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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): MARCH 30, 1999
BMC SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-17136 74-21226120
(State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of incorporation or organization)
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2101 CITYWEST BOULEVARD
HOUSTON, TEXAS 77042-2827
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (713) 918-8800
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Item 2. Acquisition or Disposition of Assets.
Effective March 30, 1999, a wholly owned subsidiary of BMC Software,
Inc., a Delaware corporation (the "Company"), was merged (the "Merger") with and
into Boole and Babbage, Inc., a Delaware corporation ("Boole"), pursuant to an
Agreement and Plan of Merger, dated October 31, 1998, between the Company and
Boole (the "Merger Agreement"). The stockholders of Boole approved the Merger at
a special meeting held on March 30, 1999. In the Merger, each issued and
outstanding share of common stock of Boole, par value $.001 per share (the
"Boole Common Stock") was converted into 0.675 of a share (the "Exchange Ratio")
of Company common stock, par value $.01 per share (the "Company Common Stock").
The Exchange Ratio was fixed pursuant to the Merger Agreement and was determined
through arm's length negotiations between the parties prior to the signing of
the Merger Agreement on October 31, 1998. According to Boston EquiServe, the
Company's transfer agent and registrar, approximately 19,117,440 shares of
Company Common Stock are to be issued to the former stockholders of Boole in the
Merger. The Boole stockholders will receive cash in lieu of any fractional
share of Company Common Stock. The Merger was accounted for as a
pooling-of-interests.
A description of the closing of the Merger is contained in the March
30, 1999 press release of the Company, which is filed herewith as Exhibit 99.1
and incorporated herein by reference. The Merger Agreement is incorporated
herein by reference to Annex A of the Proxy Statement/Prospectus contained in
Amendment No. 3 to the Company's Registration Statement on Form S-4 (File No.
333-67263), filed with the Securities and Exchange Commission (the "Commission")
on February 24, 1999 and declared effective by the Commission on February 25,
1999 (the "Registration Statement"). A description of the Merger, including
additional information requested pursuant to Item 2 of Form 8-K, are contained
in the Registration Statement, the text of which is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
It is impracticable for the Company to file herewith the required
financial statements in this Current Report on Form 8-K. The required financial
statements will be filed by amendment as soon as practicable, but not later than
60 days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
It is impracticable for the Company to file herewith the required pro
forma financial information in this Current Report on Form 8-K. The required pro
forma financial information will be filed by amendment as soon as practicable,
but not later than 60 days after the date this Current Report on Form 8-K is
required to be filed.
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(c) Exhibits
The following Exhibits are filed as part of this report:
2.1 Agreement and Plan of Reorganization, dated as of
October 31, 1998, between the Company and Boole
(included as Annex A of the Proxy
Statement/Prospectus contained in the Company's
Registration Statement)
99.1 Press release, dated March 30, 1999.
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SIGNATURE
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.
BMC SOFTWARE, INC.
Date: April 13, 1999 By: /s/ M. Brinkley Morse
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Name: M. Brinkley Morse
Title: Senior Vice President
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EXHIBIT INDEX
Exhibit
Number Description
2.1 Agreement and Plan of Reorganization, dated as of October
31, 1998, between the Company and Boole (included as Annex
A of the Proxy Statement/Prospectus contained in the
Company's Registration Statement)
99.1 Press release, dated March 30, 1999.
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BMC SOFTWARE COMPLETES MERGER WITH BOOLE & BABBAGE
Company Raises the Bar for Application Service Assurance; Announces First
Integrated Product
HOUSTON, TX -- (March 30, 1999) -- BMC Software (Nasdaq: BMCS), today completed
its merger with Boole & Babbage, Inc. As part of the merger agreement, Boole &
Babbage shareholders receive .675 BMC Software shares for each Boole & Babbage
share held. Together with the recent announcement to acquire New Dimension
Software, the company creates a new era for enterprise management providing
customers around the world with the assurance that the business-critical
applications they rely on are available, recoverable and perform around the
clock.
"The completion of the merger firmly establishes BMC Software as the powerhouse
and undisputed leader in application service level management in the enterprise.
