Post-effective Amendment to an Automatic Shelf Registration of Form S-3asr or Form F-3asr (posasr)
2013年9月21日 - 3:32AM
Edgar (US Regulatory)
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)
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Delaware
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74-2126120
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2101 CityWest Boulevard
Houston, Texas 77042-2827
(713) 918-8800
(Address, including zip code, and telephone number, including area code, of registrants 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.
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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.
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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):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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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):
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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.
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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.
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BMC SOFTWARE, INC
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By:
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/s/ Christopher C. Chaffin
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Name:
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Christopher C. Chaffin
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Title:
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Vice President, Deputy General Counsel & Asst. Secretary
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No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of
1933, as amended.
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