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): March 614, 2014

Serena Software, Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware	000-25285	94-2669809
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1850 Gateway Drive, 4th Floor		94404
(Address of Principal Executive Offices)		(Zip Code)

1850 Gateway Drive 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 17.01. ~~Entry~~Regulation ~~into~~FD ~~Material Definitive Agreement~~Disclosure.

OnAs ~~March 6,~~previously ~~2014,~~announced by Serena Software, Inc.~~, a Delaware corporation~~ (~~the~~ “~~Company~~Serena”), on March 6, 2014, Serena entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spartacus Acquisition Corp., ~~a Delaware corporation~~ (“Parent”), Spartacus Merger Corp., a ~~Delaware corporation and a~~ wholly-owned subsidiary of Parent (“Merger Sub”), and Silver Lake Partners II, L.P., ~~a Delaware limited partnership, solely in its capacity as agent and attorney-in-fact for the persons named therein,~~ providing for the merger of Merger Sub with and into ~~the~~Serena ~~Company~~ (the “Merger”), with ~~the~~Serena ~~Company~~ surviving the Merger as a wholly-owned subsidiary of Parent. Parent is currently owned by Douglas D. Troxel, as trustee of the Douglas D. Troxel Living Trust ~~(“Troxel Trust”)~~ and investment funds affiliated with HGGC, LLC ~~(“HGGC”)~~.

AtPursuant to the ~~effective time~~ terms of the Merger ~~(“Effective Time”)~~Agreement, ~~each~~Serena ~~share~~is ofrequired ~~the~~to ~~Company’s~~furnish ~~common~~Parent ~~stock,~~and ~~other~~Merger ~~than~~Sub ~~certain~~with ~~rollover~~Serena’s ~~shares~~financial ~~(as described~~statements ~~below)~~for ~~and any shares held by~~ the ~~Company~~fiscal oryear ~~any~~ended ofJanuary 31, ~~its~~2014 ~~subsidiaries~~for orpurposes ~~Parent or any~~ of ~~its~~marketing ~~affiliates (excluding Troxel Trust), will be cancelled and converted into~~ the ~~right~~debt tofinancing ~~receive the purchase price provided~~ for in the Merger ~~Agreement,~~ ~~the calculation of which includes, among other items, adjustment~~ to ~~reflect~~prospective ~~the deposit or payoff, as applicable, by or on behalf of Parent, of indebtedness set forth in the two succeeding paragraphs below~~lenders. ~~Troxel Trust will contribute~~ ~~its~~The ~~shares~~unaudited offinancial ~~the~~statements ~~Company~~for Serena’s ~~common~~fiscal ~~stock~~year inended ~~exchange~~January 31, ~~for~~2014 ~~equity~~are ~~securities~~attached ofhereto ~~Parent (the “Troxel Rollover”),~~ as ~~well~~Exhibit as99.1 ~~invest additional cash equity in Parent,~~ and, ~~accordingly,~~incorporated ~~will~~herein ~~retain~~by ~~an ownership stake in Parent following the Merger~~reference.

~~The~~Earnings ~~Merger~~before ~~Agreement requires~~interest, ~~subject to the conditions thereof~~taxes, ~~that~~depreciation ~~the Company prepare~~ and ~~issue to holders~~amortization, or ~~cause The Bank of New York~~EBITDA, as ~~trustee~~is ~~(the “Trustee”), to issue to holders,~~ a ~~notice~~non-GAAP offinancial ~~redemption~~measure onused ~~the closing date with respect~~ to ~~the~~determine ~~10 3/8% Senior Subordinated Notes due 2016 of the Company (the “Senior Subordinated Notes”), providing for a~~Serena’s ~~redemption~~compliance ~~date~~with ofcertain ~~thirty~~covenants ~~(30) days~~contained ~~after~~in the ~~closing~~Credit ~~date~~Agreement. ~~Parent~~Adjusted isEBITDA ~~required,~~represents ~~simultaneously~~EBITDA ~~with~~further ~~the~~adjusted ~~closing~~to ofexclude ~~the~~certain ~~transactions~~defined ~~contemplated~~unusual byitems ~~the~~and ~~Merger~~other ~~Agreement~~adjustments ~~(the~~permitted ~~“Closing”),~~in ~~subject~~calculating tocovenant ~~the~~compliance ~~conditions~~under ~~set forth in~~ the ~~Merger~~ Credit Agreement. ~~including~~Serena ~~the~~believes ~~issuance~~that of the ~~foregoing~~presentation ~~notice~~ of ~~redemption,~~Adjusted toEBITDA ~~irrevocably~~is ~~deposit~~appropriate ~~with~~to ~~the~~provide ~~Trustee~~additional asinformation ~~trust funds (or cause the irrevocable deposit of), aggregate amounts sufficient~~ to ~~pay~~investors and ~~discharge~~lenders ~~the~~regarding ~~entire~~its ~~indebtedness~~compliance of with the ~~Senior~~financial ~~Subordinated~~covenants ~~Notes~~under to the ~~date~~Credit ~~of redemption~~Agreement.

