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~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~June~~August 1727, 2013

Serena Software, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	000-25285	94-2669809
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1850 Gateway Drive, 4^th Floor San Mateo, California		94404
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 481-3400

(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 (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 38.~~02.~~01 ~~Unregistered~~Other ~~Sales of Equity Securities~~Information.

OnFor ~~June~~purposes ~~20,~~of ~~2013,~~providing ~~Serena~~additional ~~Software~~financial information to our lenders under the Amended and Restated Credit Agreement dated as of March 2, ~~Inc.~~2012 (“~~Serena~~Credit Agreement”) ~~awarded~~and aholders ~~total~~ of ~~2.541 million~~our ~~restricted~~senior ~~stock~~subordinated ~~units~~notes tounder ~~its~~our ~~executive~~Indenture ~~officers~~dated as of March 10, ~~senior~~ ~~officers~~2006, ~~and~~we ~~key~~are ~~employees~~providing asunaudited ~~described~~results ~~under~~from ~~Item 5.02~~our ~~below,~~second ~~which~~quarter ~~description~~ended isJuly 31, ~~incorporated~~2013 ~~herein~~and bypro-forma guidance ~~reference.~~for ~~Insofar~~our asfiscal ~~these~~year ~~awards~~ending ~~constitute~~January 31, an2014. ~~offer~~The orfiscal ~~sale~~year ofinformation ~~securities~~represents ~~under~~our ~~applicable~~projected ~~securities~~estimate ~~laws,~~of ~~Serena~~results ~~will~~for ~~issue~~ the ~~securities~~fiscal ~~under~~year anending ~~exemption~~January 31, ~~from~~2014, ~~registration~~including ~~requirements~~pro ~~pursuant~~forma toresults ~~Rule~~that ~~701~~give ofpro ~~the~~forma ~~Securities~~effect ~~Act~~to ofthe recent ~~1933,~~strategic ~~which~~initiatives ~~provides~~and anrestructuring ~~exemption~~as ~~for~~if ~~offers~~such ~~and~~events ~~sales~~had ofoccurred ~~securities~~on ~~pursuant~~the tofirst ~~certain~~day ~~compensatory~~of ~~benefit~~such ~~plans~~fiscal year.

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


$ in thousands	Fiscal quarter ended July 31, 2013			Fiscal year ending January 31, 2014
	(Actual, Unaudited)			(Pro forma, Projected, Unaudited) (1)
License		8,516			30,000
Maintenance		33,483			133,000
Professional services		4,564			18,000

Total revenue		46,563			181,000

Total cost of revenue		7,410			28,000

Gross profit		39,153			153,000

Total operating expenses		20,245			73,000

EBITA (2)		18,908			80,000
Depreciation		441			2,000
EBITDA (2)		19,349			82,000
GAAP Adjustments:
Depreciation		441			2,000
Amortization of intangibles		9,613			38,500
Restructuring, acquisition and other (3)		5,258			9,000
Stock based compensation		838			4,000

Total GAAP Adjustments:		16,150			53,500

Operating Income		3,199			28,500
Interest expense, net		(6,566	)		(26,000	)
Income (loss) before taxes		(3,367	)		2,500
Income tax (benefit) expense		(3,419	)		(2,000	)
Net income (loss) (GAAP)		52			4,500
Capital Expenditures less purchased intangibles		196			2,000

(b1) OnPro ~~June 17,~~forma ~~2013,~~adjustments ~~Elizabeth~~include ~~Hackenson~~adjustments ~~resigned~~to ascost aof ~~director~~revenue and asoperating aexpenses ~~member~~in oforder ~~the~~to ~~nominating~~give ~~committee~~pro ~~and strategic~~forma ~~and~~effect ~~operations~~to ~~committee~~the ~~of Serena~~Company’s ~~board~~recent ofstrategic ~~directors.~~initiatives Onand ~~June~~restructuring ~~20, 2013, Tim Davenport resigned~~ as aif ~~director~~such ~~and~~events ashad aoccurred ~~member~~on of the ~~audit~~first ~~committee~~day ~~and strategic and operations committee~~ of ~~Serena’s board of directors. Their resignations were not~~ the ~~result~~fiscal ofyear ~~any~~ending ~~disagreement~~January ~~with Serena or its board of directors relating to Serena’s operations~~31, ~~policies or practices~~2014.

