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): July 28, 2009

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Stockholders of BMC Software, Inc. (the "Company") held on July 28, 2009, an amendment to the Company's 2007 Incentive Plan to increase the number of shares of the Company's common stock reserved for issuance under such plan by 8,000,000 shares was approved by the Company's stockholders. A copy of the amendment is filed as an exhibit to this Current Report on Form 8-K.

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.
July 28, 2009	By:	Christopher C. Chaffin
		Name: Christopher C. Chaffin
		Title: VP, Deputy General Counsel & Assistant Secretary

Exhibit Index

Exhibit No.	Description
10.33(c)	Second Amendment to BMC Software, Inc. 2007 Incentive Plan

EX-10.33(C)

SECOND AMENDMENT TO THE
BMC SOFTWARE, INC. 2007 INCENTIVE PLAN

THIS RESTATED SECOND AMENDMENT is made on this 15th of July 2009, by BMC Software, Inc., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the “Company”).

WITNESSETH:

WHEREAS, the Company maintains the BMC Software, Inc. 2007 Incentive Plan (the “Plan”), effective as of June 15, 2007; and

WHEREAS, the Company desires to amend the Plan to increase the number of shares available for issuance under the Plan.

NOW, THEREFORE, effective as of July 15, 2009, the Plan is hereby amended by substituting “Twenty-Six Million, Two Hundred and Fifty Thousand (26,250,000)” in lieu of “Eighteen Million, Two Hundred and Fifty Thousand (18,250,000)” in Section 2.2.

Notwithstanding the foregoing, the adoption of this Second Amendment is subject to the approval of the stockholders of the Company. In the event that the stockholders of the Company fail to approve such adoption within twelve months of the date of the adoption of the Second Amendment by the Board of Directors of the Company, the adoption of this Second Amendment shall be null and void.

This Restated Second Amendment supersedes the Second Amendment dated as of April 29, 2009, which has not become effective and is of no effect.

Except as specifically amended hereby, the Plan shall remain in full force and effect as prior to this Restated Second Amendment.

IN WITNESS WHEREOF, the Company has caused this Restated Second Amendment to be executed on the date first written above.

BMC SOFTWARE, INC.

By:/s/ MICHAEL A. VESCUSO
Title: Senior Vice President, Administration