InAdjusted ~~addition,~~EBITDA ~~simultaneously~~does ~~with~~not ~~the~~represent ~~Closing,~~net ~~Parent~~income is(loss) ~~required,~~or ~~subject~~cash toflow ~~the~~from ~~conditions~~operations ~~set~~as those terms are defined by GAAP and does not necessarily ~~forth~~indicate inwhether ~~the~~cash ~~Merger~~flows ~~Agreement~~will ~~including~~be ~~the~~sufficient ~~prior~~to ~~delivery~~fund ofcash ~~satisfactory~~needs. ~~payoff~~While ~~letters~~Adjusted EBITDA and ~~customary~~similar ~~releases,~~measures toare ~~repay~~frequently orused ~~cause~~as measures of operations and the ability to bemeet ~~repaid~~debt ~~any~~service ~~outstanding~~requirements, ~~amount~~these terms are not necessarily comparable to other similarly titled captions of ~~indebtedness~~other ~~pursuant~~companies due to the ~~(i)~~potential ~~Amendment~~inconsistencies ~~Agreement,~~in ~~dated~~the asmethod of ~~March 2,~~ ~~2011,~~calculation. ~~among~~Adjusted EBITDA does not reflect the ~~Company,~~impact ~~Barclays~~of ~~Bank~~earnings ~~PLC~~or ~~and~~charges ~~the~~resulting ~~other~~from ~~parties~~matters ~~thereto~~that Serena may consider not to be indicative of its ongoing operations. In particular, ~~(ii)~~ the definition of Adjusted EBITDA in the Amended and Restated Credit Agreement, dated ~~as of~~ March 2, 2011, ~~among~~as amended (the ~~Company~~“Credit Agreement”), ~~Barclays~~allows ~~Bank~~Serena ~~PLC~~to ~~and~~add ~~the~~back ~~other~~certain ~~parties~~defined non-cash, ~~thereto~~extraordinary, ~~and~~ unusual or non-recurring charges that are deducted in calculating GAAP net income (~~iii~~loss) ~~Extension~~. The Credit Agreement ~~and~~requires ~~Amendment~~that NoAdjusted EBITDA be calculated for the most recent four fiscal quarters. 1 As a result, ~~dated~~Adjusted EBITDA ascan ofbe ~~April 12,~~disproportionately ~~2012,~~affected ~~among~~by ~~the~~a ~~Company,~~particularly ~~Barclays~~strong ~~Bank~~or ~~PLC~~weak quarter and ~~the~~may ~~other~~not ~~parties~~be ~~thereto~~comparable ~~(collectively,~~to ~~the~~Adjusted ~~“Credit~~EBITDA ~~Facility”)~~for any subsequent four-quarter period or any complete fiscal year.

~~The~~1 Merger Agreement contains representations and warranties customary for transactions of this type. The Company has agreed to various customary covenants and agreements, including, among others, agreements to conduct its business in the ordinary course during the period between the execution of the Merger Agreement and the Effective Time, and not to engage in certain kinds of transactions during this period.

The ~~Merger~~following ~~Agreement~~is ~~also~~a ~~contains~~reconciliation ~~customary conditions to Closing for transactions~~ of ~~this~~net ~~type,~~income ~~including the absence of laws or orders prohibiting the consummation of the Merger~~(loss), ~~the~~a ~~receipt~~GAAP ofmeasure ~~necessary antitrust approvals, the prior delivery~~ of ~~satisfactory~~our ~~payoff~~operating ~~letters with respect to the Credit Facility~~results, ~~the accuracy of the parties’ representations and warranties and the~~ ~~compliance~~to byAdjusted ~~the~~EBITDA ~~parties~~as ~~with~~defined ~~their respective obligations~~ in the ~~Merger~~Credit Agreement.

