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): ~~September~~October 2813, 2009

MSC.SOFTWARE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

1-8722

95-2239450

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

2 MacArthur Place

Santa Ana, California

92707

(Address of Principal Executive Offices)

(Zip Code)

(714) 540-8900

(Registrant’s Telephone Number, Including Area Code)

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:

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

x¨ 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~~Introductory ~~1.01~~Note ~~Entry into a Material Definitive Agreement.~~

On ~~September~~ October 2813, 2009, ~~MSC.Software~~the ~~Corporation~~merger (~~“MSC” or~~ the “~~Company~~Merger”) ~~entered~~ ~~into~~of anMaximus ~~amendment~~Inc. (~~the~~ “~~Amendment~~Merger Sub”), toa ~~the~~subsidiary ~~Agreement and Plan~~ of ~~Merger among MSC,~~ Maximus Holdings Inc. (“Parent”), an entity ~~controlled by Symphony~~affiliated with Symphony Technology Group, LLC (“Symphony”), with and ~~Maximus~~into ~~Inc~~MSC.Software ~~dated~~Corporation ~~as of July 7, 2009~~ (the “~~Merger Agreement~~Company”). ~~Under~~was ~~the~~consummated ~~terms~~in ofaccordance ~~the~~with ~~Amendment, Parent has agreed to increase~~ the ~~purchase~~Agreement ~~price~~and ~~under~~Plan ~~the~~of Merger, ~~Agreement~~dated toas ~~$8.40~~of ~~per share~~July 7, in2009, ~~cash.~~by ~~The Company~~ and ~~Parent~~among ~~have~~the ~~also~~Company, ~~agreed~~Parent ~~that~~and Merger ~~the~~Sub, ~~Termination Fee (~~as ~~defined~~amended in (the “Merger Agreement”) ~~will be increased from $11~~.8 ~~million~~The toMerger ~~$13 million~~Agreement ~~and~~was ~~the~~adopted ~~Parent~~by ~~Termination Fee (as defined in~~ the ~~Merger~~Company’s ~~Agreement)~~stockholders ~~will be~~at ~~increased~~a ~~from~~special ~~$16.8~~meeting ~~million~~of ~~to $40 million. Financing for~~ the ~~increase~~ inCompany’s ~~purchase~~stockholders ~~price~~held ~~will~~on beOctober 9, ~~provided entirely by affiliates of Symphony~~2009.

AITEM ~~copy of the Amendment is attached hereto as Exhibit 2~~1.2.01 ~~The~~Entry ~~foregoing~~into ~~description~~a ~~of the~~Material ~~Amendment~~Definitive ~~is qualified in its entirety by reference to the full texts of the Merger~~ Agreement ~~and the Amendment~~.

~~Item~~On ~~8.01~~October 13, ~~Additional~~2009, ~~Information~~the Company entered into a credit agreement with Parent, the lenders party thereto (the “Senior Lenders”), Wells Fargo Foothill, LLC, as agent for the Senior Lenders and as co-lead arranger, and CapitalSource Bank, as co-lead arranger, pursuant to which the Senior Lenders, subject to the terms and conditions therein, committed to provide a $65,000,000 senior secured credit facility, consisting of (i) a senior secured term loan facility of $50,000,000 and (ii) a senior secured revolving credit facility of $15,000,000, which facility will be used for the purpose of funding a portion of the consideration payable in connection with the Merger, to pay certain fees and expenses of the Merger, and for general corporate purposes for the operation of the Company.

