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Filed pursuant to Rule 424(b)(3)
Registration No. 333-36474
PROSPECTUS
1,582,415 Shares
BMC SOFTWARE, INC.
COMMON STOCK
This prospectus relates to the offer and sale from time to time of up
to an aggregate of 1,582,415 shares of our common stock for the account of our
stockholders named in this prospectus.
Our common stock is listed for trading on The NASDAQ Stock Market under
the trading symbol "BMCS." On May 17, 2000, the last reported sale price of our
common stock on NASDAQ was $43.75 per share. The shares covered by this
prospectus may be sold at market prices prevailing at the time of sale or at
negotiated prices. We will not receive any of the proceeds from the sale of the
shares covered by this prospectus. Each stockholder named in this prospectus is
a party to an Agreement and Plan of Reorganization dated as of April 25, 2000,
with our company, under which we have agreed to pay all expenses of registration
of the sale of the shares covered by this prospectus, estimated at $41,000.
The address of our executive offices is 2101 CityWest Boulevard,
Houston, Texas 77042-2827, and our telephone number is (713) 918-8800.
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THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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No person has been authorized to give any information or to make any
representation contained or incorporated by reference in this prospectus and, if
given or made, such information or representation must not be relied upon as
having been authorized by our company. This prospectus does not constitute an
offer to sell or a solicitation of any offer to buy any securities other than
the common stock offered by this prospectus, or an offer to sell or a
solicitation of an offer to buy the common stock in any jurisdiction to or from
any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this prospectus nor any sale made under
this prospectus will under any circumstances create any implication that there
has been no change in our affairs since the date of this prospectus or that the
information contained herein is correct as of any time subsequent to the date of
this prospectus.
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The date of this Prospectus is May 18, 2000.
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TABLE OF CONTENTS
Prospectus
Page
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Where You Can Find More Information ........................................ 2
The Company ................................................................ 3
Use of Proceeds ............................................................ 3
Selling Stockholders ....................................................... 3
Plan of Distribution ....................................................... 3
Legal Matters .............................................................. 4
Experts .................................................................... 4
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). Our
SEC filings are available to the public over the Internet at the SEC's website
at http://www.sec.gov. You may also read and copy any document we file with the
SEC at its public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our filings with the SEC are also available at
the office of the NASDAQ located at 1735 K Street, N.W., Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until all of the securities described in this prospectus are sold.
o The description of our common stock contained in our registration
statement on form 8-A, as filed with the SEC on August 25, 1988;
o Our annual report on form 10-K for the fiscal year ended March 31,
1999;
o Our quarterly reports on form 10-Q for the quarterly periods ended June
30, 1999, September 30, 1999 and December 31, 1999, and amended
quarterly reports on form 10-Q/A for the quarterly periods ended June
30, 1999 and December 31, 1999;
o Our current reports on form 8-K filed with the SEC on April 13, 1999,
April 28, 1999, and amended current reports on form 8-K/A filed with
the SEC on June 14, 1999 and June 28, 1999.
You may request a copy of these filings (other than an exhibit to a
filing unless that exhibit is specifically incorporated by reference into that
filing) at no cost, by writing or telephoning us at the following address:
BMC Software, Inc.
2101 CityWest Boulevard
Houston, Texas 77042-2827
(713) 918-8800
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THE COMPANY
The principal executive offices of our company are located at 2101 CityWest
Boulevard, Houston, Texas 77042-2827, and our telephone number is (713)
918-8800.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares covered
by this prospectus.
SELLING STOCKHOLDERS
The common stock covered by this prospectus is to be offered for the
account of the following stockholders of our company:
<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON STOCK
NAME OF SELLING STOCKHOLDER OFFERED HEREUNDER
- --------------------------- --------------------------------
<S> <C>
Clay Davis 309,140
Robert Neville 309,140
Christopher Marich 85,014
L&H Leasing Co., LTD. 879,121
</TABLE>
On April 25, 2000, we, BMC Acquisition Corp., a wholly owned subsidiary of
our company ("Merger Sub"), Evity, Inc. and the selling stockholders entered
into an Agreement and Plan of Reorganization (the "Merger Agreement"). In
connection with the Merger Agreement, Merger Sub was merged with and into Evity
(the "Merger"). In the Merger, the selling stockholders received shares of our
common stock and cash in exchange for their outstanding shares of Evity common
and preferred stock. In connection with the Merger, we agreed to register the
resale by the selling stockholders of the shares issued to the selling
stockholders in the Merger.
PLAN OF DISTRIBUTION
We have been advised by the selling stockholders that the shares may from
time to time be offered for sale either directly by the selling stockholders or
through underwriters, dealers or agents or on any exchange on which the shares
may from time to time be traded, or in independently negotiated transactions or
otherwise; provided that such transactions will not include an underwritten
public offering. The shares may be sold at market prices prevailing at the time
of sale or at negotiated prices. The selling stockholders and any underwriters,
dealers or agents that participate in distribution of the shares may be deemed
to be underwriters, and any profit on sale of the shares by them and any
discounts, commissions or concessions received by any underwriter, dealer or
agent may be deemed to be underwriting discounts and commissions under the
Securities Act. The methods by which the shares may be sold include:
o a block trade (which may involve crosses) in which the broker or
dealer so engaged will attempt to sell the securities as agent but may
position and resell a portion of the block as principal to facilitate
the transaction;
o purchases by a broker or dealer as principal and resale by such broker
or dealer for its own account pursuant to this prospectus;
o exchange distributions and/or secondary distributions in accordance
with the rules of NASDAQ;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
o privately negotiated transactions.
We have agreed to register the shares for sale under the Securities Act and
to indemnify the selling stockholders and each person who participates as an
underwriter in the offering of the shares, against certain civil liabilities,
including certain liabilities under the Securities Act.
There can be no assurances that the selling stockholders will sell any or
all of the shares offered under this prospectus.
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LEGAL MATTERS
The validity of the shares offered by this prospectus has been passed upon
by Vinson & Elkins L.L.P., Houston, Texas.
EXPERTS
The consolidated financial statements and schedule incorporated by
reference in this prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements of Boole & Babbage, Inc., ("Boole & Babbage") included in
our Annual Report on Form 10-K for the year ended March 31, 1999 (which
financial statements are not presented separately therein) as set forth in their
report, which is incorporated by reference in this prospectus and elsewhere in
the registration statement. Boole & Babbage's financial statements are
incorporated by reference in reliance on Ernst & Young LLP's report, given on
their authority as experts in accounting and auditing.
The report on the financial statements of MAXM Systems, Inc. for the year
ended September 30, 1996, incorporated by reference in this prospectus, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
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