BMC SOFTWARE INC
S-3/A, 1995-12-05
PREPACKAGED SOFTWARE
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<PAGE>
   
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 1995
    

   
                                                       REGISTRATION NO. 33-64213
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

   
                                AMENDMENT NO. 1
                                       TO
                                    FORM S-3
    

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                               BMC SOFTWARE, INC.
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                              <C>                           <C>
           DELAWARE                          7274                   74-21226120
 (State or other jurisdiction    (Primary Standard Industrial     (I.R.S. Employer
      of incorporation or        Classification Code Number)   Identification Number)
         organization)
</TABLE>

                            2101 CITY WEST BOULEVARD
                           HOUSTON, TEXAS 77042-2827
                                 (713) 918-8800
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

<TABLE>
<S>                                                 <C>
                M. BRINKLEY MORSE                             Copies of all communications,
         VICE PRESIDENT, GENERAL COUNSEL                 including all communications sent to the
                  AND SECRETARY                           agent for service, should be sent to:
             2101 CITY WEST BOULEVARD                                 JOHN S. WATSON
            HOUSTON, TEXAS 77042-2827                             VINSON & ELKINS L.L.P.
                  (713) 918-8800                                  2300 FIRST CITY TOWER
(Name, address, including zip code, and telephone                      1001 FANNIN
number, including area code, of agent for service)              HOUSTON, TEXAS 77002-6760
                                                                      (713) 758-2222
</TABLE>

                           --------------------------

    APPROXIMATE  DATE OF COMMENCEMENT OF PROPOSED  SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.

    If the  only securities  being registered  on this  Form are  being  offered
pursuant  to dividend or interest reinvestment plans, please check the following
box.  / /

    If any of the securities being registered on this Form are to be offered  on
a  delayed or continuous basis pursuant to  Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.  /X/

    If this Form  is filed  to register  additional securities  for an  offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and  list  the  Securities  Act registration  statement  number  of  the earlier
effective registration statement for the same offering.  / /

    If this Form  is a post-effective  amendment filed pursuant  to Rule  462(c)
under  the Securities Act, check  the following box and  list the Securities Act
registration statement number  of the earlier  effective registration  statement
for the same offering.  / /

   
    If  delivery of the prospectus is expected  to be made pursuant to Rule 434,
please check the following box.  / /
    

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                               BMC SOFTWARE, INC.
                             CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
ITEM OF FORM S-3                                                                LOCATION IN PROSPECTUS
- -------------------------------------------------------------  --------------------------------------------------------

<C>        <S>                                                 <C>
       1.  Forepart of the Registration Statement and Outside
            Front Cover Page of Prospectus...................  Cover Page
       2.  Inside Front and Outside Back Cover Pages of
            Prospectus.......................................  Inside Front and Outside Back Cover Pages; Available
                                                                Information; Incorporation of Certain Information by
                                                                Reference
       3.  Summary Information, Risk Factors and Ratio of
            Earnings to Fixed Charges and Other
            Information......................................  Cover Page; The Company; Incorporation of Certain
                                                                Information by Reference*
       4.  Use of Proceeds...................................  Use of Proceeds
       5.  Determination of Offering Price...................                             *
       6.  Dilution..........................................                             *
       7.  Selling Security Holders..........................  Selling Stockholders
       8.  Plan of Distribution..............................  Outside Front Cover of Prospectus
       9.  Description of Securities to be Registered........                             *
      10.  Interests of Named Experts and Counsel............  Legal Matters; Experts
      11.  Material Changes..................................                             *
      12.  Incorporation of Certain Information by
            Reference........................................  Incorporation of Certain Information by Reference
      13.  Disclosure of Commission Position on
            Indemnification for Securities Act Liabilities...                             *
</TABLE>

- ------------------------
* Not applicable or answer is negative.
<PAGE>
   
PROSPECTUS
    

                                 139,600 SHARES

                                     [LOGO]

                               BMC SOFTWARE, INC.

                 139,600 SHARES OF COMMON STOCK, $.01 PAR VALUE

                             ---------------------

    All  of the shares of Common Stock  offered hereby are being sold by certain
stockholders  (the  "Selling  Stockholders")   of  the  Company.  See   "Selling
Stockholders." The Company will not receive any proceeds from the sale of shares
of Common Stock by the Selling Stockholders.

