================================================================================ UNITED STATES 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): JULY 29, 2004 BINDVIEW DEVELOPMENT CORPORATION (Exact name of registrant as specified in charter) TEXAS 000-24677 76-0306721 (State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 5151 SAN FELIPE, 25TH FLOOR HOUSTON, TEXAS 77056 (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 561-4000 THIS DOCUMENT INCLUDES "FORWARD-LOOKING" STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. OTHER THAN STATEMENTS OF HISTORICAL FACT, ALL STATEMENTS REGARDING INDUSTRY PROSPECTS AND THE COMPANY'S EXPECTATIONS REGARDING THE FUTURE PERFORMANCE OF ITS BUSINESS AND ITS FINANCIAL POSITION ARE FORWARD LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO NUMEROUS RISKS AND UNCERTAINTIES. ================================================================================ ITEM 7. EXHIBITS. (c) Exhibits. 99.1 Press Release dated July 29, 2004. ITEM 9. REGULATION FD DISCLOSURE (ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION) (This information is furnished pursuant to Item 12 - Results of Operations and Financial Condition under Item 9 of Form 8-K as directed in accordance with interim guidance provided by the Securities and Exchange Commission.) On July 29, 2004, BindView Development Corporation ("BindView") issued a press release announcing, among other things, financial results for the quarter ended June 30, 2004. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K. The foregoing description is qualified by reference to such exhibit. The information furnished in this report, including the exhibit, shall not be deemed to be incorporated by reference into any of BindView's filings with the SEC under the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing, and shall not be deemed to be "filed" with the SEC under the Securities Exchange Act of 1934. SIGNATURE 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. BINDVIEW DEVELOPMENT CORPORATION Dated: July 29, 2004 By: /s/ EDWARD L. PIERCE ----------------------------------- Edward L. Pierce, Executive Vice President and Chief Financial Officer INDEX TO EXHIBITS Exhibit Description ------- ----------- 99.1 Press Release dated July 29, 2004