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

Date of report (date of earliest event reported): February 1, 2007

BORLAND SOFTWARE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-10824	94-2895440
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification No.)

20450 Stevens Creek Blvd., Suite 800
Cupertino, California 95014
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(408) 863-2800

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:

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

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

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

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

TABLE OF CONTENTS

EXHIBIT 99.1

Item 8.01 Other Events.

     On February 1, 2007, Borland Software Corporation (the “Company”) issued a press release announcing the pricing of its offering of $175 million of 2.75% Convertible Senior Notes due 2012 to be sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Company has granted the initial purchaser a 30-day option to purchase up to an additional $25 million aggregate principal amount of the notes to cover over-allotments. Attached as Exhibit 99.1 is the press release of the Company regarding the pricing of its offering of 2.75% Convertible Senior Notes due 2012. Exhibit 99.1 is incorporated by reference under this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit
No.	Description
Exhibit 99.1	Press release dated February 1, 2007 regarding the pricing of its offering of 2.75% Convertible Senior Notes due 2012

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.

BORLAND SOFTWARE CORPORATION
By:	/s/ Gregory J. Wrenn
	Gregory J. Wrenn
	Senior Vice President & General Counsel

February 1, 2007

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press release dated February 1, 2007 regarding the pricing of its offering of 2.75% Convertible Senior Notes due 2012

EX-99.1

Exhibit 99.1

Borland Software Corporation Announces Pricing
of $175 Million of 2.75% Convertible Senior Notes Due 2012

CUPERTINO, CA, February 1, 2007 — Borland Software Corporation (NASDAQ: BORL; the “Company”) announced today the pricing of its offering of $175 million of 2.75% Convertible Senior Notes due 2012 to be sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Company has also granted the initial purchaser of the notes a 30-day option to purchase up to an additional $25 million aggregate principal amount of the notes to cover over-allotments. The sale of the notes is expected to close on February 6, 2007.

Under certain circumstances, the notes will be convertible into the Company’s common stock at an initial conversion rate of 156.8627 shares per $1,000 principal amount of the notes, subject to adjustment (equal to an initial conversion price of approximately $6.38 per share). Upon conversion, the Company will deliver a number of shares of our common stock equal to the conversion rate for each $1,000 principal amount of notes converted, unless prior to the date of such conversion the Company has obtained stockholder approval to settle conversions of the notes in cash and shares of our common stock. The official NASDAQ closing price for the Company’s common stock on February 1, 2007 was $5.10 per share.

The Company intends to use the net proceeds of the private placement to repurchase approximately $30 million of the Company’s common stock and for other general corporate purposes, including potential acquisitions.

The notes, and the common stock issuable upon conversion of the notes, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and are being offered in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Unless so registered, the notes, and common stock issued upon conversion of the notes, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This announcement is neither an offer to sell nor a solicitation to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or

sale is unlawful. The securities will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act of 1933 and applicable state laws.

Investor Contact:
Erica Abrams, The Blueshirt Group for Borland
415-217-5864
erica@blueshirtgroup.com