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BMC > SEC Filings for BMC > Form 8-K on 10-May-2013All Recent SEC Filings

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Form 8-K for BMC SOFTWARE INC


10-May-2013

Material Modification to Rights of Security Holders, Financial Statements and Ex


Item 3.03. Material Modification to Rights of Security Holders.

On May 10, 2013, BMC Software, Inc. (the "Company") entered into Amendment No. 2 (the "Rights Agreement Amendment") to the Rights Agreement, dated as of May 12, 2012 and as amended as of May 5, 2013, between the Company and Computershare Trust Company, N.A., as Rights Agent (the "Rights Agreement"). The Rights Agreement Amendment amends the Final Expiration Date (as defined in the Rights Agreement) of the Rights Agreement to mean the close of business on February 11, 2014. The Rights Agreement Amendment specifies that (1) none of Boxer Parent Company Inc. ("Parent"), Boxer Merger Sub Inc. ("Merger Sub"), or any of their Affiliates (as defined in the Rights Agreement) or Associates (as defined in the Rights Agreement), or any of the Guarantors (as defined in the Agreement and Plan of Merger, dated as of May 6, 2013, by and among Parent, Merger Sub and the Company (the "Merger Agreement")) or their subsidiaries, or Elliott Associates, L.P. or Elliott International, L.P. (together with Elliott Associates, L.P., "Elliott") or any of their Affiliates or Associates will be deemed to have become an Acquiring Person (as defined in the Rights Plan); (2) none of the Rights (as defined in the Rights Plan) shall become exercisable and no holder of any Rights shall be entitled to exercise such Rights under, or be entitled to any adjustments or rights pursuant to, any of Sections 3, 7, 11 or 13 of the Rights Agreement, in any such case by reason of the approval, execution or delivery of (a) the Merger Agreement or the consummation of any of the transactions contemplated thereby or (b) the Voting Agreement, dated as of May 4, 2013, by and among Parent, the Company and Elliott (as such agreement is amended or supplemented from time to time, the "Voting Agreement") or the consummation of any of the transactions contemplated thereby; and (3) nothing in the Rights Agreement will be construed to give any holder of Rights or any other person any legal or equitable rights, remedies or claims under the Rights Agreement by virtue of the approval, execution, delivery or performance of
(x) the Merger Agreement or the consummation of any of the transactions contemplated thereby or (y) the Voting Agreement or the consummation of any of the transactions contemplated thereby. The foregoing summary of the Rights Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Rights Agreement Amendment, which is filed as Exhibit 4.1 and is incorporated herein by reference.



Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

(d) Exhibits. The following exhibits are filed as part of this report:

4.1 Amendment No. 2 to the Rights Agreement, dated as of May 10, 2013, between the Company and Computershare Trust Company, N.A., as Rights Agent.


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