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Borland Software (BORL)

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This excerpt taken from the BORL DEFA14A filed Jul 7, 2009.

TABLE OF CONTENTS


	Page

INTRODUCTION		S-1
UPDATE TO THE SUMMARY TERM SHEET		S-3
Second Amendment to the Agreement and Plan of Merger		S-3
Recommendation of Our Board of Directors		S-3
Interests of Our Directors and Executive Officers in the Merger		S-3
UPDATE TO QUESTIONS AND ANSWERS ABOUT THE MERGER		S-4
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION		S-6
UPDATE TO PROPOSAL 1 — THE MERGER		S-7
Background of the Merger		S-7
Reasons for the Merger		S-8
Recommendation of Our Board of Directors		S-8
Interests of Our Directors and Executive Officers in the Merger		S-9
SUMMARY OF SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AGREEMENT		S-11
THE MERGER FINANCING AGREEMENT		S-12
WHERE YOU CAN FIND MORE INFORMATION		S-13
Annex A — Second Amendment to the Agreement and Plan of Merger		A-1

This excerpt taken from the BORL DEF 14A filed Apr 17, 2008.

TABLE OF CONTENTS


	Page

Information Concerning Solicitation and Voting		1
Proposal No. 1 — Approve a Proposal to Provide the Board of Directors with Discretion to Effect a Reverse Stock Split		5
Proposal No. 2 — Election of Directors		10
Director Compensation		12
Corporate Governance		14
Proposal No. 3 — Ratification of Selection of KPMG LLP as our Independent Registered Public Accounting Firm		21
Fees Paid to PriceWaterhouseCoopers LLP		21
Audit Committee Report		23
Executive Officers		25
Executive Officer Compensation		25
Compensation Discussion & Analysis		25
Compensation Committee Report		33
Summary Compensation Table		34
2007 Grants of Plan-Based Awards		36
Option Exercises Stock Vested		37
Outstanding Equity Awards at Fiscal Year End		37
Potential Payments Upon Termination or Change in Control		39
Compensation Committee Interlocks and Insider Participation		41
Certain Relationships and Related Transactions		41
Security Ownership of Certain Beneficial Owners and Management		43
Equity Compensation Plan Information		46
Section 16(a) Beneficial Ownership Reporting Compliance		47
Stockholder Proposals — 2009 Annual Meeting		48
Other Matters		48

These excerpts taken from the BORL 10-K filed Mar 7, 2008.

TABLE OF CONTENTS


		Page

PART I
ITEM 1.	BUSINESS		2
ITEM 1A.	RISK FACTORS		10
ITEM 1B.	UNRESOLVED STAFF COMMENTS		19
ITEM 2.	PROPERTIES		19
ITEM 3.	LEGAL PROCEEDINGS		20
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		20

PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		20
ITEM 6.	SELECTED FINANCIAL DATA		24
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		25
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		46
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		49
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		50
ITEM 9A.	CONTROLS AND PROCEDURES		50
ITEM 9B.	OTHER INFORMATION		51

PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		51
ITEM 11.	EXECUTIVE COMPENSATION		51
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		51
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		52
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		52

PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		52
	SIGNATURES		57
EXHIBIT 21.1
EXHIBIT 23.1
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

TABLE OF
CONTENTS


		Page

PART I
ITEM 1.	BUSINESS		2
ITEM 1A.	RISK FACTORS		10
ITEM 1B.	UNRESOLVED STAFF COMMENTS		19
ITEM 2.	PROPERTIES		19
ITEM 3.	LEGAL PROCEEDINGS		20
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		20

PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		20
ITEM 6.	SELECTED FINANCIAL DATA		24
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		25
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		46
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		49
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		50
ITEM 9A.	CONTROLS AND PROCEDURES		50
ITEM 9B.	OTHER INFORMATION		51

PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		51
ITEM 11.	EXECUTIVE COMPENSATION		51
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		51
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		52
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		52

PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		52
	SIGNATURES		57
EXHIBIT 21.1
EXHIBIT 23.1
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

This excerpt taken from the BORL DEF 14A filed Apr 30, 2007.