   
    The  Common Stock is quoted  on the NASDAQ National  Market under the Symbol
"BMCS." On December 4, 1995, the last reported sales price for the Common  Stock
on  the NASDAQ National Market was $41.00  per share. The shares of Common Stock
offered hereby may be sold from time to time in ordinary brokerage  transactions
on  the NASDAQ National  Market, in the over-the-counter  market or in privately
negotiated transactions, through agents or  directly to one or more  purchasers,
at  the prevailing  market price,  at prices  related to  such prevailing market
prices, at  fixed prices  which may  be  changed or  at negotiated  prices.  The
Selling  Stockholders  may effect  such transactions  by  selling the  shares of
Common Stock offered  hereby to  or through agents,  underwriters or  registered
broker-dealers,  and  such  persons  may require  compensation  in  the  form of
discounts, concessions or commissions from  the Selling Stockholders and/or  the
purchaser of such shares of Common Stock.
    

    All  expenses  of registration  incurred in  connection  with the  shares of
Common Stock offered hereby will be paid  by the Company. All selling and  other
expenses  incurred  by the  Selling  Stockholders will  be  paid by  the Selling
Stockholders. The  Company  has agreed  to  indemnify the  Selling  Stockholders
against certain liabilities under the Securities Act of 1933, as amended.

                            ------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
    EXCHANGE  COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE
       SECURITIES AND EXCHANGE  COMMISSION OR  ANY STATE  SECURITIES
            COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF
                THIS PROSPECTUS. ANY REPRESENTATION TO  THE
                           CONTRARY IS A CRIMINAL OFFENSE.

                            ------------------------

   
                The date of this Prospectus is December 5, 1995
    
<PAGE>
                             AVAILABLE INFORMATION

    The  Company is subject to the  informational requirements of the Securities
Exchange Act  of  1934, as  amended  (the  "Exchange Act"),  and  in  accordance
therewith,  files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports,  proxy statements and other  information
filed  by  the Company  can  be inspected  and  copied at  the  public reference
facilities maintained by the Commission  at 450 Fifth Street, N.W.,  Washington,
D.C.  20549,  and at  the  Commission's Regional  Offices  at Seven  World Trade
Center, 13th  Floor, New  York, New  York 10048  and CitiCorp  Center, 500  West
Madison  Street,  Suite  1400,  Chicago,  Illinois  60661-2511.  Copies  of such
material can  be obtained  by mail  from  the Public  Reference Section  of  the
Commission at 450 West Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.

    The  Company has filed with the  Commission a Registration Statement on Form
S-3 (herein,  together with  all amendments  and exhibits,  referred to  as  the
"Registration  Statement") under  the Securities  Act of  1933, as  amended (the
"Securities Act"). This Prospectus does not  contain all of the information  set
forth  in the  Registration Statement,  certain parts  of which  were omitted in
accordance with  the  rules  and  regulations of  the  Commission.  For  further
information,  reference  is  hereby  made  to  the  Registration  Statement. Any
statements contained herein concerning the  provisions of any document filed  as
an  exhibit to the Registration Statement or otherwise filed with the Commission
are not necessarily complete, and in each instance reference is made to the copy
of such document so filed. Each such  statement is qualified in its entirety  by
such reference.

    The  Common Stock is traded on the  NASDAQ National Market and such reports,
proxy and information  statements and other  information concerning the  Company
are  available at  the offices  of the  NASDAQ located  at 1735  K Street, N.W.,
Washington, D.C. 20006.

               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

   
    The following documents previously filed by the Company with the  Commission
are  incorporated herein by  reference: (i) the Company's  Annual Report on Form
10-K for the year ended March 31, 1995; (ii) the Company's Quarterly Reports  on
Form  10-Q for  the quarters  ended June  30 and  September 30,  1995; (iii) the
Company's Current  Report  on Form  8-K  dated October  6,  1995; and  (iv)  the
description  of  the  Company's  Common  Stock  contained  in  the  Registration
Statement on Form 8-A filed with the Commission on August 25, 1988.
    

    All documents filed by the Company  pursuant to Section 13(a), 13(c), 14  or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the securities offered hereby shall be deemed
to  be incorporated by  reference into this  Prospectus and to  be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded  for purposes of the  Registration Statement and  this
Prospectus   to  the  extent  that  a  statement  contained  herein  or  in  any
subsequently filed document  that also  is or is  deemed to  be incorporated  by
reference  herein modifies or  supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement or this Prospectus.