Parent has obtained equity and debt financing commitments for the transactions contemplated by the Merger Agreement, the aggregate proceeds of which, together with the proceeds of the Troxel Rollover and the available cash of the Company, will be sufficient for Parent to pay the aggregate purchase price provided for in the Merger Agreement and all related fees and expenses. Investment funds affiliated with HGGC and Mr. Troxel have also committed to capitalize Parent, at or immediately prior to the Effective Time, on the terms and subject to the terms and conditions set forth in an equity commitment letter, dated as of March 6, 2014, that has been delivered to the Company.


	Fiscal Year Ended January 31,
	2013			2014
	(in millions)
	(Audited)			(Unaudited)
Net income (loss)	$	2.5		$	(3.2	)
Interest expense (income), net (1)		30.3			26.2
Income tax benefit		(4.0	)		(4.6	)
Depreciation and amortization expense (2)		41.0			44.4

EBITDA		69.8			62.8
Restructuring, acquisition and other charges (3)		4.6			14.4

Adjusted EBITDA	$	74.4		$	77.2

~~Credit Suisse Securities~~ (~~USA~~1) ~~LLC~~Interest ~~and~~expense ~~Credit Suisse AG~~(income), ~~Cayman~~net ~~Islands~~includes ~~Branch~~interest ~~(collectively~~income, ~~“Credit~~interest ~~Suisse”)~~expense, ~~have~~amend ~~committed~~and toextend ~~provide debt financing for the~~ transaction onfees ~~the~~and ~~terms~~gains and ~~subject~~losses toon ~~the~~early ~~conditions~~extinguishment ~~set forth in a debt commitment letter, dated as~~ of ~~March 6, 2014, that has been delivered to the Company. The obligations of the Credit Suisse are subject to a number of customary conditions set forth in such~~ debt ~~commitment letter~~. ~~The final termination date for the debt commitment letters is June 30, 2014.~~

~~The~~(2) ~~Merger~~Depreciation ~~Agreement~~and ~~provides~~amortization ~~that~~expense ~~the~~includes ~~Company~~depreciation ~~will~~of befixed ~~entitled~~assets, toamortization ~~specific~~of ~~performance~~leasehold ofimprovements, ~~each~~amortization of ~~Parent’s~~acquired ~~and~~technologies, ~~Merger Sub’s~~amortization ~~obligations to cause the Troxel Rollover~~ and ~~the~~impairment ~~equity~~of ~~financing~~other ~~described~~intangible ~~above~~assets, ~~to be funded~~ and toamortization ~~consummate the Merger in the event that (i) the twenty (20) consecutive business day marketing period for the debt financing has ended and all~~ of ~~the~~stock-based ~~conditions to~~ compensation.

~~Parent’s and Merger Sub’s obligations to consummate the Merger have been satisfied as of the date when Closing is required to have occurred~~ (~~other~~3) ~~than those conditions that by their terms or nature are to be satisfied at the Closing~~Restructuring, ~~each~~acquisition ~~of which shall be capable of being satisfied if the closing date were to occur on the date when Closing is required to have occurred,~~ and ~~those~~other ~~conditions~~charges ~~that~~include ~~Parent’s~~employee ~~or Merger Sub’s breach of the Merger Agreement have caused not to be satisfied)~~payroll, ~~(ii) the~~severance ~~amounts~~and ~~committed~~other toemployee berelated ~~funded~~costs ~~under~~associated ~~the debt commitment letter (or, if alternative financing is being used in accordance the Merger Agreement, pursuant to the commitments~~ with ~~respect~~transitional ~~thereto)~~activities have been funded or will be funded in accordance with the terms thereof at the Closing if such equity financing is funded at the Closing and (iii) the Company has irrevocably confirmed in a written notice delivered to Parent that ~~the~~are ~~Closing~~not ~~will~~expected ~~occur (including,~~ to ~~the~~be ~~extent~~part ~~necessary,~~of ~~that~~our itongoing will waive any condition to the Company’s obligations to consummate the Merger that has not been satisfied) if specific performance is granted and such equity financing and debt financing are funded in accordance with their termsoperations.

