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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BMC SOFTWARE, INC.
(Name of Registrant as specified in its charter)
DELAWARE 74-21226120
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2101 CITYWEST BOULEVARD
HOUSTON, TEXAS 77042-2827
(713) 918-8800
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
BMC SOFTWARE, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
ROBERT H. WHILDEN, JR.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
BMC SOFTWARE, INC.
2101 CITYWEST BOULEVARD
HOUSTON, TEXAS 77042-2827
(713) 918-8800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
JOHN S. WATSON, ESQ.
VINSON & ELKINS L.L.P.
1001 FANNIN, SUITE 2300
HOUSTON, TEXAS 77002-6760
(713) 758-2222
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
------------------------------- ---------------- -------------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share(2) .............. 2,000,000 shares $ 26.3750 $ 52,750,000 $ 13,188
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based upon
the average of the high and low prices reported on The NASDAQ Stock
Market on January 12, 2001.
(2) Each share of common stock includes Rights under our Rights Agreement,
which Rights are attached to and trade with our common stock.
Registration Statement No. 333-05869 relates to 1,000,000 shares (as
adjusted for stock splits) of our common stock (the "Previously Registered
Securities"). This Registration Statement registers additional securities
for offering pursuant to General Instruction E of Form S-8 under the
Securities Act of 1933, as amended, to the total amount of Previously
Registered Securities registered on Registration Statement 333-05869. The
Registrant hereby incorporates by reference into this Registration
Statement on Form S-8 in its entirety the Registration Statement No.
333-05869, including each of the documents filed by the Registrant with the
Securities and Exchange Commission and incorporated or deemed to be
incorporated by reference therein and including each of the documents filed
as Exhibits to such Registration Statement.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Ernst & Young LLP, Independent Auditors
23.3 -- Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1
hereto)
24.1 -- Powers of Attorney (included on the signature page to this
Registration Statement)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 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 19th day of
January, 2001.
BMC SOFTWARE, INC.
By: /s/ Robert H. Whilden, Jr.
--------------------------
Robert H. Whilden, Jr.
Senior Vice President and
General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert H. Whilden, Jr. and Christopher C.
Chaffin, 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 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, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Max P. Watson Jr. Chairman of the Board January 19, 2001
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Max P. Watson Jr.
/s/ Robert E. Beauchamp President, Chief Executive Officer January 19, 2001
----------------------------------------- and Director
Robert E. Beauchamp
/s/ William M. Austin Senior Vice President and Chief January 19, 2001
----------------------------------------- Financial Officer
William M. Austin (Principal Financial Officer)
/s/ John W. Cox Vice President January 19, 2001
----------------------------------------- (Principal Accounting Officer)
John W. Cox
/s/ John W. Barter Director January 19, 2001
-----------------------------------------
John W. Barter
/s/ B. Garland Cupp Director January 19, 2001
-----------------------------------------
B. Garland Cupp
/s/ Meldon K. Gafner Director January 19, 2001
-----------------------------------------
Meldon K. Gafner
/s/ Lew W. Gray Director January 19, 2001
-----------------------------------------
Lew W. Gray
/s/ George F. Raymond Director January 19, 2001
-----------------------------------------
George F. Raymond
/s/ Tom C. Tinsley Director January 19, 2001
-----------------------------------------
Tom C. Tinsley
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II-2
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Ernst & Young LLP, Independent Auditors
23.3 -- Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1
hereto)
24.1 -- Powers of Attorney (included on the signature page to this
Registration Statement)
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