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): August 27, 2003
VA SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-28369 77-0399299
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification Number)
47071 Bayside Parkway
Freemont, CA 94538
(Address of principal executive offices)
(510) 687-7000
(Registrant's telephone number, including area code)
TABLE OF CONTENTS
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Item 7. Financial Statements and Exhibits
Item 9. Information Being Furnished Under Item 12
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
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ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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99.1 Press Release of VA Software Corporation issued on August 27, 2003
ITEM 12. Results of Operations and Financial Condition.
On August 27, 2003, VA Software Corporation ("VA Software") issued a
press release regarding its financial results for the quarter ended July 31,
2003. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information in this Current Report on Form 8-K and the exhibit
attached hereto is being furnished to the Securities and Exchange Commission and
shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section, nor shall it be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended.
Use of Non-GAAP Financial Information
In addition to reporting financial results in accordance with generally
accepted accounting principles, or GAAP, VA Software uses non-GAAP financial
results. Non-GAAP net income and earnings per share exclude amortization of
intangible assets and deferred stock compensation, impairment of goodwill,
intangible assets and other long-term assets, as well as restructuring costs and
other special charges. These non-GAAP adjustments are provided to enhance the
user's overall understanding of current financial performance and prospects for
the future. Specifically, VA believes the non-GAAP results provide useful
information to both management and investors by excluding certain expenses that
VA believes are not indicative of core operating results. In addition, because
VA has historically reported non-GAAP results to the investment community, VA
believes the inclusion of non-GAAP numbers provides consistency in financial
reporting. Further, these non-GAAP results are one of the primary indicators
management uses for planning and forecasting in future periods. The method VA
uses to produce non-GAAP results is not computed according to GAAP, is likely to
differ from the methods used by other companies and should not be regarded as a
substitute for results prepared in accordance with accounting principles
generally accepted in the United States.
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SIGNATURES
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.
Date: August 27, 2003
VA SOFTWARE CORPORATION
By: /s/ Kathleen R. McElwee
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Kathleen R. McElwee
Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release of VA Software Corporation issued on August 27, 2003
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