On(2) ~~June 20~~Earnings before interest, ~~2013~~taxes and amortization, ~~Edward~~or ~~Malysz~~EBITA, ~~resigned~~and asearnings ~~Acting~~before ~~Chief~~interest, ~~Financial~~taxes, ~~Officer~~depreciation inand ~~connection~~amortization, or EBITDA, are non-GAAP financial measures used to determine our compliance with ~~the~~certain ~~appointment~~covenants ofcontained ~~Robert~~in I.the ~~Pender,~~Credit JrAgreement. asEBITA ~~Senior~~and ~~Vice~~EBITDA ~~President,~~have ~~Finance~~been adjusted to exclude certain defined unusual items and ~~Chief~~other ~~Financial~~adjustments ~~Officer~~permitted ~~of Serena.~~in Mrcalculating covenant compliance under the Credit Agreement. ~~Malysz~~ ~~will~~We ~~continue~~believe ~~with~~that ~~Serena~~the inpresentation ~~his~~of ~~capacity~~EBITDA asis ~~Senior~~appropriate ~~Vice~~to ~~President,~~provide ~~General~~additional ~~Counsel~~information ~~and~~to ~~Secretary.~~our lenders regarding our compliance with the financial covenants under the Credit Agreement.

(c3) ~~On June 20~~Restructuring, ~~2013~~acquisition, ~~Robert~~and I.other ~~Pender,~~charges ~~Jr.~~include ~~was~~charges ~~appointed~~related asto ~~Senior~~restructuring ~~Vice~~plans; ~~President,~~acquisitions-related ~~Finance~~costs; and ~~Chief~~other ~~Financial~~charges ~~Officer~~including ofsponsor ~~Serena.~~and ~~Mr. Pender,~~administration ~~age 55~~fees, ~~previously~~costs ~~served~~related asto ~~Senior~~issuance ~~Vice~~of ~~President~~debt, ~~Finance~~ and ~~Chief~~severance, ~~Financial~~facility ~~Officer~~and ofother ~~Serena~~charges ~~from December~~that ~~1997~~are ~~until~~not ~~his~~part ~~retirement in July 2011. From December 1996 until August 1997, Mr. Pender was Vice President, Finance~~ of ~~Mosaix,~~restructuring ~~Inc.,~~and anot ~~customer~~part ~~interaction software company. From April 1993 until December 1996, Mr. Pender served in a variety~~ of ~~positions,~~ongoing ~~including Chief Financial Officer, with ViewStar Corporation, a client/server workflow software company that was acquired by Mosaix, Inc~~operations. ~~in December 1996.~~

