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

December 18, 2007 (December 12, 2007)

Date of Report (Date of earliest event reported)

BEA SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   0-22369   77-0394711
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

2315 North First Street

San Jose, California 95131

(Address of principal executive offices, including zip code)

(408) 570-8000

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(e) On December 12, 2007, the Compensation Committee of the Board of Directors of BEA Systems, Inc. (the “Company”) approved, and the Company entered into, an amendment (the “Amendment”) to certain stock option agreements by and between the Company and Mark Carges, Executive Vice President, Business Interaction Division (the “Optionee”). The Amendment permits the Optionee to pay the aggregate exercise price of the shares to be delivered upon the exercise of the option and any statutorily required tax withholding by having the Company withhold that number of shares with an aggregate fair market value equal to the aggregate exercise price of the option plus any statutorily required tax withholding.

A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit
Number 		  

Exhibit Title

10.1    Amendment to stock option agreements between BEA Systems, Inc. and Mark Carges, dated December 12, 2007.

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    BEA SYSTEMS, INC.
Date:   December 18, 2007     By:   /s/ Mark P. Dentinger
        Mark P. Dentinger
        Executive Vice President and Chief Financial Officer

 

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Exhibit Index

 

Exhibit
Number 		  

Exhibit Title

10.1    Amendment to stock option agreements between BEA Systems, Inc. and Mark Carges, dated December 12, 2007.
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