- Current report filing (8-K)
April 28 2009 - 4:01PM
Edgar (US Regulatory)
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): April 28, 2009
VIGNETTE
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
000-25375
|
74-2769415
|
(State or other jurisdiction
of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
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1301
South MoPac Expressway, Austin, Texas 78746
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(Address
of principal executive offices) (Zip Code)
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Registrant’s
telephone number, including area code: (512) 741-4300
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)
:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
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 April 28, 2009, Vignette Corporation (the “Company”) issued a
press release announcing its preliminary financial results for the three
months ended March 31, 2009, and certain other information. A copy of
the press release is attached as Exhibit 99.1 to this report. A copy of
the prepared comments posted by Vignette Corporation to its website on
April 28, 2009 is attached as Exhibit 99.2 to this report.
The information furnished pursuant to this Item 2.02 and the
exhibit hereto shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and shall not be deemed to be 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.
In the press release furnished herewith in Exhibit 99.1, the
Company provides preliminary financial results for the first quarter
that do not take into consideration certain non-operating or
non-recurring charges. The Company believes that these non-GAAP
financial measures are useful to investors because the Company’s
management excludes these non-operating or non-recurring charges when it
internally evaluates the performance of the Company’s business and makes
operating decisions, including internal budgeting, performance
measurement and the calculation of bonuses and discretionary
compensation. In addition, these non-GAAP measures more closely reflect
the essential revenue generation activities of the Company and the
direct operating expenses (resulting in or from cash expenditures)
needed to perform these revenue generating activities. Accordingly,
management excludes amortization of acquired technology, stock-based
compensation related to employee stock options, business restructuring
charges (benefits), amortization expense for certain acquired intangible
assets and one-time charges and gains. The Company believes that
providing the non-GAAP measures that management uses is useful to
investors for two primary reasons. First, it provides a consistent
basis for investors to understand the Company’s financial performance on
a trended basis across many historical periods, particularly given the
adoption of SFAS 123R at the beginning of fiscal year 2006 and the
changes it has introduced for calculating stock-based compensation
expenses relative to prior periods. Second, it allows investors to
evaluate the Company’s performance using the same methodology and
information as that used by the Company’s management.
This document contains forward-looking statements that involve
risks and uncertainties concerning the Company, including the Company's
expected performance for 2009. Actual events or results may differ
materially from those described in this document due to a number of
risks and uncertainties. These risks and uncertainties include, among
others, the Company's ability to attract and retain new and/or existing
customers; the Company's ability to issue new products or releases of
solutions that meet customers' needs or achieve acceptance by the
Company's customers; changes to current accounting policies which may
have a significant, adverse impact upon the Company's financial results;
the introduction of new products by competitors or the entry of new
competitors; the Company's ability to preserve its key strategic
relationships; the Company's ability to hire and retain key
employees; and economic and political conditions in the US and abroad.
All of these factors may result in significant fluctuations in the
Company's quarterly operating results. In addition, unfavorable changes
in economic conditions may affect the Company's current
expectations. More about potential factors that could affect the
Company's business and financial results is included in Vignette's Form
10-K for the year ended December 31, 2008, which is on file with the SEC
and available at the SEC's website at
www.sec.gov
.
Vignette is not obligated to update these forward-looking statements to
reflect events or circumstances after the date of this document.
Item 9.01. Financial Statements and Exhibits
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(d) Exhibits.
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Number
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Description
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99.1
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Vignette Corporation Press Release issued on April 28, 2009
announcing the preliminary financial results for the three months
ended March 31, 2009.
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99.2
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Vignette Corporation Prepared Comments posted by the Company to its
website on April 28, 2009.
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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.
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|
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VIGNETTE CORPORATION
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Date:
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April 28, 2009
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By:
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/s/ T. Patrick Kelly
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T. Patrick Kelly
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Chief Financial Officer
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