BMC / Bmc Software Inc - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

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CIK 835729
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Bmc Software Inc
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
February 13, 2014 SC 13G/A

BMC / Bmc Software Inc / DODGE & COX - FORM SC 13G AMENDMENT NO. 10 Passive Investment

SC 13G/A 1 d673704dsc13ga.htm FORM SC 13G AMENDMENT NO. 10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 10)* BMC Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 055921100 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appro

September 20, 2013 POSASR

- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 Registration No. 333-177533 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-177533 UNDER THE SECURITIES ACT OF 1933 BMC SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 74-2126120 (State or other jurisdiction of incorporation or

September 20, 2013 15-12B

- FORM 15-12B

FORM 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-16393 BMC Software, Inc. (Exact name of registrant as speci

September 11, 2013 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

8-K UNITED STATES 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): September 11, 2013 (September 10, 2013) BMC SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-16393 74-2126120 (State or other jurisdiction of inc

September 11, 2013 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 d595671d8k.htm 8-K UNITED STATES 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): September 11, 2013 (September 10, 2013) BMC SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-16393 74-2126120 (State or othe

September 11, 2013 EX-99.1

BMC SOFTWARE COMPLETES PRIVATIZATION TRANSACTION

EX-99.1 Exhibit 99.1 BMC SOFTWARE COMPLETES PRIVATIZATION TRANSACTION NEW YORK CITY, September 10, 2013 – BMC Software, Inc. (“BMC” or the “Company”) today announced the successful completion of its acquisition by a private investor group led by Bain Capital and Golden Gate Capital together with Insight Venture Partners, GIC Special Investments Pte Ltd (“GIC”), and Elliott Management Corporation (

September 11, 2013 EX-4.1

FOURTH AMENDMENT TO THE RIGHTS AGREEMENT

EX-4.1 2 d595671dex41.htm EX-4.1 Exhibit 4.1 FOURTH AMENDMENT TO THE RIGHTS AGREEMENT This FOURTH AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of September 10, 2013, between BMC Software, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). Except as otherwise provided herein, all capitalized

September 10, 2013 S-8 POS

- S-8 POS

S-8 POS 1 d596573ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 10, 2013 Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-150600) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BMC Software, Inc. (Exact name o

September 10, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 10, 2013 Post-Effective Amendment No.

September 10, 2013 S-8 POS

- S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on September 10, 2013 Post-Effective Amendment No.

September 6, 2013 8-K

Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 6, 2013 BMC SOFTWARE, INC.

September 6, 2013 EX-99.1

BMC SOFTWARE EXTENDS CASH TENDER OFFERS FOR ITS 4.25% NOTES DUE 2022 AND 4.50% NOTES DUE 2022

EX-99.1 2 d594734dex991.htm EX-99.1 Exhibit 99.1 BMC SOFTWARE EXTENDS CASH TENDER OFFERS FOR ITS 4.25% NOTES DUE 2022 AND 4.50% NOTES DUE 2022 HOUSTON, September 6, 2013 — BMC Software, Inc. (NASDAQ: BMC) (the “Company” or “BMC Software”) announced today that it has extended the expiration date for its previously announced tender offers (the “Tender Offers”) to purchase for cash any and all of its

August 5, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 5, 2013 EX-99

BMC Software Announces Fiscal 2014 First Quarter Results

EX-99 2 a50679838-ex99.htm EXHIBIT 99 Exhibit 99 BMC Software Announces Fiscal 2014 First Quarter Results Total Company bookings for the quarter grew 6 percent from a year ago First quarter non-GAAP diluted EPS was $0.77, up 18 percent year-over-year Total revenue for the first quarter was $484 million, down 4 percent year-over-year Cash flow from operations for the quarter was $267 million, up 22

August 5, 2013 8-K

- BMC SOFTWARE, INC. 8-K

UNITED STATES 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): August 5, 2013 BMC SOFTWARE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-16393 74-2126120 (State of Incorporation) (Commission File Number) (I.R.S. Employ

August 2, 2013 EX-4.2

BMC SOFTWARE, INC. 4.50% NOTES DUE 2022 FOURTH SUPPLEMENTAL INDENTURE Dated as of July 31, 2013 Dated as of February 13, 2012 As already amended and supplemented by SECOND SUPPLEMENTAL INDENTURE Dated as of November 16, 2012 WELLS FARGO BANK, N.A.

EX-4.2 3 d578683dex42.htm EX-4.2 Exhibit 4.2 BMC SOFTWARE, INC. 4.50% NOTES DUE 2022 FOURTH SUPPLEMENTAL INDENTURE Dated as of July 31, 2013 To INDENTURE Dated as of February 13, 2012 As already amended and supplemented by SECOND SUPPLEMENTAL INDENTURE Dated as of November 16, 2012 WELLS FARGO BANK, N.A. Trustee FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of July

August 2, 2013 EX-4.1

BMC SOFTWARE, INC. 4.25% NOTES DUE 2022 THIRD SUPPLEMENTAL INDENTURE Dated as of July 31, 2013 Dated as of February 13, 2012 As already amended and supplemented by SUPPLEMENTAL INDENTURE Dated as of February 13, 2012 WELLS FARGO BANK, N.A.

EX-4.1 2 d578683dex41.htm EX-4.1 Exhibit 4.1 BMC SOFTWARE, INC. 4.25% NOTES DUE 2022 THIRD SUPPLEMENTAL INDENTURE Dated as of July 31, 2013 To INDENTURE Dated as of February 13, 2012 As already amended and supplemented by SUPPLEMENTAL INDENTURE Dated as of February 13, 2012 WELLS FARGO BANK, N.A. Trustee THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of July 31, 2013,

August 2, 2013 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 31, 2013 BMC SOFTWARE, INC.

August 2, 2013 SC 13D

BMC / Bmc Software Inc / GIC Private Ltd Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* BMC SOFTWARE, INC. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 055921100 (CUSIP Number) Belinda Beh GIC Private Limited 168, Robinson Road #37-01, Capital Tower Singapore 068912 +65 6889 8888 (Name, Address and T

August 2, 2013 EX-99.1

BMC SOFTWARE ANNOUNCES RECEIPT OF REQUISITE CONSENTS WITH RESPECT TO THE CASH TENDER OFFERS AND CONSENT SOLICITATIONS FOR ITS 4.25% NOTES DUE 2022 AND 4.50% NOTES DUE 2022

EX-99.1 4 d578683dex991.htm EX-99.1 Exhibit 99.1 BMC SOFTWARE ANNOUNCES RECEIPT OF REQUISITE CONSENTS WITH RESPECT TO THE CASH TENDER OFFERS AND CONSENT SOLICITATIONS FOR ITS 4.25% NOTES DUE 2022 AND 4.50% NOTES DUE 2022 HOUSTON, August 2, 2013 — BMC Software, Inc. (NASDAQ: BMC) (the “Company”) announced today that it has received the requisite consents (the “Consents”) with respect to its previou

July 29, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 29, 2013 BMC SOFTWARE, INC.

July 29, 2013 EX-99.1

Our Company

EX-99.1 Exhibit 99.1 SUMMARY This summary highlights material information about our business and about this notes offering. This is a summary of material information contained elsewhere in this offering circular and is not complete and does not contain all of the information that may be important to you. For a more complete understanding of our business and this offering, you should read this enti

July 26, 2013 10-K/A

BMC FORM 10-K/A (Annual Report)

FORM 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 26, 2013 SC 13D/A

BMC / Bmc Software Inc / Elliott Associates, L.P. - JULY 25, 2013 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.7)* BMC Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 055921100 (CUSIP Number) Stephen M. Schultz, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C.

July 25, 2013 EX-10.1

ARTICLE 1

EX-10.1 Exhibit 10.1 EXECUTION VERSION AGREEMENT THIS AGREEMENT (“Agreement”), dated as of July 24, 2013, is entered into by and between BMC Software, Inc., a Delaware corporation (the “Company”), and Elliott Associates, L.P., a Delaware limited partnership (“Elliott”), and Elliott International, L.P., a Cayman Islands limited partnership (together, the “Stockholders”). WITNESSETH: WHEREAS, pursua

July 25, 2013 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 24, 2013 BMC SOFTWARE, INC.

