content: <PAGE>
  
                        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): December 3, 1999
                                                    (November 19, 1999)
  
  
                                 BEA SYSTEMS, INC.
             --------------------------------------------------------
              (Exact Name of Registrant as Specified in its Charter)
  
  
                                     DELAWARE
                 ------------------------------------------------
                  (State or Other Jurisdiction of Incorporation)
  
  
               0-22369                                     77-0394711
        ------------------------              ------------------------------------
        (Commission File Number)              (I.R.S. Employer Identification No.)
  
  
  
            2315 North First Street, San Jose, CA               95131
         ------------------------------------------------------------------
            (Address of Principal Executive Offices)          (Zip Code)
  
  
                                  (408) 570-8000
              ------------------------------------------------------
               (Registrant's Telephone Number, Including Area Code)
  
  
                                  Not Applicable
          ---------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
  <PAGE>
  
                       INFORMATION TO BE INCLUDED IN REPORT
  
  Item 2.  Acquisition or Disposition of Assets.
  
       On November 19, 1999, pursuant to the Agreement and Plan of Merger, dated
  as of November 10, 1999, by and among BEA Systems, Inc. (the "Registrant"), BEA
  Acquisition Corp., a Delaware corporation ("BEAAC") and The Theory Center, Inc.,
  a privately held Delaware corporation ("TTC") (the "Agreement"), the Registrant
  completed the merger of BEAAC, a wholly-owned subsidiary of the Registrant, with
  and into TTC, with TTC being the surviving corporation of the merger and
  becoming a wholly-owned subsidiary of the Registrant. The transaction was closed
  on November 19, 1999 and is being accounted for as a purchase transaction.
  
       As consideration for the transaction, the Registrant issued 1,817,707
  shares (at $.001 par value per share) of the Registrant's common stock in
  exchange for certain outstanding shares of capital stock of TTC, subject to the
  withholding of 10.5% of such shares in escrow in accordance with the terms of
  the Agreement.  The 1,817,707 shares of the Registrant's common stock issued in
  consideration does not give effect to the Registrant's 2-for-1 stock split with
  respect to the Registrant's common stock to be effected as of the close of
  business on December 19, 1999 for holders of record on November 19, 1999.  At
  the effective time of the merger, certain outstanding options and warrants to
  purchase shares of TTC common stock were automatically converted into options
  and warrants to purchase the Registrant's common stock based upon the conversion
  factor set forth in the Agreement with corresponding adjustment to their
  respective exercise prices.  Effective upon the merger, each outstanding share
  of BEAAC's common stock was automatically converted into one share of TTC common
  stock.
  
       The Registrant currently intends that the TTC business will continue to be
  operated in its current manner. Certain of the assets of TTC were used in the
  development and support of TTC's component technology products for e-commerce,
  including integration software, application servers, and professional services,
  and the Registrant currently intends to use such assets in substantially the
  same manner.
  
       The total value of consideration paid for the purchase transaction was
  determined based on arm's length negotiations between the Registrant and TTC,
  which took into account TTC's financial position, operating history, products,
  intellecutal property and other factors relating to TTC's business and certain
  income tax aspects of the transaction.  There are no material relationships
  between TTC and either of the Registrant or BEAAC.
  <PAGE>
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
  (a)  Financial Statements of Businesses Acquired
       -------------------------------------------
  
       It is impractical for Registrant to file the required financial statements
       at this time. Registrant intends to file with the Securities and Exchange
       Commission such financial statements within 60 days of the filing date of
       this report.
  
  (b)  Pro Forma Financial Information
       -------------------------------
  
       See response to Item 7(a).
  
  (c)  Exhibits
       --------
  
       The Exhibit Index appearing on page 4 is incorporated herein by reference.
  
  
                                    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.
  
  
                                BEA SYSTEMS, INC.
                                (the Registrant)
  
  
                                By: /s/ Steve L. Brown
                                   ----------------------------------
                                   Steve L. Brown
                                   Executive Vice President,
                                   Chief Financial Officer and Secretary
  
  Dated:  December 3, 1999
  <PAGE>
  
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
                                                                               Sequentially
          Exhibit                                                                Numbered
           Number                          Description                             Page
          -------                          -----------                         ------------
  <S>                       <C>                                         <C>
  
            2.1             Agreement and Plan of Merger by and among                6
                            BEA Systems, Inc., BEA Acquisition Corp.,
                            and The Theory Center, Inc.
  </TABLE>
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text: 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): December 3, 1999
                                                    (November 19, 1999)
  
                                 BEA SYSTEMS, INC.
             --------------------------------------------------------
              (Exact Name of Registrant as Specified in its Charter)
  
                                     DELAWARE
                 ------------------------------------------------
                  (State or Other Jurisdiction of Incorporation)
  
               0-22369                                     77-0394711
        ------------------------              ------------------------------------
        (Commission File Number)              (I.R.S. Employer Identification No.)
  