    The Company will provide  without charge to  each person to  whom a copy  of
this Prospectus is delivered, upon the written or oral request of such person, a
copy  of any or all of the documents which are incorporated by reference herein,
other than exhibits  to such  documents (unless such  exhibits are  specifically
incorporated  by reference into such documents).  Requests should be directed to
the Office  of the  Corporate  Secretary, BMC  Software,  Inc., 2101  City  West
Boulevard, Houston, Texas 77042-2827 (Telephone number (713) 918-8800).

                                       1
<PAGE>
                                  THE COMPANY

    BMC's  principal executive offices are located  at 2101 City West Boulevard,
Houston, Texas 77042-2827,  and its telephone  number at such  address is  (713)
918-8800.

                                USE OF PROCEEDS

    All  proceeds from the sale of shares of Common Stock offered hereby will go
to the Selling Stockholders. The Company will not receive any consideration  for
the shares of the Common Stock registered hereunder.

                              SELLING STOCKHOLDERS

    The  following table sets forth the names  of and number of shares of Common
Stock held as of the date of this Prospectus that are registered hereunder:

<TABLE>
<CAPTION>
NAME                                                               NUMBER OF SHARES
- -----------------------------------------------------------------  -----------------
<S>                                                                <C>
Marathon Ventures Partners C.V.                                           42,304
Thomas J. Bonomo                                                          32,432
Randall M. Preshun                                                        32,432
Philip R. Wentworth                                                       32,432
</TABLE>

                                 LEGAL MATTERS

    The validity of the Common Stock offered hereby has been passed upon for the
Company by Vinson & Elkins L.L.P.

                                    EXPERTS

    The audited consolidated financial statements  and schedules of the  Company
incorporated  by reference in this Prospectus  and elsewhere in the Registration
Statement, to the extent  and for the periods  indicated in their reports,  have
been  audited by  Arthur Andersen LLP,  independent public  accountants, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.

                                       2
<PAGE>
- -------------------------------------------
                                     -------------------------------------------
- -------------------------------------------
                                     -------------------------------------------

    NO  DEALER,  SALESMAN  OR  OTHER  PERSON HAS  BEEN  AUTHORIZED  TO  GIVE ANY
INFORMATION OR TO MAKE  ANY REPRESENTATIONS OTHER THAN  THOSE CONTAINED IN  THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED  BY THE COMPANY,  BY ANY SELLING  STOCKHOLDER OR UNDERWRITER. NEITHER
THE DELIVERY OF  THIS PROSPECTUS  NOR ANY SALE  MADE HEREUNDER  SHALL UNDER  ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF  THE COMPANY SINCE  THE DATE HEREOF.  THIS PROSPECTUS DOES  NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES COVERED
HEREBY IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE  SUCH
OFFER OR SOLICITATION IN SUCH JURISDICTION.

                            ------------------------

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                    PAGE
                                                    -----
<S>                                              <C>
Available Information..........................           1

Incorporation of Certain Information by
 Reference.....................................           1

The Company....................................           2

Use of Proceeds................................           2

Selling Stockholders...........................           2

Legal Matters..................................           2

Experts........................................           2
</TABLE>

                                     [LOGO]

                               BMC SOFTWARE, INC.

                                 139,600 SHARES
                                  COMMON STOCK
                                ($.01 PAR VALUE)

                             ---------------------

                                   PROSPECTUS

                             ---------------------

   
                                DECEMBER 5, 1995
    

- -------------------------------------------
                                     -------------------------------------------
- -------------------------------------------
                                     -------------------------------------------
<PAGE>
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

    The estimated fees and expenses payable by the Registrant in connection with
the offering of the shares of Common Stock registered hereunder are as follows:

   
<TABLE>
<S>                                                                         <C>
Securities and Exchange Commission registration fee.......................  $   1,727
Printing fees and expenses................................................      5,000
Legal fees and expenses...................................................      5,000
Accounting fees and expenses..............................................      3,000
Blue Sky fees and expenses................................................      5,000
Miscellaneous.............................................................      2,000
                                                                            ---------
    Total.................................................................  $  21,727
                                                                            ---------
                                                                            ---------
</TABLE>
    

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section  145 of the Delaware General Corporation Law, Article SEVENTH of the
Company's Restated Certificate of Incorporation, Sections 1 and 2 of Article  VI
of the Company's bylaws, as amended, and indemnification agreements entered into
by  the Company with its directors  provide for the indemnification of officers,
directors, employees and agents under certain circumstances.

