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<TITLE>Form 8-K</TITLE>
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<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P align="center" style="font-size: 18pt"><B>FORM 8-K</B>

<P align="center" style="font-size: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P align="center" style="font-size: 10pt"><B>Date of Report (Date of earliest event reported): May 6, 2009</B>

<P align="center">

<P align="center" style="font-size: 24pt"><B>Borland Software Corporation<BR></B>
<FONT style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</FONT>

<TABLE border="0" width="100%" cellspacing="0" cellpadding="0" style="font-size: 10pt; text-align: center">
<TR>
    <TD width="32%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="33%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="32%">&nbsp;</TD>
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<TR valign="bottom">
    <TD style="border-bottom: 1px solid #000000"><B>Delaware</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>001-10824</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>94-2895440</B></TD>
</TR>
<TR valign="top">
    <TD>(State or other Jurisdiction of Incorporation)</TD>
    <TD>&nbsp;</TD>
    <TD>(Commission File Number)</TD>
    <TD>&nbsp;</TD>
    <TD>(IRS Employer Identification No.)</TD>
</TR>
</TABLE>

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<TR>
    <TD width="49%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="49%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD style="border-bottom: 1px solid #000000"><B>8310 North Capital of Texas Highway,<BR>Building 2, Suite 100, Austin, Texas<BR></B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>78731</B></TD>
</TR>
<TR valign="top">
    <TD>(Address of Principal Executive Offices)</TD>
    <TD>&nbsp;</TD>
    <TD>(Zip Code)</TD>
</TR>
</TABLE>

<P align="center" style="font-size: 10pt">Registrant&#146;s telephone number, including area code: <B>(512) 340-2200</B>


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    <TD nowrap style="border-bottom: 1px solid #000000"><B>Not Applicable</B></TD>
</TR>
<TR>
    <TD nowrap>(Former name or former address if changed since last report.)</TD>
</TR>
</TABLE>

<P align="left" style="font-size: 10pt">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:

<P align="left" style="font-size: 10pt">
<FONT face="Wingdings">&#111;</FONT> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<BR><BR>
<FONT face="Wingdings">&#254;</FONT> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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<P align="center" style="font-size: 10pt; display: none">1
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<P align="left" style="font-size: 10pt"><B>ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT</B>


<P align="left" style="font-size: 10pt"><B><I>Merger Agreement</I></B>


<P align="left" style="font-size: 10pt; text-indent: 3%">On May&nbsp;5, 2009, Borland Software Corporation, a Delaware corporation (&#147;<B>Borland</B>&#148;) entered into an Agreement and
Plan of Merger (the &#147;<B>Merger Agreement</B>&#148;) with Bentley Merger Sub, Inc., a Delaware corporation (&#147;<B>Merger Sub</B>&#148;), Micro
Focus International plc, a company organized under the laws of England and Wales (&#147;<B>PLC</B>&#148;) and Micro Focus (US), Inc., a
Delaware corporation (&#147;<B>Parent</B>&#148;, and together with Merger Sub and PLC, &#147;<B>Micro Focus</B>&#148;), pursuant to which Merger Sub is
to merge with and into Borland (the &#147;<B>Merger</B>&#148;). As a result of the Merger, the separate corporate existence of Merger
Sub will cease and Borland will continue as the surviving
corporation. At the effective time of the Merger (the
&#147;<B>Effective Time</B>&#148;), each share
of common stock of Borland (other than shares owned by Borland and Micro Focus and dissenting shares) will be converted
into the right to receive $1.00 in cash, and at the closing, all outstanding vested options to acquire Company common stock having a per-share
exercise price less than $1.00 that are fully vested at the closing shall be converted into the right to receive $1.00 cash less the exercise price of such
option. The aggregate transaction value of the Merger is approximately $75&nbsp;million.


<P align="left" style="font-size: 10pt; text-indent: 3%">The Board of Directors of Borland (the &#147;<B>Board of Directors</B>&#148;) unanimously approved the Merger and the Merger
Agreement at a meeting on May&nbsp;5, 2009, and directed that the Merger Agreement be submitted to Borland&#146;s
stockholders for approval.


