8-K

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

June 1, 2011

Date of Report (date of earliest event reported)

ADVENT SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

State of Delaware	0-26994	94-2901952
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

600 Townsend Street

San Francisco, California 94103

(Address of principal executive offices)

(415) 543-7696

(Registrant’s telephone number, including area code)

(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:

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

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

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

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

TABLE OF CONTENTS

EXHIBIT 2.1

EXHIBIT 2.2

EXHIBIT 99.1

ITEM 2.01 Completion of Acquisition or Disposition of Assets

As of June 1, 2011, Advent Software, Inc. (“Advent” or the “Company”) completed its acquisition of Black Diamond Performance Reporting, LLC, a Florida limited liability company (“Black Diamond”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated May 12, 2011, by and among the Company, Birdie Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, (“Merger Sub”), Black Diamond and, with respect to Article VII, Article VIII and Article IX thereof only, Reed Colley as securityholders’ representative and U.S. Bank National Association as escrow agent, as amended by the Amendment to Agreement and Plan of Merger, dated June 1, 2011 (the “Amendment”). Pursuant to the Merger Agreement and the Amendment, Black Diamond merged with and into Merger Sub, the separate corporate existence of Black Diamond ceased and Merger Sub continued as the surviving entity and a wholly-owned subsidiary of the Company.

The total consideration paid by Advent in connection with the merger was approximately $73 million in cash. Approximately $7 million of the consideration was placed into escrow for up to approximately eighteen (18) months following the closing to be held as partial security for losses incurred by the Company in the event of certain breaches of the representations and warranties contained in the Merger Agreement or certain other events.  All options to acquire Black Diamond ownership interests became vested and were cancelled and converted into the right to a portion of the merger consideration.

The foregoing description of the transactions consummated pursuant to the Merger Agreement, as amended, does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to Advent’s Current Report on Form 8-K, filed on May 16, 2011, and is incorporated herein by reference, and to the Amendment, which is filed as Exhibit 2.2 hereto and is incorporated herein by reference.

ITEM 8.01  Other Events

The Company issued a press release on June 2, 2011 announcing that it completed the acquisition of Black Diamond. The full text of the press release is set forth in the attached Exhibit 99.1.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are furnished as part of this Current Report on Form 8-K.

Exhibit No.	Exhibit Description
2.1*	Agreement and Plan of Merger dated as of May 12, 2011 by and among the Company, Birdie Acquisition LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, Black Diamond Performance Reporting, LLC, a Florida limited liability company, and, with respect to Article VII, Article VIII and Article IX thereof only, Reed Colley as securityholders’ representative and U.S. Bank National Association as escrow agent (which is incorporated herein by reference to Exhibit 2.1 to Advent’s Current Report on Form 8-K filed on May 16, 2011).
2.2	Amendment to Agreement and Plan of Merger dated as of June 1, 2011 by and among the Company, Birdie Acquisition LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, Black Diamond Performance Reporting, LLC, a Florida limited liability company, and Reed Colley as securityholders’ representative.
99.1	Press release dated June 2, 2011.

* Previously filed

2

SIGNATURES

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, thereunto duly authorized.

ADVENT SOFTWARE, INC.
By:	/s/ James S. Cox
	James S. Cox
	Senior Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

Dated: June 6, 2011

3

EXHIBIT INDEX

Exhibit No.	Exhibit Description
2.1*	Agreement and Plan of Merger dated as of May 12, 2011 by and among the Company, Birdie Acquisition LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, Black Diamond Performance Reporting, LLC, a Florida limited liability company, and, with respect to Article VII, Article VIII and Article IX thereof only, Reed Colley as securityholders’ representative and U.S. Bank National Association as escrow agent (which is incorporated herein by reference to Exhibit 2.1 to Advent’s Current Report on Form 8-K filed on May 16, 2011).
2.2	Amendment to Agreement and Plan of Merger dated as of June 1, 2011 by and among the Company, Birdie Acquisition LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, Black Diamond Performance Reporting, LLC, a Florida limited liability company, and Reed Colley as securityholders’ representative.
99.1	Press release dated June 2, 2011.