            2315 North First Street, San Jose, CA               95131
         ------------------------------------------------------------------
            (Address of Principal Executive Offices)          (Zip Code)
  
                                  (408) 570-8000
              ------------------------------------------------------
               (Registrant's Telephone Number, Including Area Code)
  
                                  Not Applicable
          ---------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
  INFORMATION TO BE INCLUDED IN REPORT
  
  Item 2.  Acquisition or Disposition of Assets.
  
       On November 19, 1999, pursuant to the Agreement and Plan of Merger, dated
  as of November 10, 1999, by and among BEA Systems, Inc. (the "Registrant"), BEA
  Acquisition Corp., a Delaware corporation ("BEAAC") and The Theory Center, Inc.,
  a privately held Delaware corporation ("TTC") (the "Agreement"), the Registrant
  completed the merger of BEAAC, a wholly-owned subsidiary of the Registrant, with
  and into TTC, with TTC being the surviving corporation of the merger and
  becoming a wholly-owned subsidiary of the Registrant. The transaction was closed
  on November 19, 1999 and is being accounted for as a purchase transaction.
  
       As consideration for the transaction, the Registrant issued 1,817,707
  shares (at $.001 par value per share) of the Registrant's common stock in
  exchange for certain outstanding shares of capital stock of TTC, subject to the
  withholding of 10.5% of such shares in escrow in accordance with the terms of
  the Agreement.  The 1,817,707 shares of the Registrant's common stock issued in
  consideration does not give effect to the Registrant's 2-for-1 stock split with
  respect to the Registrant's common stock to be effected as of the close of
  business on December 19, 1999 for holders of record on November 19, 1999.  At
  the effective time of the merger, certain outstanding options and warrants to
  purchase shares of TTC common stock were automatically converted into options
  and warrants to purchase the Registrant's common stock based upon the conversion
  factor set forth in the Agreement with corresponding adjustment to their
  respective exercise prices.  Effective upon the merger, each outstanding share
  of BEAAC's common stock was automatically converted into one share of TTC common
  stock.
  
       The Registrant currently intends that the TTC business will continue to be
  operated in its current manner. Certain of the assets of TTC were used in the
  development and support of TTC's component technology products for e-commerce,
  including integration software, application servers, and professional services,
  and the Registrant currently intends to use such assets in substantially the
  same manner.
  
       The total value of consideration paid for the purchase transaction was
  determined based on arm's length negotiations between the Registrant and TTC,
  which took into account TTC's financial position, operating history, products,
  intellecutal property and other factors relating to TTC's business and certain
  income tax aspects of the transaction.  There are no material relationships
  between TTC and either of the Registrant or BEAAC.
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
  (a)  Financial Statements of Businesses Acquired
       -------------------------------------------
  
       It is impractical for Registrant to file the required financial statements
       at this time. Registrant intends to file with the Securities and Exchange
       Commission such financial statements within 60 days of the filing date of
       this report.
  
  (b)  Pro Forma Financial Information
       -------------------------------
  
       See response to Item 7(a).
  
  (c)  Exhibits
       --------
  
       The Exhibit Index appearing on page 4 is incorporated herein by reference.
  
                                    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.
  
                                BEA SYSTEMS, INC.
                                (the Registrant)
  
                                By: /s/ Steve L. Brown
                                   ----------------------------------
                                   Steve L. Brown
                                   Executive Vice President,
                                   Chief Financial Officer and Secretary
  
  Dated:  December 3, 1999
  EXHIBIT INDEX
  Sequentially
          Exhibit                                                                Numbered
           Number                          Description                             Page
          -------                          -----------                         ------------
  2.1             Agreement and Plan of Merger by and among                6
                            BEA Systems, Inc., BEA Acquisition Corp.,
                            and The Theory Center, Inc.