<PAGE>
PROSPECTUS
22,306 SHARES
[LOGO]
BMC SOFTWARE, INC.
22,306 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 October 31, 1995, the last reported sales price for the Common Stock
on the NASDAQ National Market was $35.63 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. The Selling Stockholders may pledge
the shares of Common Stock from time to time in connection with such Selling
Stockholders' financing arrangements. To the extent any such pledgee exercises
their rights to foreclose on any such pledge, and sell the underlying shares of
Common Stock, such pledgees, including but not limited to Bear, Stearns
Securities Corp., may be deemed underwriters with respect to such shares of
Common Stock and sales by them may be effected under this Prospectus.
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 November 1, 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 Report on
Form 10-Q for the quarter ended June 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>
Scott Martin 22,306
</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.
22,306 SHARES
COMMON STOCK
($.01 PAR VALUE)
---------------------
PROSPECTUS
---------------------
NOVEMBER 1, 1995
- -------------------------------------------
- -------------------------------------------
- -------------------------------------------
- -------------------------------------------