<P align="left" style="font-size: 10pt; text-indent: 3%">The transaction is expected to close by the beginning of the third quarter of 2009. The proposed transaction is
subject to the approval of Borland&#146;s stockholders, the approval of PLC&#146;s shareholders and other customary conditions to
closing, including (i)&nbsp;Borland&#146;s production of evidence
reasonably satisfactory to PLC that, immediately prior to the
Effective Time, Borland has cash and
cash equivalents of not less than $122,500,000 in the aggregate, and (ii)&nbsp;not more than the holders of 10% of Borland&#146;s
outstanding shares of common stock have exercised dissenter&#146;s rights. Either party will have a right to terminate the
Merger Agreement if the Merger is not closed on or prior to November&nbsp;5, 2009.


<P align="left" style="font-size: 10pt; text-indent: 3%">The Merger Agreement contains a &#147;no-shop&#148; provision pursuant to which Borland is restricted in its ability to
solicit, initiate, encourage or facilitate an acquisition proposal from a third party. Borland is permitted to provide
information and participate in discussions with respect to acquisition proposals that the Board of Directors determines
in good faith, after consultation with its outside legal counsel, are superior or reasonably likely to be superior to
the terms of the Merger. Borland is obligated to provide Micro Focus with notification of any acquisition proposal or
inquiry and Borland&#146;s intention to take any action with respect to an acquisition proposal.


<P align="left" style="font-size: 10pt; text-indent: 3%">The Merger Agreement contains certain termination rights. Upon the termination of the Merger Agreement under
specified circumstances, Borland may be required to pay Micro Focus a termination fee of $3.0&nbsp;million. Borland will be
obligated to reimburse the expenses of Micro Focus in connection with the Merger, up to $1.5&nbsp;million, under certain
circumstances if Borland&#146;s stockholders do not approve the Merger. Borland&#146;s aggregate obligation to pay a termination
fee and reimburse the expenses of Micro Focus will in no event exceed $3.0&nbsp;million. Micro Focus will be obligated to
reimburse the expenses of Borland in connection with the Merger, up to $1.5&nbsp;million, under certain circumstances if
Micro Focus&#146;s shareholders do not approve the Merger. The Merger Agreement also includes other representations,
warranties, covenants and conditions that are customary for transactions of this type.


<P align="left" style="font-size: 10pt; text-indent: 3%">A copy of the Merger Agreement is attached hereto as Exhibit&nbsp;2.2 and is incorporated herein by reference. The
foregoing summary of the Merger Agreement is not intended to be complete and is qualified in its entirety by the full
text of the Merger Agreement.


<P align="left" style="font-size: 10pt"><B><I>Rights Amendment</I></B>


<P align="left" style="font-size: 10pt; text-indent: 3%">Immediately prior to the execution of the Merger Agreement, on May&nbsp;5, 2009, Borland entered into an Amendment (the
&#147;<B>Amendment</B>&#148;) to its Rights Agreement, dated as of October&nbsp;26, 2001, between Borland and Mellon Investor Services LLC
(the &#147;<B>Rights Agreement</B>&#148;), for the purpose of amending the Rights Agreement to render it inapplicable to the Merger
Agreement, the Merger and the other transactions contemplated thereby.


<P align="left" style="font-size: 10pt; text-indent: 3%">A copy of the Amendment is attached hereto as Exhibit&nbsp;4.6 and is incorporated herein by reference.


<P align="left" style="font-size: 10pt"><B>ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS</B>


<P align="left" style="font-size: 10pt; text-indent: 3%">Please see the disclosure set forth under &#147;Item&nbsp;1.01 Entry into a Material Definitive Agreement&#148; which is
incorporated by reference into this Item&nbsp;3.03.

<P align="center" style="font-size: 10pt; text-indent: 3%">&nbsp;

<P align="center" style="font-size: 10pt; display: none">2
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<P align="left" style="font-size: 10pt"><B>ITEM 8.01 OTHER EVENTS</B>


<P align="left" style="font-size: 10pt; text-indent: 3%">On May&nbsp;6, 2009, Borland issued a press release announcing the execution of the Merger Agreement.