July 25, 2013 EX-2.1

AMENDMENT NO. 1 AGREEMENT AND PLAN OF MERGER

EX-2.1 2 d573016dex21.htm EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1 (this “Amendment”), dated as of July 24, 2013, to the AGREEMENT AND PLAN OF MERGER (the “Merger Agreement”), dated as of May 6, 2013, by and among Boxer Parent Company Inc., a Delaware corporation (“Parent”), Boxer Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary

July 25, 2013 EX-99.1

BMC Software Announces Stockholder Approval of Merger Agreement With Investor Group Reaches Agreement in Principle to Settle Stockholder Litigation With Additional Payment to Stockholders

EX-99.1 Exhibit 99.1 For Immediate Release BMC Software Announces Stockholder Approval of Merger Agreement With Investor Group Reaches Agreement in Principle to Settle Stockholder Litigation With Additional Payment to Stockholders HOUSTON – July 24, 2013 – BMC Software (NASDAQ: BMC) (“BMC” or “the Company”) today announced that, in accordance with the terms of the Agreement and Plan of Merger (the

July 25, 2013 8-A12B/A

- 8-A12B/A

8-A12B/A 1 d575836d8a12ba.htm 8-A12B/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 3) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 BMC SOFTWARE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 74-2126120 (State of Incorporation or Organization) (IRS Employer Ide

July 25, 2013 EX-4.1

THIRD AMENDMENT TO THE RIGHTS AGREEMENT

EX-4.1 3 d573016dex41.htm EX-4.1 Exhibit 4.1 THIRD AMENDMENT TO THE RIGHTS AGREEMENT This THIRD AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of July 24, 2013, between BMC Software, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). Except as otherwise provided herein, all capitalized terms u

July 22, 2013 SC 13G

BMC / Bmc Software Inc / Merion Investment Management LP - BMC SOFTWARE, INC. Passive Investment

SC 13G 1 p13-1491sc13g.htm BMC SOFTWARE, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BMC Software, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 055921100 (CUSIP Number) July 12, 2013 (Date of event which requires filing of this statement) Check the appropriate box to de

July 19, 2013 EX-99.1

BMC Software Announces Cash Tender Offers and Consent Solicitations for its 4.25% Notes due 2022 and 4.50% Notes due 2022

EX-99.1 Exhibit 99.1 BMC Software Announces Cash Tender Offers and Consent Solicitations for its 4.25% Notes due 2022 and 4.50% Notes due 2022 Houston, Texas, July 18, 2013—BMC Software, Inc. (NASDAQ: BMC) (the “Company”) today announced that it has commenced tender offers to purchase for cash any and all of its issued and outstanding 4.25% Notes due 2022 (the “4.25% Notes”) and 4.50% Notes due 20

July 19, 2013 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d570947d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 18, 2013 BMC SOFTWARE, INC. (Exact Name of Registrant As Specified In Charter) Delaware 001-16393 74-2126120 (State or Other Jurisdiction of Incorpora

July 19, 2013 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 16, 2013 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

July 16, 2013 8-K

Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 16, 2013 BMC SOFTWARE, INC.

June 25, 2013 DEFM14A

- DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 20, 2013 EX-4.1

BMC SOFTWARE, INC. 7.25% NOTES DUE 2018 SECOND SUPPLEMENTAL INDENTURE Dated as of June 19, 2013 Dated as of June 4, 2008 As already amended and supplemented by SUPPLEMENTAL INDENTURE Dated as of June 4, 2008 WELLS FARGO BANK, N.A.

EX-4.1 2 d556753dex41.htm EX-4.1 Exhibit 4.1 BMC SOFTWARE, INC. 7.25% NOTES DUE 2018 SECOND SUPPLEMENTAL INDENTURE Dated as of June 19, 2013 To INDENTURE Dated as of June 4, 2008 As already amended and supplemented by SUPPLEMENTAL INDENTURE Dated as of June 4, 2008 WELLS FARGO BANK, N.A. Trustee SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of June 19, 2013, betwee

June 20, 2013 EX-99.1

BMC SOFTWARE ANNOUNCES EXPIRATION OF CONSENT SOLICITATION AND RECEIPT OF REQUISITE CONSENTS

EX-99.1 3 d556753dex991.htm EX-99.1 Exhibit 99.1 BMC SOFTWARE ANNOUNCES EXPIRATION OF CONSENT SOLICITATION AND RECEIPT OF REQUISITE CONSENTS HOUSTON, June 20, 2013 — BMC Software, Inc. (NASDAQ: BMC) (the “Company”) announced today that it has received the requisite consents (the “Consents”) with respect to its previously announced solicitation (the “Solicitation”) of Consents with respect to certa

June 20, 2013 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

8-K 1 d556753d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 19, 2013 BMC SOFTWARE, INC. (Exact Name of Registrant As Specified In Charter) Delaware 001-16393 74-2126120 (State or Other Jurisdiction of Incorpora

June 20, 2013 DEFA14A

- FORM 8-K

DEFA14A 1 d556753d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 19, 2013 BMC SOFTWARE, INC. (Exact Name of Registrant As Specified In Charter) Delaware 001-16393 74-2126120 (State or Other Jurisdiction of Incor

June 20, 2013 EX-99.1

BMC SOFTWARE ANNOUNCES EXPIRATION OF CONSENT SOLICITATION AND RECEIPT OF REQUISITE CONSENTS

EX-99.1 3 d556753dex991.htm EX-99.1 Exhibit 99.1 BMC SOFTWARE ANNOUNCES EXPIRATION OF CONSENT SOLICITATION AND RECEIPT OF REQUISITE CONSENTS HOUSTON, June 20, 2013 — BMC Software, Inc. (NASDAQ: BMC) (the “Company”) announced today that it has received the requisite consents (the “Consents”) with respect to its previously announced solicitation (the “Solicitation”) of Consents with respect to certa

June 20, 2013 EX-4.1

BMC SOFTWARE, INC. 7.25% NOTES DUE 2018 SECOND SUPPLEMENTAL INDENTURE Dated as of June 19, 2013 Dated as of June 4, 2008 As already amended and supplemented by SUPPLEMENTAL INDENTURE Dated as of June 4, 2008 WELLS FARGO BANK, N.A.

EX-4.1 2 d556753dex41.htm EX-4.1 Exhibit 4.1 BMC SOFTWARE, INC. 7.25% NOTES DUE 2018 SECOND SUPPLEMENTAL INDENTURE Dated as of June 19, 2013 To INDENTURE Dated as of June 4, 2008 As already amended and supplemented by SUPPLEMENTAL INDENTURE Dated as of June 4, 2008 WELLS FARGO BANK, N.A. Trustee SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of June 19, 2013, betwee

June 10, 2013 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d551266d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 7, 2013 BMC SOFTWARE, INC. (Exact Name of Registrant As Specified In Charter) Delaware 001-16393 74-2126120 (State or Other Jurisdiction of Incorporat

June 10, 2013 SC 13G/A

BMC / Bmc Software Inc / Delaware Management Holdings, Inc. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BMC Software, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 055921100 (CUSIP Number) May 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

June 10, 2013 SC 13G/A

BMC / Bmc Software Inc / Macquarie Bank Ltd - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BMC Software, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 055921100 (CUSIP Number) May 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

June 10, 2013 SC 13G/A

BMC / Bmc Software Inc / MACQUARIE GROUP LTD - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BMC Software, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 055921100 (CUSIP Number) May 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

June 10, 2013 DEFA14A

- FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 7, 2013 BMC SOFTWARE, INC.

June 10, 2013 EX-99.1

BMC SOFTWARE ANNOUNCES COMMENCEMENT OF CONSENT SOLICITATION

EX-99.1 2 d551266dex991.htm EX-99.1 EXHIBIT 99.1 BMC SOFTWARE ANNOUNCES COMMENCEMENT OF CONSENT SOLICITATION HOUSTON, June 7, 2013 — BMC Software (NASDAQ:BMC) (the “Company”) has commenced a solicitation (the “Solicitation”) of consents (the “Consents”) upon the terms and subject to the conditions set forth in a Consent Solicitation Statement (as it may be amended or supplemented from time to time

June 10, 2013 SC 13G/A

BMC / Bmc Software Inc / Delaware Management Business Trust - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BMC Software, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 055921100 (CUSIP Number) May 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

June 10, 2013 EX-99.1

BMC SOFTWARE ANNOUNCES COMMENCEMENT OF CONSENT SOLICITATION

EX-99.1 2 d551266dex991.htm EX-99.1 EXHIBIT 99.1 BMC SOFTWARE ANNOUNCES COMMENCEMENT OF CONSENT SOLICITATION HOUSTON, June 7, 2013 — BMC Software (NASDAQ:BMC) (the “Company”) has commenced a solicitation (the “Solicitation”) of consents (the “Consents”) upon the terms and subject to the conditions set forth in a Consent Solicitation Statement (as it may be amended or supplemented from time to time

June 10, 2013 SC 13G/A

BMC / Bmc Software Inc / Macquarie Investment Management LTD - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BMC Software, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 055921100 (CUSIP Number) May 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

June 4, 2013 DEFA14A

- FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 3, 2013 BMC SOFTWARE, INC.

June 4, 2013 8-K

Regulation FD Disclosure, Other Events - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 3, 2013 BMC SOFTWARE, INC.

