-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OjRn2yAROKaF95iHY1Hb/QUqUfKK1lzhqb3KutnF1nEzS1jjdDyPp/bDFxM37U9L BoH9aXwMUgZ2w6ciR5UvPw== 0000950134-05-000309.txt : 20050106 0000950134-05-000309.hdr.sgml : 20050106 20050106161719 ACCESSION NUMBER: 0000950134-05-000309 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050102 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050106 DATE AS OF CHANGE: 20050106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROCADE COMMUNICATIONS SYSTEMS INC CENTRAL INDEX KEY: 0001009626 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770409517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1028 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25601 FILM NUMBER: 05515905 BUSINESS ADDRESS: STREET 1: 1745 TECHNOLOGY DRIVE CITY: SAN JOSE STATE: CA ZIP: 95110 MAIL ADDRESS: STREET 1: 1745 TECHNOLOGY DRIVE CITY: SAN JOSE STATE: CA ZIP: 95110 8-K 1 f04434e8vk.htm FORM 8-K e8vk
Table of Contents

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): January 6, 2005 (January 2, 2005)

BROCADE COMMUNICATIONS SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)
         
Delaware   000-25601   77-0409517
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer
incorporation or organization)       Identification Number)

1745 Technology Drive
San Jose, CA 95110

(Address, including zip code, of principal executive offices)
     
(408) 333-8000
(Registrant’s telephone number, including area code)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
EXHIBIT 99.1

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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(a) On January 2, 2005, on management’s recommendation, the Board of Directors of Brocade Communication Systems, Inc. (the “Company”), in consultation with KPMG LLP, the Company’s independent auditors, and the Company’s advisors, concluded that the Company’s financial statements for the fiscal years ending 2001, 2002 and 2003, and the interim periods contained therein, should no longer be relied upon because of an error in such financial statements as addressed in Accounting Principles Board Opinion No. 20. The Company currently intends to restate its financial statements for fiscal years 2002 and 2003 and to make related adjustments to the Company’s financial statements for fiscal years prior to 2002 as necessary in connection with the filing of its Form 10-K for the fiscal year ended October 30, 2004.

     On January 6, 2005, the Company issued a press release relating to these matters, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

  (c)   Exhibits
 
  99.1   Press release, dated January 6, 2005, entitled “Brocade Communications to Restate Financial Statements.”

 

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     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.
         
  BROCADE COMMUNICATIONS SYSTEMS, INC.
 		  
Dated: January 6, 2005  By:   /s/ Antonio Canova    
    Antonio Canova   
    Vice President, Administration and Chief Financial Officer   

 

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EXHIBIT INDEX

     
Exhibit Number   Description
99.1
  Press release, dated January 6, 2005, entitled “Brocade Communications to Restate Financial Statements.”

 

EX-99.1 2 f04434exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 BROCADE COMMUNICATIONS TO RESTATE FINANCIAL STATEMENTS COMPANY CURRENTLY EXPECTS ADJUSTMENTS TO RELATE TO STOCK COMPENSATION COMPANY PLANS TO DELAY THE FILING OF ITS FORM 10-K FOR FISCAL YEAR ENDING OCTOBER 30, 2004 SAN JOSE, Calif., January 6, 2005 - Brocade Communications Systems, Inc. (Nasdaq: BRCD), the world's leading provider of infrastructure solutions for Storage Area Networks (SANs), announced today that it currently expects to restate its financial statements for fiscal years ending 2002 and 2003 to record additional stock-based compensation expense as a result of an internal review. During the course of the review, which is still ongoing, the Company determined that the way in which it accounted for stock option grants was incorrect and requires restatement. The Company currently expects the restatement to relate to stock compensation. The Company does not currently anticipate any material adjustments to its historical revenues, non-stock option related operating expenses or cash positions. The Company expects related adjustments will be made to the Company's financial statements for fiscal years prior to 2002, as necessary. Specifically, the Company has determined it incorrectly accounted for, and will record historical stock-based compensation charges relating to, (i) grants that were made to new hires on their offer acceptance date, rather than the date of their commencement of employment, during the period May 1999 to July 2000, and (ii) grants that were made to persons engaged on a part-time basis prior to their new hire full-time employment during the period August 2000 to October 2002. Brocade's audit committee is conducting the internal review with the assistance of outside counsel and accountants, both of whom were retained for this purpose. The review is ongoing. There can be no assurance that additional adjustments will not be required. The Audit Committee expects to complete the review process in the next few weeks. The Company intends to provide more information as soon as it is available. "Our core business remains strong and the restatement does not affect the underlying fundamentals of our business. We continue to successfully execute on our strategies and plans and to further strengthen the overall position of the Company," said Greg Reyes, Brocade Chairman and Chief Executive Officer. Due to these recent developments, the Company plans to delay the filing of its Form 10-K for the fiscal year ended October 30, 2004 otherwise due January 13, 2005. Brocade does not currently expect these developments to impact the timing of its release of financial results for the first quarter fiscal year 2005, ending January 29, 2005, expected to occur on February 16, 2005. ABOUT BROCADE COMMUNICATIONS SYSTEMS, INC. Brocade offers the industry's leading intelligent platform for networking storage. The world's leading systems, applications, and storage vendors have selected Brocade to provide a networking foundation for their SAN solutions. The Brocade SilkWorm family of fabric switches and software is designed to optimize data availability and storage and server resources in the enterprise. Using Brocade solutions, companies can simplify SAN implementation, reduce the total cost of ownership of data storage environments, and improve network and application efficiency. For more information, visit the Brocade website at www.brocade.com or contact the Company at info@brocade.com. FORWARD LOOKING STATEMENTS This press release contains forward-looking statements, as defined under Federal Securities Laws. These forward-looking statements include the statements regarding the nature and scope of the internal review and of Brocade's restatement of its financial statements, plans to delay the filing date of its Form 10-K and the timing of the announcement of Brocade's results for first quarter fiscal year 2005. These statements are just predictions and involve risks and uncertainties, such that actual results may differ significantly. These risks include, but are not limited to, additional actions resulting from the continuing internal audit committee review, as well as the review and audit by the Company's independent auditors of the restated financial statements and actions resulting from discussions with or required by the Securities Exchange Commission. Brocade, the Brocade B weave logo, Secure Fabric OS, Fabric OS, SilkWorm, and SilkWorm Express are registered trademarks of Brocade Communications Systems, Inc., in the United States and/or in other countries. CONTACTS: Media Relations Investor Relations Leslie Davis Shirley Stacy 408-333-5260 408-333-5752 lmdavis@brocade.com sstacy@brocade.com -----END PRIVACY-ENHANCED MESSAGE-----