8-K

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)     November 20, 2008

Datawatch Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-19960	02-0405716
(Commission File Number)	(IRS Employer Identification No.)
Quorum Office Park 271 Mill Road Chelmsford, Massachusetts	01824
(Address of Principal Executive Offices)	(Zip Code)

(978) 441-2200

(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))

Item 2.02                      Results of Operations and Financial Condition

On November 20, 2008, Datawatch Corporation (the “Company”) issued a press release regarding its financial results for its quarter and fiscal year ended September 30, 2008.  A copy of the press release is furnished as Exhibit 99.1 to this report.

The information in this Item 2.02, including in Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01                      Financial Statements and Exhibits

(d)           Exhibits

The following Exhibit is filed as part of this report:

Exhibit No.	Description
99.1	Press Release dated November 20, 2008

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.

DATAWATCH CORPORATION

Date:  November 20, 2008

By:           /s/ Kenneth P. Bero

Name:      Kenneth P. Bero

Title:        President and Chief ExecutiveOfficer

EX-99.1

Exhibit 99.1

Datawatch Corporation Announces Fourth Quarter and Fiscal 2008 Results

Chelmsford, MA–November 20, 2008—Datawatch Corporation (NASDAQ-CM: DWCH), a leader in Enterprise Information Management (EIM), today announced results for its fourth quarter and fiscal year ended September 30, 2008.

Revenues for the quarter ended September 30, 2008 were $5,315,000, compared to $6,851,000 for the quarter ended September 30, 2007. Net income for the fourth quarter of fiscal 2008 was $296,000, or $0.05 per diluted share, compared to net income of $829,000, or $0.14 per diluted share, for the fourth quarter of fiscal 2007. Revenues for the 12 months ended September 30, 2008 were $23,030,000, as compared to $25,259,000 in the comparable period of fiscal 2007. Net income for the fiscal year ended September 30, 2008 was $717,000, or $0.12 per diluted share, as compared to $1,669,000, or $0.29 per diluted share, for the fiscal year ended September 30, 2007.

As of September 30, 2008, the Company had $4.88 million in cash and cash equivalents, an increase of approximately $1.0 million, or 27 percent, compared to September 30, 2007.

Commenting on the fourth quarter and fiscal 2008 results, President and CEO Ken Bero said, “Fiscal year 2008 was challenging. Considering what has occurred in the worldwide economy over the past several months, combined with the fact that 2008 was a non-upgrade year for Monarch, we are pleased with the Q4 and full year results. The team did a great job staying focused.  We proactively and aggressively managed the business and expenses over the year to protect the bottom line, while making selective investments in key new products to position us for entry into new markets and for future growth.

“During the fourth quarter, we introduced Monarch BI Server, a Business Intelligence (BI) solution specifically designed for the SMB and departmental markets, and geared up for the latest release of our world-leading desktop BI and report mining tool, Monarch V10, which began shipping on October 20, 2008.  As we move into our new fiscal year, we are well positioned to offer cost-effective BI solutions that have substantial business impact across a broad array of customers and application areas. Most importantly, these solutions will allow organizations to reap the benefits of BI without the high costs of implementation, support, administration and end user training typical with other BI solutions.

“In addition to effectively managing our business, we also strengthened our financial position and increased our cash to $4.88 million at September 30, 2008 with no debt. We are well positioned as we move into fiscal year 2009,” concluded Bero.

As previously announced, Datawatch will host a live webcast to discuss its fourth quarter and fiscal year 2008 results today at 2:00 p.m. (EST). The webcast can be accessed at: http://www.investorcalendar.com/IC/CEPage.asp?ID=136969.  Please register at least 15 minutes early to download any necessary audio software. An archive of the broadcast will be available for 30 days at the same location.