~~(e)~~EBITA Onand ~~June~~EBITDA ~~20,~~do ~~2013,~~not ~~Mr. Pender~~represent ~~entered~~net ~~into~~income an(loss) ~~employment~~or ~~offer~~cash ~~with~~flow ~~Serena~~from ~~setting~~operations ~~forth~~as ~~the~~such terms ofare ~~his~~defined ~~employment.~~by ~~The~~GAAP ~~employment~~and ~~offer~~do ~~provides~~not ~~for an annual base salary of $350,000 to be paid~~necessarily onindicate awhether ~~semi-monthly~~cash ~~basis.~~flows ~~Mr. Pender~~ will be ~~eligible~~sufficient to ~~receive~~fund anour ~~annual~~ cash ~~incentive~~needs. ~~bonus~~While ~~based~~EBITA onand anEBITDA ~~annual~~and ~~target~~similar ~~bonus~~measures ofare ~~$350,000~~frequently ~~pursuant~~used toas ~~Serena’s~~measures ~~FY2014~~of ~~Executive~~operations ~~Annual~~and ~~Incentive~~the ~~Plan,~~ability ~~which~~to ismeet ~~described~~debt ~~below.~~service ~~For fiscal year 2014~~requirements, ~~Mr. Pender’s~~these ~~prorated~~terms ~~target~~are ~~bonus~~not ~~will~~necessarily comparable beto ~~$262,500~~other ~~based~~similarly ontitled ~~his~~captions ~~expected~~of ~~term~~other ofcompanies ~~service~~due ~~during~~to the ~~fiscal~~potential ~~year.~~inconsistencies ~~The~~in ~~payout of~~ the ~~prorated~~method ~~target~~of ~~bonus for fiscal year 2014 will be guaranteed at 100% if Mr~~calculation. ~~Pender~~ ~~remains employed~~EBITA ~~through~~and ~~fiscal~~EBITDA ~~year~~do ~~2014.~~not Ifreflect ~~a change in control should occur prior to~~ the ~~end~~impact of ~~fiscal~~earnings ~~year~~or ~~2014,~~charges ~~Serena~~resulting ~~will~~from ~~pay~~matters ~~Mr. Pender~~that ~~100%~~we ofmay ~~his~~consider ~~applicable~~not ~~target~~to be ~~bonus~~indicative ~~for fiscal year 2014. For a period~~ of upour toongoing ~~12 months, Mr~~operations. ~~Pender will~~ beIn ~~reimbursed up to $5~~particular,~~000~~ ~~per~~the ~~month~~definition ~~for~~of ~~reasonable~~“Adjusted ~~expenses~~EBITDA” ~~incurred~~in ~~by Mr. Pender for temporary housing located within~~ the ~~general~~Credit ~~proximity~~Agreement ~~of Serena’s~~allows ~~corporate~~us ~~headquarters.~~to add

~~Mr. Pender~~ back ~~will~~certain bedefined ~~granted~~non-cash, ~~750~~extraordinary,~~000~~ ~~restricted~~unusual ~~stock~~or ~~units~~non-recurring ~~under~~charges ~~Serena’s~~that ~~Amended~~are ~~and~~deducted ~~Restated~~in ~~2006~~calculating ~~Stock~~GAAP ~~Incentive~~net ~~Plan~~income ~~pursuant to the terms of Serena’s Restricted Stock Unit Agreement~~ (~~Retention Award~~loss)., ~~The~~and ~~restricted~~we ~~stock~~have ~~units~~incorporated ~~will vest in full upon~~ the ~~earlier~~applicable ofadjustments ~~the~~to EBITA ~~third~~and ~~anniversary~~EBITDA ofshown ~~the date of award, a change of control of Serena or an initial public offering of Serena’s common stock~~above. ~~Mr. Pender’s~~Adjusted ~~employment~~EBITDA ~~offer~~can ~~with~~be ~~Serena~~disproportionately ~~provides~~affected ~~that,~~by ~~in the event of~~ a ~~change~~particularly instrong ~~control~~or ofweak ~~Serena,~~quarter ~~Mr. Pender’s~~and ~~restricted~~may ~~stock~~not ~~units will~~ be ~~cancelled~~comparable ~~immediately prior~~ to ~~the~~Adjusted ~~change~~EBITDA ~~in control in consideration~~ for aany ~~payment~~subsequent ~~equal~~four-quarter toperiod ~~the~~or ~~per~~any ~~share~~complete ~~consideration~~fiscal ~~received by Silver Lake Partners II, L~~year.P. ~~and its affiliates for their holdings of Serena’s common stock, subject~~