    Set forth below is Article SEVENTH of the Company's Restated Certificate  of
Incorporation  pertaining to  indemnification of  officers, directors, employees
and agents and insurance:

        SEVENTH:  A director of the  Corporation shall not be personally  liable
    to  the Corporation or  its stockholders for monetary  damages for breach of
    fiduciary duty as a director, except for such liability as is expressly  not
    subject  to limitation  under the  General Corporation  Law of  the State of
    Delaware, as the same exists or may hereafter be amended to further limit or
    eliminate such liability.  Moreover, the Corporation  shall, to the  fullest
    extent permitted by law, indemnify any and all officers and directors of the
    Corporation,  and may,  to the  fullest extent permitted  by law  or to such
    lesser extent as is determined in the discretion of the Board of  Directors,
    indemnify  any and all other persons whom  it shall have power to indemnify,
    from and against all expenses, liabilities  or other matters arising out  of
    their  status as such or their acts,  omissions or services rendered in such
    capacities. The Corporation shall  have the power  to purchase and  maintain
    insurance  on  behalf of  any  person who  is  or was  a  director, officer,
    employee or agent of the Corporation, or is or was serving at the request of
    the Corporation  as  a  director,  officer, employee  or  agent  of  another
    Corporation,  partnership, joint venture, trust  or other enterprise against
    any liability asserted against him and incurred by him in any such capacity,
    or arising out of his status as  such, whether or not the Corporation  would
    have the power to indemnify him against such liability.

    Set  forth below are Sections 1 and 2 of Article VI of the Company's bylaws,
as amended:

        SECTION 1.  RIGHT TO INDEMNIFICATION.  Each person who was or is made  a
    party  or is threatened to be made a  party to or is involved in any action,
    suit or proceeding, whether civil, criminal, administrative or investigative
    (hereinafter a "proceeding"),  by reason of  the fact  that he or  she or  a
    person  of whom  he or  she is the  legal representative,  is or  was or has
    agreed to become  a director  or officer  of the  Corporation or  is or  was
    serving  or  has agreed  to serve  at the  request of  the Corporation  as a
    director, officer,  employee  or  agent  of  another  corporation  or  of  a
    partnership,  joint venture,  trust or  other enterprise,  including service
    with respect to employee benefit plans, whether the basis of such proceeding
    is alleged action in an official capacity as a director or officer or in any
    other capacity while  serving or  having agreed to  serve as  a director  or
    officer,  shall be indemnified  and held harmless by  the Corporation to the
    fullest extent authorized by  the Delaware General  Corporation Law, as  the
    same exists or may hereafter be amended (but,

                                      II-1
<PAGE>
    in  the case of any  such amendment, only to  the extent that such amendment
    permits the Corporation to provide broader indemnification rights than  said
    law  permitted the corporation to provide  prior to such amendment), against
    all expense, liability  and loss (including,  without limitation,  attorneys
    fees, judgements, fines, ERISA excise taxes or penalties and amounts paid or
    to  be paid in settlement) reasonably incurred or suffered by such person in
    connection therewith and such indemnification shall continue as to a  person
    who has ceased to serve in the capacity which initially entitled such person
    to  indemnify hereunder and shall inure to  the benefit of his or her heirs,
    executors, and administrators; provided, however, that the Corporation shall
    indemnify any  such  person seeking  indemnification  in connection  with  a
    proceeding (or part thereof) initiated by such person if such proceeding (or
    part  thereof) was authorized by the  board of directors of the Corporation.
    The right  to  indemnification conferred  in  this  Article VI  shall  be  a
    contract right and shall include the right to be paid by the Corporation the
    expenses  incurred in defending any such  proceeding in advance of its final
    disposition; provided, however, that if the Delaware General Corporation Law
    requires, the payment  of such  expenses incurred  by a  current, former  or
    proposed director or officer in his or her capacity as a director or officer
    or  proposed director  or officer  (and not in  any other  capacity in which
    service was or is or has been agreed  to be rendered by such person while  a
    director  or officer, including, without  limitation, service to an employee
    benefit plan) in advance of the final disposition of a proceeding, shall  be
    made  only upon  delivery to  the Corporation  of an  undertaking, by  or on
    behalf of such indemnified  person, to repay all  amounts so advanced if  it
    shall  ultimately be determined that such indemnified person is not entitled
    to be indemnified under this Section or otherwise.

