SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Borland Software Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

099849101

(CUSIP Number)

August 22, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

	o	Rule 13d-1(b)
	x	Rule 13d-1(c)
	o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 099849101


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only):
	WS Capital, L.L.C.

(2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o (b) x


(3)	SEC Use Only


(4)	Citizenship or Place of Organization: Texas

Number of Shares Beneficially Owned	(5)	Sole Voting Power:	0*
by Each Reporting Person With	(6)	Shared Voting Power:	3,211,322*
	(7)	Sole Dispositive Power:	0*
	(8)	Shared Dispositive Power:	3,211,322*

(9)	Aggregate Amount Beneficially Owned by Each Reporting Person:
	3,211,322*

(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
	N/A

(11)	Percent of Class Represented by Amount in Row (9): 4.4%*

(12)	Type of Reporting Person (See Instructions): HC/OO

L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 3,695,022 Shares, or approximately 5.1% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 3,211,322 Shares, or approximately 4.4% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV and Patrick P. Walker are deemed to beneficially own 483,700 Shares, or approximately 0.7% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

CUSIP NO. 099849101


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only):
	WS Capital Management, L.P.

(2)	Check the Appropriate Box if a Member of a Group (See Instructions
	(a) o (b) x


(3)	SEC Use Only


(4)	Citizenship or Place of Organization: Texas

Number of Shares Beneficially Owned	(5)	Sole Voting Power:	0*
by Each Reporting Person With	(6)	Shared Voting Power:	3,211,322*
	(7)	Sole Dispositive Power:	0*
	(8)	Shared Dispositive Power:	3,211,322*

(9)	Aggregate Amount Beneficially Owned by Each Reporting Person:
	3,211,322*

(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
	N/A

(11)	Percent of Class Represented by Amount in Row (9): 4.4%*

(12)	Type of Reporting Person (See Instructions): IA/PN

general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 3,695,022 Shares, or approximately 5.1% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 3,211,322 Shares, or approximately 4.4% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV and Patrick P. Walker are deemed to beneficially own 483,700 Shares, or approximately 0.7% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

CUSIP NO. 099849101


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only):
	WSV Management, L.L.C.

(2)	Check the Appropriate Box if a Member of a Group (See Instructions
	(a) o (b) x


(3)	SEC Use Only


(4)	Citizenship or Place of Organization: Texas

Number of Shares Beneficially Owned	(5)	Sole Voting Power:	0*
by Each Reporting Person With	(6)	Shared Voting Power:	483,700*
	(7)	Sole Dispositive Power:	0*
	(8)	Shared Dispositive Power:	483,700*

(9)	Aggregate Amount Beneficially Owned by Each Reporting Person:
	483,700*

(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
	N/A

(11)	Percent of Class Represented by Amount in Row (9): 0.7%*

(12)	Type of Reporting Person (See Instructions): HC/OO

CUSIP NO. 099849101


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only):
	WS Ventures Management, L.P.

(2)	Check the Appropriate Box if a Member of a Group (See Instructions
	(a) o (b) x


(3)	SEC Use Only


(4)	Citizenship or Place of Organization: Texas

Number of Shares Beneficially Owned	(5)	Sole Voting Power:	0*
by Each Reporting Person With	(6)	Shared Voting Power:	483,700*
	(7)	Sole Dispositive Power:	0*
	(8)	Shared Dispositive Power:	483,700*

(9)	Aggregate Amount Beneficially Owned by Each Reporting Person:
	483,700*

(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
	N/A

(11)	Percent of Class Represented by Amount in Row (9): 0.7%*

(12)	Type of Reporting Person (See Instructions): IA/PN

CUSIP NO. 099849101


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only):
	Reid S. Walker

(2)	Check the Appropriate Box if a Member of a Group (See Instructions
	(a) o (b) x


(3)	SEC Use Only


(4)	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned	(5)	Sole Voting Power:	0*
by Each Reporting Person With	(6)	Shared Voting Power:	3,695,022*
	(7)	Sole Dispositive Power:	0*
	(8)	Shared Dispositive Power:	3,695,022*

(9)	Aggregate Amount Beneficially Owned by Each Reporting Person:
	3,695,022*

(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
	N/A

(11)	Percent of Class Represented by Amount in Row (9): 5.1%*

(12)	Type of Reporting Person (See Instructions): IN

CUSIP NO. 099849101


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only):
	G. Stacy Smith

(2)	Check the Appropriate Box if a Member of a Group (See Instructions
	(a) o (b) x


(3)	SEC Use Only


(4)	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned	(5)	Sole Voting Power:	0*
by Each Reporting Person With	(6)	Shared Voting Power:	3,695,022*
	(7)	Sole Dispositive Power:	0*
	(8)	Shared Dispositive Power:	3,695,022*

(9)	Aggregate Amount Beneficially Owned by Each Reporting Person:
	3,695,022*

(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
	N/A

(11)	Percent of Class Represented by Amount in Row (9): 5.1%*

(12)	Type of Reporting Person (See Instructions): IN

CUSIP NO. 099849101


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only):
	Patrick P. Walker

(2)	Check the Appropriate Box if a Member of a Group (See Instructions
	(a) o (b) x


(3)	SEC Use Only


(4)	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned	(5)	Sole Voting Power:	0*
by Each Reporting Person With	(6)	Shared Voting Power:	483,700*
	(7)	Sole Dispositive Power:	0*
	(8)	Shared Dispositive Power:	483,700*