The method used to aproduce ~~minimum~~non-GAAP ~~payment~~results ofis ~~$500,000~~not in accordance with GAAP and ~~maximum~~may ~~payment~~differ offrom ~~$2,000,000~~the methods used by other companies. ~~The~~Our non-GAAP ~~Amended~~results ~~and~~are ~~Restated~~not ~~2006~~meant ~~Stock~~to ~~Incentive~~be ~~Plan~~considered in isolation or as a substitute for comparable GAAP measures and ~~form~~should ofbe ~~Restricted~~read ~~Stock~~only ~~Unit~~in ~~Agreement~~conjunction ~~(Retention~~with ~~Award)~~our ~~are~~consolidated ~~filed~~financial ~~as Exhibits~~statements ~~10.1~~prepared ~~and~~in 10accordance with GAAP.2, ~~respectively,~~You are encouraged to review ~~this~~the ~~current~~reconciliation ~~report~~of ~~and~~our ~~incorporated~~non-GAAP ~~herein~~financial bymeasures ~~reference~~to the comparable GAAP results above.

InThe foregoing information regarding Serena’s financial results for the ~~event~~fiscal ~~that~~quarter ~~Mr.~~ended July ~~Pender~~31, 2013 is unaudited and subject to adjustment. Accordingly, this information should be considered forward-looking statements based on management’s current ~~employment~~expectations isof ~~terminated~~Serena’s byfinancial ~~Serena~~results ~~without~~for ~~cause~~the orfiscal byquarter ~~Mr.~~ended July ~~Pender~~31, ~~for~~2013. ~~good~~While ~~reason~~Serena believes these expectations are reasonable, ~~Mr. Pender~~these ~~will~~forward-looking bestatements ~~entitled~~are inherently subject to ~~the~~risks ~~following~~and ~~severance~~uncertainties, ~~benefits:~~including, but ~~(i) continuation~~not oflimited ~~his~~to, ~~base~~further ~~salary~~review ~~for~~by aSerena’s ~~period~~management and audit committee of 12its ~~months~~board ~~following~~of directors and the ~~termination~~ results of ~~employment;~~a ~~(ii) payment~~review ofby ~~100%~~Serena’s ofindependent ~~his~~registered ~~annual~~public ~~target~~accounting ~~bonus~~firm. ~~for~~During the ~~fiscal~~course ~~year~~of inthe ~~which~~preparation ~~his~~of ~~employment~~the financial ~~terminates;~~ statements and ~~(iii) continuation~~related ofnotes ~~his~~to ~~health~~the ~~coverage~~financial ~~through~~statements, ~~reimbursement~~additional ofitems ~~premiums~~that ~~under~~would ~~COBRA~~require ~~for~~material ~~a period~~adjustments ofto ~~twelve~~the ~~(12) months~~financial ~~following~~information ~~the~~presented ~~termination~~above ofmay ~~employment~~be identified.

