UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

~~The~~the Securities Exchange Act of 1934

January 7, 2008 (December 31, 2007)

Date of Report (Date of earliest event reported)

~~September 25,~~BEA ~~2007 (September 19~~SYSTEMS, ~~2007)~~INC.

BEA Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware		~~000~~0-22369		77-0394711
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~IRS~~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)

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 (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 ~~Certain~~Principal Officers; Election of Directors; Appointment of ~~Certain~~Principal Officers; Compensatory Arrangements of Certain Officers.

(e) ~~As previously disclosed, on April~~Section ~~24,~~409A ~~2007,~~of the ~~Compensation~~Internal ~~Committee~~Revenue ~~(the~~Code (“~~Compensation~~Section ~~Committee~~409A”) ofimposes ~~the~~significant ~~Board~~adverse ~~of Directors of BEA Systems, Inc.~~tax ~~(the~~consequences ~~“Company”)~~on ~~adopted~~individual ~~the~~income ~~Fiscal~~taxpayers ~~Year~~who ~~2008~~were ~~Executive~~granted ~~Staff~~stock ~~Bonus~~options ~~Plan~~that ~~(the~~were ~~“ELT~~unvested ~~Plan”)~~as toof ~~establish~~December 31, ~~the~~2004 ~~target~~(or ~~bonus~~had ~~amounts~~vested ~~and~~in ~~payout~~full ~~criteria~~by ~~for~~December 31, ~~certain~~2004 ofbut ~~the~~were ~~Company’s~~materially ~~executive~~modified ~~officers,~~after ~~including Mr.~~October ~~Mark Carges~~3, ~~EVP, Business Interaction Division (“BID”~~2004). ~~Mr. Carges’~~and ~~target~~that ~~bonus~~have ~~was~~an exercise ~~set~~price atof ~~75%~~less ofthan ~~his~~the ~~base~~fair ~~salary,~~market ~~37.5%~~value of ~~which~~the ~~was~~underlying ~~subject~~common tostock on the ~~ELT~~date ~~Plan~~of ~~and~~grant ~~the~~(“discount ~~other~~stock 37options”).5% ofThese ~~which~~tax ~~was~~consequences ~~subject~~include toincome atax ~~separate~~at ~~performance plan for BID~~vesting, ~~which~~an ~~plan~~additional ~~was~~20% ~~being~~federal ~~finalized~~tax and ~~was~~interest ~~expected~~charges. toIn addition, ~~utilize~~ the ~~same~~issuer ~~general~~of ~~performance~~discount ~~metrics~~stock ~~and~~options ~~payout~~must ~~criteria~~comply ~~as the ELT Plan,~~ with ~~the~~certain ~~underlying~~reporting ~~performance goals specific to BID (the “BID Plan”). The BID Plan metrics, performance goals~~ and ~~payout~~withholding ~~criteria~~obligations ~~were~~under ~~subsequently finalized but not formally approved~~Section 409A.

OnThese ~~September 19,~~adverse ~~2007,~~tax ~~the~~consequences ~~Compensation~~can ~~Committee approved~~be ~~the~~avoided ~~BID~~for ~~Plan.~~unexercised ~~The~~discount ~~BID~~stock ~~Plan~~options ~~establishes~~if ~~(i) BID license bookings plus support and services revenue, and (ii) BID operating margin, as~~ the ~~relevant~~option ~~performance~~holder ~~metrics.~~irrevocably ~~The~~elects ~~BID~~to ~~Plan~~amend ~~places~~their adiscount ~~50%~~stock ~~weighting~~options ~~on each metric, and establishes a minimum threshold of 90% attainment of each metric for any bonus payout~~ to ~~occur.~~increase ~~The BID Plan provides that BID attainment of between 90% and 100% of a performance metric would result in~~ the ~~payout~~exercise ofprice ~~a corresponding percentage~~ of ~~the target bonus for~~ such ~~metric,~~options ~~and~~to ~~provides that attainment greater than 100% of a performance metric would result in~~ the ~~payout~~fair ofmarket ~~100%~~value of ~~the target bonus for such metric plus 1.5 times the percentage above 100%. The calculation and payment of~~ ~~bonuses under~~ the ~~BID~~underlying ~~Plan~~common ~~are~~stock ~~made semi-annually based~~ on ~~BID performance for~~ the ~~first~~date ~~half and second half~~ of ~~the~~grant ~~Company’s~~or ~~fiscal year. Based on BID’s overachievement on both metrics for the first half of fiscal 2008, the Compensation Committee awarded Mr. Carges a bonus of $128,545 pursuant~~ to ~~the~~exercise ~~terms~~such ofoptions ~~the~~in ~~BID~~predetermined ~~Plan~~years.

