-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DImmcHQa14dEVkLImfWeKDuFja8ePjDC3qgzkZbP+AFct1fYoxpadf4pjW1gTfuT naKG9Z5XtqTBlfBTAihX9A== 0001193125-05-137149.txt : 20050705 0001193125-05-137149.hdr.sgml : 20050704 20050705100219 ACCESSION NUMBER: 0001193125-05-137149 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050705 DATE AS OF CHANGE: 20050705 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SERENA SOFTWARE INC CENTRAL INDEX KEY: 0001073967 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942669809 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-112770 FILM NUMBER: 05934812 BUSINESS ADDRESS: STREET 1: 2755 CAMPUS DRIVE STREET 2: 3RD FLOOR CITY: SAN MATEO STATE: CA ZIP: 94403-2538 BUSINESS PHONE: 6505226600 MAIL ADDRESS: STREET 1: 2755 CAMPUS DRIVE STREET 2: 3RD FLOOR CITY: SAN MATEO STATE: CA ZIP: 94403-2538 424B3 1 d424b3.htm FILED PURSUANT TO RULE 424(B)3 Filed pursuant to Rule 424(b)3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-112770

 

PROSPECTUS SUPPLEMENT DATED July 5, 2005

(To Prospectus filed on June 8, 2004)

 

SERENA SOFTWARE, INC.

 

$220,000,000

 

1 1/2% Convertible Subordinated Notes Due 2023 and

9,912,588 shares of Common Stock Issuable Upon Conversion of the Notes

 

This Prospectus Supplement, together with the Prospectus listed above, is to be used by certain holders of the above referenced securities or by their transferees, pledges, donees or their successors in connection with the offer and sale of the above referenced securities.

 

1. Selling Securityholders

 

The table captioned “Selling Securityholders” commencing on page 55 of the Prospectus is hereby amended to reflect the following additions and changes.

 

Name

    Principal
Amount at
Maturity of
Notes
Beneficially
Owned that
May be Sold
    Percentage
of Notes
Outstanding
    Number
of Shares
of
Common
Stock that
May be
Sold (1)
    Percentage
of Common
Stock
Outstanding
(2)

The City of Southfield Fire & Police Retirement System (3)

    $ 2,000    *    90    *
* Less than 1%
(1) Assumes conversion of all of the holder’s notes at a conversion rate of 45.0577 shares per $1,000 principal amount of the notes (representing an initial conversion price of approximately $22.194 per share of common stock). However, this conversion price will be subject to adjustment as described under “Description of Notes – Conversion of Notes.” As a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 39,162,539 shares of common stock outstanding as of October 31, 2003. In calculating this amount, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that particular holder’s notes. However, we did not assume the conversion of any other holder’s notes. We are assuming that the security holders do not own any other stock in the Company.
(3) SSI Investment Management (“SSI”) has voting and dispositive control over the notes. Principal shareholders of SSI are Mr. John Gottfurcht, Mrs. Amy Jo Gottfurcht and Mr. George Douglas.
-----END PRIVACY-ENHANCED MESSAGE-----