June 3, 2013 DEFA14A

- SCHEDULE 14A

SCHEDULE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

May 24, 2013 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

May 24, 2013 PREM14A

- PREM14A

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 13, 2013 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

May 10, 2013 EX-4.1

SECOND AMENDMENT TO THE RIGHTS AGREEMENT

EX-4.1 Exhibit 4.1 SECOND AMENDMENT TO THE RIGHTS AGREEMENT This SECOND AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of May 10, 2013, between BMC Software, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). Except as otherwise provided herein, all capitalized terms used in this Amendment and

May 10, 2013 8-A12B/A

- 8-A12B/A

8-A12B/A 1 d537023d8a12ba.htm 8-A12B/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 2) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 BMC Software, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 74-2126120 (State of Incorporation or Organization) (IRS Employer Ide

May 10, 2013 DEFA14A

- FORM 8-K

DEFA14A 1 d537024d8k.htm FORM 8-K UNITED STATES 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): May 10, 2013 BMC SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-16393 74-2126120 (State or other jurisdiction of

May 10, 2013 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

Form 8-K UNITED STATES 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): May 10, 2013 BMC SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-16393 74-2126120 (State or other jurisdiction of incorporation or organiz

May 10, 2013 EX-4.1

SECOND AMENDMENT TO THE RIGHTS AGREEMENT

EX-4.1 Exhibit 4.1 SECOND AMENDMENT TO THE RIGHTS AGREEMENT This SECOND AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of May 10, 2013, between BMC Software, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). Except as otherwise provided herein, all capitalized terms used in this Amendment and

May 9, 2013 10-K

Annual Report - FORM 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 9, 2013 EX-21.1

BMC Software, Inc. As of March 31, 2013 Name Jurisdiction Abydos Limited United Kingdom BladeLogic, Inc. Delaware BMC Software AS Norway BMC Software (China) Limited China BMC Software (Hong Kong) Limited Hong Kong BMC Software (Thailand) Limited Tha

EX-21.1 Exhibit 21.1 BMC Software, Inc. Subsidiaries As of March 31, 2013 Name Jurisdiction Abydos Limited United Kingdom BladeLogic, Inc. Delaware BMC Software AS Norway BMC Software (China) Limited China BMC Software (Hong Kong) Limited Hong Kong BMC Software (Thailand) Limited Thailand BMC Software (Philippines) Inc. Philippines BMC Software (New Zealand) Ltd. New Zealand BMC Software AB Sweden

May 7, 2013 8-K

Current Report

8-K 1 a50626207.htm BMC SOFTWARE, INC. 8-K UNITED STATES 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): May 6, 2013 BMC SOFTWARE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-16393 74-2126120 (State of Incorporation)

May 7, 2013 EX-99

BMC Software Announces Fiscal 2013 Fourth Quarter and Full Year Results

EX-99 2 a50626207ex99.htm EXHIBIT 99 Exhibit 99 BMC Software Announces Fiscal 2013 Fourth Quarter and Full Year Results Total Company bookings for the quarter grew 14 percent from a year ago ESM license bookings in the quarter were $166 million, up 9 percent year-over-year Cloud-related license bookings rose 39 percent in the quarter from a year ago SaaS business now has more than 600 active custo

May 6, 2013 EX-99.5

The following transcript is from a BMC all-employee call hosted on May 6, 2013.

EX995 Exhibit 99.5 The following transcript is from a BMC all-employee call hosted on May 6, 2013. Transcript of the call from CEO Bob Beauchamp to all employees on May 6, 2013. Mr. Beauchamp: Thank you very much. Good morning, good afternoon and good evening. Thank you, everyone, for joining today’s call. Today is a very exciting day for BMC. By now you have probably seen the news that BMC has en

May 6, 2013 EX-99.4

The following document was distributed to the BMC Leadership Group on May 6, 2013.

EX-99.4 Exhibit 99.4 The following document was distributed to the BMC Leadership Group on May 6, 2013. Leader Talking Points This document is a guide for you to use in having verbal discussions with the audience listed below. Do not distribute this document without approval from Employee Communications. Definitive Agreement to be Acquired Summary BMC has entered into an agreement to be acquired b

May 6, 2013 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among BOXER PARENT COMPANY INC., BOXER MERGER SUB INC. BMC SOFTWARE, INC. Dated as of May 6, 2013 Table of Contents Page ARTICLE I THE MERGER Section 1.1 The Merger 1 Section 1.2 Closing 2 Section 1.3 Effective Tim

EX-2.1 2 d532669dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among BOXER PARENT COMPANY INC., BOXER MERGER SUB INC. and BMC SOFTWARE, INC. Dated as of May 6, 2013 Table of Contents Page ARTICLE I THE MERGER Section 1.1 The Merger 1 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 3 Section 1.5 Certificate of Incorporation an

May 6, 2013 SC 13D/A

BMC / Bmc Software Inc / Elliott Associates, L.P. - MAY 6, 2013 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.6)* BMC Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 055921100 (CUSIP Number) Stephen M. Schultz, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C.

May 6, 2013 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events - FORM 8-K

FORM 8-K UNITED STATES 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): May 6, 2013 (May 4, 2013) BMC SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-16393 74-2126120 (State or other jurisdiction of incorporatio

May 6, 2013 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among BOXER PARENT COMPANY INC., BOXER MERGER SUB INC. BMC SOFTWARE, INC. Dated as of May 6, 2013 Table of Contents Page ARTICLE I THE MERGER Section 1.1 The Merger 1 Section 1.2 Closing 2 Section 1.3 Effective Tim

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among BOXER PARENT COMPANY INC., BOXER MERGER SUB INC. and BMC SOFTWARE, INC. Dated as of May 6, 2013 Table of Contents Page ARTICLE I THE MERGER Section 1.1 The Merger 1 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Effects of the Merger 3 Section 1.5 Certificate of Incorporation and Bylaws of the Surviving

May 6, 2013 EX-99.3

The following document was distributed to the BMC Leadership Group on May 6, 2013.

EX-99.3 8 d532669dex993.htm EX-99.3 Exhibit 99.3 The following document was distributed to the BMC Leadership Group on May 6, 2013. Frequently Asked Questions For Leaders to Use With Employees Definitive Agreement to be Acquired This document has been prepared to help you as a manager answer questions from your employees that are not covered in the leader talking points document. It is critical th

May 6, 2013 EX-99.1

BMC Software Signs Definitive Agreement to be Acquired for $46.25 per Share in Cash Transaction with private investor group valued at $6.9 Billion

EX-99.1 6 d532669dex991.htm EX-99.1 Exhibit 99.1 BMC Software Signs Definitive Agreement to be Acquired for $46.25 per Share in Cash Transaction with private investor group valued at $6.9 Billion BOSTON, NEW YORK CITY, SAN FRANCISCO, SINGAPORE and HOUSTON – May 6, 2013 – BMC Software (NASDAQ: BMC) (“the Company”) has signed a definitive agreement to be acquired by a private investor group led by B

May 6, 2013 EX-99.2

The following letter was distributed to all BMC employees and made available on BMC’s internal website on May 6, 2013.

EX-99.2 Exhibit 99.2 The following letter was distributed to all BMC employees and made available on BMC’s internal website on May 6, 2013. I am excited to inform you of an important milestone in our company’s history and a positive development for all of us at BMC. We have just announced that BMC has entered into an agreement to be acquired by a private investor group that includes Bain Capital,

May 6, 2013 EX-99.1

BMC Software Signs Definitive Agreement to be Acquired for $46.25 per Share in Cash Transaction with private investor group valued at $6.9 Billion

EX-99.1 Exhibit 99.1 BMC Software Signs Definitive Agreement to be Acquired for $46.25 per Share in Cash Transaction with private investor group valued at $6.9 Billion BOSTON, NEW YORK CITY, SAN FRANCISCO, SINGAPORE and HOUSTON – May 6, 2013 – BMC Software (NASDAQ: BMC) (“the Company”) has signed a definitive agreement to be acquired by a private investor group led by Bain Capital and Golden Gate

May 6, 2013 DEFA14A

- FORM 8-K

FORM 8-K UNITED STATES 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): May 6, 2013 (May 4, 2013) BMC SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-16393 74-2126120 (State or other jurisdiction of incorporatio

May 6, 2013 EX-10.1

VOTING AGREEMENT

EX-10.1 Exhibit 10.1 EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), is dated as of May 4, 2013, by and among Boxer Parent Company Inc., a Delaware corporation (“Parent”), BMC Software, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capi

May 6, 2013 8-A12B/A

- FORM 8-A12B/A

8-A12B/A 1 d532671d8a12ba.htm FORM 8-A12B/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 BMC SOFTWARE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 74-2126120 (State of Incorporation or Organization) (IRS Employe

May 6, 2013 EX-99.4

The following document was distributed to the BMC Leadership Group on May 6, 2013.

EX-99.4 Exhibit 99.4 The following document was distributed to the BMC Leadership Group on May 6, 2013. Leader Talking Points This document is a guide for you to use in having verbal discussions with the audience listed below. Do not distribute this document without approval from Employee Communications. Definitive Agreement to be Acquired Summary BMC has entered into an agreement to be acquired b

May 6, 2013 EX-10.2

[SIGNATURE PAGES FOLLOW.] - 2 -

EX-10.2 Exhibit 10.2 AMENDMENT NO. 1 dated as of May 6, 2013 (this “Amendment”), to the Credit Agreement dated as of November 21, 2012 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BMC SOFTWARE, INC. (the “Borrower”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and each additional

May 6, 2013 EX-10.2

[SIGNATURE PAGES FOLLOW.] - 2 -

EX-10.2 5 d532669dex102.htm EX-10.2 Exhibit 10.2 AMENDMENT NO. 1 dated as of May 6, 2013 (this “Amendment”), to the Credit Agreement dated as of November 21, 2012 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BMC SOFTWARE, INC. (the “Borrower”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative

May 6, 2013 EX-10.1

VOTING AGREEMENT

Exhibit 10.1 EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), is dated as of May 4, 2013, by and among Boxer Parent Company Inc., a Delaware corporation (“Parent”), BMC Software, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized

May 6, 2013 EX-99.5

The following transcript is from a BMC all-employee call hosted on May 6, 2013.

EX995 Exhibit 99.5 The following transcript is from a BMC all-employee call hosted on May 6, 2013. Transcript of the call from CEO Bob Beauchamp to all employees on May 6, 2013. Mr. Beauchamp: Thank you very much. Good morning, good afternoon and good evening. Thank you, everyone, for joining today’s call. Today is a very exciting day for BMC. By now you have probably seen the news that BMC has en

May 6, 2013 EX-99.3

The following document was distributed to the BMC Leadership Group on May 6, 2013.

