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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 17, 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.
Announcement of Results of Operations for Second Quarter
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On April 17, 2003, the Company announced its results of operations for the
quarter ended March 31, 2003.
A copy of the Company's press release dated April 17, 2003 is attached as
Exhibit 99 hereto.
In its press release, the Company announced its earnings per share (EPS) on a
GAAP and on a pro forma basis. As presented by the Company, pro forma net loss
for the second quarter of fiscal year 2002 is adjusted to exclude the
amortization of acquired technology, goodwill and other intangibles and its
related tax effects. Pro forma net income for the corresponding period of fiscal
2003 is adjusted to exclude the amortization of acquired technology and other
intangibles and its related tax effects. As a result of the Company's
implementation of Statement of Financial Accounting Standards No. 142 as of
October 1, 2002, the Company no longer amortizes goodwill. 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
acquired technology and 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 17, 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 18, 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 17, 2003