BMC SOFTWARE INC
10-K/A, 1995-10-13
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                  FORM 10-K/A

(MARK ONE)

/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED MARCH 31, 1995
                                       OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD
FROM ________________________ TO ________________________

                         COMMISSION FILE NUMBER 0-17136
                            ------------------------

                               BMC SOFTWARE, INC.

             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                               <C>
                    DELAWARE                                         74-2126120
        (State or other jurisdiction of                           (I.R.S. Employer
         incorporation or organization)                         Identification No.)

               BMC SOFTWARE, INC.
            2101 CITYWEST BOULEVARD
                 HOUSTON, TEXAS                                      77042-2827
    (Address of principal executive offices)                         (Zip code)
</TABLE>

       Registrant's telephone number, including area code: (713) 918-8800

          Securities Registered Pursuant to Section 12(b) of the Act:

                                      None

          Securities Registered Pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share

    Indicate  by check  mark whether  the Registrant  (1) has  filed all reports
required to be filed by  Section 13 or 15(d) of  the Securities Exchange Act  of
1934  during  the preceding  12  months (or  for  such shorter  period  that the
Registrant was required to file such reports), and (2) has been subject to  such
filing requirements for the past 90 days.   Yes_X    No__

    Indicate  by check mark if disclosure  of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge, in definitive  proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

    The  aggregate  market  value  of  the  registrant's  voting  stock  held by
non-affiliates of the registrant, based upon the last reported sale price of the
registrant's Common Stock on June 26, 1995 was $1,928,398,938.

    As of June  26, 1995,  there were  outstanding 25,228,286  shares of  Common
Stock, par value $.01, of the registrant.

                      DOCUMENTS INCORPORATED BY REFERENCE

    Portions  of the following  documents are incorporated  by reference in this
report:

       Annual Report for the Fiscal Year ended  March 31, 1995 (Parts II and  IV
       of this Report)

       Definitive   Proxy  Statement  to   be  filed  in   connection  with  the
       registrant's Annual  Meeting of  Stockholders currently  scheduled to  be
       held on August 28, 1995 (Part III of this Report)

       Such  Annual  Report and  Proxy Statement  shall be  deemed to  have been
       "filed" only to the extent portions thereof are expressly incorporated by
       reference.

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    The undersigned Registrant hereby amends the signature page as follows:
    

                                   SIGNATURES

    Pursuant  to  the requirements  of  Section 13  or  15(d) of  the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on June 28, 1995.

                                          BMC SOFTWARE, INC.

                                          By:        /s/ MAX P. WATSON JR.

                                             -----------------------------------
                                                      Max P. Watson Jr.
                                              Chairman of the Board, President
                                                 and Chief Executive Officer

    Pursuant to the requirements  of the Securities Exchange  Act of 1934,  this
report  has been signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

   
            SIGNATURES                         TITLE                  DATE
- -----------------------------------  -------------------------  ----------------

                                     Chairman of the Board,
       /s/ MAX P. WATSON JR.          President and Chief
- -----------------------------------   Executive Officer
         Max P. Watson Jr.            (Principal Executive
                                      Officer)

        /s/ JOHN W. BARTER
- -----------------------------------  Director
          John W. Barter

      /s/ KEVIN M. KLAUSMEYER
- -----------------------------------  (Principal Accounting
        Kevin M. Klausmeyer           Officer)

                                                                June 28, 1995
        /s/ B. GARLAND CUPP
- -----------------------------------  Director
          B. Garland Cupp

       /s/ MELDON K. GAFNER
- -----------------------------------  Director
         Meldon K. Gafner

          /s/ L. W. GRAY
- -----------------------------------  Director
            L. W. Gray

       /s/ GEORGE F. RAYMOND
- -----------------------------------  Director
         George F. Raymond

    

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