* Previously filed

4

EX-2.2

Exhibit 2.2

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This Amendment to the Agreement and Plan of Merger dated May 12, 2011 (the “Merger Agreement”) by and among Advent Software, Inc. (“Parent”), Birdie Acquisition LLC, Black Diamond Performance Reporting, LLC (the “Company”), and, with respect to Article VII, Article VIII and Article IX only, Reed Colley, as the Securityholders’ Representative and U.S. Bank National Association, as Escrow Agent is made and entered into as of June 1, 2011.

1.  Pursuant to Section 8.3 of the Merger Agreement, Section 1.6(a)(xlii) of the Merger Agreement is hereby amended and restated in its entirety as follows:

“(xlii) “Merger Consideration” shall mean an amount of cash equal to $73,000,000 minus (i) the sum of (1) the amount of all Change of Control Payments in excess of (A) $500,000 minus (B) Transaction Payroll Taxes, if any, (2) the amount of Transaction Expenses set forth in the Statement of Expenses and (3) the amount of the 2011 Bonus Plan, plus (ii) the aggregate exercise price of all Company Options that are cancelled or terminated and exchanged pursuant to Section 1.6(c) hereof.”

2.  Pursuant to Section 8.3 of the Merger Agreement, Section 5.15(a)(i) of the Merger Agreement is hereby amended and restated in its entirety as follows:

“(i)    Unless otherwise required by the IRS or any other applicable taxing authority, the parties agree to treat and report the Merger for U.S. federal and, to the extent applicable, state income tax purposes as (A) a taxable sale of the Company’s assets to Parent for a purchase price equal to the Merger Consideration increased by the amounts referred to in clauses (i)(1), (i)(2), (i)(3) and decreased by the amount referred to in clause (ii) of the definition of such term in Section 1.6 (a) (xlii) plus any liabilities of the Company assumed by the Surviving Company in connection with the Merger or to which the Company’s assets are subject in the hands of the Surviving Company as of the Closing, (B) a payment by the Company (and not by the Surviving Company or Parent) of the amounts referred to in clauses (i)(1), (i)(2), and (i)(3) of the definition of the term Merger Consideration in Section 1.6 (a) (xlii), and (C) liquidation of the Company. Parent, the Company, and the Unitholders shall not take any actions or positions inconsistent with the obligations of the parties with respect to Tax matters set forth herein.”

3.  The other terms and provisions of the Merger Agreement shall otherwise remain in full force and effect without amendment.

[Remainder of page intentionally left blank.]

ADVENT SOFTWARE, INC.		BLACK DIAMOND PERFORMANCE REPORTING, LLC
By	/s/ Stephanie G. DiMarco	By	/s/ Reed Colley
Name: Stephanie G. DiMarco		Name: Reed Colley
Title  Chief Executive Officer		Title: Chief Executive Officer
BIRDIE ACQUISITION LLC		SECURITYHOLDERS’ REPRESENTATIVE
By:	/s/ Randall Cook	By	/s/ Reed Colley
Name: Randall Cook		Name  Reed Colley
Title: General Counsel and Secretary

[SIGNATURE PAGE TO AMENDMENT TO AGREEMENT AND PLAN OF MERGER]

EX-99.1

Exhibit 99.1

Advent Completes Acquisition of Black Diamond Performance Reporting

Acquisition Accelerates Company’s Advisory Strategy with Addition of Purpose-Built Solutions for Advisors

SAN FRANCISCO and JACKSONVILLE — June 2, 2011 — Advent Software, Inc. (NASDAQ: ADVS), a leading provider of software and services for the investment management industry, announced that as of June 1, 2011, it completed its acquisition of Black Diamond Performance Reporting, LLC (“Black Diamond”), a leading provider of web-based, outsourced portfolio management and reporting platforms for independent advisors. Under the terms of the agreement, which were previously announced on May 12, 2011, Advent has acquired all of the outstanding ownership units of Black Diamond for approximately $73 million in cash.

Black Diamond is now a distinct business group within Advent, chartered with setting the Company’s strategy for delivering value and innovation to US advisory firms. Black Diamond’s existing management team, led by Reed Colley, Black Diamond’s Founder and CEO, will direct the Black Diamond business group. Advent will continue to invest in and evolve the Black Diamond platform, as well as its Advent Portfolio Exchange® (APX)/Advent OnDemand®, Axys®, Moxy ®, and Geneva® platforms, with each serving distinct client segments: advisors, asset managers, and alternative managers.

