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): October 24, 2007

BMC Software, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-16393	74-2126120
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2101 CityWest Blvd., Houston, Texas		77042
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 713-918-8800

Not Applicable
______________________________________________
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 24, 2007, our Board of Directors (the "Board") amended our Amended and Restated Bylaws (as amended, the "Bylaws") in order to comply with changes to New York Stock Exchange listing requirements. Effective January 1, 2008, companies listed on the Exchange are required to be eligible to participate in the Direct Registration System administered by the Depository Trust Company. The following description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the amendments filed herewith as Exhibit 3.5:

a) Section 5.1 is amended to (i) apply only to those stockholders owning shares represented by certificates and (ii) to permit the continued validity of any previously issued certificates that were signed by an officer, transfer agent or registrar that has ceased to serve in such capacity. Prior to this amendment, Section 5.1 entitled each stockholder to a certificate.

b) Section 5.2 is amended to (i) permit transfers of shares of stock on autho rization by the registered holder, by a power of attorney, through proper endorsement of the certificate, or under a stock power. Prior to this amendment, Section 5.2 required transfers of shares to be made only on the transfer books of the company, but was silent as to the method by which shares could be transferred.

c) Section 5.4 is amended to (i) permit the Board to require the owner of a lost, stolen, destroyed or mutilated certificate to give the company a bond in the sum or form as determined to be sufficient by the Board to indemnify the company against any claim that may be made on account of the loss, theft, destruction or mutilation of the certificate or the issuance of a new certificate, and (ii) to permit the Board to refuse issuance of any such new certificate except pursuant to legal proceedings under the laws of the State of Delaware.

d) Section 5.6 is amended (i) to permit the registration of certificated and uncertificated shares of stock of the company, and (ii) to permi t the Board to appoint any officers of the company to appoint independent transfer agents and registrars and to require that certificates for shares of stock to bear the signature of any of them. Prior to this amendment, Section 5.6 stated that the issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board may establish.

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.
October 25, 2007	By:	Christopher C. Chaffin
		Name: Christopher C. Chaffin
		Title: Sr. Legal Counsel & Assistant Secretary

Exhibit Index

Exhibit No.	Description
3.5	Amendment No. 1 to Amended and Restated Bylaws

EX-3.5

Amendment No. 1 to Amended and Restated Bylaws of BMC Software, Inc.

This Amendment No. 1 to the Amended and Restated Bylaws (the “Bylaws”) of BMC Software, Inc. (the “Corporation”) was adopted by the Board of Directors of the Corporation on October 24, 2007. Sections 5.1, 5.2, 5.4 and 5.6 of the Bylaws are hereby replaced and restated in their entirety with the following:

           Section 5.1      Certificates of Stock.  Each holder of stock in the Corporation that is represented by certificates shall be entitled to have a numbered certificate in such form as shall be approved by the Board of Directors, certifying the number of shares owned by him and signed in the name of the Corporation by the Chairman of the Board or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.  Any or all the signatures on the certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

           Section 5.2      Transfers of Stock.  Transfers of shares of stock of the Corporation shall be made on the stock records of the Corporation only upon authorization by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or with a transfer agent or transfer clerk, and, if the shares are certificated, on surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power with reasonable assurances given that such endorsement is genuine and that all taxes thereon have been paid. 

           Section 5.4      Lost Certificates.  The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, or which shall have been mutilated, and the Board of Directors may, in its discretion, require the owner of the lost, stolen, destroyed or mutilated certificate, or his legal representative, to give the Corporation a bond, limited or unlimited, in such sum and in such form and with such surety or sureties as the Board of Directors in its absolute discretion shall determine is sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, destruction or mutilation of any such certificate, or the issuance of a new certificate.  Anything herein to the contrary notwithstanding, the Board of Directors in its absolute discretion may refuse to issue any such new certificate except pursuant to legal proceedings under the laws of the State of Delaware.

           Section 5.6      Rules and Regulations.  The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, the Certificate of Incorporation or the laws of the State of Delaware, as it may deem expedient concerning the issuance, transfer and registration of certificated and uncertificated shares of stock of the Corporation.  The Board of Directors may appoint, or authorize any officer or officers of the Corporation to appoint, one or more independent transfer agents and one or more independent registrars, and may require all certificates for shares of stock to bear the signature or signatures of any of them.