0001193125-13-373142.txt : 20130920 0001193125-13-373142.hdr.sgml : 20130920 20130920143203 ACCESSION NUMBER: 0001193125-13-373142 CONFORMED SUBMISSION TYPE: POSASR PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130920 DATE AS OF CHANGE: 20130920 EFFECTIVENESS DATE: 20130920 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: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-177533 FILM NUMBER: 131107644 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 POSASR 1 d601227dposasr.htm POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

Registration No. 333-177533

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST EFFECTIVE

AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT NO. 333-177533

UNDER

THE SECURITIES ACT OF 1933

 

 

BMC SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   74-2126120
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification No.)

2101 CityWest Boulevard

Houston, Texas 77042-2827

(713) 918-8800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Christopher C. Chaffin

Vice President, Deputy General Counsel & Assistant 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)

 

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

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):

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

 

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (the “Post-Effective Amendment”) relates to the following Registration on Form S-3 (the “Registration Statement”) of BMC Software, Inc. (the “Registrant”):

 

  •   Registration Statement No. 333-177533, filed October 26, 2011, pertaining to the registration of an unspecified amount of Debt Securities, Preferred Stock and Common Stock to be offered at indeterminate prices.

On September 10, 2013, the Registrant completed its previously announced merger (the “Merger”) with Boxer Merger Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of Boxer Parent Company Inc. (“Parent”), pursuant to that certain Agreement and Plan of Merger, dated as of May 6, 2013 and amended as of July 24, 2013, by and among the Registrant, Parent and Merger Sub. The Registrant was the surviving corporation in the Merger and, as a result of the Merger, has become a wholly-owned subsidiary of Parent.

As a Result of the Merger, the Registrant has terminated any offerings of securities pursuant to the Registration Statement. In accordance with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a Post-Effective Amendment, any of the securities that had been registered for issuance but that remain unsold at the termination of the offering, the Registrant hereby removes from registration any securities of the Registrant registered but unsold under the Registration Statement as of the date hereof.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, BMC Software, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 20th day of September, 2013.

 

BMC SOFTWARE, INC
By:  

/s/ Christopher C. Chaffin

Name:   Christopher C. Chaffin
Title:   Vice President, Deputy General Counsel & Asst. Secretary

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.