Filed Pursuant to Rule 424(b)(3)

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-112770

 

PROSPECTUS SUPPLEMENT DATED JULY 23, 2004

(To Prospectus filed on June 8, 2004)

 

SERENA SOFTWARE, INC.

 

$220,000,000

 

1½% Convertible Subordinated Notes Due 2023 and

9,912,588 shares of Common Stock Issuable Upon Conversion of the Notes

 

This Prospectus Supplement, together with the Prospectus listed above, is to be used by certain holders of the above referenced securities or by their transferees, pledges, donees or their successors in connection with the offer and sale of the above referenced securities.

 

1. Selling Securityholders

 

The table captioned “Selling Securityholders” commencing on page 55 of the Prospectus is hereby amended to reflect the following additions and changes.

 

Name

    Principal Amount
at Maturity of
Notes Beneficially
Owned that
May be Sold
    Percentage of
Notes
Outstanding
     Number of Shares
of Common
Stock that
May be Sold (1)
    Percentage of
Common
Stock
Outstanding (2)
  

Forest Multi-Strategy Master Fund SPC, on behalf of its Multi-Strategy Segregated Portfolio (3)

    $ 218,000    *     9,822    *  

HighBridge International LLC (4)

    $ 10,000,000    4.6 %   450,572    1.1 %
 * Less than 1%
(1) Assumes conversion of all of the holder’s notes at a conversion rate of 45.0577 shares per $1,000 principal amount of the notes (representing an initial conversion price of approximately $22.194 per share of common stock). However, this conversion price will be subject to adjustment as described under “Description of Notes – Conversion of Notes.” As a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 39,162,539 shares of common stock outstanding as of October 31, 2003. In calculating this amount, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that particular holder’s

     notes. However, we did not assume the conversion of any other holder’s notes. We are assuming that the security holders do not own any other stock in the Company.
(3) Forest Investment Management LP (“Forest”) has sole voting control and shared investment control. Forest is wholly owned by Forest Partners II, the sole General Partner of which is Michael A. Boyd, Inc., which is solely owned by Michael A. Boyd.
(4) This securityholder is an affiliate of the registered broker-dealer HighBridge Capital Corp. Glenn Dubin and Henry Swicca, principals of HighBridge Capital Management, have voting or investment power over these securities.