OnIn ~~September 28~~addition, ~~2009,~~ the Company ~~issued~~entered into a ~~press~~credit ~~release~~agreement ~~regarding~~dated ~~the execution~~as of ~~the~~October 13, ~~Amendment~~2009 ~~and~~with Parent, the ~~rescheduling~~lenders ofparty thereto (the ~~special~~“Junior ~~meeting~~Lenders”), ofand ~~the stockholders~~Barclays ofStructured ~~MSC~~Principal ~~previously~~Investing ~~scheduled~~LLC, as agent for ~~September~~the 30Junior Lenders, pursuant ~~2009~~ to ~~October~~which 9the Junior Lenders, ~~2009.~~ ~~The~~subject ~~special~~to ~~meeting~~the ~~will~~terms beand ~~held~~conditions attherein, 9committed to provide a~~.m.~~ ~~Pacific~~$50,000,000 ~~time~~second atlien ~~the~~term ~~Four Seasons~~loan ~~Hotel~~facility, ~~2050~~which ~~University~~facility ~~Avenue,~~will ~~East~~be ~~Palo~~used ~~Alto,~~for CAthe ~~94303.~~purpose ~~The~~of ~~record~~funding ~~date for~~a ~~the~~portion ~~special~~of ~~meeting~~the ~~will~~consideration ~~remain~~payable atin connection ~~August~~with 27the Merger, ~~2009.~~to Apay ~~copy~~certain fees and expenses of ~~this~~the ~~press release~~Merger, isand ~~furnished~~for asgeneral ~~Exhibit~~corporate ~~99.1~~purposes tofor ~~this~~the ~~report~~operation of the Company.

ITEM 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Under the terms of the Merger Agreement, each issued and outstanding share of the Company’s common stock was converted into the right to receive $8.40 in cash, without interest. Each equity award outstanding and unexercised immediately prior to the effective time of the Merger (including options to purchase Company stock and stock units) was converted into the right to receive $8.40 in cash, without interest, less, in the case of options, the applicable exercise price of the option, which cash amount will be paid in accordance with the vesting schedule of the original equity award, including any acceleration of vesting as a result of the Merger.

The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2009, and the Amendment to the Merger Agreement, which was attached as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2009. Both documents are incorporated herein by reference.

As a result of the Merger, trading of shares of the Company’s common stock on the Nasdaq Global Select Market will cease prior to the commencement of market trading hours on October 14, 2009. The Company intends to seek to terminate the registration of such shares of common stock from Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to suspend its obligation to file reports under Sections 13(a) and 15(d) of the Exchange Act.

ITEM 3.03

Material Modification to Rights of Security Holders.

The information disclosed in Item 3.01 is hereby incorporated by reference.

ITEM 5.01

Changes in Control of Registrant.

As a result of the Merger, a change of control of the Company occurred, and the Company has become a wholly-owned subsidiary of Parent. The information disclosed in Item 3.01 is incorporated herein by reference.

ITEM 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

Pursuant to the terms of the Merger Agreement, the directors of the Company resigned effective as of the effective time of the Merger (the “Effective Time”) and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company following the Closing.

At the Effective Time, Ashfaq A. Munshi resigned as Interim Chief Executive Officer and President of the Company, Sam M. Auriemma resigned as Executive Vice President, Chief Financial Officer of the Company and John A. Mongelluzzo resigned as Executive Vice President, Business Administration, Legal Affairs and Secretary of the Company. Dominic Gallello has been appointed as the Chief Executive Officer of the Company and Jim Johnson has been appointed as the Chief Financial Officer of the Company.

ITEM 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Certificate of Incorporation of the Company was amended and restated at the effective time of the Merger. As amended and restated, the Certificate contains provisions that, among other things, (i) authorize the issuance of one class of common stock with a par value of $0.001 per share, (ii) provide that the election of the board of directors need not be by written ballot and (iii) retain certain provisions relating to the indemnification of directors, officers, agents and employees of the Company. The Certificate of Incorporation of the Company is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Pursuant to the Merger Agreement, the bylaws of Merger Sub as in effect at the effective time of the Merger became the bylaws of the Company. The bylaws of the Company are attached as Exhibit 3.2 hereto and incorporated herein by reference.

ITEM 8.01

Other Events.

On October 14, 2009, the Company and Symphony issued a joint press release announcing that the Merger Agreement had been approved by the Company’s stockholders and the Merger had been completed.

