8-K 1 a06-3775_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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): January 31, 2006

 

WEBSENSE, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

000-30093

 

#51-0380839

(State or other jurisdiction of
incorporation or organization)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification Number)

 

 

 

 

 

10240 Sorrento Valley Road, San Diego, CA

 

92121

(Address of Principal Executive Offices)

 

(Zip Code)

 

(858) 320-8000

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:

 

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))

 

 



 

ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On January 31, 2006, we issued a press release announcing our financial results for the quarter and fiscal year ended December 31, 2005.  A copy of the press release is attached as Exhibit 99.1.  The information in this Item and the exhibit attached hereto are 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 Item and the exhibit attached hereto shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

 

ITEM 8.01.  OTHER EVENTS

 

On January 31, 2006, we issued a press release announcing that our Board of Directors approved a two-for-one stock split of our common stock.  The stock split will be effected by a stock dividend that will be distributed on March 17, 2006 to stockholders of record at the close of business on February 13, 2006. The stock split will increase our outstanding common shares from approximately 24,000,000 shares to approximately 48,000,000 shares. A copy of the press release is attached as Exhibit 99.2.  The information in this Item and the exhibit attached hereto are 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 Item and the exhibit attached hereto shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

 

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

 

(c)           Exhibits.

 

Number

 

Description

 

 

 

99.1

 

Press release issued by Websense, Inc. on January 31, 2006 relating to financial results.

99.2

 

Press release issued by Websense, Inc. on January 31, 2006 relating to a two-for-one stock split.

 

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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.

 

 

WEBSENSE, INC.

 

 

 

 

Date: January 31, 2006

/s/ Douglas C. Wride

 

 

Douglas C. Wride

 

 

Chief Financial Officer (principal financial
and accounting officer)

 

 

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