================================================================================
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 22, 2005
VA SOFTWARE CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 000-28369 77-0399299
- --------------------------------------------------------------------------------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
46939 Bayside Parkway
Fremont, California 94538
---------------------------------------------
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code:
(510) 687-7000
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
================================================================================
Item 2.02 Results of Operations and Financial Condition.
On February 22, 2005, VA Software Corporation ("VA Software") issued a
press release regarding its financial results for the second quarter of its
fiscal year 2005, which ended on January 31, 2005. 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
To supplement our consolidated financial statements presented in accordance
with GAAP, VA Software uses non-GAAP measures of operating results, net income
and earnings per share, which are adjusted from results based on GAAP to exclude
certain expenses. These non-GAAP adjustments are provided to enhance the user's
overall understanding of our current financial performance and our prospects for
the future. Specifically, we believe the non-GAAP results provide useful
information to both management and investors by excluding certain expenses that
we believe are not indicative of our core operating results. In addition,
because we have historically reported non-GAAP results to the investment
community, we believe the inclusion of non-GAAP numbers provides consistency in
our financial reporting. Further, these non-GAAP results are one of the primary
indicators management uses for planning and forecasting in future periods. The
presentation of this additional information is not meant to be considered in
isolation or as a substitute for results prepared in accordance with accounting
principles generally accepted in the United States.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
--------
Exhibit No. Description
----------- -----------
99.1 Press release issued by VA Software Corporation on February
22, 2005.
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.
VA SOFTWARE CORPORATION.
a Delaware corporation
Dated: February 22, 2005 By: /s/ Kathleen R. McElwee
------------------------------------
Kathleen R. McElwee
Senior Vice President
and Chief Financial Officer
-2-
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
99.1 Press release issued by VA Software Corporation on February
22, 2005.
-3-