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) April 27, 1999 Seagate Software, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 77-0397623 - ---------------------------- -------------------------- ------------------------ State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 915 Disc Drive, Scotts Valley, California 95066 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (831) 438-6550 -------------- Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events The Company provides the following supplemental quarterly financial data for the Network & Storage Management Group business of Seagate Software, Inc. The supplemental quarterly financial data is for all quarters of fiscal 1997 and 1998 and for the first two quarters of fiscal 1999. Net income/(loss) per share information is not provided because the Network & Storage Management Group does not have a formal capital structure. The supplemental quarterly financial data has not been audited or reviewed by the Company's independent auditors. Supplemental Quarterly Financial Data - ------------------------------------- Quarterly for fiscal 1997 Not reviewed, in thousands Quarters Ended -------------------------------------------------------------------------------- Sept. 27, 1996 Dec. 27, 1996 March 28, 1997 June 28, 1997 ------------------- ------------------ -------------------- ----------------- Revenue $35,175 $37,144 $ 34,120 $35,063 Gross Margin 26,903 29,088 23,832 29,567 Loss from operations (5,954) (7,180) (19,105) (8,969) Net loss (4,319) (5,848) (15,621) (7,412) - ---------------------------------------------------------------------------------------------------------------- The results of the quarter ended September 27, 1996 include a $780,000 write-off of developed technology acquired in the Netlabs, Inc. acquisition. The results of the quarter ended December 27, 1996 include write-offs totaling $1.3 million of developed technology acquired in the Network Computing Inc., and Creative Interaction Technologies, Inc., acquisitions. The results of the quarter ended March 28, 1997 include write-offs totaling $4.8 million of developed technology and write-offs of $6.2 of goodwill acquired in the Calypso Software Systems, Inc., Frye Computer Systems and Palindrome acquisitions. The results of the quarter ended June 28, 1997 include a restructuring charge netting to $2.5 million. This charge was comprised of $3.4 million arising from the decision to shutdown the Manchester operations and sell the technology acquired from Calypso Software Systems, Inc., and the decision to consolidate the Network & Storage Management Group business which resulted in the shutdown of Seagate Software's Cupertino facility. The $3.4 million restructuring charge was reduced by $957,000 for the reversal of amounts pertaining to fiscal 1996 restructuring actions that were completed at less than originally estimated costs. 2 Quarterly for fiscal 1998 Not reviewed, in thousands Quarters Ended --------------------------------------------------------------------------- Oct. 3, 1997 January 2, 1998 April 3, 1998 July 3, 1998 ------------------ ----------------- ----------------- ----------------- Revenue $39,197 $44,116 $48,226 $43,507 Gross Margin 31,594 38,657 42,122 39,338 Income/(loss) from operations (1,478) 2,856 7,871 181 Net income/(loss) (1,904) 655 3,919 186 - ------------------------------------------------------------------------------------------------------------ The results of the quarter ended January 2, 1998 include write-offs totaling $1.9 million relating to the capitalized assembled workforce and associated goodwill of Network Computing Inc., Netlabs, Inc., and Creative Interaction Technologies, Inc. The results of the quarter ended July 3, 1998 include a $6.8 million write-off of in-process research and development in connection with the acquisition of Eastman Software Storage Management Group, Inc. Quarterly for fiscal 1999 Not reviewed, in thousands First and second quarters only Quarters Ended ------------------------------------- Oct. 2, 1998 January 1, 1999 ----------------- ------------------ Revenue $48,533 $58,867 Gross Margin 44,167 54,623 Income from operations 8,345 15,969 Net income 4,001 9,322 - ---------------------------------------------------------------------- There were no unusual items to report in the quarters ended October 2, 1998 and January 1, 1999. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SEAGATE SOFTWARE, INC. Dated: May 20, 1999 By: /s/ Ellen E. Chamberlain ------------------------ Ellen E. Chamberlain Senior Vice President, Treasurer and Chief Financial Officer 4