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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended July 31, 2005
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from __________ to __________.
Commission File Number: 000-28369
VA Software Corporation
(Exact name of Registrant as specified in its charter)
Delaware 77-0399299
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
46939 Bayside Parkway, Fremont, California, 94538
(Address, including zip code, of principal executive offices)
(510) 687-7000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [ ]
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [ ] No [X]
As of September 30, 2005, there were 61,690,872 shares of the Registrant's
Common Stock outstanding. The aggregate market value of the Common Stock held by
non-affiliates of the Registrant as of January 31, 2005 (based on the closing
price for the Common Stock on the NASDAQ National Market for such date) was
approximately $112,860,976. Shares of common stock held by each of our officers
and directors and by each person or group who owns 5% or more of our outstanding
common stock have been excluded in that such persons or groups may be deemed to
be our affiliate. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
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EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K is being filed
solely to amend Exhibit 23.2 (Consent of PricewaterhouseCoopers LLP, Independent
Registered Public Accounting Firm). Unaffected Items have not been repeated in
this Amendment No. 1.
Except as described above, no other changes have been made to the original
Form 10-K, and this Form 10-K/A does not amend, update or change the financial
statements or any other Items or disclosures in the original Form 10-K. This
Form 10-K/A does not reflect events occurring after the filing of the Form 10-K
or modify or update those disclosures, including any exhibits to the Form 10-K
affected by subsequent events. Information not affected by the changes described
above is unchanged and reflects the disclosures made at the time of the original
filing of the Form 10-K on October 31, 2005. Accordingly, this Form 10-K/A
should be read in conjunction with our filings made with the Securities and
Exchange Commission subsequent to the filing of the original Form 10-K,
including any amendments to those filings.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as part of this report:
1. All Financial Statements:
See the Consolidated Financial Statements and notes thereto in Item 8.
2. Schedule II -- Valuation and Qualifying Accounts are filed as part of
this Form 10-K.
3. Exhibits:
23.2 Amended Consent of PricewaterhouseCoopers LLP, Independent Registered
Public Accounting Firm
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
VA SOFTWARE CORPORATION
By: /s/ ALI JENAB
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Ali Jenab
Chief Executive Officer and President
Date: November 15, 2005
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