SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

BladeLogic, Inc.

(Name of Subject Company (Issuer))

Bengal Acquisition Corporation
BMC Software, Inc.

(Names of Filing Persons (Offerors))

Common Stock, par value $0.001 per share
(Titles of classes of securities) 09265M102
(CUSIP number of class of securities)

Denise M. Clolery
Senior Vice President, General Counsel & Secretary
BMC Software, Inc.
2101 CityWest Boulevard
Houston, Texas 77042-2827
(713) 918-8800

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)

Copies to:
Peter F. Kerman
Luke J. Bergstrom
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
Tel: (650) 328-4600

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$831,423,880.00	$	32,674.96

*	Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of up to 29,693,710 shares of common stock, par value $0.001 per share, of BladeLogic at a purchase price of $28.00 per share. Such number of shares consists of (i) 27,985,733 shares of common stock issued and outstanding as of March 16, 2008, and (ii) 1,707,977 shares of common stock that are expected to be issuable before the expiration of the Offer under vested options, stock appreciation rights, performance awards and other rights to acquire BladeLogic shares.
**	The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), equals 0.00003930 of the transaction valuation.
þ	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $32,674.96	Filing Party: BMC Software, Inc. and Bengal Acquisition Corporation
Form or Registration No. Schedule TO	Date Filed: March 21, 2008

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

     This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, as amended through the date hereof (as amended, the “Statement”), originally filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2008, by Bengal Acquisition Corporation, a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of BMC Software, Inc., a Delaware corporation (“BMC”), relating to the offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of BladeLogic, Inc., a Delaware corporation (“BladeLogic”), at a purchase price of $28.00 per share (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 21, 2008 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) respectively. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Statement.

Item 11. Additional Information.

     Item 11 of the Statement is amended and supplemented by adding the following at the end thereof:

     “BMC and BladeLogic filed separate HSR Notifications with the Antitrust Division of the U.S. Department of Justice and the Federal Trade Commission under the HSR Act in connection with the Offer on March 21, 2008. On March 31, 2008, BMC was notified that the U.S. Department of Justice and the Federal Trade Commission have granted early termination of the required waiting period under the HSR Act with respect to the Offer. Accordingly, the condition to the Offer requiring the expiration or early termination of the waiting period under the HSR Act has been satisfied. BMC does not believe that there are any further waiting periods that are required to expire or regulatory approvals needed with respect to the Offer under any other Antitrust Law. The Offer continues to be conditioned upon the other conditions described in Section 14—“Conditions to the Offer” of the Offer to Purchase, including, among other things, the satisfaction of the Minimum Condition.”

Item 12. Exhibits.

     Item 12 of the Statement is amended and supplemented by adding the following:

     “(a)(1)(I) Press Release issued by BMC on March 31, 2008.”

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bengal Acquisition Corporation
By:	/s/ Christopher C. Chaffin
	Name:	Christopher C. Chaffin
	Title:	Secretary
BMC Software, Inc.
By:	/s/ Christopher C. Chaffin
	Name:	Christopher C. Chaffin
	Title:	Vice President, Deputy General Counsel and Assistant Secretary

Date: March 31, 2008

INDEX TO EXHIBITS

(a)(1)(A)	Offer to Purchase, dated as of March 21, 2008.*+
(a)(1)(B)	Letter of Transmittal.*+
(a)(1)(C)	Notice of Guaranteed Delivery.*+
(a)(1)(D)	Letter to Brokers, Dealers, Banks, Trust Companies and other Nominees.*+
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and other Nominees.*+
(a)(1)(F)	Press Release issued by BMC on March 17, 2008. (1)
(a)(1)(G)	Press Release issued on March 21, 2008.*+
(a)(1)(H)	Summary Advertisement published on March 21, 2008.*
(a)(1)(I)	Press Release issued by BMC on March 31, 2008.
(d)(1)	Agreement and Plan of Merger, dated as of March 17, 2008, among BMC, the Purchaser and BladeLogic.* (2)
(d)(2)	Form of Tender and Support Agreement, dated as of March 17, 2008, among BMC, the Purchaser, and each of Steven C. Walske, Myriad Investments, LLC, John J. Gavin, Peter Gyenes, R. David Tabors, Battery Ventures VI, L.P., Battery Investment Partners VI, LLC, John McMahon, Edwin J. Gillis, Robert P. Goodman, Bessemer Venture Partners V L.P., Bessec Ventures V L.P., BVE 2001 LLC, BVE 2001 (Q) LLC, BIP 2001 L.P., Mark Terbeek, MK Capital SBIC, L.P., MK Capital, L.P., MK BladeLogic, LLC, Vijay Manwani and Dev Ittycheria.*
(d)(3)	Mutual Nondisclosure Agreement, dated as of March 2, 2008, by and between BladeLogic and BMC.*

*	Previously filed as exhibits to the Statement on March 21, 2008.
+	Previously mailed to the holders and beneficial owners of the Shares on March 21, 2008.
(1)	incorporated by reference to the Schedule TO-C filed by BMC with the SEC on March 18, 2008.
(2)	incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by BladeLogic with the SEC on March 18, 2008.