<P align="left" style="font-size: 10pt; text-indent: 3%">A copy of the press release is furnished as Exhibit&nbsp;99.1.


<P align="left" style="font-size: 10pt"><B>Important Additional Information</B>


<P align="left" style="font-size: 10pt">All parties desiring details regarding the transaction are urged to review the definitive agreement when it is
available on the Securities and Exchange Commission&#146;s website at <U>http://www.sec.gov</U>. In connection with the
proposed transaction, Borland will file with the SEC a proxy statement, and Borland plans to file with the SEC other
documents regarding the proposed transaction. <B>INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT
AND OTHER FILED DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION</B>. Shareholders will be able to obtain a free-of-charge copy of the proxy statement (when
available) and other relevant documents filed with the SEC from the SEC&#146;s website at <U>http://www.sec.gov</U>.
Shareholders will also be able to obtain a free-of-charge copy of the proxy statement and other relevant documents
(when available) by directing a request by mail or telephone to Borland, 8310 North Capital of Texas Highway, Building
2 Suite&nbsp;100, Austin, TX 78731, Attention: Investor Relations, Telephone: (512)&nbsp;340-1364, or from Borland&#146;s website,
<U>http://www.borland.com</U>. Borland and certain of its directors, executive officers and other members of
management and employees may, under the rules of the SEC, be deemed to be &#147;participants&#148; in the solicitation of proxies
from shareholders of Borland in favor of the proposed merger. Information regarding Borland&#146;s directors and executive
officers is contained in Borland&#146;s annual proxy statement filed with the SEC on April&nbsp;8, 2009. Additional information
regarding the interests of such potential participants will be included in the proxy statement and the other relevant
documents filed with the SEC (when available).


<P align="left" style="font-size: 10pt"><B>Forward-Looking Statements</B>


<P align="left" style="font-size: 10pt">This document contains certain forward-looking statements about Borland that are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or implied in the forward-looking statements.
These factors include, but are not limited to, (1)&nbsp;the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement; (2)&nbsp;the outcome of any legal proceedings that may be
instituted against Borland and others following announcement of the transaction or the merger agreement; (3)&nbsp;the
inability to complete the merger due to the failure to satisfy conditions to completion of the merger; (4)&nbsp;the risk
that the proposed&nbsp;transaction disrupts current plans and operations and the potential difficulties in employee
retention as a result of the merger; and (5)&nbsp;other risks that are set forth in the &#147;Risk Factors,&#148; &#147;Legal Proceedings&#148;
and &#147;Management Discussion and Analysis of Results of Operations and Financial Condition&#148; sections of Borland&#146;s SEC
filings. Many of the factors that will determine the outcome of the merger are beyond Borland&#146;s ability to control or
predict. Borland undertakes no obligation to revise or update any forward-looking statements, or to make any other
forward-looking statements, whether as a result of new information, future events or otherwise.


<P align="left" style="font-size: 10pt"><B>ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS</B>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="16%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="79%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;No.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Exhibits</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Agreement and Plan of Merger, dated as of May&nbsp;5, 2009, by and
among Borland Software Corporation, Bentley Merger Sub, Inc.,
Micro Focus International plc and Micro Focus (US), Inc.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment to the Rights Agreement, dated as of May&nbsp;5, 2009, by
and&nbsp;between Borland Software Corporation and Mellon Investor
Services LLC, as rights Agent.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Press Release dated May&nbsp;6, 2009.</TD>
</TR>
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</TABLE>
</DIV>

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<P align="center" style="font-size: 10pt; display: none">3
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<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt; text-indent: 3%">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.



