Coates C Robert · PX14A6N · Borland Software Corp · On 9/21/05

Filed On 9/21/05 10:07am ET   ·   SEC File 333-45001   ·   Accession Number 1091818-5-312

Notice of an Exempt Preliminary Proxy Roll-Up Communication   ·   Rule 14a-6(n)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PX14A6N     Exempt Solicatitation                                  4     12K 

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U.S. SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, DC 20549

NOTICE OF EXEMPT SOLICITATION 
Submitted pursuant to Rule 14a-6(g) 

1. Name of the Registrant: Borland Software Corporation                         

2. Name of Persons Relying on Exemption:                                        

C. Robert Coates                              

3.  Address of Persons Relying on Exemption:                                    

4. Written Materials.  The following materials are attached:                    

-Informative letter from Mr. Coates regarding Borland Software Corporation.     

-Letter From Borland Software Corporation's attorneys to Mr. Coates.            

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1===========================================================================     

SOURCE: C. Robert Coates                                                        

Borland's Board Rejects $150 Million Offer by Robert Coates for Legacy Products 

DALLAS, September 21,2005 -- Robert Coates, a former director and major         
shareholder in Borland Software Corporation (NASDAQ: BORL), announced today that
the Borland Board of Directors has summarily rejected his proposal for a        
$150,000,000 all cash purchase of the company's Delphi and Deploy assets.       

The Borland Board rejected the offer without any discussion with Mr. Coates of  
its merits, without requesting any details of the proposed transaction, and     
without any counter offer or effort to negotiate a more favorable transaction.  
Mr. Coates believes that this demonstrates again that the interests of the      
Borland shareholders are not foremost in the Board's mind.  A copy of the       
Board's terse response, communicated through their outside law firm, is         
attached.                                                                       

In its letter the Board says that "...Delphi and Deploy are integral to         
Borland's business and growth strategy, and are not for sale." However, Mr.     
Coates believes that the reality at Borland is very different.  Borland has made
clear in its communications to its employees, customers and shareholders that   
the future of the company lies in its ALM/SDO software, not in Delphi or Deploy.
The interim CEO is on record as saying that Delphi and Deploy are "cash cows" to
be used to fund other products.  The company has recently transferred many of   
its dedicated and hard working Delphi and Deploy developers, sales and support  
staff to the ALM/SDO areas. The company has stopped all development on several  
products in the Deploy suite and, according to company sources, plans end-of-   
life announcements for these products in the near future, making it very        
difficult to sell the other Deploy products in the product suite. All of this   
has had a chilling effect on morale at the Delphi and Deploy groups.  Several   
top people have already resigned, and Mr. Coates has been informed that others  
have offers for employment elsewhere.                                           

Despite the fact that Mr. Coates' offer letter contained several key points that
would have significantly increased shareholder value and preserved the future   
relationship of these products with the ALM/SDO products, the Borland Board     
refused to pursue it. The offer letter stated that Borland could continue to use
the Delphi and Deploy software in the ALM/SDO products at no cost.  The offer   
also said that at Borland's option the transaction could be structured to       
increase revenues and profits from these products for the next nine quarters    
through licensing fees and cost sharing.                                        

Mr. Coates believes that with the sale of the Delphi and Deploy assets,         
Borland's Directors could have created a win-win situation, focusing the        
company's management and employees on its ALM/SDO products, while using the     
$150,000,000 in cash to build or buy important new features and functionality   
for this product suite and/or to repurchase more shares. At the same time the   
value to the ALM/SDO products derived from integration with the Delphi and      
Deploy software would not have been lost and the independent growth of Delphi   
and Deploy software revenues would only have increased Borland's ALM/SDO demand.

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Mr. Coates' $150 million offer is significant given the company's current       
enterprise value. According to Yahoo Finance, Borland's enterprise value (its   
market value plus any debt and minus its cash) is now $242 million, only $92    
million more than Mr. Coates' offer for just the company's Delphi and Deploy    
legacy products.                                                                

Mr. Coates said that he would submit a new offer to the Borland Board this week 
for the Delphi group in order to preserve the intrinsic value of these assets   
for shareholders, employees and customers and to focus Borland on driving       
ALM/SDO revenues and enabling customer success. Mr. Coates' new offer would     
potentially guarantee to Borland an increase in its revenues and EBITDA from    
Delphi.                                                                         

Contact:  Christy McDonald @ cmcdonald@rcoates.com or (214) 256-5970.           

=============================================================================   

[LETTERHEAD]
SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP.
Four Times Square,
NY,NY 10036 
#212-735-3000 

VIA FACSIMILE (214-999-3645)                                                    
AND FEDERAL EXPRESS                                                             

David R. Earhart, Esq.                                                          
Gardere Wynn Sewell LLP                                                         
1601 Elm Street                                                                 
Dallas, Texas  75201-4761                                                       

Dear Mr. Earhart:                                                               

  The Board of Directors of Borland Software Corporation met earlier
today, and considered your letters dated September 7, 2005 and September 9,     
2005, together with the two-page draft "letter of intent" which accompanied your
September 9 letter.  In your letters, you indicated that your client, C. Robert 
Coates, was interested in acquiring substantially all of the assets of Borland's
Delphi Division and Deploy Group for $150 million in cash or, alternatively, in 
an unspecified "structured transaction."                                        

      I have been asked by Borland's Board of Directors to advise Mr. Coates
that Delphi and Deploy are integral to Borland's business and growth strategy,  
and are not for sale.  The Board also has asked me to advise Mr. Coates that it 
is not interested in entering into discussions with him concerning these assets 
at the present time.  The Board was unanimous in its views.                     

    Please inform Mr. Coates of the Board's response as set forth above.

                 Very truly yours,

                     /s/ Daniel E. Stoller

cc:  Mr. William K. Hooper,                                                     
Chairman of the Board                                                   

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This PX14A6N Filing		Date		First		Last			Other Filings
		9/7/05		3
		9/9/05		3
Filed On / Filed As Of / Effective As Of		9/21/05
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