8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

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): July 21, 2004

 

 

INTERWOVEN, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   000-27389   77-0523543

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

803 11TH Avenue

Sunnyvale, CA 94089

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (408) 774-2000

 

Not Applicable

(Former name or former address, if changed since last report)

 

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

 

  (c) Exhibits.

 

Exhibit No.
  

Description

99.1  

Press Release dated July 21, 2004*

* This exhibit is furnished with this Current Report on Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and is not incorporated by reference into any filing of Interwoven, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in the filing.

 

Item 12. Results of Operations and Financial Condition

 

The press release furnished under Item 7 of this Form 8-K includes pro forma operating results and a reconciliation of pro forma operating results to accounting principles generally accepted in the United States of America. Interwoven, Inc. (the “Company” or “Interwoven”) provides pro forma results as additional information to its consolidated results of operations. These pro forma measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from pro forma measures used by other companies. Interwoven believes that the presentation of pro forma results provides useful information to management and investors regarding underlying trends in its consolidated financial condition and results of operations. Readers of Interwoven’s consolidated financial statements are advised to review and consider carefully the financial information prepared in accordance with generally accepted accounting principles contained in this press release and Interwoven’s periodic filings with the Securities and Exchange Commission.

 

On July 21, 2004, the Company released its consolidated financial results for the three- and six-month period ended June 30, 2004 in a conference call with shareholders, investors and analysts. The conference call was announced on July 6, 2004, and was available to the public through live teleconference and audio Webcast and will continue to be available for a limited time through audio replay or Webcast replay. During this conference call, Interwoven presented a slide in its Webcast containing previously reported net income (loss) per share over the current and the previous four quarters, on a basis of generally accepted accounting principles and on a pro forma basis. This information, along with a reconciliation to comparable financial measures in accordance with generally accepted accounting principles, is presented below.

     Three Months Ended
  
(in thousands, except for per share amounts)    June 30,
2004
     Mar. 31,
2004
     Dec. 31,
2003
     Sept. 30,
2003
     June 30,
2003
  

Net loss as reported

    $ (15,586 )   $ (6,984 )   $ (12,397 )   $ (18,840 )   $ (7,194 )

Add back of certain charges:

                                         

Amortization of purchased technology

      2,589       2,589       1,962       —         —    

Amortization of stock-based compensation

      806       2,605       866       475       493  

Amortization of intangible assets

      1,207       1,207       803       657       444  

In-process research and development

      —         —         4,575       —         599  

Restructuring and excess facilities charges

      11,837       —         3,112       13,324       1,311  

Tax impact of pro forma adjustments

      (130 )     —         —         —         —    
    
 
 
 
 

Pro forma net income (loss)

    $ 723     $ (583 )   $ (1,079 )   $ (4,384 )   $ (4,347 )
    
 
 
 
 

Pro forma net income (loss) per share

    $ 0.02     $ (0.01 )   $ (0.03 )   $ (0.17 )   $ (0.17 )

Shares used in computing pro forma net income (loss) per share

      41,629       40,137       32,742       26,398       25,659  

 

The information contained in this Item 12 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and is not incorporated by reference into any filing of Interwoven, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in the filing.

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    INTERWOVEN, INC.

July 21, 2004

  

By:

  

/s/ JOHN E. CALONICO, JR.

       

John E. Calonico, Jr.

       

Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

 

99.1   Press release dated July 21, 2004.*
* This exhibit is furnished with this Current Report on Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and is not incorporated by reference into any filing of Interwoven, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in the filing.