A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Item No.		Description
2.1		Agreement and Plan of Merger dated as of July 7, 2009 among MSC.Software Corporation, Maximus Holdings Inc. and Maximus Inc. (incorporated by reference to the Current Report on Form 8-K filed by MSC.Software Corporation on July 8, 2009)
3.1		Certificate of Incorporation of the Company
2.2		Amendment to Agreement and Plan of Merger dated as of September 28, 2009 among MSC.Software Corporation, Maximus Holdings Inc. and Maximus Inc.
3.2		Bylaws of the Company
99.1		Press Release issued by MSC.Software Corporation, dated ~~September~~October 2814, 2009

Important Information For Investors And Stockholders

MSC.Software Corporation has filed a proxy statement with the SEC in connection with the merger relating to the Symphony Agreement. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain these documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, documents filed with the SEC by MSC.Software Corporation are available free of charge by contacting Investor Relations by telephone at (714) 444-8551, or by mail at MSC.Software Corporation, Investor Relations, 2 MacArthur Place, Santa Ana, CA 92707 USA, or by going to MSC.Software Corporation’s Investor Relations page on its corporate web site at http://ir.mscsoftware.com/.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities.

MSC.Software Corporation and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of MSC.Software Corporation in connection with the merger relating to the Symphony Agreement. Information regarding the interests of these directors and executive officers in the transaction described herein is set forth the proxy statement described above. Additional information regarding

these directors and executive officers is also included in MSC.Software Corporation’s proxy statement for its 2009 Annual Meeting of Stockholders, which was filed with the SEC on April 10, 2009. This document is available free of charge at the SEC’s web site at www.sec.gov, and from MSC.Software Corporation by contacting Investor Relations by telephone at (714) 444-8551, or by mail at MSC.Software Corporation, Investor Relations, 2 MacArthur Place, Santa Ana, CA 92707 USA, or by going to MSC.Software Corporation’s Investor Relations page on its corporate web site at http://ir.mscsoftware.com/.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements that involve numerous risks and uncertainties. The statements contained in this communication that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, without limitation, statements regarding the expected benefits and closing of the proposed merger relating to the Symphony Agreement, the management of the company and the company’s expectations, beliefs and intentions. All forward-looking statements included in this document are based on information available to MSC.Software Corporation on the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “can,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,” “continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or the negative of these terms or other comparable terminology. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on our results of operations or financial condition. Accordingly, actual results may differ materially and adversely from those expressed in any forward-looking statements. Neither MSC.Software Corporation nor any other person can assume responsibility for the accuracy and completeness of forward-looking statements. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond MSC.Software Corporation’s control. These factors include: failure to obtain stockholder approval of the proposed merger relating to the Symphony Agreement; failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory or other approvals; failure to consummate or delay in consummating the transaction relating to the Symphony Agreement for other reasons; changes in laws or regulations; and changes in general economic conditions. MSC undertakes no obligation (and expressly disclaims any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information please refer to MSC.Software Corporation’s most recent Form 10-K, 10-Q and 8-K reports filed with the SEC.

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.

		MSC.SOFTWARE CORPORATION
			MSC.SOFTWARE CORPORATION (Registrant)
		(Registrant)
Date: October 15, 2009	By:		/S/ BRAD MACMILLIN
Date: September 29, 2009		By:	/s/ John A. Mongelluzzo
			Brad MacMillin Secretary
			John A. Mongelluzzo
			Executive Vice President, Business Administration, Legal Affairs and Secretary

Exhibit Index

Item No.		Description
2.1		Agreement and Plan of Merger dated as of July 7, 2009 among MSC.Software Corporation, Maximus Holdings Inc. and Maximus Inc. (incorporated by reference to the Current Report on Form 8-K filed by MSC.Software Corporation on July 8, 2009)
3.1		Certificate of Incorporation of the Company
2.2		Amendment to Agreement and Plan of Merger dated as of September 28, 2009 among MSC.Software Corporation, Maximus Holdings Inc. and Maximus Inc.
3.2		Bylaws of the Company
99.1		Press Release issued by MSC.Software Corporation, dated ~~September~~October 2814, 2009

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