In ~~addition~~connection with the historic stock option review of BEA Systems, Inc. (the “Company”), ~~awarded~~as ~~Mr.~~more fully described in the Company’s Form 10-K for the fiscal year ending January ~~Thomas M. Ashburn~~31, ~~former~~2007, ~~President~~it was determined that under applicable accounting principles the actual measurement dates for certain stock options differed from the recorded measurement dates for such stock options. In many instances, ~~World~~these ~~Wide~~stock ~~Sales~~options were determined to be discount stock options. Accordingly, acertain ~~bonus~~recipients of ~~$22,963~~these ~~for~~discount stock ~~his~~options ~~contributions~~would be subject to the ~~Company’s~~adverse ~~services~~tax ~~revenue~~consequences, and ~~services~~the ~~gross~~Company ~~margin~~would inbe subject to the ~~first~~reporting ~~quarter~~and ofwithholding ~~fiscal~~obligations, ~~2008~~imposed by Section 409A.

~~SIGNATURES~~In order to address the adverse tax consequences of Section 409A, the Company permitted certain of its named executive officers, as well as certain other Section 16 officers, to make the elections described above, effective December 31, 2007, with respect to discount stock options that were granted to these individuals prior to the time they became Section 16 officers.

Specifically, effective December 31, 2007, Mark P. Dentinger, Executive Vice President and Chief Financial Officer, and Mark T. Carges, Executive Vice President, Business Interaction Division, elected to increase the exercise price of certain discount stock options granted to them prior to the time they became Section 16 officers to the fair market value on the date of grant as determined in connection with the Company’s stock option review. Mr. Dentinger made this election with respect to grants of (i) 14,584 shares to amend the exercise price from $4.1625 per share to $5.15 and (ii) 30,556 shares to amend the exercise price from $9.0225 per share to $12.03. Mr. Carges made this election with respect to a grant of 50,000 shares to amend the exercise price from $6.65 per share to $7.08. Mr. Carges made his election pursuant to a Stock Option Exercise Price Increase Election Form, in substantially the form incorporated herein by reference as Exhibit 10.1 (with changes in the form to make the election effective December 31, 2007 and to delete the contingent election given that the options were determined to be discount stock options in connection with the Company’s stock option review). Mr. Dentinger made his elections pursuant to a Stock Option Election Form for Individuals who Exercised Discount Options in 2006, in substantially the form incorporated herein by reference as Exhibit 10.2 (with changes in the form to make the election effective December 31, 2007 and to delete the contingent election given that the options were determined to be discount stock options in connection with the Company’s stock option review).

-2-

In addition, also effective December 31, 2007, Mr. Carges elected to exercise certain discount stock options in specified years, or earlier upon separation of service or change in control, but in no event prior to 2008. Mr. Carges made this election with respect to grants totaling 49,063 shares to be exercised between 2009 and 2011 (13,433 shares in 2009, 17,183 shares in 2010 and 18,447 shares in 2011). Mr. Carges made his elections pursuant to a Stock Option Fixed Date Exercise Election Form, in substantially the form incorporated by reference herein as Exhibit 10.3 (with changes in the form to make the election effective December 31, 2007 and to delete the contingent election given that the options were determined to be discount stock options in connection with the Company’s stock option review).

Effective December 31, 2007, certain of the Company’s other Section 16 officers made similar elections with respect to stock options that were determined to be discount stock options in connection with the Company’s stock option review and which were granted to them prior to the time they became Section 16 officers.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


10.1		BEA Systems, Inc. Stock Option Exercise Price Increase Election Form (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on January 8, 2007, Commission File No. 000-22369)

10.2		BEA Systems, Inc. Stock Option Election Form for Individuals who Exercised Discount Options in 2006 (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on January 8, 2007, Commission File No. 000-22369)

10.3		BEA Systems, Inc. Stock Option Fixed Date Exercise Election Form (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed on January 8, 2007, Commission File No. 000-22369)

-3-

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.~~	BEA SYSTEMS, INC.
Date: September 25, 2007	By:	/s/ Mark P. Dentinger
Date: January 7, 2008		By:	/s/ Mark P. Dentinger
		Mark P. Dentinger
			Mark P. Dentinger Executive Vice President and Chief Financial Officer
		Executive Vice President and Chief Financial Officer

Filing Compare · BEA SYSTEMS INC