================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 29, 2007
----------
BLUE COAT SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
----------
Delaware 000-28139 91-1715963
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification Number)
420 North Mary Avenue
Sunnyvale, California 94085
(408) 220-2200
(Addresses, including zip code, and telephone numbers,
including area code, of principal executive offices)
----------
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 (see General Instruction A.2. below):
[ ] 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))
================================================================================
ITEM 8.01. OTHER EVENTS.
On January 29, 2007, Blue Coat Systems, Inc. ("Blue Coat" or the "Company")
announced that the Nasdaq Stock Market has notified the Company that it will
continue the listing of Blue Coat Common Stock pending a review by the Listing
and Hearing Review Council of the Nasdaq Stock Market (the "Listing Council").
The Listing Council has called for review the earlier decision of the Nasdaq
Listing Qualifications Panel (the "Panel") requiring Blue Coat to file all
required restatements and delinquent periodic reports by January 29, 2007, and
has stayed any suspension of trading of Blue Coat's securities pending further
action by the Listing Council.
Blue Coat may submit additional information to the Listing Council by March 30,
2007. The Listing Council will then review the Panel's decision on the written
record. There can be no assurance that the Listing Council will determine that
Blue Coat should remain listed on Nasdaq subsequent to March 30, 2007. As Blue
Coat reported previously, on November 13, 2006 the Panel notified Blue Coat that
it had determined to continue Blue Coat's listing subject to the filing by
January 29, 2007 of all required restatements, delinquent periodic reports,
communication with the Panel about the results of the independent committee's
investigation, and compliance with all other requirements for continued listing
on the Nasdaq Stock Market. On January 18, 2007, Blue Coat requested an
extension of the January 29, 2007 deadline because Blue Coat, in consultation
with its independent accountants, recently decided to seek pre-clearance of its
proposed accounting treatment for the financial restatements by submitting a
letter to the Office of the Chief Accountant (the "OCA") of the Division of
Corporation Finance, U.S. Securities and Exchange Commission. Blue Coat expects
to submit its letter to the OCA during the week of January 29, 2007. Blue Coat
expects to file all required restatements and delinquent periodic reports
promptly upon receiving pre-clearance from OCA.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Press Release dated January 29, 2007, announcing notification
from the Nasdaq Stock Market.
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.
BLUE COAT SYSTEMS, INC.
DATE: January 29, 2007 By: /s/ Brian NeSmith
-----------------------------
Brian NeSmith
Chief Executive Officer
(Principal Executive Officer)