ABOUT DATAWATCH CORPORATION

Datawatch Corporation, a leader in Enterprise Information Management, helps companies make better decisions and solve business problems by simplifying access to information. Unique among EIM vendors, Datawatch transforms the massive amounts of data and documents generated inside or outside a company into actionable Business Intelligence, without any changes needed to existing systems. Datawatch customers benefit from the right information, in the right context, at the right time. More than 35,000 organizations worldwide rely on Datawatch products including its market-leading Monarch report and data mining solutions. Founded in 1985, Datawatch is based in Chelmsford, Mass. with offices in London, Sydney and Manila. For more information, visit www.datawatch.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any such statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties that may cause actual results to differ materially from expectations. The factors that could cause actual future results to differ materially from current expectations include the following: risks associated with the uncertainty of the current economic climate; risks associated with fluctuations in quarterly operating results; Datawatch's dependence on its principal products; risks associated with international sales; risks associated with distributor sales; risks associated with acquisitions; an unfavorable result in any litigation; market acceptance of new products; dependence on the introduction of new products and possible delays in those introductions. Further information on factors that could cause actual results to differ from those anticipated is detailed in various publicly-available documents, which include, but are not limited to, filings made by Datawatch from time to time with the Securities and Exchange Commission, including but not limited to, those appearing in the Company's Annual Report on Form 10-K for the year ended September 30, 2007 and its Quarterly Reports on Form 10-Q for the quarters ended December 31, 2007, March 31, 2008 and June 30, 2008.  Any forward-looking statements should be considered in light of those factors.

Datawatch, the Datawatch logo, Monarch and Monarch BI Server are trademarks or registered trademarks of Datawatch Corporation in the United States and/or other countries. All other names are trademarks or registered trademarks of their respective companies.

# # #

Investor Contact:

Datawatch Investor Relations

978-441-2200 ext. 8323

investor@datawatch.com

Media Contacts:

Susan Willson

Greenough Communications

swillson@greenoughcom.com

Phone: (617) 275-6529

Mobile: (617) 767-6901

Lisa G. Kilpatrick

Manager, Marketing Communications and Public Relations

lisa_kilpatrick@datawatch.com

Phone: (978) 441-2200, ext. 8240

Fax: (978) 453-4443

DATAWATCH CORPORATION
Condensed Consolidated Statements of Operations
Amounts in Thousands (except per share data)
(Unaudited)
	Three Months Ended				Year Ended
	September 30,				September 30,
	2008		2007		2008		2007
REVENUE:
Software licenses and subscriptions	$	2,831	$	4,066	$	12,435	$	14,852
Maintenance and services		2,484		2,785		10,595		10,407
Total revenue		5,315		6,851		23,030		25,259
COSTS AND EXPENSES:
Cost of software licenses and subscriptions		541		680		2,218		2,468
Cost of maintenance and services		943		1,006		4,271		3,943
Sales and marketing		1,809		2,291		8,153		9,290
Engineering and product development		675		708		2,966		2,951
General and administrative		1,135		1,389		4,923		4,872
Total costs and expenses		5,103		6,074		22,531		23,524
INCOME FROM OPERATIONS		212		777		499		1,735
Other income (expense), net		131		110		371		67
INCOME BEFORE INCOME TAXES		343		887		870		1,802
Provision for income taxes		47		58		153		133
NET INCOME	$	296	$	829	$	717	$	1,669
Net income per share - Basic	$	0.05	$	0.15	$	0.12	$	0.30
Net income per share - Diluted	$	0.05	$	0.14	$	0.12	$	0.29
Weighted Average Shares Outstanding - Basic		5,914		5,629		5,835		5,558
Weighted Average Shares Outstanding - Diluted		5,987		6,015		6,035		5,855

DATAWATCH CORPORATION
Condensed Consolidated Balance Sheets
Amounts in Thousands
(Unaudited)
	September 30,		September 30,
	2008		2007
Cash and cash equivalents	$	4,885	$	3,841
Accounts receivable, net		3,287		4,174
Prepaid expenses and other current assets		418		575
Total current assets		8,590		8,590
Property and equipment, net		737		856
Intangible and other assets, net		8,842		8,891
	$	18,169	$	18,337
Accounts payable and accrued expenses	$	3,413	$	4,054
Deferred revenue - current portion		4,047		4,486
Accrued cost of acquisition - IDARS business		–		329
Total current liabilities		7,460		8,869
Total long-term liabilities		627		448
Total shareholders' equity		10,082		9,020
	$	18,169	$	18,337