-----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, FaoPdAUn2C2Mb4StBuOgIGLJak/bGvZfXrgr+G8Nwt0fXa0UoRnB4pf2fQtgZVaw ymRSbO+kN4cg9M35iPhjeQ== 0001181431-10-027166.txt : 20100517 0001181431-10-027166.hdr.sgml : 20100517 20100517074706 ACCESSION NUMBER: 0001181431-10-027166 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100513 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100517 DATE AS OF CHANGE: 20100517 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: 1934 Act SEC FILE NUMBER: 001-16393 FILM NUMBER: 10835760 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 rrd275932.htm Prepared By R.R. Donnelley Financial -- 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):  05/13/2010
 
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 Employer
incorporation)
  
Identification No.)
 
2101 CityWest Blvd.
Houston, TX 77042-2827
(Address of principal executive offices, including zip code)
 
713-918-8800
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
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:
[  ]   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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On May 13, 2010, the Board of Directors (the "Board") of BMC Software, Inc. (the "Company") increased the size of the Board from nine directors to eleven directors effective May 17, 2010, as permitted by the Company's Amended and Restated Bylaws. The Board also appointed Mark J. Hawkins and Stephan A. James as directors of the Company effective May 17, 2010. Messrs. Hawkins and James were not appointed to any Board committees at this time.

Messrs. Hawkins and James will be compensated in accordance with the compensation program for the Company's non-employee directors, as described in the Company's proxy statement filed with the Securities and Exchange Commission on June 24, 2009. Accordingly, upon their appointment to the Board, they each received an initial award of 1,355 RSUs (based on an annual RSU value of $288,000 prorated) which vest in full as of the date of the Company's 2010 Annual Meeting of Stockholders. The Company will enter into an indemnification agreement with each of Messrs. Hawki ns and James, the form of which was previously publicly filed as Exhibit 10.11 to the Company's 10-K for the year ended March 31, 1995.

There are no arrangements or understandings between Mr. Hawkins or Mr. James and any other person pursuant to which either of them were appointed as a director of the Company. There are no transactions in which Mr. Hawkins or Mr. James has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The Company issued press releases on May 17, 2010 announcing the appointment of Messrs. Hawkins and James to the Board. Copies of these press releases are filed as exhibits to this Current Report.

 
 
Item 9.01.    Financial Statements and Exhibits
 
Exhibit No.       Exhibit Description
99.1             Press Release issued by BMC Software, Inc. on May 17, 2010
99.2             Press Release issued by BMC Software, Inc. on May 17, 2010
 

 

SIGNATURES
 
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: May 17, 2010
     
By:
 
/s/    Christopher C. Chaffin
               
Christopher C. Chaffin
               
VP, Deputy General Counsel & Asst. Secretary
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-99.1
  
Press Release issued by BMC Software, Inc. on May 17, 2010
EX-99.2
  
Press Release issued by BMC Software, Inc. on May 17, 2010
EX-99.1 2 rrd275932_32142.htm PRESS RELEASE ISSUED BY BMC SOFTWARE, INC. ON MAY 17, 2010 BMC Public Relations

Mark Hawkins Joins BMC Software Board of Directors

HOUSTON, May 17, 2010 - BMC Software (NASDAQ: BMC) announced today that Mark J. Hawkins will join its board of directors, effective immediately.

Mr. Hawkins brings 15 years of senior executive experience in the technology industry to the BMC Software Board of Directors. Currently, he is executive vice president and chief financial officer at Autodesk. Prior to joining Autodesk, Hawkins was employed by Logitech International as chief financial officer and senior vice president for finance and information technology.

Earlier in his career, Mr. Hawkins spent 6 years at Dell, rising to the rank of vice president of finance for the company's worldwide procurement and logistics organization.