<P align="left" style="margin-left:46%; font-size: 10pt">Borland Software Corporation


<P align="left" style="font-size: 10pt">May&nbsp;6, 2009



<P align="left" style="margin-left:46%; font-size: 10pt; margin-top: -11pt">By: <U><B><I>/</I></B><I>s/ Erik E. Prusch&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</I></U>
<BR>
Name: Erik E. Prusch
<BR>
Title: President &#038; CEO

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<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="16%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="79%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;No.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Exhibits</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Agreement and Plan of Merger, dated as of May&nbsp;5, 2009, by and
among Borland Software Corporation, Bentley Merger Sub, Inc.,
Micro Focus International plc and Micro Focus (US), Inc.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment to the Rights Agreement, dated as of May&nbsp;5, 2009, by
and&nbsp;between Borland Software Corporation and Mellon Investor
Services LLC, as rights Agent.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Press Release dated May&nbsp;6, 2009.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


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<P align="center" style="font-size: 10pt; display: none">5




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Form 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): May 6, 2009
Borland Software Corporation
(Exact name of registrant as specified in its charter)
Delaware
001-10824
94-2895440
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
8310 North Capital of Texas Highway,
Building 2, Suite 100, Austin, Texas
78731
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:
(512) 340-2200
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Merger Agreement
On May 5, 2009, Borland Software Corporation, a Delaware corporation ("
Borland
") entered into an Agreement and
Plan of Merger (the "
Merger Agreement
") with Bentley Merger Sub, Inc., a Delaware corporation ("
Merger Sub
"), Micro
Focus International plc, a company organized under the laws of England and Wales ("
PLC
") and Micro Focus (US), Inc., a
Delaware corporation ("
Parent
", and together with Merger Sub and PLC, "
Micro Focus
"), pursuant to which Merger Sub is
to merge with and into Borland (the "
Merger
"). As a result of the Merger, the separate corporate existence of Merger
Sub will cease and Borland will continue as the surviving
corporation. At the effective time of the Merger (the
"
Effective Time
"), each share
of common stock of Borland (other than shares owned by Borland and Micro Focus and dissenting shares) will be converted
into the right to receive $1.00 in cash, and at the closing, all outstanding vested options to acquire Company common stock having a per-share
exercise price less than $1.00 that are fully vested at the closing shall be converted into the right to receive $1.00 cash less the exercise price of such
option. The aggregate transaction value of the Merger is approximately $75 million.
The Board of Directors of Borland (the "
Board of Directors
") unanimously approved the Merger and the Merger
Agreement at a meeting on May 5, 2009, and directed that the Merger Agreement be submitted to Borland's
stockholders for approval.
The transaction is expected to close by the beginning of the third quarter of 2009. The proposed transaction is
subject to the approval of Borland's stockholders, the approval of PLC's shareholders and other customary conditions to
closing, including (i) Borland's production of evidence
reasonably satisfactory to PLC that, immediately prior to the
Effective Time, Borland has cash and
cash equivalents of not less than $122,500,000 in the aggregate, and (ii) not more than the holders of 10% of Borland's
outstanding shares of common stock have exercised dissenter's rights. Either party will have a right to terminate the
Merger Agreement if the Merger is not closed on or prior to November 5, 2009.
The Merger Agreement contains a "no-shop" provision pursuant to which Borland is restricted in its ability to
solicit, initiate, encourage or facilitate an acquisition proposal from a third party. Borland is permitted to provide
information and participate in discussions with respect to acquisition proposals that the Board of Directors determines
in good faith, after consultation with its outside legal counsel, are superior or reasonably likely to be superior to
the terms of the Merger. Borland is obligated to provide Micro Focus with notification of any acquisition proposal or
inquiry and Borland's intention to take any action with respect to an acquisition proposal.
The Merger Agreement contains certain termination rights. Upon the termination of the Merger Agreement under
specified circumstances, Borland may be required to pay Micro Focus a termination fee of $3.0 million. Borland will be
obligated to reimburse the expenses of Micro Focus in connection with the Merger, up to $1.5 million, under certain
circumstances if Borland's stockholders do not approve the Merger. Borland's aggregate obligation to pay a termination
fee and reimburse the expenses of Micro Focus will in no event exceed $3.0 million. Micro Focus will be obligated to
