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<TITLE>Borland Software Corporation Form S-8 Registration Statement June 1, 2001
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     <TD><P ALIGN="LEFT"><B>As
filed with the Securities and Exchange Commission on June 1, 2001</b></p></td></tr>
<tr>
     <td><p align="right"><b>Registration Statement No. 333-</B></P></TD></tr>
<tr>     <td><hr size=2></td>
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<P ALIGN=CENTER><b><big><A NAME="formS8060101">SECURITIES AND EXCHANGE COMMISSION</a></big><br>
WASHINGTON, D.C. 20549</b> </P>

<hr size=1 width=40%>

<P ALIGN=CENTER><b><big><big>FORM S-8</big></big><br>REGISTRATION STATEMENT UNDER<br>THE SECURITIES ACT OF 1933</b> </P>

<hr size=1 width=40%>

<P ALIGN=CENTER><b><big><big>BORLAND SOFTWARE CORPORATION</big></big></b><br>(Exact Name of Registrant as Specified in
Its Charter)</P>

<hr size=1 width=40%>
<TABLE align=center CELLPADDING="0" CELLSPACING="0" BORDER="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
     <TH COLSPAN="1"></TH>
     <TH COLSPAN="1"></TH>
     <TH COLSPAN="1"></TH></TR>
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     <TD WIDTH="45%" ALIGN="center"><b>Delaware</b></TD>
     <TD WIDTH="20%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="35%" ALIGN="center"><b>94-2895440</b></TD>
</tr>
<TR VALIGN="top">
     <TD ALIGN="center">(State or Other Jurisdiction of Incorporation or Organization)</TD><TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="center">(I.R.S. Employer Identification No.)</TD></TR>
</TABLE>

<P ALIGN="center"><b>100 ENTERPRISE WAY<br>SCOTTS VALLEY, CALIFORNIA 95066-3249</b><br>(Address of
Principal Executive Offices) (Zip Code) </P>


<P ALIGN=CENTER><b><big>Borland Software Corporation 1997 Stock Option Plan</big></b><br>(Full Title of the
Plan) </P>

<P ALIGN=CENTER><b>Keith E. Gottfried, Esq.<br>Senior Vice President-Law and Corporate
Affairs, General Counsel and Corporate Secretary<br>Borland Software Corporation<br>100
Enterprise Way<br>Scotts Valley, California 95066-3249</b> <br>(Name and Address, Including Zip
Code, of Agent For Service)</P>

<P ALIGN=CENTER><b>(831) 431-1000</b><br>(Telephone Number, Including Area Code, of Agent For
Service) </P>

<P ALIGN="LEFT">This Registration Statement shall become effective immediately upon
filing with the Securities and Exchange Commission in accordance with Section 8(a) of the
Securities Act of 1933, as amended, and Rule 462 thereunder. </P>

<TABLE CELLPADDING="0" CELLSPACING="0" BORDER="0" WIDTH="760">
<TR VALIGN="BOTTOM">
     <TH COLSPAN="8">CALCULATION OF REGISTRATION FEE</TH>
</TR>
<TR VALIGN="BOTTOM">
     <TD COLSPAN="8"><hr size=2></td>
</TR>
<TR VALIGN="BOTTOM">
     <TD Width="42%" ALIGN="LEFT">Title Of Securities To Be Registered (1)</TD>
     <TD Width="13%" ALIGN="center">Amount To Be Registered (2)</TD>
     <TD Width="2%" ALIGN="LEFT">&nbsp;</TD>
     <TD Width="13%" ALIGN="center">Proposed Maximum Offering Price Per Share (3)</TD>
     <TD Width="2%" ALIGN="LEFT">&nbsp;</TD>
     <TD Width="13%" ALIGN="center">Proposed Maximum Aggregate Offering Price</TD>
     <TD Width="2%" ALIGN="LEFT">&nbsp;</TD>
     <TD Width="13%" ALIGN="center">Amount Of Registration Fee</TD></tr>
<TR VALIGN="BOTTOM">
     <TD COLSPAN="8"><hr size=1></TD>
</TR>
<TR VALIGN="BOTTOM">
     <TD ALIGN="LEFT">Common Stock, par value $0.01 per share</TD>
     <TD ALIGN="center">3,000,000 shares</TD>
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="center">$10.06</TD>
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="center">$30,180,000</TD>
     <TD ALIGN="LEFT">&nbsp;</TD>
     <TD ALIGN="center">$7,545</TD></tr>
<TR VALIGN="BOTTOM">
     <TD COLSPAN="8"><hr size=2></TD>
</TR>
</TABLE>