We have the right technology and solutions - built for the explosive demand for
application management - the right talent, and the right strategy for our
customers who are reinventing industries and leading the way into the new
millennium. BMC Software is out in front and sets the standard for the new era
of enterprise management," said Max Watson, chairman, president and chief
executive officer of BMC Software. "We have been greatly impressed with the high
degree of competence, technical depth and professionalism at Boole & Babbage.
Our combined talents will provide us the ability to more quickly deliver
solutions to the market."
FIRST INTEGRATED PRODUCT AND PRODUCT ROADMAP PREVIEW
Delivering on its integration commitment, as the first step in integrating the
product lines, BMC Software also announced today the general availability of the
COMMAND/POST connect PATROL product which delivers rapidly configured, seamless
integration between its suite of PATROL management products, the industry leader
in event automation, and COMMAND/POST, the best-of- breed enterprise management
console. COMMAND/POST connect PATROL extends the management capabilities of
COMMAND/POST to encompass the broad range of applications, databases, messaging
and middleware systems, and Internet and Intranet servers managed today by
PATROL products.
It enables PATROL users to manage their entire enterprise from the COMMAND/POST
enterprise management console, improving responsiveness and eliminating
redundant problem assignment by providing a consolidated view of the entire IT
enterprise. (see separate release)
In late April, as part of its fiscal year kickoff during which the company will
outline its strategic imperatives for the coming year, BMC Software will
announce a detailed plan on the integration of the Boole & Babbage team and its
family of products. The company plans to roll out integration milestones
throughout the year.
The combination of the companies' product lines provides customers:
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o Reduced management complexity by providing tailored
infrastructure, application and, ultimately, business process
views across the distributed enterprise for service level
management.
o Enhanced interoperability through synergistic product
capabilities, alignment, functionality and integration.
o Superior customer service via an enhanced global distribution
and support network.
o Additional technology innovation through the combined
company's extensive expertise and talent pool.
As the two companies are assimilated, BMC Software will work with its customers
to consolidate pricing and terms and conditions to simplify them, therefore
making it even easier to do business with BMC Software. At this time, the
company does not foresee the need for any significant changes in Boole & Babbage
prices.
BMC Software exchanged approximately 19 million shares of common stock for all
outstanding shares of Boole & Babbage. The transaction will be accounted for as
a pooling of interests.
With the completion of the Boole & Babbage transaction, BMC Software now employs
approximately 4,400 people in 26 countries and has combined revenues during the
last 12 months of approximately $1.2 billion.
ABOUT BMC SOFTWARE
BMC Software, Inc. is the industry leader in delivering application service
assurance solutions - enterprise-level software and support that improves the
availability, performance and recovery of critical applications and data in
complex computing environments. BMC Software is the world's 12th largest
independent software vendor and an S&P 500 company, with calendar 1998 revenues
exceeding $1.2 billion. The company is headquartered in Houston, Texas, with
offices worldwide. For more information, please call 800 841-2031 or 713
918-8800.
This news release contains both historical information and forward-looking
information. For example, statements in this discussion regarding BMC Software's
future financial and operating results, the development of and anticipated
markets for BMC Software's products, BMC Software's operating strategies,
anticipated acquisition benefits and other statements that are not statements of
historical fact are forward looking statements. Actual results could differ
materially from any expectation, estimate or projection conveyed by these
statements and there can be no assurance that any such expectation, estimate or
projection will be met. Numerous important factors, risks and uncertainties
affect BMC Software's operating results and could cause actual results to differ
from the results implied by these or any other forward looking statements. These
factors include, but are not limited to, the following: 1) BMC Software's
revenues and earnings are subject to a number of factors, including the
significant percentage of quarterly sales typically closed at the end of each
quarter, that make estimation of operating results prior to the end of a quarter
extremely uncertain; 2) competition for BMC Software's products is increasing
for both the distributed systems and the mainframe database utility products; 3)
international results have been volatile over the last two years; 4) BMC
Software continues to increasingly depend on large enterprise license
transactions as an integral part of its core mainframe and distributed systems
businesses; 5) the uncertainties of whether new software products and product
strategies will be successful; 6) the high degree of difficulty of integrating
different software products and technologies and the general risks associated
with mergers of high technology companies, including the potential loss of key
personnel and cultural conflicts; and 7) the additional risks and important
factors described in the companies' Annual Report to Stockholders on Forms 10-K
and 10-Q and other filings with the SEC.
