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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):
NOVEMBER 4, 2004
MRO SOFTWARE, INC.
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(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 0-23852 04-2448516
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
100 CROSBY DRIVE, BEDFORD, MA 01730
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
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(781) 280-2000
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:
[_] Written communications pursuant to Rule 425 under the Securities 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Announcement of Results of Operations for Second Quarter
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On November 4, 2004, the Company announced its results of operations for the
quarter and fiscal year ended September 30, 2004.
A copy of the Company's press release dated November 4, 2004 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 income and EPS is adjusted to exclude the amortization of acquired
technology and other intangibles and their related tax effects. 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.
ITEM 9.01. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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99 Press Release issued by MRO Software, Inc. on
November 4, 2004
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: November 4, 2004 MRO SOFTWARE, INC.
/s/ Craig Newfield
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By: Craig Newfield
Title: V.P. & General Counsel
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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99 Press Release issued by MRO Software, Inc. on November 4, 2004