<P ALIGN="LEFT">(1) Represents the Registrant's shares of Common Stock (and the
associated preferred stock purchase rights under the Stockholder Rights Plan, dated as of
December 20, 1991 and as amended as of February 6, 2000 and June 8, 2000, between Borland
Software Corporation and Mellon Investor Services, L.L.C., as successor to Manufacturers
Hanover Trust Company of California) (the shares of common stock, together with such
rights, the "Shares") that may be issued upon exercise of options outstanding or
hereafter granted under the Borland Software Corporation 1997 Stock Option Plan,
including Shares that may be issued in place of terminated or expired options.
<br>(2) Pursuant to Rule 416(a), this Registration Statement also covers any
additional securities that may be offered or issued in connection with any stock split,
stock dividend, recapitalization or other similar transaction effected without receipt of
consideration which results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
<br>(3) Estimated pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, solely for purposes of calculating the registration fee. The price is
computed based upon the average of the high and low prices of the Common Stock as
reported on The Nasdaq Stock Market&reg; on May 24, 2001.</P>

<hr>


<P ALIGN=CENTER><b>PART II</b> </P>

<P ALIGN=CENTER><b>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</b> </P>

<P ALIGN="LEFT"><B>Item 3. Incorporation of Documents by Reference.</B></P>

     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Borland Software
Corporation (the &#147;Registrant&#148;) hereby incorporates by reference in
this Registration Statement the following documents and information heretofor
filed by the Registrant (Commission File Number 0-16096) with the Securities and
Exchange Commission (the &#147;Commission&#148;): </P>

     <TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
          <TR VALIGN="TOP">
               <TD ALIGN="RIGHT" WIDTH="6%">(a)</TD>
               <TD ALIGN="LEFT" WIDTH="3%">&nbsp;</TD>
               <TD WIDTH="91%"><P ALIGN="LEFT">
          The Registrant&#146;s Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000, as filed with the Commission on March 29, 2001. </P></TD>
          </TR>
          </TABLE>
          <BR>

     <TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
          <TR VALIGN="TOP">
               <TD ALIGN="RIGHT" WIDTH="6%">(b)</TD>
               <TD ALIGN="LEFT" WIDTH="3%">&nbsp;</TD>
               <TD WIDTH="91%"><P ALIGN="LEFT">
          The Registrant&#146;s Quarterly report on Form 10-Q for the quarter ended March
          31, 2001, as filed with the Commission on May 4, 2001. </P></TD>
          </TR>
          </TABLE>
          <BR>

     <TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
          <TR VALIGN="TOP">
               <TD ALIGN="RIGHT" WIDTH="6%">(c)</TD>
               <TD ALIGN="LEFT" WIDTH="3%">&nbsp;</TD>
               <TD WIDTH="91%"><P ALIGN="LEFT">
          All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
          Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), since the end
          of the fiscal year covered by the Registrant document referred to in (a) above. </P></TD>
          </TR>
          </TABLE>
          <BR>

     <TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
          <TR VALIGN="TOP">
               <TD ALIGN="RIGHT" WIDTH="6%">(d)</TD>
               <TD ALIGN="LEFT" WIDTH="3%">&nbsp;</TD>
               <TD WIDTH="91%"><P ALIGN="LEFT">
          The description of the Registrant&#146;s Common Stock contained in its
          Registration Statement on Form 10 filed with the Commission on July 29, 1987
          under Section 12(g) of the Exchange Act, including any amendment or report filed
          for the purpose of updating such description. </P></TD>
          </TR>
          </TABLE>
          <BR>

     <TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
          <TR VALIGN="TOP">
               <TD ALIGN="RIGHT" WIDTH="6%">(e)</TD>
               <TD ALIGN="LEFT" WIDTH="3%">&nbsp;</TD>
               <TD WIDTH="91%"><P ALIGN="LEFT">
          The description of the Registrant&#146;s Preferred Share Purchase Rights
          contained in its Registration Statement on Form 8-A filed with the Commission on
          December 27, 1991 under Section 12(g) of the Exchange Act, including any
          amendment or report filed for the purpose of updating such description. </P></TD>
          </TR>
          </TABLE>
          <BR>

     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part of this Registration Statement from the date of filing of such
documents. </P>

     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement
contained in a document incorporated in this Registration Statement by reference
shall be deemed to be modified or superseded for the purpose of this
Registration Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also is
or is deemed to be incorporated in this Registration Statement by reference
modifies or replaces such statement. </P>

     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain
information contained in this Registration Statement summarizes, is based upon,
or refers to, information contained in one or more exhibits to this Registration
Statement. Accordingly, the information contained herein is qualified in its
entirety by reference to such documents and should be read in conjunction
therewith. </P>

<P ALIGN="LEFT"><B>Item 4. Description of Securities.</B></P>

     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The class of
securities to be offered is registered under Section 12 of the Exchange Act. </P>

<P ALIGN="LEFT"><B>Item 5. Interests of Named Experts and Counsel.</B></P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. </P>