EX-99.3 Exhibit 99.3 The following document was distributed to the BMC Leadership Group on May 6, 2013. Frequently Asked Questions For Leaders to Use With Employees Definitive Agreement to be Acquired This document has been prepared to help you as a manager answer questions from your employees that are not covered in the leader talking points document. It is critical that you only provide answers

May 6, 2013 EX-4.1

FIRST AMENDMENT TO THE RIGHTS AGREEMENT

EX-4.1 3 d532669dex41.htm EX-4.1 Exhibit 4.1 FIRST AMENDMENT TO THE RIGHTS AGREEMENT This FIRST AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of May 4, 2013, between BMC Software, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). Except as otherwise provided herein, all capitalized terms use

May 6, 2013 EX-4.1

FIRST AMENDMENT TO THE RIGHTS AGREEMENT

EX-4.1 Exhibit 4.1 FIRST AMENDMENT TO THE RIGHTS AGREEMENT This FIRST AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of May 4, 2013, between BMC Software, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). Except as otherwise provided herein, all capitalized terms used in this Amendment and no

May 6, 2013 EX-99.2

The following letter was distributed to all BMC employees and made available on BMC’s internal website on May 6, 2013.

EX-99.2 Exhibit 99.2 The following letter was distributed to all BMC employees and made available on BMC’s internal website on May 6, 2013. I am excited to inform you of an important milestone in our company’s history and a positive development for all of us at BMC. We have just announced that BMC has entered into an agreement to be acquired by a private investor group that includes Bain Capital,

April 8, 2013 SC 13D/A

BMC / Bmc Software Inc / Elliott Associates, L.P. - APRIL 8, 2013 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.5)* BMC Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 055921100 (CUSIP Number) Stephen M. Schultz, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C.

April 8, 2013 8-K

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities -

UNITED STATES 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): 04/02/2013 BMC Software, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-16393 Delaware 74-2126120 (State or other jurisdiction of (IRS Employe

April 8, 2013 EX-10

2 (c) notes, analysis, compilations, studies, summaries, and other material prepared by or for the Employer containing or based, in whole or in part, on any information included in the foregoing.

DC13065.pdf - Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of September 15, 2010 (the “Effective Date”), by and between BMC Software, Inc., a Delaware corporation (the “Employer”), and Kenneth W. Berryman (the “Executive”). The Employer and the Executive are each a “

April 8, 2013 EX-10

2 (c) notes, analysis, compilations, studies, summaries, and other material prepared by or for the Employer containing or based, in whole or in part, on any information included in the foregoing.

DC13064.pdf - Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of April 25, 2012 (the “Effective Date”), by and between BMC Software, Inc., a Delaware corporation (the “Employer”), and Kiarash Behnia (the “Executive”). The Employer and the Executive are each a “party” an

April 8, 2013 EX-10

“Change of Control” means the occurrence of one or more of the following events: (a) the acquisition, directly or indirectly, by any person or related group of persons (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act

DC13066.pdf - Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of December 19, 2011 (the “Effective Date”), by and between BMC Software, Inc., a Delaware corporation (the “Employer”), and Paul Avenant (the “Executive”). The Employer and the Executive are each a “party” a

March 20, 2013 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES 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): 03/14/2013 BMC Software, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-16393 Delaware 74-2126120 (State or other jurisdiction of (IRS Employe

February 19, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 rrd370687.htm UNITED STATES 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): 02/13/2013 BMC Software, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-16393 Delaware 74-2126120 (State or other jurisdic

February 13, 2013 EX-99.II

to Schedule 13G Joint Filing Agreement

EX-99.II 3 d483463dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 12, 1013 in connection with their beneficial ownership of BMC Software, Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which

February 13, 2013 SC 13G/A

BMC / Bmc Software Inc / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A 1 d483463dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #2 Under the Securities and Exchange Act of 1934 BMC Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 055921100 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

February 13, 2013 SC 13G/A

BMC / Bmc Software Inc / DODGE & COX - FORM SC 13G AMENDMENT NO. 9 Passive Investment

Form SC 13G Amendment No. 9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 9)* BMC Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 055921100 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 13, 2013 EX-99.I

to Schedule 13G

EX-99.I 2 d483463dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

February 11, 2013 SC 13G

BMC / Bmc Software Inc / Delaware Management Business Trust - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BMC Software, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 055921100 (CUSIP Number) January 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

February 11, 2013 SC 13G

BMC / Bmc Software Inc / Macquarie Investment Management LTD - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BMC Software, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 055921100 (CUSIP Number) January 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

February 11, 2013 SC 13G/A

BMC / Bmc Software Inc / VANGUARD GROUP INC Passive Investment

bmcsoftwareinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: BMC Software Inc Title of Class of Securities: Common Stock CUSIP Number: 055921100 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to d

February 11, 2013 SC 13G

BMC / Bmc Software Inc / MACQUARIE GROUP LTD - SCHEDULE 13G Passive Investment

SC 13G 1 d484291dsc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BMC Software, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 055921100 (CUSIP Number) January 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

February 11, 2013 SC 13G

BMC / Bmc Software Inc / Delaware Management Holdings, Inc. - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BMC Software, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 055921100 (CUSIP Number) January 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

February 11, 2013 SC 13G

BMC / Bmc Software Inc / Macquarie Bank Ltd - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BMC Software, Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 055921100 (CUSIP Number) January 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

January 31, 2013 SC 13D/A

BMC / Bmc Software Inc / Elliott Associates, L.P. - JANUARY 31, 2013 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.4)* BMC Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 055921100 (CUSIP Number) Stephen M. Schultz, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C.

January 29, 2013 10-Q

Quarterly Report - 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 29, 2013 EX-10.41

2 The Dealer may only elect to declare a Partial Acceleration Date if the related Accelerated Portion is at least USD 150,000,000. In the case of a Partial Acceleration Date, the Dealer shall specify in its written notice to Counterparty designating

EX-10.41 Exhibit 10.41 November 23, 2012 To: BMC Software, Inc. 2101 CityWest Boulevard Houston, Texas 77042-2827 Attention: Corey Walsh Vice President, Treasurer Telephone: (713) 918-2385 Facsimile: (713) 918-1236 From Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036-8293 Re: Issuer Forward Repurchase Transaction (Confirm Number: DP1:3192477) Ladies and Gentlemen: The purpose of this com

January 28, 2013 8-K

- BMC SOFTWARE, INC. 8-K

UNITED STATES 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): January 28, 2013 BMC SOFTWARE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-16393 74-2126120 (State of Incorporation) (Commission File Number) (I.R.S. Empl

January 28, 2013 EX-99

BMC Software Announces Fiscal 2013 Third Quarter Results

Exhibit 99 BMC Software Announces Fiscal 2013 Third Quarter Results Record quarter for maintenance revenue, professional services revenue, total revenue and non-GAAP diluted EPS Cloud-related license bookings up 44 percent year-over-year SaaS business grew to approximately 550 active customers; both SaaS customers and revenue more than doubled year-over-year Professional services revenue rose 16 p

November 26, 2012 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant -

UNITED STATES 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): 11/23/2012 BMC Software, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-16393 Delaware 74-2126120 (State or other jurisdiction of (IRS Employe

November 21, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

Form 8-K UNITED STATES 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): November 21, 2012 (November 21, 2012) BMC SOFTWARE, INC. (Exact name of registrant as specified in charter) Delaware 001-16393 74-2126120 (State or other jurisdiction of inco

November 21, 2012 EX-10.1

CREDIT AGREEMENT Dated as of November 21, 2012 BMC SOFTWARE, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and Lender MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, Sole Lead Arranger and Sole Book Manager TABLE OF CONTEN

EX-10.1 2 d442911dex101.htm CREDIT AGREEMENT DATED NOVEMBER 21, 2012 Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT Dated as of November 21, 2012 among BMC SOFTWARE, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and Lender MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead Arranger and Sole Book Manager TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND ACCOUN

November 16, 2012 EX-4.1

BMC SOFTWARE, INC. 4.50% NOTES DUE 2022 SECOND SUPPLEMENTAL INDENTURE Dated as of November 16, 2012 Dated as of February 13, 2012 WELLS FARGO BANK, N.A. TABLE OF CONTENTS

Supplemental Indenture, dated as of November 16, 2012 Exhibit 4.1 BMC SOFTWARE, INC. $300,000,000 4.50% NOTES DUE 2022 SECOND SUPPLEMENTAL INDENTURE Dated as of November 16, 2012 To INDENTURE Dated as of February 13, 2012 WELLS FARGO BANK, N.A. Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Relationship with Base Indenture. 1 Section 1.2 Definiti

November 16, 2012 EX-1.1

BMC SOFTWARE, INC. 4.50% Notes due 2022 UNDERWRITING AGREEMENT November 13, 2012 Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Underwriting Agreement

Underwriting Agreement, dated November 13, 2012 Exhibit 1.1 Execution Version BMC SOFTWARE, INC. $300,000,000 4.50% Notes due 2022 UNDERWRITING AGREEMENT November 13, 2012 Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Underwriting Agreement November 13, 2012 BARCLAYS CAPITAL INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED As Representatives of the several Underwr

November 16, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES 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): November 16, 2012 (November 13, 2012) BMC SOFTWARE, INC. (Exact name of registrant as specified in charter) Delaware 001-16393 74-2126120 (State or other jurisdiction of incorporation

November 15, 2012 424B2

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price per Unit Maximum Aggregate Offering Price Amount of Registration Fee (1) 4.50% Notes due 2022 $300,000,000 99.232% $297,

424B2 1 d435019d424b2.htm FINAL PROSPECTUS SUPPLEMENT Table of Contents Filed pursuant to Rule 424(b)(2) Registration No. 333-177533 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price per Unit Maximum Aggregate Offering Price Amount of Registration Fee (1) 4.50% Notes due 2022 $300,000,000 99.232% $297,696,000 $40,605.7

November 14, 2012 FWP

BMC SOFTWARE, INC. FINAL TERM SHEET November 13, 2012 Issuer: BMC Software, Inc. Security Type: Senior Unsecured Notes Principal Amount: $300,000,000 Maturity: December 1, 2022 Coupon (Interest Rate): 4.500% Price to Public (Issue Price): 99.232% Yie

FREE WRITING PROSPECTUS Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No.