EX-99.(A)(1)(I)

Exhibit (a)(1)(l)

Editorial contacts:

Mark Stouse
BMC Software
+1 713-918-2714
mark_stouse@bmc.com

Jen Cadmus
Waggener Edstrom
+1 512-934-8350
jcadmus@waggeneredstrom.com

BMC Software
2101 City West Blvd.
Houston, Texas 77042
United States of America
www.bmc.com

BMC SOFTWARE ANNOUNCES EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD

HOUSTON, March 31, 2008 — BMC Software (NYSE: BMC) today announced the early termination of the waiting period required by the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with respect to the previously announced tender offer for all outstanding shares of BladeLogic, Inc. (NASDAQ:BLOG) at a price of $28.00 per share, net to the seller in cash, without interest, commenced by Bengal Acquisition Corporation, a wholly owned subsidiary of BMC Software (the “Offer”).

In connection with the Offer, BMC Software and BladeLogic filed a Notification and Report Form on March 21, 2008 with the Antitrust Division of the U.S. Department of Justice and the Federal Trade Commission under the HSR Act. On March 31, 2008, BMC was notified that the U.S. Department of Justice and the Federal Trade Commission granted early termination of the required waiting period under the HSR Act with respect to the Offer. Accordingly, the condition to the Offer requiring the expiration or early termination of the waiting period under the HSR Act has been satisfied. BMC Software does not believe that there are any further waiting periods required to expire or regulatory approvals needed with respect to the Offer under any similar antitrust or competition law. The Offer continues to be conditioned upon the other conditions described in the

offer to purchase, the related letter of transmittal and other tender offer materials that Bengal Acquisition Corporation filed with the Securities and Exchange Commission on March 21, 2008, as amended.

About BMC Software
BMC Software is a leading global provider of enterprise management solutions that empower the world’s largest and most sophisticated organizations to automate their IT and align it to the needs of the business. Delivering Business Service Management, BMC solutions span enterprise systems, applications, databases and service management. For the four fiscal quarters ended December 31, 2007, BMC revenue was approximately $1.7 billion. For more information, visit www.bmc.com.

Legal Statements
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND THE OFFER TO BUY SHARES OF BLADELOGIC’S COMMON STOCK IS ONLY BEING MADE PURSUANT TO THE TENDER OFFER STATEMENT ON SCHEDULE TO, INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND OTHER TENDER OFFER MATERIALS THAT BENGAL ACQUISITION CORPORATION, A WHOLLY OWNED SUBSIDIARY OF BMC SOFTWARE, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 21, 2008, AS AMENDED. BLADELOGIC STOCKHOLDERS SHOULD READ THOSE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. BLADELOGIC STOCKHOLDERS WILL BE ABLE TO OBTAIN THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND OTHER RELATED MATERIALS WITH RESPECT TO THE OFFER, FREE OF CHARGE AT THE WEBSITE OF THE SECURITIES AND EXCHANGE COMMISSION AT WWW.SEC.GOV, FROM THE INFORMATION AGENT AND DEALER MANAGER NAMED IN THE TENDER OFFER MATERIALS OR FROM BENGAL ACQUISITION CORPORATION.

This press release contains forward-looking statements that involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, actual results could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed

forward-looking statements, including the expected benefits and costs of the transaction; management plans relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions, including those conditions related to regulatory approvals; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; that the transaction may not be timely completed, if at all; and other risks that are described from time to time in BMC’s and BladeLogic’s Securities and Exchange Commission reports, including but not limited to the risks described in BMC’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2007 and BladeLogic’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2007. BMC assumes no obligation and does not intend to update these forward-looking statements.

BMC, BMC Software, and the BMC Software logo are the exclusive properties of BMC Software, Inc., are registered with the U.S. Patent and Trademark Office, and may be registered or pending registration in other countries. All other BMC trademarks, service marks, and logos may be registered or pending registration in the U.S. or in other countries. All other trademarks or registered trademarks are the property of their respective owners. ^© Copyright 2008 BMC Software, Inc.