TIBCO Software Inc. Stockholders' Equity

12 Months Ended

Nov. 30, 2011

TIBCO Software Inc. Stockholders' Equity [Abstract]

TIBCO Software Inc. Stockholders' Equity

14.    TIBCO Software Inc. Stockholders' Equity

Preferred Stock

Our certificate of incorporation, as amended and restated, authorizes us to issue 75.0 million shares of $0.001 par value preferred stock. As of November 30, 2011, no preferred stock was issued or outstanding.

Common Stock

Our certificate of incorporation, as amended and restated, authorizes us to issue 1.2 billion shares of $0.001 par value common stock. As of November 30, 2011, approximately 166,287,000 shares of common stock were issued and outstanding. The outstanding shares of common stock as of November 30, 2011 include approximately 3,443,000 shares of restricted stock. All of the outstanding shares of restricted stock remain unvested as of November 30, 2011. The balance of unvested restricted stock will be forfeited and automatically transferred back to us at no cost upon the recipient's discontinuing employment for any reason.

Stockholder Rights Plan

In February 2004, our Board of Directors adopted a stockholder rights plan designed to guard against partial tender offers and other coercive tactics to gain control of us without offering a fair and adequate price and terms to all of our stockholders.

In connection with the plan, the Board of Directors declared a dividend of one right (a "Right") to purchase one one-thousandth share of our Series A Participating Preferred Stock ("Series A Preferred") for each share of our common stock outstanding on March 5, 2004 (the "Record Date"). Of the 75.0 million shares of preferred stock authorized under our certificate of incorporation, as amended and restated, 25.0 million have been designated as Series A Preferred. The Board of Directors further directed the issuance of one such right with respect to each share of our common stock that is issued after the Record Date, except in certain circumstances. The rights will expire on March 5, 2014.

The Rights are initially attached to our common stock and will not be traded separately. If a person or a group (an "Acquiring Person") acquires 15% or more of our common stock, or announces an intention to make a tender offer for 15% or more of our common stock, the Rights will be distributed and will thereafter be traded separately from the common stock. Each Right will be exercisable for 1/1000th of a share of Series A Preferred at an exercise price of $70 (the "Purchase Price"). The Series A Preferred has been structured so that the value of 1/1000th of a share of such preferred stock will approximate the value of one share of common stock. Upon a person becoming an Acquiring Person, holders of the Rights (other than the Acquiring Person) will have the right to receive, upon exercise, shares of our common stock having a value equal to two times the Purchase Price.

If a person becomes an Acquiring Person and we are acquired in a merger or other business combination, or 50% or more of our assets are sold to an Acquiring Person, the holder of Rights (other than the Acquiring Person) will have the right to receive shares of common stock of the acquiring corporation having a value equal to two times the Purchase Price. After a person has become an Acquiring Person, our Board of Directors may, at its option, require the exchange of outstanding Rights (other than those held by the Acquiring Person) for common stock at an exchange ratio of one share of our common stock per Right.

The Board may redeem outstanding rights at any time prior to a person becoming an Acquiring Person at a price of $0.001 per Right. Prior to such time, the terms of the Rights may be amended by the Board of Directors.

Stock Repurchase Programs

In April 2010, our Board of Directors approved a new stock repurchase program pursuant to which we were able to repurchase up to $300.0 million of our outstanding common stock from time to time in the open market or through privately negotiated transactions. In connection with the approval of this program, our Board of Directors also terminated our previous $300.0 million stock repurchase program from April 2008 and the remaining authorized amount of $26.7 million under the April 2008 stock repurchase program was canceled. The remaining authorized amount for stock repurchases under the April 2010 stock repurchase program was $158.9 million as of the end of fiscal year 2010 and was canceled as described in the immediately succeeding paragraph.

On December 21, 2010, we announced that our Board of Directors approved a new stock repurchase program pursuant to which we may repurchase up to $300.0 million of our outstanding common stock from time to time in the open market or through privately negotiated transactions. In connection with the approval of this program, our Board of Directors also terminated our previous $300.0 million stock repurchase program from April 2010, and the remaining authorized amount of $158.9 million under the April 2010 stock repurchase program was canceled. The remaining authorized amount for stock repurchases under the December 2010 stock repurchase program was $105.9 million as of the end of fiscal year 2011.

All repurchased shares of common stock have been retired. The following table summarizes the activities under the stock repurchase programs for the periods indicated (in thousands, except per share data):

	Year Ended November 30,
	2011		2010		2009
Cash used for repurchases	$	194,059	$	204,280	$	106,447
Shares repurchased		7,310		15,084		12,928
Average price per share	$	26.55	$	13.54	$	8.23

Between December 1, 2011 and January 20, 2012, we repurchased 2.8 million shares of our outstanding common stock at an average price of $24.08 per share pursuant to the December 2010 stock repurchase program.

In connection with the stock repurchase activities during fiscal years 2011, 2010 and 2009 we classified $99.7 million, $116.6 million and $47.9 million, respectively, of the excess purchase price over the par value of our common stock to retained earnings and $94.4 million, $87.7 million and $58.5 million, respectively, to additional paid-in capital.