November 13, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers -

UNITED STATES 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): 11/09/2012 BMC Software, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-16393 Delaware 74-2126120 (State or other jurisdiction of (IRS Employe

November 13, 2012 424B5

Subject to Completion, November 13, 2012

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-177533 The information in this preliminary prospectus supplement is not complete and may be changed without notice. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities nor a solicitation to buy these securities in any jurisdiction where the offering is not permitted.

November 13, 2012 EX-10

PERFORMANCE-BASED MARKET STOCK UNIT AWARD AGREEMENT

PERFORMANCE-BASED MARKET STOCK UNIT AWARD AGREEMENT PERFORMANCE-BASED MARKET STOCK UNIT AWARD AGREEMENT BMC Software, Inc.

November 1, 2012 S-8

- FORM S-8

FORM S-8 As filed with the Securities and Exchange Commission on November 1, 2012 Registration No.

November 1, 2012 10-Q

Quarterly Report - FORM 10-Q

10-Q 1 d407921d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition per

October 31, 2012 8-K

Current Report

UNITED STATES 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): October 31, 2012 BMC SOFTWARE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-16393 74-2126120 (State of Incorporation) (Commission File Number) (I.R.S. Empl

October 31, 2012 EX-99

BMC Software Announces Fiscal 2013 Second Quarter Results

Exhibit 99 BMC Software Announces Fiscal 2013 Second Quarter Results Total bookings for the quarter rose 13 percent year-over-year ESM license bookings rose 44 percent sequentially and 2 percent year-over-year Non-GAAP diluted EPS for the quarter was 88 cents, up 1 percent year-over-year HOUSTON-(BUSINESS WIRE)-October 31, 2012-BMC Software (NASDAQ: BMC), the recognized global leader in enterprise IT management, today announced results for the second quarter of its fiscal 2013.

September 17, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers -

UNITED STATES 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): 09/17/2012 BMC Software, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-16393 Delaware 74-2126120 (State or other jurisdiction of (IRS Employe

August 21, 2012 CORRESP

-

BMC SOFTWARE, INC. 2101 CityWest Blvd. Houston, TX 77042 August 21, 2012 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 4561 Washington, D.C. 20549-4561 Attention: Kathleen Collins, Accounting Branch Chief Megan Akst, Staff Accountant Re: BMC Software, Inc. Form 10-K for Fiscal Year Ended March 31, 2012 Filed May 10, 2012 Fil

August 6, 2012 SC 13D/A

BMC / Bmc Software Inc / Elliott Associates, L.P. - AUGUST 6, 2012 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.3)* BMC Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 055921100 (CUSIP Number) Stephen M. Schultz, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C.

August 1, 2012 10-Q

Quarterly Report - FORM 10-Q

10-Q 1 d362509d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f

July 31, 2012 EX-99

BMC Software Announces Fiscal 2013 First Quarter Results

Exhibit 99 BMC Software Announces Fiscal 2013 First Quarter Results Revenue for the quarter was flat as reported and up 2 percent on a constant currency basis; Key growth areas within the Company’s ESM business – including Cloud management and SaaS solutions – continue to show solid growth; BMC’s MSM business performed largely in line with the Company’s expectations during the quarter; Professional Services revenue rose 12 percent in the quarter as reported and 17 percent on a constant currency basis; Non-GAAP operating income for the quarter was $148 million versus $171 million in the first quarter of fiscal 2012; Non-GAAP net earnings and non-GAAP diluted EPS for the quarter were $106 million and $0.

July 31, 2012 8-K

Current Report

UNITED STATES 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): July 31, 2012 BMC SOFTWARE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-16393 74-2126120 (State of Incorporation) (Commission File Number) (I.R.S. Employe

July 26, 2012 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES 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): 07/25/2012 BMC Software, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-16393 Delaware 74-2126120 (State or other jurisdiction of (IRS Employe

July 5, 2012 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

July 5, 2012 SC 13D/A

BMC / Bmc Software Inc / Elliott Associates, L.P. - JULY 2, 2012 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.2)* BMC Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 055921100 (CUSIP Number) Stephen M. Schultz, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C.

July 3, 2012 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 3, 2012 EX-10.1

ARTICLE 1 BOARD OF DIRECTORS

Exhibit 10.1 AGREEMENT THIS AGREEMENT (“Agreement”), dated as of July 2, 2012, is entered into by and between BMC Software, Inc., a Delaware corporation (the “Company”), and Elliott Associates, L.P., a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands limited partnership (together, the “Stockholders”). WITNESSETH: WHEREAS, the Stockholders are currently the beneficial

July 3, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

Form 8-K UNITED STATES 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): July 2, 2012 BMC SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-16393 74-2126120 (State or other jurisdiction of incorporation or organiza

July 3, 2012 EX-99.1

BMC Software Announces Agreement with Elliott Management Jim Schaper and John Dillon to be Added to BMC Slate

EX-99.1 3 d375831dex991.htm PRESS RELEASE, DATED JULY 3, 2012 Exhibit 99.1 BMC Software, Inc. issued the following press release on July 3, 2012. BMC Software Announces Agreement with Elliott Management Jim Schaper and John Dillon to be Added to BMC Slate HOUSTON, July 03, 2012 – BMC Software, Inc. (NASDAQ: BMC) (the “Company” or “BMC”), the recognized leader in Business Service Management, has re

July 3, 2012 DEFR14A

- DEFINITIVE REVISED PROXY STATEMENT

Definitive Revised Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 3, 2012 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

DEFA14A 1 d375005ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of

June 27, 2012 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

DEFA14A 1 d373900ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of

June 25, 2012 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 21, 2012 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

June 21, 2012 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

June 21, 2012 DEFA14A

- SCHEDULE14A DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

June 20, 2012 EX-99.1

Elliott Presents Analysis Outlining Multiple Pathways to Unlock BMC Software’s Intrinsic Value Presentation Offers Detailed, Proactive Plan to Deliver Stockholder Value Elliott Urges Stockholders to Vote the Green Proxy Card “For” its Independent, Hi

EX-99.1 2 d370088dex991.htm EXHIBIT A - PRESS RELEASE EXHIBIT A Elliott Presents Analysis Outlining Multiple Pathways to Unlock BMC Software’s Intrinsic Value Presentation Offers Detailed, Proactive Plan to Deliver Stockholder Value Elliott Urges Stockholders to Vote the Green Proxy Card “For” its Independent, Highly Qualified Nominees NEW YORK, June 20, 2012 — Elliott Management, a $20 billion pr

June 20, 2012 EX-99.2

Elliott’s Perspectives on BMC’s Significant Value and How to Unlock It

Exhibit B - Presentation Elliott’s Perspectives on BMC’s Significant Value and How to Unlock It June 20, 2012 Exhibit B [ 1 ] [ 1 ] Additional Information Elliott Associates, L.

June 20, 2012 DFAN14A

- SOLICITING MATERIALS PURSUANT TO 240.14A-12

DFAN14A 1 d370088ddfan14a.htm SOLICITING MATERIALS PURSUANT TO 240.14A-12 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Def

June 19, 2012 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 19, 2012 DEFA14A

- SCHEDULE 14A

Schedule 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

June 19, 2012 CORRESP

-

[Letterhead of Wachtell, Lipton, Rosen & Katz] VIA EDGAR AND FEDERAL EXPRESS David L.

June 15, 2012 DEFA14A

- SCHEDULE 14A

Schedule 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

June 15, 2012 EX-99.A

BMC’S STATEMENT SUMMARIZES THE SITUATION FOR STOCKHOLDERS Elliott Believes CEO’s Quote Captures BMC’s Treatment of Stockholders

Press Release Exhibit A BMC’S STATEMENT SUMMARIZES THE SITUATION FOR STOCKHOLDERS Elliott Believes CEO’s Quote Captures BMC’s Treatment of Stockholders NEW YORK (June 14, 2012) – Elliott Management, a $20 billion private investment firm, and its collective funds, who collectively are a major stockholder in BMC Software (NASDAQ: BMC), today filed their definitive proxy statement.