(9)	Aggregate Amount Beneficially Owned by Each Reporting Person:
	483,700*

(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
	N/A

(11)	Percent of Class Represented by Amount in Row (9): 0.7%*

(12)	Type of Reporting Person (See Instructions): IN

Item 1(a).	Name Of Issuer: Borland Software Corporation

Item 1(b).	Address of Issuer's Principal Executive Offices:
	8303 N. Mopac Expressway, Suite A-300
	Austin, Texas 78759

Item 2(a).	Name of Person Filing: WS Capital, L.L.C., WS Capital Management, L.P., WSV Management, L.L.C., WS Ventures Management, L.P., Reid S. Walker, G. Stacy Smith, Patrick P. Walker

Item 2(b).	Address of Principal Business Office or, if None, Residence:
	300 Crescent Court, Suite 1111
	Dallas, Texas 75201

Item 2(c).	Citizenship:
	WS Capital, L.L.C.	Texas
	WS Capital Management, L.P.	Texas
	WSV Management, L.L.C.	Texas
	WS Ventures Management, L.P.	Texas
	Reid S. Walker	United States
	G. Stacy Smith	United States
	Patrick P. Walker	United States

Item 2(d).	Title of Class of Securities: Common Stock, par value $0.01 per share

Item 2(e).	CUSIP No.: 099849101


Item 3.	If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:

	Not Applicable.


Item 4.	Ownership

(a)	Amount Beneficially Owned (as of August 22, 2008):
	WS Capital, L.L.C.	3,211,322*
	WS Capital Management, L.P.	3,211,322*
	WSV Management, L.L.C.	483,700*
	WS Ventures Management, L.P.	483,700*
	Reid S. Walker	3,695,022*
	G. Stacy Smith	3,695,022*
	Patrick P. Walker	483,700*

(b)	Percent of Class (as of August 22, 2008):
	WS Capital, L.L.C.	4.4%*
	WS Capital Management, L.P.	4.4%*
	WSV Management, L.L.C.	0.7%*
	WS Ventures Management, L.P.	0.7%*
	Reid S. Walker	5.1%*
	G. Stacy Smith	5.1%*
	Patrick P. Walker	0.7%*

(c)	Number of Shares as to which such person has:

	(i) Sole power to vote or to direct the vote:	0*

(ii)	Shared power to vote or to direct the vote:
	WS Capital, L.L.C.	3,211,322*
	WS Capital Management, L.P.	3,211,322*
	WSV Management, L.L.C.	483,700*
	WS Ventures Management, L.P.	483,700*
	Reid S. Walker	3,695,022*
	G. Stacy Smith	3,695,022*
	Patrick P. Walker	483,700*

(iii)	Sole power to dispose or to direct the disposition of	0*

(iv)	Shared power to dispose or to direct the
	disposition of:
	WS Capital, L.L.C.	3,211,322*
	WS Capital Management, L.P.	3,211,322*
	WSV Management, L.L.C.	483,700*
	WS Ventures Management, L.P.	483,700*
	Reid S. Walker	3,695,022*
	G. Stacy Smith	3,695,022*
	Patrick P. Walker	483,700*

-------------

* Based on 73,206,301 shares of common stock, par value $0.01 per share (the "Shares"), of Borland Software Corporation (the "Company"), outstanding as of July 31, 2008, as disclosed in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2008. As of August 22, 2008 (the "Reporting Date"), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International, the "WS Funds") owned in the aggregate 3,211,322 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International, and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 483,700 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 3,695,022 Shares, or approximately 5.1% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 3,211,322 Shares, or approximately 4.4% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV and Patrick P. Walker are deemed to beneficially own 483,700 Shares, or approximately 0.7% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

Item 5.	Ownership of Five Percent or Less of a Class

	Not Applicable.


Item 6.	Ownership of More Than Five Percent on Behalf of Another Person

	Not Applicable.


Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

	Not Applicable.


Item 8.	Identification and Classification of Members of the Group

	Not Applicable.


Item 9.	Notice of Dissolution of Group

	Not Applicable.


Item 10.	Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable 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.

September 3, 2008

	WS CAPITAL, L.L.C.

	By: /s/ Reid S. Walker

	Reid S. Walker, Member


	WS CAPITAL MANAGEMENT, L.P.

	By: WS Capital, L.L.C., its general partner

	By: /s/ Reid S. Walker

	Reid S. Walker, Member


	WSV MANAGEMENT, L.L.C.

	By: /s/ Reid S. Walker

	Reid S. Walker, Member


	WS VENTURES MANAGEMENT, L.P.

	By: WSV Management, L.L.C., its general partner

	By: /s/ Reid S. Walker

	Reid S. Walker, Member

	/s/ Reid S. Walker

	REID S. WALKER

	/s/ G. Stacy Smith

	G. STACY SMITH

	/s/ Patrick P. Walker

	PATRICK P. WALKER

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of Borland Software Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of September 3, 2008.

	WS CAPITAL, L.L.C.

	By: /s/ Reid S. Walker

	Reid S. Walker, Member


	WS CAPITAL MANAGEMENT, L.P.

	By: WS Capital, L.L.C., its general partner

	By:/s/ Reid S. Walker

	Reid S. Walker, Member


	WSV MANAGEMENT, L.L.C.

	By: /s/ Reid S. Walker

	Reid S. Walker, Member


	WS VENTURES MANAGEMENT, L.P.

	By: WSV Management, L.L.C., its general partner

	By: /s/ Reid S. Walker

	Reid S. Walker, Member

	/s/ Reid S. Walker

	REID S. WALKER

	/s/ G. Stacy Smith

	G. STACY SMITH

	/s/ Patrick P. Walker

	PATRICK P. WALKER