reimburse the expenses of Borland in connection with the Merger, up to $1.5 million, under certain circumstances if
Micro Focus's shareholders do not approve the Merger. The Merger Agreement also includes other representations,
warranties, covenants and conditions that are customary for transactions of this type.
A copy of the Merger Agreement is attached hereto as Exhibit 2.2 and is incorporated herein by reference. The
foregoing summary of the Merger Agreement is not intended to be complete and is qualified in its entirety by the full
text of the Merger Agreement.
Rights Amendment
Immediately prior to the execution of the Merger Agreement, on May 5, 2009, Borland entered into an Amendment (the
"
Amendment
") to its Rights Agreement, dated as of October 26, 2001, between Borland and Mellon Investor Services LLC
(the "
Rights Agreement
"), for the purpose of amending the Rights Agreement to render it inapplicable to the Merger
Agreement, the Merger and the other transactions contemplated thereby.
A copy of the Amendment is attached hereto as Exhibit 4.6 and is incorporated herein by reference.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
Please see the disclosure set forth under "Item 1.01 Entry into a Material Definitive Agreement" which is
incorporated by reference into this Item 3.03.
ITEM 8.01 OTHER EVENTS
On May 6, 2009, Borland issued a press release announcing the execution of the Merger Agreement.
A copy of the press release is furnished as Exhibit 99.1.
Important Additional Information
All parties desiring details regarding the transaction are urged to review the definitive agreement when it is
available on the Securities and Exchange Commission's website at
http://www.sec.gov
. In connection with the
proposed transaction, Borland will file with the SEC a proxy statement, and Borland plans to file with the SEC other
documents regarding the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT
AND OTHER FILED DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION
. Shareholders will be able to obtain a free-of-charge copy of the proxy statement (when
available) and other relevant documents filed with the SEC from the SEC's website at
http://www.sec.gov
.
Shareholders will also be able to obtain a free-of-charge copy of the proxy statement and other relevant documents
(when available) by directing a request by mail or telephone to Borland, 8310 North Capital of Texas Highway, Building
2 Suite 100, Austin, TX 78731, Attention: Investor Relations, Telephone: (512) 340-1364, or from Borland's website,
http://www.borland.com
. Borland and certain of its directors, executive officers and other members of
management and employees may, under the rules of the SEC, be deemed to be "participants" in the solicitation of proxies
from shareholders of Borland in favor of the proposed merger. Information regarding Borland's directors and executive
officers is contained in Borland's annual proxy statement filed with the SEC on April 8, 2009. Additional information
regarding the interests of such potential participants will be included in the proxy statement and the other relevant
documents filed with the SEC (when available).
Forward-Looking Statements
This document contains certain forward-looking statements about Borland that are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or implied in the forward-looking statements.
These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that may be
instituted against Borland and others following announcement of the transaction or the merger agreement; (3) the
inability to complete the merger due to the failure to satisfy conditions to completion of the merger; (4) the risk
that the proposed transaction disrupts current plans and operations and the potential difficulties in employee
retention as a result of the merger; and (5) other risks that are set forth in the "Risk Factors," "Legal Proceedings"
and "Management Discussion and Analysis of Results of Operations and Financial Condition" sections of Borland's SEC
filings. Many of the factors that will determine the outcome of the merger are beyond Borland's ability to control or
predict. Borland undertakes no obligation to revise or update any forward-looking statements, or to make any other
forward-looking statements, whether as a result of new information, future events or otherwise.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No.
Exhibits
2.2
Agreement and Plan of Merger, dated as of May 5, 2009, by and
among Borland Software Corporation, Bentley Merger Sub, Inc.,
Micro Focus International plc and Micro Focus (US), Inc.
4.6
Amendment to the Rights Agreement, dated as of May 5, 2009, by
and between Borland Software Corporation and Mellon Investor
Services LLC, as rights Agent.
99.1
Press Release dated May 6, 2009.
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.
Borland Software Corporation
May 6, 2009
By:
/
s/ Erik E. Prusch
Name: Erik E. Prusch
Title: President & CEO
EXHIBIT INDEX
Exhibit No.
Exhibits
2.2
Agreement and Plan of Merger, dated as of May 5, 2009, by and
among Borland Software Corporation, Bentley Merger Sub, Inc.,
Micro Focus International plc and Micro Focus (US), Inc.
4.6
Amendment to the Rights Agreement, dated as of May 5, 2009, by
and between Borland Software Corporation and Mellon Investor
Services LLC, as rights Agent.
99.1
Press Release dated May 6, 2009.