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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): NOVEMBER 23, 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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Security Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On November 23, 2004, BindView Development Corporation ("BindView")
received a notice from The Nasdaq Listing Qualifications staff indicating that
BindView failed to timely file its quarterly report on Form 10-Q for the period
ended September 30, 2004 (the "Report"), as required by Nasdaq Marketplace Rule
4310(c)(14). To ensure it remains listed until it can file the Report and regain
compliance with all applicable listing standards, BindView took the additional
step to file an appeal of the delisting notification to The Nasdaq Listings
Qualifications Panel (the "Panel"). The filing of this appeal will stay the
delisting of BindView's common stock until BindView regains compliance with all
applicable listing standards through the filing of the Report or, should that
not occur, pending the Panel's decision. As a result of its expectation to file
the Report prior to the completion of the appeals process, BindView expects to
become compliant with the applicable Nasdaq listing requirements prior to the
completion of the appeals process.
ITEM 7.01. REGULATION FD DISCLOSURE.
On November 24, 2004, BindView issued a press release announcing the
receipt of a notice of potential delisting from The Nasdaq Listing
Qualifications Staff. A copy of the press release is furnished with this report
as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
99.1 Press Release dated November 24, 2004, announcing
the receipt of potential delisting from The Nasdaq
Listing Qualifications Staff
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: November 24, 2004 By: /s/ EDWARD L. PIERCE
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Edward L. Pierce,
Executive Vice President
and Chief Financial Officer
INDEX TO EXHIBITS
We undertake to furnish to any shareholder so requesting a copy of any
of the following exhibits upon payment to us of the reasonable costs incurred by
us in furnishing any such exhibit.
EXHIBIT DESCRIPTION
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99.1 Press Release dated November 24, 2004,
announcing the receipt of potential delisting
from The Nasdaq Listing Qualifications Staff