June 15, 2012 DFAN14A

- SOLICITING MATERIALS PURAUANT TO 240.14A-12

Soliciting Materials Purauant to 240.14a-12 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Defi

June 14, 2012 EX-99.A

ELLIOTT MANAGEMENT CORP. 40 WEST 57TH STREET NEW YORK, NEW YORK 10019 TEL: (212) 974-6000 FAX: (212) 974-2092

EX-99.A 2 d367475dex99a.htm LETTER TO STOCKHOLDERS OF BMC SOFTWARE, INC. EXHIBIT A ELLIOTT MANAGEMENT CORP. 40 WEST 57TH STREET NEW YORK, NEW YORK 10019 TEL: (212) 974-6000 FAX: (212) 974-2092 June 14, 2012 Dear Fellow BMC Stockholders: I write to you on behalf of Elliott Management and our collective funds, holders of approximately 6.5 percent of the common stock of BMC Software (“BMC” or “the Co

June 14, 2012 DFAN14A

- SOLICITING MATERIALS PURSUANT TO 240.14A-12

Soliciting Materials Pursuant to 240.14a-12 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Defi

June 14, 2012 DEFC14A

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

June 14, 2012 EX-99.B

ELLIOTT FILES DEFINITIVE PROXY STATEMENT FOR BMC SOFTWARE Elliott Contends Stockholders Deserve New Perspectives and a Review of All Alternatives to Maximize Value

EX-99.B 3 d367475dex99b.htm PRESS RELEASE EXHIBIT B ELLIOTT FILES DEFINITIVE PROXY STATEMENT FOR BMC SOFTWARE Elliott Contends Stockholders Deserve New Perspectives and a Review of All Alternatives to Maximize Value NEW YORK, June 14, 2012 — Elliott Management, a $20 billion private investment firm, and its collective funds, holders of approximately 6.5 percent of the common stock of BMC Software

June 12, 2012 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 12, 2012 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 12, 2012 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

June 7, 2012 PRRN14A

- PRELIMINARY PROXY STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

June 5, 2012 DEFC14A

- DEFINITIVE CONTESTED PROXY STATEMENT

Definitive Contested Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

June 1, 2012 PRER14A

- REVISED PRELIMINARY PROXY STATEMENT

Revised Preliminary Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

June 1, 2012 CORRESP

-

CORRESP 1 filename1.htm [Letterhead of Wachtell, Lipton, Rosen & Katz] June 1, 2012 VIA EDGAR AND FEDERAL EXPRESS Gabriel Eckstein Office of Mergers & Acquisitions Securities and Exchange Commission 100 F. St., N.E. Washington, D.C. 20549-3628 Re: BMC Software, Inc. Revised Preliminary Proxy Statement on Schedule 14A Filed May 30, 2012 File No. 001-16393 Dear Mr. Eckstein: On behalf of BMC Softwar

May 31, 2012 EX-1

<&RCA`H9U2ZG1* M'\&VIE&K+C35N*@[%^[

begin 644 d360749dex11.pdf M)5!$1BTQ+C8-)>+CS],-"C$@,"!O8FH*/#PO365T861A=&$@,C$U(#`@4B]0 M86=E7!E+T-A=&%L;V<^/@IE;F1O8FH*,B`P(&]B:@H\/"]- M961I84)O>%LP+C`@,"XP(#8Q,BXP(#7!E+U!A M9V5S+TMI9'-;.3,@,"!2(#(Q-"`P(%(@,3@V(#`@4B`Q-C,@,"!2(#$S-R`P M(%(@,3$V(#`@4B`Y,B`P(%)=/CX*96YD;V)J"C,@,"!O8FH*/#PO0W)E871I M;VY$871E*$0Z,C`Q,C`U,S$P.#`T-#9:*2]07!E+U!A9V4^/@IE;F1O8FH*-B`P(&]B:@H\ M/"]83V)J96-T/#PO26TS-B`Q.

May 31, 2012 EX-1

Elliott Management‘s Perspectives on BMC

STOCKHOLDER PRESENTATION Elliott Management‘s Perspectives on BMC Exhibit 1 May 31, 2012 [ 1 ] Additional Information Elliott Associates, L.

May 31, 2012 DFAN14A

- SOLICITING MATERIAL PURSUANT TO RULE 14A-11(C) OR RULE 14A-12

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 31, 2012 DFAN14A

- DFAN14A

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 30, 2012 PRER14A

- REVISED PRELIMINARY PROXY STATEMENT

PRER14A 1 d355352dprer14a.htm REVISED PRELIMINARY PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Con

May 30, 2012 CORRESP

-

PRIVILEGED AND CONFIDENTIAL [Letterhead of Wachtell, Lipton, Rosen & Katz] VIA EDGAR AND FEDERAL EXPRESS Gabriel Eckstein Office of Mergers & Acquisitions Securities and Exchange Commission 100 F.

May 25, 2012 PREC14A

- CONTESTED PRELIMINARY PROXY STATEMENT

PREC14A 1 d358055dprec14a.htm CONTESTED PRELIMINARY PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate

May 25, 2012 SC 13D/A

BMC / Bmc Software Inc / Elliott Associates, L.P. - MAY 25, 2012 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.1)* BMC Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 055921100 (CUSIP Number) Stephen M. Schultz, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C.

May 21, 2012 DEFA14A

- SOLICITING MATERIAL

Soliciting Material UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 21, 2012 DFAN14A

- DFAN14A

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 18, 2012 SC 13D

BMC / Bmc Software Inc / Elliott Associates, L.P. - MAY 17, 2012 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* BMC Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 055921100 (CUSIP Number) Stephen M. Schultz, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C.

May 18, 2012 PREC14A

- CONTESTED PRELIMINARY PROXY STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for use of the Commission Only (as permitted by Rule 14

May 16, 2012 DEFA14A

- SOLICITING MATERIAL

Soliciting Material UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 16, 2012 DFAN14A

- DFAN14A

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 15, 2012 DFAN14A

- DFAN14A

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 15, 2012 DEFA14A

- SOLICITING MATERIAL PURSUANT

DEFA14A 1 d353273ddefa14a.htm SOLICITING MATERIAL PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the

May 14, 2012 EX-3.1

FORM CERTIFICATE OF DESIGNATIONS SERIES B JUNIOR PARTICIPATING PREFERRED STOCK BMC Software, Inc. (Pursuant to Section 151 of the Delaware General Corporation Law)

EX-3.1 2 d352024dex31.htm CERTIFICATE OF DESIGNATIONS Exhibit 3.1 FORM of CERTIFICATE OF DESIGNATIONS of SERIES B JUNIOR PARTICIPATING PREFERRED STOCK of BMC Software, Inc. (Pursuant to Section 151 of the Delaware General Corporation Law) BMC Software, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), hereb

May 14, 2012 EX-4.1

BMC Software, Inc. Computershare Trust Company, N.A. Rights Agreement Dated as of May 12, 2012 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Appointment of Rights Agent 8 Section 3. Issue of Right Certificates 8 Section 4. Form of Right

EX-4.1 3 d352024dex41.htm RIGHTS AGREEMENT Exhibit 4.1 BMC Software, Inc. and Computershare Trust Company, N.A. Rights Agreement Dated as of May 12, 2012 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Appointment of Rights Agent 8 Section 3. Issue of Right Certificates 8 Section 4. Form of Right Certificates 10 Section 5. Countersignature and Registration 11 Section 6. Transfer, Split

May 14, 2012 8-A12B

- FORM 8-A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 BMC SOFTWARE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 74-2126120 (State of Incorporation or Organization) (IRS Employer Identification Number) 2012 Citywest Blvd., Houston, TX 77042-

May 14, 2012 EX-99.1

BMC Notified That Elliott Has Acquired Over 5% of the Company

EX-99.1 4 d352024dex991.htm PRESS RELEASE Exhibit 99.1 For Immediate Release BMC Notified That Elliott Has Acquired Over 5% of the Company HOUSTON, May 14, 2012 – BMC Software, Inc. (NASDAQ: BMC) (the “Company” or “BMC”), the recognized leader in Business Service Management, today announced that Elliott Associates, L.P. and Elliott International, L.P. (collectively, “Elliott”) notified the Company

May 14, 2012 EX-99.1

BMC Notified That Elliott Has Acquired Over 5% of the Company

EX-99.1 4 d352024dex991.htm PRESS RELEASE Exhibit 99.1 For Immediate Release BMC Notified That Elliott Has Acquired Over 5% of the Company HOUSTON, May 14, 2012 – BMC Software, Inc. (NASDAQ: BMC) (the “Company” or “BMC”), the recognized leader in Business Service Management, today announced that Elliott Associates, L.P. and Elliott International, L.P. (collectively, “Elliott”) notified the Company

May 14, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers -

UNITED STATES 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): 05/08/2012 BMC Software, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-16393 Delaware 74-2126120 (State or other jurisdiction of (IRS Employe

May 14, 2012 EX-99.2

BMC Software Adopts Stockholder Rights Plan

EX-99.2 5 d352024dex992.htm PRESS RELEASE - STOCKHOLDER RIGHTS PLAN Exhibit 99.2 For Immediate Release BMC Software Adopts Stockholder Rights Plan HOUSTON, May 14, 2012 – BMC Software, Inc. (NASDAQ: BMC) (the “Company” or “BMC”), the recognized leader in Business Service Management, today announced that its Board of Directors has unanimously adopted a stockholder rights plan (the “Rights Plan”) an

May 14, 2012 DEFA14A

- SOLICITING MATERIAL

DEFA14A 1 d352794ddefa14a.htm SOLICITING MATERIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commissi

