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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 2, 2003
MRO SOFTWARE, INC.
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 0-23852 04-2448516
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
100 CROSBY DRIVE, BEDFORD, MA 01730
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(781) 280-2000
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ITEM 9. REGULATION FD DISCLOSURE.
Preliminary Earnings Announcement
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On April 2, 2003, the Company announced that, based on a preliminary analysis of
its results of operations for the quarter ended March 31, 2003, the Company
believes that its revenue and earnings per share for the quarter will be
significantly less than had been expected.
A copy of the Company's press release dated April 2, 2003 is attached as Exhibit
99 hereto.
In its press release, the Company announced its preliminary earnings per share
(EPS) on a GAAP and on a pro-forma basis. As presented by the Company, pro-forma
EPS is derived by adjusting EPS to exclude amortization of other intangibles
expense and related tax effects. Management believes that such pro-forma EPS is
useful to investors, first because it is important for investors to receive
information in a form that is consistent with the Company's past practice, and
second because the Company's amortization of other intangibles expense is
substantially fixed, and is relatively large in comparison with the absolute
value of the Company's operating income. The Company believes that by focusing
on the impact of expenses that are to a greater extent subject to control by the
Company's management, pro-forma EPS provides investors with a more direct
perspective on the performance of the Company and its management.
The foregoing information is furnished under Item 9 and Item 12 of Form 8-K.
ITEM 7. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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99 Press Release issued by MRO Software, Inc. on April 2, 2003
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: April 3, 2003 MRO SOFTWARE, INC.
/s/ Craig Newfield
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By: Craig Newfield
Title: V.P., General Counsel & Clerk
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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99 Press Release issued by MRO Software, Inc. on April 2, 2003