<P ALIGN="LEFT"><B>Item 6. Indemnification of Directors and Officers.</B></P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 145 of the
Delaware General Corporation Law, as amended (the &#147;DGCL&#148;), authorizes a
corporation to indemnify a director or officer in any action against him, by reason of
the fact that he is a director or officer, against expenses, including attorneys&#146;fees,
judgments, fines and amounts paid in settlement by him if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of the  </P>

<P ALIGN="center">1 </P>
<hr>
<br>

<P ALIGN="LEFT">corporation, and, with respect to an action by or in the right of the
corporation, he is not adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation. While the relevant statute does not change
directors &#147;duty of care,&#148; it enables corporations to limit available relief to
equitable remedies such as an injunction or rescission. The statute has no effect on
directors&#146;duty of loyalty, acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of dividends and
approval of any transaction from which a director derives an improper personal benefit.  </P>

     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant
has adopted provisions in its Restated Certificate of Incorporation which
provide that each person who is or was a director or officer of the Registrant
or who is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified by the Registrant to the fullest
extent authorized by the DGCL. The By-Laws of the Registrant provide that the
Registrant, to the maximum extent permitted by the DGCL, shall have the power to
indemnify any of its agents against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with any proceeding
or potential proceeding arising out of the relationship and, to the maximum
extent permitted by law, the Registrant shall have the power to advance the
agent&#146;s reasonable defense expenses in any such proceeding. </P>

     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant
maintains, on behalf of its directors and officers, insurance protection against
certain liabilities arising out of the discharge of their duties, as well as
insurance covering the Registrant for indemnification payments made to its
directors and officers for certain liabilities. The premiums for such insurance
are paid by the Registrant. </P>

     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board of
Directors has approved, and the Registrant has entered into, certain agreements
(the &#147;Indemnification Agreements&#148;) with its directors and certain of
its officers. In addition, the Board has authorized the Registrant to enter into
similar agreements with future directors and officers and has declared it the
policy of the Registrant to enter into such agreements. </P>

     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Indemnification Agreement provides, in effect, that the Registrant shall
indemnify the director or officer whenever the Registrant is legally permitted
to do so. Directors and officers must be found to have met the relevant
standards of conduct to be entitled to indemnification. If, pursuant to the
Indemnification Agreements or otherwise, the Registrant is required to make
payments in respect of its indemnification obligations in excess of or not
covered by the Registrant&#146;s officers&#146; and directors&#146; liability
insurance, such payments could materially adversely affect the Registrant. </P>

<P ALIGN="LEFT"><B>Item 7. Exemption From Registration Claimed.</B></P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</p>

<P ALIGN="LEFT"><B>Item 8. Exhibits.</B></P>


<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">4.1</TD>
     <TD><P ALIGN="LEFT">
Restated Certificate of Incorporation of the Registrant dated January 19, 2001,
incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K,
as filed with the Commission on January 30, 2001. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">4.2</TD>
     <TD><P ALIGN="LEFT">
Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 99.2
to the Registrant's Current Report on Form 8-K, as filed with the Commission on January
30, 2001. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">4.3</TD>
     <TD><P ALIGN="LEFT">
Rights Agreement, dated as of December 20, 1991, between the Registrant and Mellon
Investor Services, L.L.C., as Rights Agent and as the successor in interest to
Manufacturers Hanover Trust Company of California, and exhibits thereto, including,
Exhibit A, the Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock, and Exhibit B, the Form of Rights Certificate,
incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form
8-A, as filed with the Commission on December 27, 1991. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">4.4</TD>
     <TD><P ALIGN="LEFT">
Amendment No. 1, dated as of February 6, 2000, to the Rights Agreement, dated as of
December 20, 1991, between the Registrant and Mellon Investor Services, L.L.C., as Rights
Agent, incorporated by reference to Exhibit 2 to Amendment No. 1 to the Registrant's
Registration Statement on Form 8-A, as filed with the Commission on February 11, 2000. </P></TD>
</TR>
</TABLE>
<BR>

