- Securities Registration: Employee Benefit Plan (S-8)
August 05 2009 - 2:06PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 5, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
BMC Software, Inc.
(Exact name of
registrant as specified in its charter)
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Delaware
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74-2126120
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2101 CityWest Boulevard
Houston, Texas 77042-2827
(713) 918-8800
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
BMC Software, Inc. 2007 Incentive Plan
(Full title of the plan)
Denise M. Clolery
Senior Vice
President, General Counsel & Secretary
BMC Software, Inc.
2101 CityWest Boulevard
Houston, Texas 77042-2827
(713) 918-8800
(Name, address,
including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule
12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount to be
Registered
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Proposed
Maximum offering
price per share (1)
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Proposed Maximum
aggregate
offering price
(1)
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Amount of
Registration
Fee
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Common Stock, par value $0.01 per share
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8,000,000 shares
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$33.96
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$271,680,000
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$15,160
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(1)
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Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, based upon the average of the high and low prices
reported on the New York Stock Exchange on July 31, 2009.
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Registration Statement No. 333-147196 relates to 15,506,269 shares of
our common stock (the Previously Registered Securities). This Registration Statement registers additional securities for offering pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended, to the total
amount of Previously Registered Securities registered on Registration Statement 333-147196. The Registrant hereby incorporates by reference into this Registration Statement on Form S-8 in its entirety the Registration Statement No. 333-147196,
including each of the documents filed by the Registrant with the Securities and Exchange Commission and incorporated or deemed to be incorporated by reference therein and including each of the documents filed as Exhibits to such Registration
Statement.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
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5.1
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Opinion of Christopher C. Chaffin
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23.1
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Consent of Independent Registered Public Accounting Firm
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23.2
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Consent of Christopher C. Chaffin (contained in Exhibit 5.1 hereto)
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24.1
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Powers of Attorney (included on the signature page to this Registration Statement)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 5th day of August 2009.
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BMC SOFTWARE, INC.
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By:
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/s/ Christopher C. Chaffin
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Christopher C. Chaffin
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VP, Deputy General Counsel & Assistant Secretary
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Denise M. Clolery and Christopher C. Chaffin, or
either of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ ROBERT E. BEAUCHAMP
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Chairman of the Board, President and Chief Executive Officer
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July 28, 2009
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Robert E. Beauchamp
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/s/ STEPHEN B. SOLCHER
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Senior Vice President and Chief Financial Officer
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July 28, 2009
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Stephen B. Solcher
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/s/ T. CORY BLEUER
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Vice President, Controller & Chief Accounting Officer
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July 28, 2009
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T. Cory Bleuer
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/s/ JON E. BARFIELD
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Director
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July 28, 2009
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Jon E. Barfield
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/s/ GARY L. BLOOM
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Director
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July 28, 2009
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Gary L. Bloom
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/s/ B. GARLAND CUPP
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Director
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July 28, 2009
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B. Garland Cupp
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/s/ MELDON K. GAFNER
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Director
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July 28, 2009
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Meldon K. Gafner
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/s/ P. THOMAS JENKINS
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Director
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July 28, 2009
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P. Thomas Jenkins
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Signature
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Title
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Date
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/s/ LOUIS J. LAVIGNE, JR.
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Director
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July 28, 2009
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Louis J. Lavigne, Jr.
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/s/ KATHLEEN A. ONEIL
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Director
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July 28, 2009
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Kathleen A. ONeil
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/s/ TOM C. TINSLEY
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Director
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July 28, 2009
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Tom C. Tinsley
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INDEX TO EXHIBITS
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5.1
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Opinion of Christopher C. Chaffin
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23.1
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Consent of Independent Registered Public Accounting Firm
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23.2
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Consent of Christopher C. Chaffin (contained in Exhibit 5.1 hereto)
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24.1
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Powers of Attorney (included on the signature page to this Registration Statement)
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