InThe foregoing projected pro forma results for the ~~event~~fiscal ~~that~~year ~~Mr.~~ended January ~~Pender’s~~31, ~~employment~~2014 isare ~~terminated~~subject to significant business, economic asand acompetitive ~~result~~uncertainties ofand acontingencies ~~termination~~which ~~without~~are ~~cause~~beyond orour bycontrol, ~~Mr. Pender~~and ~~for~~upon ~~good~~assumptions ~~reason~~with ~~within~~respect 12to ~~months~~business ~~following~~strategies aand ~~change~~decisions inwhich ~~control~~are ofsubject ~~Serena,~~to Mrchange. ~~Pender~~ ~~will~~This beinformation ~~entitled~~is tounaudited ~~the~~and ~~following~~only ~~severance~~an ~~benefits:~~estimate ~~(i) continuation~~ of ~~his~~the ~~base~~pro ~~salary~~forma ~~for~~results aand ~~period~~actual ofpro 12forma ~~months~~results ~~following~~may ~~the~~vary ~~termination~~from ofsuch ~~employment;~~estimates, ~~(ii)~~which variations may be material. ~~payment~~The projected pro forma results are not necessarily indicative of ~~his~~the ~~annual~~results ~~target~~that ~~bonus~~would have been reported had such events actually occurred on the date specified, ~~(iii) payment~~nor are they indicative of aour ~~prorated~~future ~~portion~~results. This ofinformation ~~his~~should ~~annual~~be ~~target~~considered ~~bonus~~forward-looking ~~for~~statements ~~the~~based ~~period~~on management’s current expectations of ~~service~~our ~~during~~financial results for the fiscal year inended January 31, ~~which~~2014. ~~the~~While we believe these expectations are reasonable, these forward-looking statements are inherently subject to risks and uncertainties, including, but not limited to, management’s ability to successfully execute our ~~termination~~refocused ofstrategy ~~employment~~and ~~occurs;~~restructuring plan, our ability to sell software licenses and ~~(iv) continuation~~maintenance ofagreements ~~his~~to ~~health~~our ~~coverage~~existing ~~through~~customer ~~the~~base ~~reimbursement~~and ofnew ~~premiums~~customers, ~~under~~general ~~COBRA~~economic ~~for~~conditions, aour ~~period~~ability ofto 12manage ~~months~~expenses ~~following~~against internal budgets, the anticipated ~~termination~~growth ofin ~~employment~~the market for our release management solutions, and competition within our target markets. ~~The~~Additional ~~form~~information ofconcerning ~~change~~these inand ~~control~~additional ~~agreement~~risks factors is ~~filed as~~contained ~~Exhibit~~in the Risk Factors sections of our Form 10.3-K tofor ~~this~~the year ~~current~~ended ~~report~~January 31, 2013 and ~~incorporated~~our ~~herein~~Form by10-Q ~~reference~~for the quarter ended April 30, 2013.

MrGiven these risks and uncertainties, our actual results may differ materially from those suggested by the forward-looking statements, and you are cautioned not to place undue reliance on these forward-looking statements. ~~Pender’s~~ ~~employment~~These ~~offer~~forward-looking ~~with~~statements ~~Serena~~are ismade ~~filed~~only as ~~Exhibit~~of ~~10.4~~the todate ~~this~~hereof, ~~current~~and ~~report~~we do not undertake and ~~incorporated~~specifically ~~herein~~decline byany ~~reference~~obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or developments, changed circumstances or otherwise.

On June 20, 2013, Greg Hughes, Serena’s President and Chief Executive Officer, entered into an agreement with Serena to modify his original employment offer. Mr. Hughes’ annual target bonus for fiscal year 2014 will be prorated from April 1, 2013. If a change in control should occur prior to the end of fiscal year 2014, Serena will pay Mr. Hughes 100% of his applicable target bonus for fiscal year 2014. In addition, Mr. Hughes will be awarded an additional 250,000 restricted stock units pursuant to Serena’s Amended and Restated 2006 Stock Incentive Plan pursuant to the terms of Serena’s Restricted Stock Unit Agreement (Retention Award). In the event of a change in control of Serena, all of his restricted stock options will be cancelled immediately prior to the change in control in consideration for a payment equal to the per share consideration received by the holders of Serena’s common stock, subject to a maximum payment of $1,250,000. The agreement with Mr. Hughes is filed as Exhibit 10.5 to this current report and incorporated herein by reference.

On June 20, 2013, the board of directors of Serena approved Serena’s FY2014 Executive Annual Incentive Plan. The plan provides for the payout of annual bonuses for Serena’s executive officers based on the level of achievement of earnings before interest, taxes and amortization (“EBITA”) for fiscal year 2014. Achievement of less than 95% of the performance metric will result in no payout of the applicable target bonus amount, achievement of 100% of the performance metric will result in a 100% payout of the target bonus amount and achievement of 105% of the performance metric will result in a 150% payout of the target bonus amount. The annual cash incentive bonus will be calculated and paid on an annual basis. The FY2014 Executive Annual Incentive Plan is filed as Exhibit 10.6 to this current report and incorporated herein by reference.

On June 20, 2013, the board of directors of Serena approved a form of indemnification agreement for Serena’s directors and executive officers. The form of indemnification agreement is filed as Exhibit 10.7 to this current report and incorporated herein by reference.