<P ALIGN="center">2 </P>
<hr>
<br>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">4.5</TD>
     <TD><P ALIGN="LEFT">
Amendment No. 2, dated as of June 28, 2000, to the Rights Agreement, dated as of December
20, 1991, between the Registrant and Mellon Investor Services, L.L.C., as Rights Agent,
incorporated by reference to Exhibit 8 to Amendment No. 2 to the Registrant's
Registration Statement on Form 8-A, as filed with the Commission on June 29, 2000. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">4.6</TD>
     <TD><P ALIGN="LEFT">
<A HREF="forms8exh4-6_060101.htm">Amendment No. 2 to the Borland Software Corporation 1997 Stock Option Plan.* </a></P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">4.7</TD>
     <TD><P ALIGN="LEFT">
Amendment No. 1 to the Borland Software Corporation 1997 Stock Option Plan incorporated
by reference to Exhibit 4.9 to the Registrant's Registration Statement on Form S-8, as
filed with the Commission on September 1, 2000. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">4.8</TD>
     <TD><P ALIGN="LEFT">
Borland Software Corporation 1997 Stock Option Plan, incorporated by reference to Exhibit
4.4 to the Registrant's Registration Statement on Form S-8, as filed with the Commission
on December 19, 1997. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">5</TD>
     <TD><P ALIGN="LEFT">
<A HREF="forms8exh5_060101.htm">Opinion of Skadden, Arps, Slate, Meagher &amp; Flom LLP as to the legality of the shares of
Common Stock being registered hereby. *</a> </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">23.1</TD>
     <TD><P ALIGN="LEFT">
Consent of Skadden, Arps, Slate, Meagher &amp; Flom LLP (included in Exhibit 5).</P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">23.2</TD>
     <TD><P ALIGN="LEFT">
<A HREF="forms8exh23-2_060101.htm">Consent of PricewaterhouseCoopers LLP. * </a></P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">24.1</TD>
     <TD><P ALIGN="LEFT">
Power of Attorney (included on the signature page of this Registration Statement). </P></TD>
</TR>
</TABLE>

<P ALIGN="LEFT"><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>
<br>* filed herewith </P>


<P ALIGN="LEFT"><B>Item 9. Undertakings.</B></P>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="RIGHT" WIDTH="6%">1. </TD>
     <TD ALIGN="LEFT" WIDTH="3%">&nbsp;</TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">The
undersigned Registrant hereby undertakes: </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="RIGHT" WIDTH="6%">(a) </TD>
     <TD ALIGN="LEFT" WIDTH="3%">&nbsp;</TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">To
file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:  </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="RIGHT" WIDTH="6%">&nbsp;</TD>
     <TD ALIGN="LEFT" WIDTH="3%">(i) </TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">To
include any prospectus required by Section 10(a)(3) of the Securities Act; </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="RIGHT" WIDTH="6%">&nbsp;</TD>
     <TD ALIGN="LEFT" WIDTH="3%">(ii)</TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">To
reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;  </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="RIGHT" WIDTH="6%">&nbsp;</TD>
     <TD ALIGN="LEFT" WIDTH="3%">(iii)</TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">To
include any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such information in the
Registration Statement;  </P></TD>
</TR>
</TABLE>
<BR>

<P ALIGN="LEFT"><u>provided,</u> <u>however,</u> that paragraphs (a)(i) and (a)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement. </P>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="RIGHT" WIDTH="6%">(b) </TD>
     <TD ALIGN="LEFT" WIDTH="3%">&nbsp;</TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">That,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.  </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="RIGHT" WIDTH="6%">(c) </TD>
     <TD ALIGN="LEFT" WIDTH="3%">&nbsp;</TD>
     <TD WIDTH="88%"><P ALIGN="LEFT">To
remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.  </P></TD>
</TR>
</TABLE>
<BR>

<P ALIGN="center">3 </P>
<hr>
<br>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="RIGHT" WIDTH="6%">2. </TD>
     <TD ALIGN="LEFT" WIDTH="3%">&nbsp;</TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"><u>Filing
incorporating subsequent Exchange Act documents by reference.</u> </P></TD>
</TR>
</TABLE>
<BR>

     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned
Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant&#146;s annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan&#146;s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. </P>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="RIGHT" WIDTH="6%">3. </TD>
     <TD ALIGN="LEFT" WIDTH="3%">&nbsp;</TD>
     <TD WIDTH="88%"><P ALIGN="LEFT"><u>Request
for acceleration of effective date or filing of registration statement on Form S-8.</u> </P></TD>
</TR>
</TABLE>
<BR>

     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue. </P>

<P ALIGN="center">4 </P>
<hr>
<br>


<P ALIGN=CENTER><b>SIGNATURES</b> </P>

     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the
requirements of the Securities Act of 1933, as amended, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Scotts Valley, State of California, on June 1, 2001. </P>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="RIGHT" WIDTH="40%"> &nbsp;</TD>
     <TD WIDTH="60%"><P ALIGN="LEFT"><b>BORLAND SOFTWARE CORPORATION</b> </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD ALIGN="RIGHT" WIDTH="40%">&nbsp;</TD>
     <TD ALIGN="left" WIDTH="5%">By:</TD>
     <TD WIDTH="55%"><P ALIGN="LEFT"><u>/s/ Keith
E. Gottfried&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><br>Keith E. Gottfried<br>Senior Vice President&#150;Law and Corporate Affairs,<br>
General Counsel and Corporate Secretary </P></TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><b>POWER OF ATTORNEY</b> </P>

     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL PERSONS
BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Dale L. Fuller, Frederick A. Ball and Keith E.
Gottfried, and each of them singly, as his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her in his or her name, place and stead, in any and all capabilities,
to file and sign any and all amendments and supplements to this Registration
Statement, including any and all pre- and post-effective amendments, and any and
all documents in connection therewith, and to file the same, with all exhibits
thereto, and any and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies, approves
and confirms all that his or her said attorney-in-fact and agent, or his or her
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Each of said attorneys-in-fact shall have the power to act hereunder with or
without the other. </P>

