-----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, BFR3/vbbVYnOQihS18AdVkD7BAzFL1Y8DqNjtK20ssGWmFez9hfP/c3ki/z3nYCC 0U1UfNBPFLb1lUX71uY1Pg== 0000950129-98-004525.txt : 19981109 0000950129-98-004525.hdr.sgml : 19981109 ACCESSION NUMBER: 0000950129-98-004525 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981031 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BMC SOFTWARE INC CENTRAL INDEX KEY: 0000835729 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 742126120 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-17136 FILM NUMBER: 98739463 BUSINESS ADDRESS: STREET 1: 2101 CITYWEST BLVD CITY: HOUSTON STATE: TX ZIP: 77042-2827 BUSINESS PHONE: 7139188800 MAIL ADDRESS: STREET 1: 2101 CITYWEST BLVD CITY: HOUSTON STATE: TX ZIP: 77042-2827 8-K 1 BMC SOFTWARE, INC. - DATED 10/31/1998 1 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, 1998 BMC SOFTWARE, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-17136 74-21226120 (State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification No.) of incorporation or organization)
2101 CITY WEST BOULEVARD HOUSTON, TEXAS 77042-2827 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (713) 918-8800 ================================================================================ 2 Item 5. Other Events. On November 2, 1998, BMC Software, Inc., a Delaware corporation ("BMC"), issued a press release announcing the execution of a definitive merger agreement dated October 31, 1998, providing for the acquisition of Boole & Babbage, Inc., a Delaware corporation ("Boole"), by BMC in a transaction valued at approximately $900 million. BMC will issue 0.675 shares of BMC common stock for each share of Boole common stock. The transaction is expected to close within 60 to 90 days, subject to Boole stockholder approval, regulatory approval and other customary closing conditions. The foregoing summary is subject to the full text of the press release with respect thereto, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A registration statement relating to BMC's common stock has not yet been filed with the Securities and Exchange Commission (the "SEC"), nor has a proxy statement relating to the vote of Boole's stockholders on the merger been filed with the SEC. BMC's common stock may not be offered, nor may offers to acquire such stock be accepted, prior to the time such registration statement becomes effective. This report shall not constitute an offer to sell or the solicitation of any offer to buy any of BMC's common stock or any other security, and shall not constitute the solicitation of any vote with respect to the merger. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release of BMC Software, Inc. dated November 2, 1998 reporting on the execution of a definitive merger agreement dated October 31, 1998. 3 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. BMC SOFTWARE, INC. Date: November 6, 1998 By: /s/ M. BRINKLEY MORSE ----------------------- Name: M. Brinkley Morse Title: Senior Vice President 4 EXHIBIT INDEX
Exhibit Number Description ------- ----------- 99.1 Press Release of BMC Software, Inc. dated November 2, 1998 reporting on the execution of a definitive merger agreement dated October 31, 1998.
EX-99.1 2 PRESS RELEASE - DATED 11/2/1998 1 EXHIBIT 99.1 BMC SOFTWARE AND BOOLE & BABBAGE TO MERGE; THE COMBINATION UNIQUELY EXTENDS APPLICATION ASSURANCE HOUSTON, TX and SAN JOSE, CA -- (November 2, 1998) -- BMC Software (Nasdaq: BMCS), the leader in providing Application Service Assurance (ASA(TM)) solutions that improve the availability, performance and recovery of business-critical applications, and Boole & Babbage (Nasdaq: BOOL), a leader in availability and service level management for distributed systems, today announced the execution of a definitive Agreement and Plan of Reorganization between the two companies. The merger brings together these leading enterprise software visionaries to accelerate the delivery of solutions that significantly reduce the complexity of managing large enterprises through innovative products, an extensive worldwide distribution network and superior technical expertise. BMC Software will issue .675 shares of BMC Software common stock for each share of Boole & Babbage common stock. The transaction is to be accounted for as a pooling of interests and is to be treated as a tax-free reorganization for federal income tax purposes. The transaction is expected to close within 60 to 90 days, subject to Boole & Babbage stockholder approval, regulatory approval and other customary closing conditions. Under the terms of the agreement BMC Software is to acquire Boole & Babbage in a stock transaction worth approximately $900 million, assuming BMC Software's closing price on October 30th. In connection with the Agreement and Plan of Reorganization, BMC Software will acquire an option to purchase up to 19% of Boole & Babbage's outstanding common stock under certain circumstances. Boole & Babbage also announced that, in connection with this transaction, it has rescinded its stock buyback program. "We strongly believe that the addition of Boole & Babbage's focused solutions and delivery capabilities will allow us to more quickly execute on our Application Service Assurance strategy, which provides tremendous business value to our customers," said Max Watson, chairman, president and CEO of BMC Software. "The merger extends BMC Software's undisputed leadership in application service level management across the enterprise. What makes this combination so exciting is the coherence of our shared vision, products and emphasis on customer support and satisfaction." "I believe this union provides major benefits for our customers, employees and shareholders," said Paul Newton, president and CEO of Boole & Babbage. "The new company will gain critical mass and expanded channel reach that clearly establish us as a preeminent player in today's highly competitive and rapidly changing market. The combined engineering resources create a wide and deep pool of expertise in all aspects of managing information technology solutions across OS/390, UNIX and NT environments." The combined company will employ approximately 4,400 people in 26 countries that will significantly increase its global reach. In the last 12 months the combined companies' revenues were approximately $1.1 billion. 