TABLE OF CONTENTS


	Page

Information Concerning Solicitation and Voting		1
Proposal No. 1 — Election of Directors		6
Nominees for Election		6
Director Compensation		8
Corporate Governance		10
Proposal No. 2 — Approval of Amendment to our 1999 Employee Stock Purchase Plan		16
Equity Compensation Plan Information		20
Proposal No. 3 — Ratification of Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm		22
Fees Paid to PricewaterhouseCoopers LLP		23
Audit Committee Report		24
Executive Officers		25
Executive Officer Compensation		25
Compensation Discussion & Analysis		25
Compensation Committee Report		34
Summary Compensation Table		35
2006 Grants of Plan-Based Awards		38
Option Exercises Stock Vested		39
Outstanding Equity Awards at Fiscal Year-End		40
Potential Payments Upon Termination or Change in Control		42
Compensation Committee Interlocks and Insider Participation		44
Certain Relationships and Related Person Transactions		44
Security Ownership of Certain Beneficial Owners and Management		45
Section 16(a) Beneficial Ownership Reporting Compliance		48
Stockholder Proposals — 2008 Annual Meeting		48
Other Matters		49

This excerpt taken from the BORL 10-K filed Mar 15, 2007.

TABLE OF CONTENTS


			Page

PART I
	ITEM 1.	BUSINESS		2
	ITEM 1A.	RISK FACTORS		10
	ITEM 1B.	UNRESOLVED STAFF COMMENTS		21
	ITEM 2.	PROPERTIES		21
	ITEM 3.	LEGAL PROCEEDINGS		22
	ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		22

PART II
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		22
	ITEM 6.	SELECTED FINANCIAL DATA		26
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		26
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		46
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		48
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		49
	ITEM 9A.	CONTROLS AND PROCEDURES		49
	ITEM 9B.	OTHER INFORMATION		51

PART III
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		51
	ITEM 11.	EXECUTIVE COMPENSATION		52
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		52
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		52
	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		52

PART IV
	ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		53
		SIGNATURES		59
EXHIBIT 10.95
EXHIBIT 10.97
EXHIBIT 21.1
EXHIBIT 23.1
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

This excerpt taken from the BORL 10-Q filed Nov 22, 2006.

TABLE OF CONTENTS


		PAGE
	PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	1

	Condensed Consolidated Balance Sheets at September 30, 2006 and December 31, 2005	1

	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2006 and 2005	2

	Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2006 and 2005	3

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2006 and 2005	4

	Notes to Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	36

	PART II OTHER INFORMATION

Item 1.	Legal Proceedings	37

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48

Item 3.	Defaults on Senior Securities	49

Item 4.	Submission of Matters to a Vote of Security Holders	49

Item 5.	Other Information	49

Item 6.	Exhibits	49

	Signatures	51

This excerpt taken from the BORL 10-Q filed Aug 14, 2006.

TABLE OF CONTENTS


		PAGE
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	1

	Condensed Consolidated Balance Sheets at June 30, 2006 and December 31, 2005	1

	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2006 and 2005	2

	Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2006 and 2005	3

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2006 and 2005	4

	Notes to Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	36

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	39

Item 1A.	Risk Factors	40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52

Item 3.	Defaults on Senior Securities	53

Item 4.	Submission of Matters to a Vote of Security Holders	53

Item 5.	Other Information	53

Item 6.	Exhibits	53

	Signatures	55

This excerpt taken from the BORL 10-Q filed May 15, 2006.

TABLE OF CONTENTS


		PAGE
	PART I FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	1

	Condensed Consolidated Balance Sheets at March 31, 2006 and December 31, 2005	1

	Condensed Consolidated Statements of Operations for the three months ended March 31, 2006 and 2005	2

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2006 and 2005	3

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005	4

	Notes to Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	29

	PART II OTHER INFORMATION

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 3.	Defaults on Senior Securities	46

Item 4.	Submission of Matters to a Vote of Security Holders	46

Item 5.	Other Information	46

Item 6.	Exhibits	46

	Signature	48

EXCERPTS ON THIS PAGE:

DEFA14A	Jul 7, 2009

DEF 14A	Apr 17, 2008

10-K (2 sections)	Mar 7, 2008

DEF 14A	Apr 30, 2007

10-K	Mar 15, 2007

10-Q	Nov 22, 2006

10-Q	Aug 14, 2006

10-Q	May 15, 2006

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