     <P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the
requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities indicated
on June 1, 2001. </P>


<TABLE CELLPADDING="0" CELLSPACING="0" BORDER="0" WIDTH="100%">
<TR VALIGN="BOTTOM">
     <TH COLSPAN="2"></TH>
     <TH COLSPAN="2"></TH></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT"><u>Signature</u></TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT"><u>Title</u></TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="left">&nbsp;&nbsp;&nbsp;</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT">&nbsp;&nbsp;&nbsp;/s/ William F. Miller</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">Chairman of the Board and Director</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT"><hr size=1 noshade></TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="left">&nbsp;&nbsp;&nbsp;William F. Miller</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT">&nbsp;&nbsp;&nbsp;/s/ Robert H. Kohn</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;<br>Vice Chairman of the Board and Director</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT"><hr size=1 noshade></TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="left">&nbsp;&nbsp;&nbsp;Robert H. Kohn</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT">&nbsp;&nbsp;&nbsp;/s/ Dale L. Fuller</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">President, Chief Executive Officer <br>and Director (Principal Executive Officer)</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT"><hr size=1 noshade></TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="left">&nbsp;&nbsp;&nbsp;Dale L. Fuller</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT">&nbsp;&nbsp;&nbsp;/s/ Frederick A. Ball</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">Senior Vice President and Chief Financial <br>Officer (Principal Financial and Accounting Officer)</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT"><hr size=1 noshade></TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="left">&nbsp;&nbsp;&nbsp;Frederick A. Ball</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT">&nbsp;&nbsp;&nbsp;/s/ Robert Dickerson</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;<br>Director</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT"><hr size=1 noshade></TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="left">&nbsp;&nbsp;&nbsp;Robert Dickerson</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT">&nbsp;&nbsp;&nbsp;/s/ William K. Hooper</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;<br>Director</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT"><hr size=1 noshade></TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="left">&nbsp;&nbsp;&nbsp;William K. Hooper</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT">&nbsp;&nbsp;&nbsp;/s/ John R. Kasich</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;<br>Director</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="LEFT"><hr size=1 noshade></TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="35%" ALIGN="left">&nbsp;&nbsp;&nbsp;John R. Kasich</TD>
     <TD WIDTH="5%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="58%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
</TABLE>

<P ALIGN="center">5 </P>
<hr>
<br>


<P ALIGN=CENTER><b>EXHIBIT INDEX</b> </P>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">4.1</TD>
     <TD><P ALIGN="LEFT">
Restated Certificate of Incorporation of the Registrant dated January 19, 2001,
incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K,
as filed with the Commission on January 30, 2001. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">4.2</TD>
     <TD><P ALIGN="LEFT">
Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 99.2
to the Registrant's Current Report on Form 8-K, as filed with the Commission on January
30, 2001. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">4.3</TD>
     <TD><P ALIGN="LEFT">
Rights Agreement, dated as of December 20, 1991, between the Registrant and Mellon
Investor Services, L.L.C., as Rights Agent and as the successor in interest to
Manufacturers Hanover Trust Company of California, and exhibits thereto, including,
Exhibit A, the Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock, and Exhibit B, the Form of Rights Certificate,
incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form
8-A, as filed with the Commission on December 27, 1991. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">4.4</TD>
     <TD><P ALIGN="LEFT">
Amendment No. 1, dated as of February 6, 2000, to the Rights Agreement, dated as of
December 20, 1991, between the Registrant and Mellon Investor Services, L.L.C., as Rights
Agent, incorporated by reference to Exhibit 2 to Amendment No. 1 to the Registrant's
Registration Statement on Form 8-A, as filed with the Commission on February 11, 2000. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">4.5</TD>
     <TD><P ALIGN="LEFT">
Amendment No. 2, dated as of June 28, 2000, to the Rights Agreement, dated as of December
20, 1991, between the Registrant and Mellon Investor Services, L.L.C., as Rights Agent,
incorporated by reference to Exhibit 8 to Amendment No. 2 to the Registrant's
Registration Statement on Form 8-A, as filed with the Commission on June 29, 2000. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">4.6</TD>
     <TD><P ALIGN="LEFT">
<A HREF="forms8exh4-6_060101.htm">Amendment No. 2 to the Borland Software Corporation 1997 Stock Option Plan.* </a></P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">4.7</TD>
     <TD><P ALIGN="LEFT">
Amendment No. 1 to the Borland Software Corporation 1997 Stock Option Plan incorporated
by reference to Exhibit 4.9 to the Registrant's Registration Statement on Form S-8, as
filed with the Commission on September 1, 2000. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">4.8</TD>
     <TD><P ALIGN="LEFT">
Borland Software Corporation 1997 Stock Option Plan, incorporated by reference to Exhibit
4.4 to the Registrant's Registration Statement on Form S-8, as filed with the Commission
on December 19, 1997. </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">5</TD>
     <TD><P ALIGN="LEFT">
<A HREF="forms8exh5_060101.htm">Opinion of Skadden, Arps, Slate, Meagher &amp; Flom LLP as to the legality of the shares of
Common Stock being registered hereby. * </a></P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">23.1</TD>
     <TD><P ALIGN="LEFT">
Consent of Skadden, Arps, Slate, Meagher &amp; Flom LLP (included in Exhibit 5). </P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">23.2</TD>
     <TD><P ALIGN="LEFT">
<A HREF="forms8exh23-2_060101.htm">Consent of PricewaterhouseCoopers LLP. * </a></P></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH="100%" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="TOP">
     <TD WIDTH="6%">24.1</TD>
     <TD><P ALIGN="LEFT">
Power of Attorney (included on the signature page of this Registration Statement). </P></TD>
</TR>
</TABLE>