"Mark is an experienced and dynamic executive who has extensive global financial management experience in the technology industry," said Bob Beauchamp, BMC's chairman and chief executive officer. "He also brings the insights gained from having managed IT for years in large companies. This dual-track experience in finance and IT was very attractive to BMC. We look forward to welcoming Mark's expertise and independent voice to BMC's board of directors."

Mr. Hawkins said: "BMC Software has a very strong reputation for its approach to financial management and reporting. Validating the company's clear commitment to transparency and shareholder value, the 2010 Institutional Investor survey of the sell-side investor community named BMC's chief financial officer the most effective and trusted CFO in the software sector. Bob Beauchamp and the board of directors have set a very high bar for what it means to do business both with and at BMC, and I'm looking forward to being a part of the company's continued growth and leadership."

Mr. Hawkins holds a bachelor's degree in Operations Management from Michigan State University, as well as an MBA in Finance from the University of Colorado.

Business runs on IT. IT runs on BMC Software.

Business thrives when IT runs smarter, faster and stronger. That's why the most demanding IT organizations in the world rely on BMC Software across both distributed and mainframe environments. Recognized as the leader in Business Service Management, BMC offers a comprehensive approach and unified platform that helps IT organizations cut cost, reduce risk and drive business profit. For the four fiscal quarters ended March 31, 2010, BMC revenue was approximately $1.91 billion. Visit www.bmc.com for more information.

###

BMC, BMC Software, and the BMC Software logo are the exclusive properties of BMC Software Inc., are registered with the U.S. Patent and Trademark Office, and may be registered or pending registration in other countries. All other BMC trademarks, service marks, and logos may be registered or pending registration in the U.S. or in other countries. All other trademarks or registered trademarks are the property of their respective owners. © Copyright 2010 BMC Software, Inc.

EX-99.2 3 rrd275932_32143.htm PRESS RELEASE ISSUED BY BMC SOFTWARE, INC. ON MAY 17, 2010 BMC Public Relations

Stephan James Joins BMC Software Board of Directors

HOUSTON, May 17, 2010 - BMC Software (NASDAQ: BMC) announced today that Stephan A. "Steve" James will join its board of directors, effective immediately.

Mr. James brings many years of senior executive experience in the technology industry to the BMC Software Board of Directors. Most recently, he was Accenture's international chairman, a role that was preceded by tenure as chief operating officer and as managing partner for the firm's Resources Operating Group and Financial Services Operating Group.

Mr. James started his career at Accenture in 1968, rising rapidly through the ranks of the firm.

"Steve consistently displayed exceptional leadership on a long career at Accenture," said Bob Beauchamp, BMC's chairman and chief executive officer. "He was a major force behind Accenture's rise to become the $20 billion-plus global leader it is today. We believe Steve will be a very strong and independent member of BMC's board of directors."

Mr. James said: "BMC Software is a company that has repeatedly shown its prescience, agility, and ability to out-execute its competition. I'm really looking forward to being a part of BMC's future."

Mr. James currently is a member of two other boards of directors: Fidelity National Information Services and Navigant Consulting. He is a past member of the board of directors for Accenture, CDW and Metavante. Mr. James holds a bachelor's degree in Business Administration from the University of Texas.

Business runs on IT. IT runs on BMC Software.

Business thrives when IT runs smarter, faster and stronger. That's why the most demanding IT organizations in the world rely on BMC Software across both distributed and mainframe environments. Recognized as the leader in Business Service Management, BMC offers a comprehensive approach and unified platform that helps IT organizations cut cost, reduce risk and drive business profit. For the four fiscal quarters ended March 31, 2010, BMC revenue was approximately $1.91 billion. Visit www.bmc.com for more information.

###

BMC, BMC Software, and the BMC Software logo are the exclusive properties of BMC Software Inc., are registered with the U.S. Patent and Trademark Office, and may be registered or pending registration in other countries. All other BMC trademarks, service marks, and logos may be registered or pending registration in the U.S. or in other countries. All other trademarks or registered trademarks are the property of their respective owners. © Copyright 2010 BMC Software, Inc.

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