.
FOR WITHHELD ABSTAIN
[_] [_] [_]
MARK HERE
FOR ADDRESS
CHANGE AND [_]
NOTE AT LEFT
Please sign exactly as your name appears herein.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED
REPLY ENVELOPE. Signature: _______________________ Date _______
Signature: _______________________ Date _______