<P ALIGN="LEFT"><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>
<br>* filed herewith </P>

<P ALIGN="center">6 </P>

</body>
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{"company-data": {"conformed-name": "BORLAND SOFTWARE CORP", "cik": "0000853273", "assigned-sic": "7372", "irs-number": "942895440", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62118", "film-number": "1652805"}, "business-address": {"street1": "100 ENTERPRISE WAY", "city": "SCOTTS VALLEY", "state": "CA", "zip": "95066-3249", "phone": "8314311000"}, "mail-address": {"street1": "100 ENTERPRISE WAY", "city": "SCOTTS VALLEY", "state": "CA", "zip": "95066-3249"}, "former-company": [{"former-conformed-name": "INPRISE CORP", "date-changed": "19980813"}, {"former-conformed-name": "BORLAND INTERNATIONAL INC /DE/", "date-changed": "19920703"}, {"former-conformed-name": "BORLAND INTERNATIONAL DELAWARE INC", "date-changed": "19891011"}]}
Borland Software Corporation Form S-8 Registration Statement June 1, 2001
As
filed with the Securities and Exchange Commission on June 1, 2001
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BORLAND SOFTWARE CORPORATION
(Exact Name of Registrant as Specified in
Its Charter)
Delaware
94-2895440
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
100 ENTERPRISE WAY
SCOTTS VALLEY, CALIFORNIA 95066-3249
(Address of
Principal Executive Offices) (Zip Code)
Borland Software Corporation 1997 Stock Option Plan
(Full Title of the
Plan)
Keith E. Gottfried, Esq.
Senior Vice President-Law and Corporate
Affairs, General Counsel and Corporate Secretary
Borland Software Corporation
100
Enterprise Way
Scotts Valley, California 95066-3249
(Name and Address, Including Zip
Code, of Agent For Service)
(831) 431-1000
(Telephone Number, Including Area Code, of Agent For
Service)
This Registration Statement shall become effective immediately upon
filing with the Securities and Exchange Commission in accordance with Section 8(a) of the
Securities Act of 1933, as amended, and Rule 462 thereunder.
CALCULATION OF REGISTRATION FEE
Title Of Securities To Be Registered (1)
Amount To Be Registered (2)
Proposed Maximum Offering Price Per Share (3)
Proposed Maximum Aggregate Offering Price
Amount Of Registration Fee
Common Stock, par value $0.01 per share
3,000,000 shares
$10.06
$30,180,000
$7,545
(1) Represents the Registrant's shares of Common Stock (and the
associated preferred stock purchase rights under the Stockholder Rights Plan, dated as of
December 20, 1991 and as amended as of February 6, 2000 and June 8, 2000, between Borland
Software Corporation and Mellon Investor Services, L.L.C., as successor to Manufacturers
Hanover Trust Company of California) (the shares of common stock, together with such
rights, the "Shares") that may be issued upon exercise of options outstanding or
hereafter granted under the Borland Software Corporation 1997 Stock Option Plan,
including Shares that may be issued in place of terminated or expired options.
(2) Pursuant to Rule 416(a), this Registration Statement also covers any
additional securities that may be offered or issued in connection with any stock split,
stock dividend, recapitalization or other similar transaction effected without receipt of
consideration which results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
(3) Estimated pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, solely for purposes of calculating the registration fee. The price is
computed based upon the average of the high and low prices of the Common Stock as
reported on The Nasdaq Stock Market® on May 24, 2001.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Borland Software
Corporation (the "Registrant") hereby incorporates by reference in
this Registration Statement the following documents and information heretofor
filed by the Registrant (Commission File Number 0-16096) with the Securities and
Exchange Commission (the "Commission"):
(a)
The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000, as filed with the Commission on March 29, 2001.
(b)
The Registrant's Quarterly report on Form 10-Q for the quarter ended March
          31, 2001, as filed with the Commission on May 4, 2001.
(c)
All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), since the end
          of the fiscal year covered by the Registrant document referred to in (a) above.
(d)
The description of the Registrant's Common Stock contained in its
          Registration Statement on Form 10 filed with the Commission on July 29, 1987
          under Section 12(g) of the Exchange Act, including any amendment or report filed
          for the purpose of updating such description.
(e)
The description of the Registrant's Preferred Share Purchase Rights
          contained in its Registration Statement on Form 8-A filed with the Commission on
          December 27, 1991 under Section 12(g) of the Exchange Act, including any
          amendment or report filed for the purpose of updating such description.
All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part of this Registration Statement from the date of filing of such
documents.
Any statement
contained in a document incorporated in this Registration Statement by reference
shall be deemed to be modified or superseded for the purpose of this
Registration Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also is
or is deemed to be incorporated in this Registration Statement by reference
modifies or replaces such statement.
Certain