        SECTION 2.  INDEMNIFICATION  OF EMPLOYEES AND  AGENTS.  The  Corporation
    may,  by  action  of  its Board  of  Directors,  provide  indemnification to
    employees and agents of  the Corporation, individually or  as a group,  with
    the  same scope and effect as  the indemnification of directors and officers
    provided for in this Article.

    In addition, the  Company has entered  into indemnification agreements  with
its  directors,  pursuant to  which  the Company  has  agreed to  indemnify such
directors in  accordance with,  and  to the  fullest  extent permitted  by,  the
Delaware General Corporation Law, against any and all expenses, judgments, fines
and  amounts  paid  in  settlement  actually  and  reasonably  incurred  by  the
indemnitee in connection with any proceeding  in which the indemnitee was or  is
made  a party or was or is involved by reason of the fact that the indemnitee is
or was a director.

    The  Company  has  also  purchased  liability  insurance  policies  covering
directors and officers of the Company.

                                      II-2
<PAGE>
ITEM 16.  EXHIBITS.

    Unless  otherwise  indicated below  as  being incorporated  by  reference to
another filing  of  the Company  with  the  Commission, each  of  the  following
exhibits is filed herewith.

<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                                                            DESCRIPTION
- -----------             ---------------------------------------------------------------------------------------------------
<S>          <C>        <C>
       4.1   --         Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to the
                        Company's Registration Statement on Form S-1 (registration No. 33-22892) and incorporated herein by
                        reference).
       4.2   --         Bylaws of the Company (filed with the Commission as Exhibit 3.2 to the Company's Registration
                        Statement on Form S-1 (registration No. 33-22892) and incorporated herein by reference).
       4.3   --         Rights Agreement dated as of May 8, 1995 between the Company and the Rights Agent named therein
                        (filed with the Commission as Exhibit 1 to the Company's Current Report on Form 8-K dated May 2,
                        1995 and incorporated herein by reference).
       5.1   --         Opinion of Vinson & Elkins L.L.P.
      23.1   --         Consent of Arthur Andersen LLP
      23.2   --         Consent of Vinson & Elkins L.L.P. (Contained in Exhibit 5.1).
      24.1   --         Powers of Attorney (included on the signature page to this Registration Statement).
</TABLE>

FINANCIAL STATEMENT SCHEDULES:

    Not required.

ITEM 17.  UNDERTAKINGS.

    The undersigned registrant hereby undertakes:

    (1)  To file, during any  period in which offers or  sales are being made, a
post-effective amendment  to this  Registration Statement:  (i) to  include  any
prospectus  required in Section 10(a) (3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts  or events arising after the effective  date
of  the  Registration Statement  (or  the most  recent  post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information  in the  Registration Statement; PROVIDED,  HOWEVER, that paragraphs
(i) and  (ii) do  not apply  if the  information required  to be  included in  a
post-effective  amendment by those  paragraphs is contained  in periodic reports
filed by  the  registrant  pursuant  to  section 13  or  section  15(d)  of  the
Securities  Exchange  Act of  1934  that are  incorporated  by reference  in the
Registration Statement;

    (2) That, for the purpose of determining any liability under the  Securities
Act  of 1933,  each such post-effective  amendment shall  be deemed to  be a new
registration statement  relating  to the  securities  offered therein,  and  the
offering  of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

    (3) To remove from registration by  means of a post-effective amendment  any
of the securities being registered which remain unsold at the termination of the
offering;

    (4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to section 13(a)
or  section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered  therein, and the offering of  such
securities  at that time  shall be deemed  to be the  initial bona fide offering
thereof;

    (5) The undersigned registrant hereby undertakes  to deliver or cause to  be
delivered  with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security

                                      II-3
<PAGE>
holders that  is  incorporated by  reference  in the  prospectus  and  furnished
pursuant  to and meeting the requirements of  Rule 14a-3 or Rule 14c-3 under the
Securities Exchange  Act  of  1934; and,  where  interim  financial  information
required to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus,  to deliver,  or cause to  be delivered  to each person  to whom the
prospectus is sent or  given, the latest quarterly  report that is  specifically
incorporated  by reference in  the prospectus to  provide such interim financial
information.