2 ASA ensures that key business applications are available, perform optimally and can be rapidly recovered in the event of an outage. This enhances the service delivered to the business by the information technology (IT) organization and significantly improves business productivity and return on investment in IT assets. Currently, many customers are using both sets of products and obtaining the value of their interoperability. The combined product lines will provide customers: o Reduced management complexity by providing tailored infrastructure, application and, ultimately, business process views across the distributed enterprise for service level management o Enhanced interoperability through synergistic product capabilities, alignment, functionality and integration o Superior customer service via an enhanced global distribution and support network o Additional technology innovation through the combined company's extensive expertise and talent pool Detailed integration roadmaps will be published within 30 days following the acquisition closing date. "The critical mass of this combination, coupled with the strong vision demonstrated by both companies ensures the new entity will be a major player in the enterprise management marketplace," said Herb Vanhook, senior program director at META Group. "This combination makes tremendous sense from product and business perspectives." Company Backgrounds BMC Software, Inc. is the leader in delivering Application Service Assurance (ASA) solutions - enterprise-level software that supports and improves the availability, performance and recovery of critical applications and data in complex computing environments. BMC Software is the world's 12th largest independent software vendor, a Forbes 500 company and a member of the S&P 500, with revenues exceeding $730 million in fiscal 1998. The company is headquartered in Houston, Texas, with offices worldwide. For more information, please call 800-841-2031 or 713-918-8800 or visit BMC Software on the Web at www.bmc.com. Boole & Babbage is a worldwide leader in availability and service level management for distributed systems. Its Enterprise Automation product lines provide a management solution for the entire IT enterprise that encompasses systems, applications, middleware, databases and Web technologies. Founded in 1967, Boole & Babbage is the oldest publicly traded independent software vendor in the systems management industry and today is approximately a $225 million company with 930 employees in 43 offices in 26 countries. Corporate headquarters are located in San Jose, California. For more information, visit Boole & Babbage on the Web at www.boole.com or call 800-544-2152. This news release contains both historical information and forward-looking information. Numerous important factors affect the companies' operating results and could cause the 3 companies' actual results to differ materially from the results indicated by this press release or by any other forward looking statements made by, or on behalf of, the companies, and there can be no assurance that future results will meet expectations, estimates or projections. These factors include, but are not limited to, the following: 1) BMC Software and Boole & Babbage's revenues and earnings are subject to a number of factors, including the significant percentage of quarterly sales typically closed at the end of each quarter, that make estimation of operating results prior to the end of a quarter extremely uncertain; 2) competition for BMC Software and Boole & Babbage's products are increasing for both the open systems and the mainframe database utility products; 3) international results have been volatile over the last two years; 4) BMC Software and Boole & Babbage continue to increasingly depend on large enterprise license transactions as an integral part of their core mainframe and distributed systems businesses; 5) the uncertainties of whether new software products and product strategies will be successful; 6) the high degree of difficulty of integrating different software products and technologies and the general risks associated with mergers of high technology companies, including the potential loss of key personnel and cultural conflicts; and 7) the additional risks and important factors described in BMC Software and Boole and Babbage's Annual Reports to Stockholders on Forms 10-K and 10- Q and other filings with the SEC. Note to interested parties: BMC Software has scheduled a conference call for 9:00 a.m. EST today to discuss the transaction. Interested parties may participate by calling (847) 413-3586. BMC Software, the BMC Software logo, and PATROL are registered trademarks or trademarks of BMC Software, Inc. in the USA and in other select countries. Boole & Babbage and COMMAND/POST are registered trademarks of Boole & Babbage, Inc.(R) and (TM) indicate USA registration or USA trademark. Other logos and product/trade names mentioned are registered trademarks or trademarks of their respective companies. BMC Software and Boole & Babbage are Equal Opportunity Employers. -----END PRIVACY-ENHANCED MESSAGE-----