information contained in this Registration Statement summarizes, is based upon,
or refers to, information contained in one or more exhibits to this Registration
Statement. Accordingly, the information contained herein is qualified in its
entirety by reference to such documents and should be read in conjunction
therewith.
Item 4. Description of Securities.
The class of
securities to be offered is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the
Delaware General Corporation Law, as amended (the "DGCL"), authorizes a
corporation to indemnify a director or officer in any action against him, by reason of
the fact that he is a director or officer, against expenses, including attorneys'fees,
judgments, fines and amounts paid in settlement by him if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of the
1
corporation, and, with respect to an action by or in the right of the
corporation, he is not adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation. While the relevant statute does not change
directors "duty of care," it enables corporations to limit available relief to
equitable remedies such as an injunction or rescission. The statute has no effect on
directors'duty of loyalty, acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of dividends and
approval of any transaction from which a director derives an improper personal benefit.
The Registrant
has adopted provisions in its Restated Certificate of Incorporation which
provide that each person who is or was a director or officer of the Registrant
or who is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified by the Registrant to the fullest
extent authorized by the DGCL. The By-Laws of the Registrant provide that the
Registrant, to the maximum extent permitted by the DGCL, shall have the power to
indemnify any of its agents against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with any proceeding
or potential proceeding arising out of the relationship and, to the maximum
extent permitted by law, the Registrant shall have the power to advance the
agent's reasonable defense expenses in any such proceeding.
The Registrant
maintains, on behalf of its directors and officers, insurance protection against
certain liabilities arising out of the discharge of their duties, as well as
insurance covering the Registrant for indemnification payments made to its
directors and officers for certain liabilities. The premiums for such insurance
are paid by the Registrant.
The Board of
Directors has approved, and the Registrant has entered into, certain agreements
(the "Indemnification Agreements") with its directors and certain of
its officers. In addition, the Board has authorized the Registrant to enter into
similar agreements with future directors and officers and has declared it the
policy of the Registrant to enter into such agreements.
Each
Indemnification Agreement provides, in effect, that the Registrant shall
indemnify the director or officer whenever the Registrant is legally permitted
to do so. Directors and officers must be found to have met the relevant
standards of conduct to be entitled to indemnification. If, pursuant to the
Indemnification Agreements or otherwise, the Registrant is required to make
payments in respect of its indemnification obligations in excess of or not
covered by the Registrant's officers' and directors' liability
insurance, such payments could materially adversely affect the Registrant.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1
Restated Certificate of Incorporation of the Registrant dated January 19, 2001,
incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K,
as filed with the Commission on January 30, 2001.
4.2
Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 99.2
to the Registrant's Current Report on Form 8-K, as filed with the Commission on January
30, 2001.
4.3
Rights Agreement, dated as of December 20, 1991, between the Registrant and Mellon
Investor Services, L.L.C., as Rights Agent and as the successor in interest to
Manufacturers Hanover Trust Company of California, and exhibits thereto, including,
Exhibit A, the Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock, and Exhibit B, the Form of Rights Certificate,
incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form
8-A, as filed with the Commission on December 27, 1991.
4.4
Amendment No. 1, dated as of February 6, 2000, to the Rights Agreement, dated as of
December 20, 1991, between the Registrant and Mellon Investor Services, L.L.C., as Rights
Agent, incorporated by reference to Exhibit 2 to Amendment No. 1 to the Registrant's
Registration Statement on Form 8-A, as filed with the Commission on February 11, 2000.
2
4.5
Amendment No. 2, dated as of June 28, 2000, to the Rights Agreement, dated as of December
20, 1991, between the Registrant and Mellon Investor Services, L.L.C., as Rights Agent,
incorporated by reference to Exhibit 8 to Amendment No. 2 to the Registrant's
Registration Statement on Form 8-A, as filed with the Commission on June 29, 2000.
4.6
Amendment No. 2 to the Borland Software Corporation 1997 Stock Option Plan.*
4.7
Amendment No. 1 to the Borland Software Corporation 1997 Stock Option Plan incorporated
by reference to Exhibit 4.9 to the Registrant's Registration Statement on Form S-8, as
filed with the Commission on September 1, 2000.
4.8
Borland Software Corporation 1997 Stock Option Plan, incorporated by reference to Exhibit
4.4 to the Registrant's Registration Statement on Form S-8, as filed with the Commission