    (6) Insofar as indemnification for liabilities arising under the  Securities
Act  of 1933 may be permitted to  directors, officers and controlling persons of
the registrant pursuant  to the  provisions described  under Item  15 above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and  is, therefore, unenforceable. In the  event
that  a  claim  for indemnification  against  such liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the  registrant in the successful  defense of any  action,
suit  or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will,  unless
in  the  opinion of  its  counsel the  matter  has been  settled  by controlling
precedent, submit to a  court of appropriate  jurisdiction the question  whether
such  indemnification  by  it  is  against public  policy  as  expressed  in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-4
<PAGE>
                                   SIGNATURES

   
    Pursuant  to the requirements of the  Securities Act of 1933, the registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-3 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Houston, State of Texas, on the 5th day of December,
1995.
    

                                          BMC SOFTWARE, INC.

   
                                          By:       /s/ Max P. Watson, Jr.
    

                                          --------------------------------------
                                                    Max P. Watson, Jr.
                                           CHAIRMAN OF THE BOARD OF DIRECTORS,
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER

                               POWER OF ATTORNEY

    KNOW ALL MEN  BY THESE PRESENTS,  that each person  whose signature  appears
immediately  below constitutes and  appoints Max P. Watson,  Jr. and M. Brinkley
Morse, or either of them, his  true and lawful attorney-in-fact and agent,  with
full power of substitution, for him and in his name, place and stead, in any and
all  capacities,  to  sign  any  and  all  amendments  (including post-effective
amendments) to  this Registration  Statement,  and to  file  the same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and  Exchange Commission,  granting  unto said  attorney-in-fact  and
agent  full power and authority  to do and perform each  and every act and thing
requisite and necessary to be done, as  fully to all intents and purposes as  he
might  or could  do in  person, hereby  ratifying and  confirming all  that said
attorney-in-fact and agent or his substitute  or substitutes may lawfully do  or
cause to be done by virtue hereof.

    Pursuant   to  the  requirements  of  the   Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the dates indicated.

   
<TABLE>
<CAPTION>
                 SIGNATURES                                      TITLE                             DATE
- ---------------------------------------------  -----------------------------------------  -----------------------

<C>                                            <S>                                        <C>
           /s/ Max P. Watson, Jr.*             Chairman of the Board, President and
    ------------------------------------        Chief Executive Officer (Principal           December 5, 1995
             Max P. Watson, Jr.                 Exective Officer and Financial Officer)

             /s/ John W. Barter*
    ------------------------------------       Director                                      December 5, 1995
               John W. Barter

            /s/ B. Garland Cupp*
    ------------------------------------       Director                                      December 5, 1995
               B. Garland Cupp

            /s/ Meldon K. Gafner*
    ------------------------------------       Director                                      December 5, 1995
              Meldon K. Gafner

               /s/ L.W. Gray*
    ------------------------------------       Director                                      December 5, 1995
                  L.W. Gray

           /s/ George F. Raymond*
    ------------------------------------       Director                                      December 5, 1995
              George F. Raymond

        *      /s/ M. Brinkley Morse
     -----------------------------------
              M. Brinkley Morse
             as attorney-in-fact
</TABLE>
    

                                      II-5
<PAGE>

<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                                                      DESCRIPTION                                           LOCATION
- -----------             ----------------------------------------------------------------------------------------  -------------
<S>          <C>        <C>                                                                                       <C>
       4.1      --      Certificate of Incorporation of the Company (filed with the Commission as Exhibit 3.1 to            I
                        the Company's Registration Statement on Form S-1 (registration No. 33-22892) and
                        incorporated herein by reference).
       4.2      --      Bylaws of the Company (filed with the Commission as Exhibit 3.2 to the Company's                    I
                        Registration Statement on Form S-1 (registration No. 33-22892) and incorporated herein
                        by reference).
       4.3      --      Rights Agreement dated as of May 8, 1995 between the Company and the Rights Agent named             I
                        therein (filed with the Commission as Exhibit 1 to the Company's Current Report on Form
                        8-K dated May 2, 1995 and incorporated herein by reference).
       5.1      --      Opinion of Vinson & Elkins L.L.P.                                                                   F
      23.1      --      Consent of Arthur Andersen LLP                                                                      F
      23.2      --      Consent of Vinson & Elkins L.L.P. (Contained in Exhibit 5.1).                                       F
      24.1      --      Powers of Attorney (included on the signature page to this Registration Statement).                 F
</TABLE>

- ------------------------
   
* "I"  indicates  that  the exhibit  is  incorporated by  reference  herein. "F"
  indicates that the Exhibit has been previously filed herewith.
    

                                      II-6


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