“Since we founded Black Diamond, our mission has been to develop technology solutions that help advisors be great, and this acquisition is an opportunity to further our ability to deliver on that promise,” said Mr. Colley. “As we’ve talked to clients around the country about our vision for the future and our commitment to the market, the engagement and feedback has been amazing. Our clients have told us that they want to see us continue to innovate and to keep delivering personalized service, and that’s exactly what we intend to do. I’m confident that, as a part of Advent, we will be able to accelerate plans to build on what we’ve created and push it to another level.”

“For more than 25 years, Advent has been a pioneer in developing purpose-built solutions to help the investment management industry find solutions for mission critical problems. From hedge funds and asset managers through advisors, we know that there is no one-size-fits-all solution, and the best way to provide effective solutions is to stay close to the unique needs of each client base we serve,” said Advent’s President Pete Hess. “Black Diamond understands the business of advisors and has been laser focused on applying innovation in product and services to bring new solutions to this market. We intend to fuel that focus by supporting the culture and spirit that make it possible for Black Diamond to continuously deliver superior solutions for advisors.”

Complementing the Company’s portfolio management, accounting, trading and compliance platforms are Advent’s robust data services offerings, as well as Tamale RMS®, Advent’s industry-leading research management solution (RMS), which will continue to operate as its own business group focused on driving adoption of RMS across all segments of the investment management industry.

To learn more and follow the conversation, please visit: http://blogs.advent.com/executive-view/

About Black Diamond Performance Reporting

Black Diamond is a leading provider of Web-based, outsourced portfolio management and reporting platforms to independent advisors, wealth managers, banks, broker-dealers and family offices. Founded in 2003, Black Diamond currently reports on over $75 billion in advisor assets and is a pioneer in delivering daily reconciliation and performance reporting services through a dynamic, user-friendly and customizable platform.  Black Diamond has been recognized as a top ten fastest-growing firm in Northeastern Florida for the past two years and one of the top three Best Places to Work in Jacksonville by the Jacksonville Business Journal.  Black Diamond Performance Reporting is headquartered in Jacksonville, Florida, with offices in Dallas, Denver, Philadelphia, New York and San Francisco.  For more information about Black Diamond services visit http://www.blackdiamondreporting.com.

About Advent

Advent Software, Inc., a global firm, has provided trusted solutions to the world’s financial professionals since 1983.  Firms in more than 50 countries count on Advent technology to run their mission-critical operations.  Advent’s quality software, data, services and tools enable financial professionals to improve service and communication to their clients, allowing them to grow their business while controlling operational risks and costs.  Advent is the only financial services software company to be awarded the Service Capability and Performance certification for being a world-class support and services organization.  For more information on Advent products visit http://www.advent.com/about/resources/demos/pr.

Forward-looking Statements

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995.  Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.  Forward-looking statements in this press release include, without limitation, statements regarding: the expected benefits and results of the acquisition; Black Diamond’s expected financial contributions to revenues and earnings; Advent’s leadership and market position; Advent’s scale, resources, expertise and presence; Advent’s products and services; and Advent’s customers; and other matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or levels of stock repurchases to differ materially from that expressed or implied by this press release.  Such risk factors include, among others: difficulties encountered in integrating merged businesses and achieving expected synergies; whether certain market segments grow as anticipated; Advent’s ability to retain key employees; the competitive environment of the software industry and competitive responses to the proposed merger; and whether the companies can successfully develop new products and the degree to which these gain market acceptance.  Actual results may differ materially from those contemplated in the forward-looking statements in this press release.  Additional information concerning these and other risk factors is contained in Advent’s most recently filed quarterly report on Form 10-Q and 2010 annual report on Form 10-K.  The Company disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

The Advent logo, Advent Software, Advent Portfolio Exchange, Moxy, Advent OnDemand, Axys, Geneva, and Tamale RMS are registered trademarks of Advent Software, Inc.  All other company names or marks mentioned herein are those of their respective owners.

Contacts

Advent Software:

Smita Topolski

(415) 645-1668

stopolsk@advent.com