on December 19, 1997.
5
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to the legality of the shares of
Common Stock being registered hereby. *
23.1
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5).
23.2
Consent of PricewaterhouseCoopers LLP. *
24.1
Power of Attorney (included on the signature page of this Registration Statement).
* filed herewith
Item 9. Undertakings.
1.
The
undersigned Registrant hereby undertakes:
(a)
To
file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(i)
To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To
reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii)
To
include any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such information in the
Registration Statement;
provided,
however,
that paragraphs (a)(i) and (a)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(b)
That,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c)
To
remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
3
2.
Filing
incorporating subsequent Exchange Act documents by reference.
The undersigned
Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3.
Request
for acceleration of effective date or filing of registration statement on Form S-8.
Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
4
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Scotts Valley, State of California, on June 1, 2001.
BORLAND SOFTWARE CORPORATION
By:
/s/ Keith
E. Gottfried
Keith E. Gottfried
Senior Vice President–Law and Corporate Affairs,
General Counsel and Corporate Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS
BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Dale L. Fuller, Frederick A. Ball and Keith E.
Gottfried, and each of them singly, as his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her in his or her name, place and stead, in any and all capabilities,
to file and sign any and all amendments and supplements to this Registration
Statement, including any and all pre- and post-effective amendments, and any and
all documents in connection therewith, and to file the same, with all exhibits
thereto, and any and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies, approves
and confirms all that his or her said attorney-in-fact and agent, or his or her
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Each of said attorneys-in-fact shall have the power to act hereunder with or
without the other.
Pursuant to the
requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities indicated
on June 1, 2001.
Signature
Title
/s/ William F. Miller
Chairman of the Board and Director
William F. Miller
/s/ Robert H. Kohn
Vice Chairman of the Board and Director
Robert H. Kohn
/s/ Dale L. Fuller
President, Chief Executive Officer
and Director (Principal Executive Officer)
Dale L. Fuller
/s/ Frederick A. Ball
Senior Vice President and Chief Financial
Officer (Principal Financial and Accounting Officer)
Frederick A. Ball
/s/ Robert Dickerson
Director
Robert Dickerson
/s/ William K. Hooper
Director
William K. Hooper
/s/ John R. Kasich
Director
John R. Kasich
5
EXHIBIT INDEX
4.1
Restated Certificate of Incorporation of the Registrant dated January 19, 2001,
incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K,
as filed with the Commission on January 30, 2001.
4.2
Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 99.2
to the Registrant's Current Report on Form 8-K, as filed with the Commission on January
30, 2001.
4.3
Rights Agreement, dated as of December 20, 1991, between the Registrant and Mellon
Investor Services, L.L.C., as Rights Agent and as the successor in interest to
Manufacturers Hanover Trust Company of California, and exhibits thereto, including,
Exhibit A, the Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock, and Exhibit B, the Form of Rights Certificate,
incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form
8-A, as filed with the Commission on December 27, 1991.
4.4
Amendment No. 1, dated as of February 6, 2000, to the Rights Agreement, dated as of
December 20, 1991, between the Registrant and Mellon Investor Services, L.L.C., as Rights
Agent, incorporated by reference to Exhibit 2 to Amendment No. 1 to the Registrant's
Registration Statement on Form 8-A, as filed with the Commission on February 11, 2000.
4.5
Amendment No. 2, dated as of June 28, 2000, to the Rights Agreement, dated as of December
20, 1991, between the Registrant and Mellon Investor Services, L.L.C., as Rights Agent,
incorporated by reference to Exhibit 8 to Amendment No. 2 to the Registrant's
Registration Statement on Form 8-A, as filed with the Commission on June 29, 2000.
4.6
Amendment No. 2 to the Borland Software Corporation 1997 Stock Option Plan.*
4.7
Amendment No. 1 to the Borland Software Corporation 1997 Stock Option Plan incorporated
by reference to Exhibit 4.9 to the Registrant's Registration Statement on Form S-8, as
filed with the Commission on September 1, 2000.
4.8
Borland Software Corporation 1997 Stock Option Plan, incorporated by reference to Exhibit
4.4 to the Registrant's Registration Statement on Form S-8, as filed with the Commission
on December 19, 1997.
5
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to the legality of the shares of
Common Stock being registered hereby. *
23.1
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5).
23.2
Consent of PricewaterhouseCoopers LLP. *
24.1
Power of Attorney (included on the signature page of this Registration Statement).
* filed herewith
6