May 14, 2012 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

8-K 1 d352024d8k.htm FORM 8-K UNITED STATES 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): May 12, 2012 BMC SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-16393 74-2126120 (State or other jurisdiction of inco

May 14, 2012 EX-99.2

BMC Software Adopts Stockholder Rights Plan

EX-99.2 5 d352024dex992.htm PRESS RELEASE - STOCKHOLDER RIGHTS PLAN Exhibit 99.2 For Immediate Release BMC Software Adopts Stockholder Rights Plan HOUSTON, May 14, 2012 – BMC Software, Inc. (NASDAQ: BMC) (the “Company” or “BMC”), the recognized leader in Business Service Management, today announced that its Board of Directors has unanimously adopted a stockholder rights plan (the “Rights Plan”) an

May 14, 2012 EX-3.1

FORM CERTIFICATE OF DESIGNATIONS SERIES B JUNIOR PARTICIPATING PREFERRED STOCK BMC Software, Inc. (Pursuant to Section 151 of the Delaware General Corporation Law)

EX-3.1 2 d352024dex31.htm CERTIFICATE OF DESIGNATIONS Exhibit 3.1 FORM of CERTIFICATE OF DESIGNATIONS of SERIES B JUNIOR PARTICIPATING PREFERRED STOCK of BMC Software, Inc. (Pursuant to Section 151 of the Delaware General Corporation Law) BMC Software, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), hereb

May 14, 2012 DEFA14A

- FORM 8-K

DEFA14A 1 d352024d8k.htm FORM 8-K UNITED STATES 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): May 12, 2012 BMC SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-16393 74-2126120 (State or other jurisdiction of

May 14, 2012 EX-4.1

BMC Software, Inc. Computershare Trust Company, N.A. Rights Agreement Dated as of May 12, 2012 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Appointment of Rights Agent 8 Section 3. Issue of Right Certificates 8 Section 4. Form of Right

EX-4.1 3 d352024dex41.htm RIGHTS AGREEMENT Exhibit 4.1 BMC Software, Inc. and Computershare Trust Company, N.A. Rights Agreement Dated as of May 12, 2012 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Appointment of Rights Agent 8 Section 3. Issue of Right Certificates 8 Section 4. Form of Right Certificates 10 Section 5. Countersignature and Registration 11 Section 6. Transfer, Split

May 10, 2012 EX-21.1

BMC Software, Inc. As of March 31, 2012 Name Jurisdiction AS Fromdistance Estonia BladeLogic, Inc. Delaware BMC Software AS Norway BMC Software (China) Limited China BMC Software (Hong Kong) Limited Hong Kong BMC Software (Thailand) Limited Thailand

EX-21.1 2 d342281dex211.htm EX-21.1 Exhibit 21.1 BMC Software, Inc. Subsidiaries As of March 31, 2012 Name Jurisdiction AS Fromdistance Estonia BladeLogic, Inc. Delaware BMC Software AS Norway BMC Software (China) Limited China BMC Software (Hong Kong) Limited Hong Kong BMC Software (Thailand) Limited Thailand BMC Software (Philippines) Inc. Philippines BMC Software (New Zealand) Ltd. New Zealand

May 10, 2012 10-K

Annual Report - FORM 10-K

Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2012 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 001-16393 BMC Soft

May 9, 2012 8-K

Current Report

UNITED STATES 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): May 9, 2012 BMC SOFTWARE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-16393 74-2126120 (State of Incorporation) (Commission File Number) (I.R.S. Employer

May 9, 2012 EX-99

BMC Software Announces Fiscal 2012 Fourth Quarter and Full Year Results

Exhibit 99 BMC Software Announces Fiscal 2012 Fourth Quarter and Full Year Results BMC delivers record fiscal year results for revenue, non-GAAP operating income, non-GAAP diluted EPS and cash flow from operations Revenue for fiscal 2012 rose 5 percent Total cloud bookings for fiscal 2012 were approximately $100 million, with cloud-related license bookings rising 70 percent in fiscal 2012 versus f

May 1, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits -

UNITED STATES 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): 04/26/2012 BMC Software, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-16393 Delaware 74-2126120 (State or other jurisdiction of (IRS Employe

May 1, 2012 EX-10

BMC Software, Inc. Clawback Policy

BMC Software, Inc BMC Software, Inc. Clawback Policy Effective as of April 27, 2012, this policy (the "Clawback Policy") applies in the event of any fraud or intentional misconduct by one or more Executives (as defined below) that results in the required restatement of any financial reporting required under the securities laws or other similar laws or regulations as applicable to BMC Software, Inc

February 14, 2012 EX-99.(II)

to Schedule 13G Joint Filing Agreement

Joint Filing Agreement Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 13, 2012 in connection with their beneficial ownership of BMC Software, Inc.

February 14, 2012 EX-99.(I)

to Schedule 13G

EX-99.(I) 2 d298991dex99i.htm IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investme

February 14, 2012 SC 13G/A

BMC / Bmc Software Inc / AMERIPRISE FINANCIAL INC - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment

Schedule 13G Amendment No. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 BMC Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 055921100 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

February 14, 2012 SC 13G/A

BMC / Bmc Software Inc / WELLINGTON MANAGEMENT GROUP LLP - DISCLOSURE DOCUMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BMC Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 055921100 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

February 13, 2012 EX-4.1

BMC Software, Inc. Dated as of February 13, 2012 Wells Fargo Bank, N.A. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 5 Section 1.3. Incorporation by Referenc

Indenture Exhibit 4.1 EXECUTION VERSION BMC Software, Inc. INDENTURE Dated as of February 13, 2012 Wells Fargo Bank, N.A. Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 5 Section 1.3. Incorporation by Reference of Trust Indenture Act. 5 Section 1.4. Rules of Construction. 5 ARTICLE II THE SECURITIES

February 13, 2012 EX-1.1

BMC SOFTWARE, INC. 4.250% Notes due 2022 UNDERWRITING AGREEMENT February 8, 2012 J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Underwriting Agreement

Underwriting Agreement Exhibit 1.1 BMC SOFTWARE, INC. $500,000,000 4.250% Notes due 2022 UNDERWRITING AGREEMENT February 8, 2012 J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Underwriting Agreement February 8, 2012 J.P. MORGAN SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED As Representatives of the several Underwriters c/o J.P. MORGAN SECURITIES L

February 13, 2012 EX-4.2

BMC SOFTWARE, INC. 4.25% NOTES DUE 2022 SUPPLEMENTAL INDENTURE Dated as of February 13, 2012 Dated as of February 13, 2012 WELLS FARGO BANK, N.A. TABLE OF CONTENTS

Supplemental Indenture Exhibit 4.2 EXECUTION VERSION BMC SOFTWARE, INC. $500,000,000 4.25% NOTES DUE 2022 SUPPLEMENTAL INDENTURE Dated as of February 13, 2012 To INDENTURE Dated as of February 13, 2012 WELLS FARGO BANK, N.A. Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Relationship with Base Indenture. 1 Section 1.2 Definitions 2 Section 1.3 Ot

February 13, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES 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): February 13, 2012 (February 8, 2012) BMC SOFTWARE, INC. (Exact name of registrant as specified in charter) Delaware 001-16393 74-2126120 (State or other jurisdiction of incorporation)

February 10, 2012 SC 13G/A

BMC / Bmc Software Inc / DODGE & COX - SCHEDULE 13G AMENDMENT NO 8 Passive Investment

Schedule 13G Amendment No 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 10, 2012 424B2

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price per Unit Maximum Aggregate Offering Price Amount of Registration Fee (1) 4.25% Notes due 2022 $500,000,000 99.468% $497,

Table of Contents Filed pursuant to Rule 424(b)(2) Registration No. 333-177533 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price per Unit Maximum Aggregate Offering Price Amount of Registration Fee (1) 4.25% Notes due 2022 $500,000,000 99.468% $497,340,000 $56,995.16 (1) Calculated in accordance with Rule 457(r) under

February 9, 2012 SC 13G/A

BMC / Bmc Software Inc / VANGUARD GROUP INC Passive Investment

bmcsoftwareinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:1 )* Name of issuer: BMC Software Inc Title of Class of Securities: Common Stock CUSIP Number: 055921100 Date of Event Which Requires Filing of this Statement: December 31, 2011 Check the appropriate box to de

February 8, 2012 424B5

Subject to Completion, February 8, 2012

Preliminary Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

February 8, 2012 FWP

BMC SOFTWARE, INC. FINAL TERM SHEET February 8, 2012 Issuer: BMC Software, Inc. Security Type: Senior Unsecured Notes Size: $500,000,000 Maturity: February 15, 2022 Coupon (Interest Rate): 4.250% Price to Public (Issue Price): 99.468% Yield to Maturi

FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-177533 BMC SOFTWARE, INC. FINAL TERM SHEET February 8, 2012 Issuer: BMC Software, Inc. Security Type: Senior Unsecured Notes Size: $500,000,000 Maturity: February 15, 2022 Coupon (Interest Rate): 4.250% Price to Public (Issue Price): 99.468% Yield to Maturity: 4.316% Spread to Benchmark Treasury: +235 basis points B

February 2, 2012 10-Q

Quarterly Report - FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 2, 2012 EX-10.34

