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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):
JULY 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 (INCLUDES INFORMATION FURNISHED PURSUANT TO
ITEM 12, "RESULTS OF OPERATIONS AND FINANCIAL CONDITION").
Announcement of Results of Operations for Third Quarter
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On July 17, 2003, the Company announced its results of operations for the
quarter ended June 30, 2003.
A copy of the Company's press release dated July 17, 2003 is attached as Exhibit
99 hereto.
In its press release, the Company announced its net income and earnings per
share (EPS) on a GAAP and on a pro forma basis. As presented by the Company, pro
forma net loss and EPS for the third quarter of fiscal year 2002 is adjusted to
exclude the amortization of acquired technology, goodwill and other intangibles
and their related tax effects. Pro forma net income and EPS for the
corresponding period of fiscal 2003 is adjusted to exclude the amortization of
acquired technology and other intangibles and their 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 net income and EPS information
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 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 during the period reported, pro forma net income and EPS
provide 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 and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, regardless of
any general incorporation language in such filing.
ITEM 7. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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99 Press Release issued by MRO Software, Inc. on July 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: July 17, 2003 MRO SOFTWARE, INC.
/s/ Craig Newfield
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By: Craig Newfield
Title: V.P., General Counsel & Clerk
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
99 Press Release issued by MRO Software, Inc. on July 17, 2003