================================================================================
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): March 28, 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 2.02. RESULTS OF OPERATION AND FINANCIAL CONDITION
On March 28, 2007, Blue Coat Systems, Inc. (the "Company") issued a press
release announcing that it is filing today with the Securities and Exchange
Commission its Annual Report on Form 10-K for the fiscal year ended April 30,
2006, and its Quarterly Reports on Form 10-Q for the first, second and third
fiscal quarters of 2007, ended July 31, 2006, October 31, 2006, and January 31,
2007, respectively. These filings contain financial statements that were
restated as a result of Blue Coat's internal review of its historical financial
statements as well as the determinations of the independent committee of its
Board of Directors, assisted by independent legal counsel and accounting
experts, which was formed in July 2006 to conduct an internal investigation into
the Company's historical stock option granting practices. With these filings,
the Company will have filed with the Securities and Exchange Commission all
required and delinquent periodic filings. For fiscal years 2000 through 2006,
the total net decrease to net income due to the accounting adjustments is $49.0
million. Details of the restatement may be found in the Annual Report on Form
10-K for fiscal year 2006 that will be filed today.
The Company also announced its revenue and net income (loss) for the first,
second and third quarters of fiscal 2007 ended July 31, 2006, October 31, 2006
and January 31, 2007, respectively. A copy of the Company's press release is
attached hereto as Exhibit 99.1.
The information in this Current Report is being furnished and shall not be
deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that Section. The
information in this Current Report shall not be incorporated by reference into
any registration statement or other document pursuant to the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference
in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.1 Press Release of Blue Coat Systems, Inc., dated March 28, 2007.
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: March 28, 2007 By: /s/ Brian NeSmith
-----------------------------
Brian NeSmith
Chief Executive Officer
(Principal Executive Officer)