The ~~Merger~~foregoing ~~Agreement~~information ~~contains~~related ~~certain~~to ~~termination~~Serena’s ~~rights~~financial results for the ~~Company and~~fiscal ~~Parent~~year ended January 31, 2014 is unaudited. ~~Parent~~Accordingly, ~~will~~this information should be ~~required~~considered toforward-looking ~~pay~~statements ~~the~~based ~~Company~~on amanagement’s ~~termination~~current ~~fee~~expectations ifof Serena’s financial results for the ~~Merger~~fiscal ~~Agreement~~year isended ~~terminated~~January 31, ~~under~~2014. ~~certain~~While ~~circumstances~~Serena ~~because~~believes ~~Parent~~these expectations ~~fails~~are reasonable, these forward-looking statements are inherently subject to ~~complete~~risks ~~the~~and ~~Merger~~uncertainties. orGiven ~~otherwise~~these ~~breaches~~risks ~~its~~and ~~obligations~~uncertainties, ~~under~~Serena’s ~~the~~actual ~~Merger~~results ~~Agreement such~~may ~~that~~differ ~~conditions~~materially tofrom those suggested by the ~~Closing~~forward-looking statements. These forward-looking statements are made only as of the ~~Merger~~date ~~cannot~~hereof, beand ~~satisfied~~Serena does not undertake any obligation to publicly update these forward-looking statements.

InSerena ~~addition~~is furnishing the information under this Item 7.01 in this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the ~~foregoing~~Securities ~~termination~~Exchange ~~rights~~Act of 1934, ~~and~~as amended (the “Exchange Act”), or otherwise subject to ~~certain~~the liabilities of that section and shall not be ~~limitations~~deemed to be incorporated by reference into any of Serena’s filings under the Securities Act of 1933, ~~either~~as ~~party~~amended, ~~may~~or ~~terminate~~the Exchange Act, whether made before or after the ~~Merger~~date ~~Agreement~~hereof ifand regardless of any general incorporation language in such filings, except to the ~~Merger~~extent isexpressly ~~not~~set ~~consummated~~forth by ~~June 30,~~specific ~~2014~~reference in such a filing.

~~Investment~~Item ~~funds affiliated with HGGC and Douglas D~~9. ~~Troxel, as trustee of the Douglas D~~01. ~~Troxel~~Financial ~~Living~~Statements ~~Trust, have provided the Company with a limited guarantee in favor of the Company guaranteeing the payment of the termination fee~~ and ~~related expenses to the extent such fee or related expenses may become payable by Parent to the Company pursuant to the Merger Agreement~~Exhibits.

~~The~~(d) ~~foregoing~~Exhibits: description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by this reference.

~~Item~~Exhibit 399.~~02.~~1 ~~Unregistered~~Unaudited ~~Sales~~financial information of ~~Equity~~Serena ~~Securities~~Software, Inc. for the fiscal year ended January 31, 2014

In2 connection with the modified amended employment offer entered into between the Company and Greg Hughes, Serena’s President and Chief Executive Officer, on March 10, 2014, Serena awarded a total of 775,000 restricted stock units to Mr. Hughes as described under Item 5.02 below, which description is incorporated herein by reference. Insofar as these awards constitute an offer or sale of securities under applicable securities laws, the Company will issue the securities under an exemption from registration requirements pursuant to Rule 701 of the Securities Act of 1933, which provides an exemption for offers and sales of securities pursuant to certain compensatory benefit plans.

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

~~(e)~~Pursuant ~~On March 10, 2014, Mr. Hughes entered into an agreement with the Company~~ to ~~modify his amended employment offer letter dated as of June 20, 2013, to increase~~ the ~~maximum~~requirements ~~payment that Mr. Hughes is entitled to receive upon the cancellation~~ of ~~his restricted stock units in~~ the ~~event~~Securities ofExchange aAct ~~change in control~~ of ~~the Company. As modified~~1934, the ~~offer~~registrant ~~letter~~has ~~provides~~duly ~~that~~caused ~~all~~this ofreport ~~his~~to ~~restricted stock units will~~ be ~~cancelled~~signed ~~immediately~~on ~~prior~~its tobehalf ~~a change in control of the Company in consideration for a payment equal to the per share consideration received~~ by the ~~holders~~undersigned ofhereunto ~~the~~duly ~~Company’s common stock in such change in control transaction multiplied by the number of restricted stock units cancelled, subject to a maximum payment of $2,000,000~~authorized. ~~The agreement with Mr. Hughes is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by this reference.~~

