8-K

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

April 6, 2004

Date of Report (Date of earliest event reported)

TARANTELLA, INC.

(Exact name of registrant as specified in its charter)

California	000-21484	94-2549086
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

425 Encinal Street

Santa Cruz, California 95060

(Address of principal executive offices)

(831) 427-7222

(Registrant’s telephone number, including area code)

Item 7. Financial Statements and Exhibits

The following exhibit is filed herewith:

Exhibit Number	Description
99.1	Text of press release issued by Tarantella, Inc., dated April 6, 2004, reporting the results of operations for Tarantella’s first fiscal quarter for the period ended December 31, 2003

Item 12. Results of Operations and Financial Condition

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On April 6, 2004, Tarantella, Inc. issued a press release regarding its financial results for its first fiscal quarter for the period ended December 31, 2003. The full text of the earnings release concerning the foregoing results is furnished herewith as Exhibit 99.1.

SIGNATURE

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.

	TARANTELLA, INC.
Date: April 6, 2004	By:	/s/ John M. Greeley
		John M. Greeley
		Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Text of press release issued by Tarantella, Inc., dated April 6, 2004, reporting the results of operations for Tarantella’s first fiscal quarter for the period ended December 31, 2003

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

CONTACTS:

John M. Greeley, CFO	Joanna Green
Tarantella, Inc.	Griffin Public Relations
831-427-7460	212-481-3456
jgreeley@tarantella.com	jgreen@griffinpr.com

Tarantella, Inc. Announces Financial Results for First Quarter Fiscal Year 2004

Santa Cruz, CA (April 6, 2004) – Tarantella, Inc. (OTC: TTLA.PK), a leading supplier of secure application access software, today announced that it has filed with the Securities and Exchange Commission (SEC) its Form 10-Q for the first quarter of fiscal 2004.

For the fiscal quarter ended December 31, 2003, the Company announced revenue of $3.5 million, an operating loss of $2.6 million, and a net loss of $2.8 million, or $0.22 per share. This compares to revenue of $3.1 million, an operating loss of $4.4 million, and a net loss of $4.4 million, or $0.44 per share in the prior quarter ended September 30, 2003.

“We are pleased that we have filed our Form 10-Q with the SEC for the first quarter of fiscal 2004. This filing brings the Company back into compliance with its reporting obligations to investors under the Securities Exchange Act,” said John M. Greeley, Tarantella’s CFO. Mr. Greeley also stated, “Now that we have regained compliance, the new management team looks forward to a more typical reporting relationship with the Company’s investors.”

The Company will announce an earnings call with its investors later this month covering the fiscal quarter that ended on March 31, 2004.

For Tarantella Investors:

This press release contains forward-looking statements. These forward-looking statements may be identified by use of terms such as “anticipates”, “believes”, “continue”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “potential”, “predicts”, “should” or “will”, or the negative of those terms or similar expressions. These forward-looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those described in such statements as a result of these risks and uncertainties. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the risk that the Company may not achieve profitability and other risks detailed from time to time in Tarantella’s SEC filings, including its filings on Forms 10-Q and 10-K. Tarantella disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

About Tarantella, Inc.

Tarantella, Inc. is a leading provider of purpose-built application access and deployment software to nearly 12,000 customer sites worldwide. Tarantella enables organizations to access

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Tarantella Announces First Quarter Fiscal Year 2004 Financial Results 2

and manage information, data and applications across all platforms, networks and devices. Tarantella bridges the gap between vendors, ensuring that customers have complete access to business-critical information. Using Tarantella’s software, customers realize the benefits of secure corporate data, maximizing return on existing IT assets and improved productivity. The company markets its products through key industry partnerships and a worldwide network of consultants and resellers. Tarantella is headquartered in Santa Cruz, Calif. For more information, please visit the Tarantella web site at http://www.tarantella.com.

Tarantella, Tarantella Enterprise 3, Canaveral iQ, New Moon Systems, Caststream, cast:stream and the Tarantella logo are trademarks or registered trademarks of Tarantella, Inc., in the USA and other countries. All other brand and product names are or may be trademarks of, and are used to identify products or services of, their respective owners.