On June 20, 2013, Serena’s board of directors approved awards of restricted stock units to executive officers, senior officers and key employees pursuant to the terms of Serena’s standard form of Restricted Stock Unit Agreement (Retention Award). Subject to the continued employment of the participant, the restricted stock units will vest in full on the third anniversary of the date of grant and are subject to full acceleration of vesting upon a change in control or initial public offering as described in the restricted stock unit agreement. A total of 2.541 million restricted stock units were awarded from shares currently available for grant under the Amended and Restated 2006 Stock Incentive Plan.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:
Exhibit 10.1*		Amended and Restated 2006 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K (File No. 000-25285) filed by registrant with the SEC on September 24, 2009)
Exhibit 10.2*		Form of Restricted Stock Unit Agreement (Retention Award) under the Amended and Restated 2006 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K (File No. 000-25285) filed by registrant with the SEC on March 21, 2013)
Exhibit 10.3*		Form of Change in Control Agreement (incorporated by reference to Exhibit 10.18 to the registrant’s annual report on Form 10-K (File No. 000-25285), filed by the registrant with the SEC on April 30, 2007), as modified by Amendment No. 1 to Change in Control Agreement (incorporated by reference to Exhibit 10.23 to the registrant’s annual report on Form 10-K (File No. 000-25285), filed by the registrant with the SEC on May 1, 2009) and Amendment No. 2 to Change in Control Agreement (incorporated by reference to Exhibit 10.33 to the registrant’s annual report on Form 10-K (File No. 000-25285), filed by the registrant with the SEC on March 29, 2013)
Exhibit 10.4*†		Employment offer letter between Serena Software, Inc. and Robert I. Pender Jr. dated June 20, 2013
Exhibit 10.5*†		Modification of offer letter between Serena Software, Inc. and Greg Hughes dated June 20, 2013
Exhibit 10.6*†		FY 2014 Executive Annual Incentive Plan
Exhibit 10.7*†		Form of Indemnification Agreement

* Indicates a management contract or compensatory plan or arrangement.

† Exhibit is filed herewith.

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.


SERENA SOFTWARE, INC.

By:		/s/ Edward Malysz
Name:		Edward F. Malysz
Title:		Senior Vice President, General Counsel

Date: ~~June~~August 2127, 2013

EXHIBIT INDEX

(d) Exhibits:
Exhibit 10.1*		Amended and Restated 2006 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K (File No. 000-25285) filed by registrant with the SEC on September 24, 2009)
Exhibit 10.2*		Form of Restricted Stock Unit Agreement (Retention Award) under the Amended and Restated 2006 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K (File No. 000-25285) filed by registrant with the SEC on March 21, 2013)
Exhibit 10.3*		Form of Change in Control Agreement (incorporated by reference to Exhibit 10.18 to the registrant’s annual report on Form 10-K (File No. 000-25285), filed by the registrant with the SEC on April 30, 2007), as modified by Amendment No. 1 to Change in Control Agreement (incorporated by reference to Exhibit 10.23 to the registrant’s annual report on Form 10-K (File No. 000-25285), filed by the registrant with the SEC on May 1, 2009) and Amendment No. 2 to Change in Control Agreement (incorporated by reference to Exhibit 10.33 to the registrant’s annual report on Form 10-K (File No. 000-25285), filed by the registrant with the SEC on March 29, 2013)
Exhibit 10.4*†		Employment offer letter between Serena Software, Inc. and Robert I. Pender, Jr. dated June 20, 2013
Exhibit 10.5*†		Modification of offer letter between Serena Software, Inc. and Greg Hughes dated June 20, 2013
Exhibit 10.6*†		FY 2014 Executive Annual Incentive Plan
Exhibit 10.7*†		Form of Indemnification Agreement

* Indicates a management contract or compensatory plan or arrangement.

† Exhibit is filed herewith.

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