OnSERENA ~~March 10~~SOFTWARE, ~~2014, the Compensation Committee of the Board of Directors of the Company awarded Mr~~INC. ~~Hughes~~ anBy: ~~additional 775,000 restricted stock units pursuant to the Company’~~/s/ ~~Amended~~Edward ~~and~~F. ~~Restated~~Malysz ~~2006~~Name: ~~Stock~~Edward ~~Incentive~~F. ~~Plan~~Malysz ~~and~~Title: ~~the~~Senior ~~Company’s~~Vice ~~Restricted Stock Unit Agreement (Retention Award)~~President, ~~provided~~General ~~that such restricted stock units will only vest upon the consummation of the Merger, subject to Mr. Hughes’ continued employment at that time.~~ Counsel

OnDate: March 1014, 2014, the Compensation Committee of the Board of Directors of the Company approved the award of a discretionary transaction bonus to Robert I. Pender, Jr., Serena’s Senior Vice President, Finance and Chief Financial Officer, in the amount of $610,000, payable on the closing date of the Merger.

~~Item~~EXHIBIT ~~5.07~~INDEX ~~Submission of Matters to a Vote of Security Holders.~~

~~Pursuant~~Item ~~to a written consent effective as of March 6, 2014, our stockholders adopted the Merger Agreement~~9. ~~The written consent was executed by stockholders representing 96,925,780 shares, or 97~~01.~~7%,~~ ofFinancial ~~our~~Statements ~~outstanding~~and ~~common stock~~Exhibits.

~~Forward-looking~~(d) ~~Statements~~Exhibits:

~~Statements~~Exhibit ~~in this Current Report on Form 8-K and the exhibits furnished or filed herewith that relate to future results and events are forward-looking statements based on the Company’s current expectations~~99.1 ~~Actual~~Unaudited ~~results~~financial ~~and~~information ~~events in future periods may differ materially from those expressed or implied by these forward-looking statements because~~ of aSerena ~~number of risks~~Software, ~~uncertainties and other factors~~Inc. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Risks, uncertainties and assumptions include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the inability to complete the Merger due to the failure to satisfy conditions to completion of the Merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the ~~consummation~~fiscal ofyear ~~the~~ended ~~Merger;~~January (3) the failure to obtain the necessary financing arrangements set forth in the debt and equity commitment letters delivered pursuant to the Merger Agreement; (4) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the Merger; and (5) the effect of the announcement of the Merger on the Company’s relationships with its customers31, ~~suppliers, operating results and business generally.~~ 2014

Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements represent the Company’s views as of the date on which such statements were made. The Company anticipates that subsequent events and developments will cause its views to change. However, although the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Company’s Annual Report on Form 10–K for the fiscal year ended January 31, 2013, which was filed with the SEC on March 29, 2013, under the heading “Item 1A—Risk Factors,” and in subsequent reports on Forms 10–Q and 8–K filed with the SEC by the Company.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
2.1*		Agreement and Plan of Merger, dated as of March 6, 2014, by and among Spartacus Acquisition Corp., Spartacus Merger Corp., Serena Software, Inc. and Silver Lake Partners II, L.P., as agent and attorney-in-fact for the Company Common Stockholders, Company RSU Holders and the Company Optionholders
10.1**		Modification of offer letter between Serena Software, Inc. and Greg Hughes dated March 10, 2014
99.1		Press Release, dated March 10, 2014, of Serena Software, Inc.

* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

** Indicates management contract or compensatory plan or arrangement.

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

Date: March 10, 2014

EXHIBIT INDEX

Exhibit Number		Description
2.1*		Agreement and Plan of Merger, dated as of March 6, 2014, by and among Spartacus Acquisition Corp., Spartacus Merger Corp., Serena Software, Inc. and Silver Lake Partners II, L.P., as agent and attorney-in-fact for the Company Common Stockholders, Company RSU Holders and the Company Optionholders
10.1**		Modification of offer letter between Serena Software, Inc. and Greg Hughes dated March 10, 2014
99.1		Press Release, dated March 10, 2014, of Serena Software, Inc.

** Indicates management contract or compensatory plan or arrangement.

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