Exhibit 10.34

EX-10.34 4 c26121exv10w34.htm EXHIBIT 10.34 Exhibit 10.34 Amendment to Executive Employment Agreement This Amendment (the “Amendment”) to Executive Employment Agreement is entered into and is effective as of November 30, 2011, by and between William Miller, an individual (the “Executive”) and BMC Software, Inc., a Delaware corporation (the “Employer”). The Employer and Executive are each a “party”

February 2, 2012 EX-10.32

Exhibit 10.32

EX-10.32 2 c26121exv10w32.htm EXHIBIT 10.32 Exhibit 10.32 Amendment to Executive Employment Agreement This Amendment (the “Amendment”) to Executive Employment Agreement is entered into and is effective as of November 1, 2011, by and between Robert E. Beauchamp, an individual (the “Executive”) and BMC Software, Inc., a Delaware corporation (the “Employer”). The Employer and Executive are each a “pa

February 2, 2012 EX-10.33

Exhibit 10.33

EX-10.33 3 c26121exv10w33.htm EXHIBIT 10.33 Exhibit 10.33 Amendment to Executive Employment Agreement This Amendment (the “Amendment”) to Executive Employment Agreement is entered into and is effective as of November 10, 2011, by and between Stephen B. Solcher, an individual (the “Executive”) and BMC Software, Inc., a Delaware corporation (the “Employer”). The Employer and Executive are each a “pa

February 1, 2012 EX-99

BMC Software Announces Fiscal 2012 Third Quarter Results

Exhibit 99 BMC Software Announces Fiscal 2012 Third Quarter Results Total revenue for the quarter rose 2 percent to $548 million Non-GAAP operating income rose 13 percent to $213 million Non-GAAP diluted EPS was $0.

February 1, 2012 8-K

- BMC SOFTWARE, INC. 8-K

UNITED STATES 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): February 1, 2012 BMC SOFTWARE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-16393 74-2126120 (State of Incorporation) (Commission File Number) (I.R.S. Empl

October 27, 2011 EX-12.1

COMPUTATION OF CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES Six Months Year Ended March 31, Ended (in millions) 2007 2008 2009 2010 2011 September 30, 2011 Earnings: Earnings before income tax 300.6 434.4 363.9 504.2 531.3 269.7 Fixed charges (be

exv12w1 Exhibit 12.1 COMPUTATION OF CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES Six Months Year Ended March 31, Ended (in millions) 2007 2008 2009 2010 2011 September 30, 2011 Earnings: Earnings before income tax 300.6 434.4 363.9 504.2 531.3 269.7 Fixed charges (below) 19.0 18.9 36.8 39.5 40.2 19.9 Amortization of capitalized interest — — 0.2 0.8 1.8 1.4 Less: Capitalized Interest — — (2.5 )

October 27, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

10-Q 1 c21981e10vq.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition per

October 27, 2011 EX-4.5

BMC Software, Inc. Dated as of _______, 20___ Wells Fargo Bank, N.A.

Exhibit 4.5 BMC Software, Inc. INDENTURE Dated as of , 20 Wells Fargo Bank, N.A. Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 5 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 6 Section 2.1. Issuable in Series 6 Section

October 27, 2011 S-3ASR

As filed with the Securities and Exchange Commission on October 26, 2011

Table of Contents As filed with the Securities and Exchange Commission on October 26, 2011 Registration No.

October 27, 2011 EX-25.1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT T

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A National Banking Associ

October 26, 2011 8-K

Current Report

UNITED STATES 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): October 26, 2011 BMC SOFTWARE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-16393 74-2126120 (State of Incorporation) (Commission File Number) (I.R.S. Empl

October 26, 2011 EX-99

BMC Software Announces Fiscal 2012 Second Quarter Results

Exhibit 99 BMC Software Announces Fiscal 2012 Second Quarter Results Total revenue for the quarter rose 11 percent Non-GAAP operating income rose 13 percent to $216 million Non-GAAP diluted EPS was $0.

August 24, 2011 CORRESP

August 23, 2011

Correspondence August 23, 2011 Via EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

July 29, 2011 S-8

As filed with the Securities and Exchange Commission on July 29, 2011

As filed with the Securities and Exchange Commission on July 29, 2011 Registration No.

July 28, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR o 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: 00

July 27, 2011 8-K

Current Report

UNITED STATES 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): July 27, 2011 BMC SOFTWARE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-16393 74-2126120 (State of Incorporation) (Commission File Number) (I.R.S. Employe

July 27, 2011 EX-99

BMC Software Announces Fiscal 2012 First Quarter Results with Non-GAAP Diluted EPS Growth of 16 Percent

Exhibit 99 BMC Software Announces Fiscal 2012 First Quarter Results with Non-GAAP Diluted EPS Growth of 16 Percent Total bookings for the quarter increased 39 percent Total revenue for the quarter rose 9 percent Non-GAAP diluted EPS was $0.

July 25, 2011 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES 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): 07/21/2011 BMC Software, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-16393 Delaware 74-2126120 (State or other jurisdiction of (IRS Employe

July 21, 2011 CORRESP

BMC SOFTWARE, INC. 2101 CityWest Blvd. Houston, TX 77042

BMC SOFTWARE, INC. 2101 CityWest Blvd. Houston, TX 77042 July 21, 2011 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Kathleen Collins, Accounting Branch Chief Melissa Kindelan, Staff Accountant Re: BMC Software, Inc. Form 10-K for Fiscal Year Ended March 31, 2011 Filed May 6, 2011 File No. 001-16393 L

June 17, 2011 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for use of the Commission Only (as permitted by Rule 14a

May 6, 2011 EX-21.1

Exhibit 21.1

Exhibit 21.1 BMC Software, Inc. Subsidiaries As of March 31, 2011 Name Jurisdiction BladeLogic, Inc. Delaware BladeLogic Deutschland GmbH Germany BMC Software AS Norway BMC Software (China) Limited China BMC Software (Hong Kong) Limited Hong Kong BMC Software (Thailand) Limited Thailand BMC Software (Philippines) Inc. Philippines BMC Software (New Zealand) Ltd. New Zealand BMC Software A/S Denmark

May 6, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 c15046e10vk.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

May 4, 2011 EX-99

BMC Software Announces Strong Fiscal 2011 Fourth Quarter and Record Full Year Results

Exhibit 99 BMC Software Announces Strong Fiscal 2011 Fourth Quarter and Record Full Year Results Customer demand for flexible infrastructures, whether through cloud computing, software-as-a-service (SaaS) or virtualization, continues to drive results Company generated record levels of total Company bookings, ESM license bookings, MSM total bookings, revenue, operating cash flow, and non-GAAP diluted EPS Total bookings for the year grew 13 percent and for the quarter rose 21 percent Total revenue for the year increased 8 percent and for the quarter increased 14 percent Non-GAAP diluted EPS for the year was $2.

May 4, 2011 8-K

Current Report

UNITED STATES 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): May 4, 2011 BMC SOFTWARE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-16393 74-2126120 (State of Incorporation) (Commission File Number) (I.R.S. Employer

April 29, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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): 04/29/2011 BMC Software, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-16393 Delaware 74-2126120 (State or other jurisdiction of (IRS Employe

February 14, 2011 SC 13G

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BMC Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 055921100 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

February 11, 2011 SC 13G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 BMC Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) December 31, 2010 (Date of Event Which

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 BMC Software, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 055921100 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: This Schedule

February 11, 2011 EX-99.II

to Schedule 13G Joint Filing Agreement

EX-99.II 3 c62805f4exv99wii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 11, 2011 in connection with their beneficial ownership of BMC Software, Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to whic

February 11, 2011 EX-99.I

to Schedule 13G

EX-99.I 2 c62805f4exv99wi.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser — Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

February 10, 2011 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7)* BMC Software, Inc. (Name of Issuer) Common shares (Title of Class of Securities) (CUSIP Number) December

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7)* BMC Software, Inc. (Name of Issuer) Common shares (Title of Class of Securities) 055921100 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

February 10, 2011 SC 13G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: BMC SOFTWARE INC Title of Class of Securities: COMMON STOCK CUSIP Number: 055921100 Date of Event Which Requires Filing of this Statement: December 31, 2010 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: (X)

February 3, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2010 OR o 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

February 3, 2011 EX-10.41

Exhibit 10.41

Exhibit 10.41 Exhibit 10.41 EXECUTION VERSION Published CUSIP Number (Deal): 05560KAA4 Published CUSIP Number (Revolver): 05560KAB2 CREDIT AGREEMENT Dated as of November 30, 2010 among BMC SOFTWARE, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK N.A. as Syndication Agent BARCLAYS BANK PLC, DEUTSCHE BANK AG NEW YORK BRANC

February 2, 2011 8-K

Current Report

UNITED STATES 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): February 2, 2011 BMC SOFTWARE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-16393 74-2126120 (State of Incorporation) (Commission File Number) (I.R.S. Empl

February 2, 2011 EX-99

BMC Software Announces Fiscal 2011 Third Quarter Results

Exhibit 99 BMC Software Announces Fiscal 2011 Third Quarter Results Total bookings in the third quarter were a Company record of $594 million, up 10 percent ESM license bookings were a Company record of $163 million, up 8 percent Revenue for the quarter was a Company record of $540 million, up 6 percent Cash flow from operations was $180 million, up 117 percent BMC raises expectations for fiscal 2011 HOUSTON-(BUSINESS WIRE)-February 2, 2011-BMC Software (NASDAQ: BMC) today announced its fiscal 2011 third quarter results.

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