8-K 1 a4946564.txt SERENA SOFTWARE INC. 8-K 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 4, 2005 SERENA SOFTWARE INC. (Exact name of registrant as specified in its charter) Delaware 000-25285 94-2669809 (State or other jurisdictions Commission File Number (I.R.S. employer of Incorporation) identification number) 2755 CAMPUS DRIVE 3rd FLOOR, SAN MATEO, CALIFORNIA 94403-2538 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (650) 522-6600 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): X Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition On August 4, 2005, Serena Software Inc. issued a press release announcing its Preliminary Second Quarter Fiscal 2006 Results. The press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference. The information contained in this Item 2.02, including the attached Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits (c) Exhibits: 99.1 Press Release, dated August 4, 2005, announcing Preliminary Second Quarter Fiscal 2006 Results. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SERENA SOFTWARE, INC. By: /s/ ROBERT I. PENDER JR. ------------------------ Name: Robert I. Pender Jr Title: Senior Vice President, Finance and Administration, Chief Financial Officer and Director Date: August 4, 2005 EXHIBIT INDEX Exhibit Number 99.1 Press Release, dated August 4, 2005, announcing Preliminary Second Quarter Fiscal 2006 Results