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Tarantella Announces First Quarter Fiscal Year 2004 Financial Results 3

Part I. Financial Information

Item I. Financial Statements

TARANTELLA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Three Months Ended December 31,
	2003			2002
	(Unaudited)
Net revenues:
Licenses	$	2,366		$	2,362
Services		1,102			583
Total net revenues		3,468			2,945
Cost of revenues:
Licenses		168			56
Services		330			258
Total cost of revenues		498			314
Gross margin		2,970			2,631
Operating expenses:
Research and development		961			987
Selling, general and administrative		4,585			3,661
Restructuring charge		19			1,147
Total operating expenses		5,565			5,795
Operating loss		(2,595	)		(3,164	)
Other income (expense):
Interest income (expense), net		(7	)		32
Other expense, net		(50	)		(14	)
Total other income (expense)		(57	)		18
Loss before income taxes		(2,652	)		(3,146	)
Income tax expense		98			60
Net loss		(2,750	)		(3,206	)
Other comprehensive income:
Unrealized gain on available for sale securities		75			283
Foreign currency translation adjustment		69			(4	)
Total other comprehensive income		144			279
Comprehensive loss	$	(2,606	)	$	(2,927	)
Net Loss per share:
Basic and diluted	$	(0.22	)	$	(0.39	)
Shares used in net loss per share calculation:
Basic and diluted		12,689			8,206

See accompanying notes to condensed consolidated financial statements.

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Tarantella Announces First Quarter Fiscal Year 2004 Financial Results 4

TARANTELLA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31, 2003			September 30, 2003
(In thousands)	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	3,850		$	3,151
Available-for-sale equity securities		708			632
Trade receivables, net of allowances of $0.4 million at December 31, 2003 and $0.5 million at September 30, 2003		2,894			2,980
Other receivables		179			175
Prepaids and other current assets		630			720
Total current assets		8,261			7,658
Property and equipment, net		612			734
Acquired intangible assets, net		1,144			1,262
Goodwill		2,395			2,391
Other assets		427			343
Total assets	$	12,839		$	12,388
Liabilities and shareholders’ equity
Current liabilities:
Trade payables	$	745		$	1,043
Line of credit		—			319
Royalties payable		—			22
Royalties payable - former New Moon shareholders		1,723			1,725
Income taxes payable		546			549
Accrued restructuring charges		631			854
Accrued expenses and other current liabilities		4,204			3,615
Deferred revenues		2,116			1,757
Total current liabilities		9,965			9,884
Long-term deferred revenues		472			36
Total long-term liabilities		472			36
Shareholders’ equity:
Preferred stock, authorized 20,000 shares; no shares issued and outstanding		—			—
Common stock, no par value, authorized 100,000 shares; issued and outstanding 15,279 at December 31, 2003 and 11,959 shares at September 30, 2003		129,819			126,749
Deferred stock compensation		(530	)		—
Accumulated other comprehensive income		697			553
Accumulated deficit		(127,584	)		(124,834	)
Total shareholders’ equity		2,402			2,468
Total liabilities and shareholders’ equity	$	12,839		$	12,388

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Tarantella Announces First Quarter Fiscal Year 2004 Financial Results 5

TARANTELLA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended December 31,
	2003			2002
(In thousands)	(Unaudited)
Cash flows from operating activities:
Net loss	$	(2,750	)	$	(3,206	)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization		270			212
Foreign currency exchange loss (gain)		43			(6	)
Loss on disposal of property and equipment		1			79
Stock compensation expense		22			—
Changes in operating assets and liabilities, net of New Moon acquisition:
Trade receivables		85			507
Other receivables		(4	)		—
Prepaids and other current assets		90			102
Other assets		(84	)		262
Trade payables		(298	)		(189	)
Royalties payable		(22	)		(53	)
Income taxes payable		(3	)		222
Accrued restructuring expenses		(223	)		446
Accrued expenses and other current liabilities		607			(606	)
Deferred revenues		795			3
Net cash used in operating activities		(1,471	)		(2,227	)
Cash flows from investing activities:
Purchases of property and equipment		(6	)		(127	)
Additional New Moon purchase acquisition costs		(4	)		—
Change in royalties payable - former New Moon shareholders		(2	)		—
Net cash used in investing activities		(12	)		(127	)
Cash flows from financing activities:
Payments on capital lease obligations		(18	)		(2	)
Line of credit payments		(319	)		—
Net proceeds from issuance of common stock and warrants		2,518			—
Net cash provided by (used in) financing activities		2,181			(2	)
Effects of exchange rate changes on cash and cash equivalents		1			2
Increase (decrease) in cash and cash equivalents		699			(2,354	)
Cash and cash equivalents at beginning of period		3,151			7,055
Cash and cash equivalents at end of period	$	3,850		$	4,701

See accompanying notes to condensed consolidated financial statements.

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