BINDVIEW DEVELOPMENT CORP
8-K, 2000-04-05
PREPACKAGED SOFTWARE
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                                  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 3, 2000



                        BINDVIEW DEVELOPMENT CORPORATION
               (Exact name of registrant as specified in charter)



<TABLE>
<CAPTION>
                 TEXAS                                 000-24677                             76-0306721
<S>                                              <C>                            <C>
       (State of Incorporation)                  (Commission File No.)          (I.R.S. Employer Identification No.)
</TABLE>



         5151 SAN FELIPE, 21ST FLOOR
               HOUSTON, TEXAS                                       77056
  (Address of Principal Executive Offices)                        (Zip Code)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 561-4000



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ITEM 5. OTHER EVENTS.

         On April 3, 2000, BindView Development Corporation ("BindView") issued
a press release announcing that, based on a preliminary review of its results
for the first quarter ending March 31, 2000, revenue is estimated to have grown
to approximately $16.0 million for the quarter compared with revenues of $12.7
million for the corresponding period of 1999. Excluding non-recurring
transaction and restructuring charges relating to the acquisition of Entevo
Corporation in February of this year, BindView expects a net loss per share for
the first quarter of between $0.02 to $0.04. Complete operating results for the
first quarter are expected to be released on April 19, 2000. A copy of the press
release is attached as Exhibit 99.1.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits.

         99.1     Press Release


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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.

                                          BINDVIEW DEVELOPMENT CORPORATION



Dated:  April 4, 2000                     By: /s/ SCOTT R. PLANTOWSKY
                                             -----------------------------------
                                                   Scott R. Plantowsky,
                                                 Chief Financial Officer


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                                 EXHIBIT INDEX

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EXHIBIT
NUMBER            DESCRIPTION
- -------           -----------
<S>               <C>
  99.1            Press Release
</TABLE>

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                       [BINDVIEW CORPORATION LETTERHEAD]


FOR IMMEDIATE RELEASE

                BINDVIEW ANNOUNCES PRELIMINARY FINANCIAL RESULTS

                          FOR FIRST QUARTER FISCAL 2000

HOUSTON -- APRIL 3, 2000 -- BindView Corporation (NASDAQ:BVEW) today announced
that, based on a preliminary review of its results for the first quarter ending
March 31, 2000, revenue is estimated to have grown to approximately $16.0
million for the quarter compared with revenues of $12.7 million for the
corresponding period of 1999. Excluding non-recurring transaction and
restructuring charges relating to the acquisition of Entevo Corporation in
February of this year, BindView expects a net loss per share for the first
quarter of between $0.02 to $0.04. Complete operating results for the first
quarter are expected to be released on April 19, 2000.

BindView has scheduled a conference call for Monday, April 3, 2000, at 4:30 p.m.
CDT/5:30 p.m. EST, for financial analysts and others. Those interested in
joining should call 1-800-967-7134. The conference call ID number is 516439. The
conference call will be available for playback through April 14, 2000, via
1-888-203-1112. The conference call ID number for the playback is 516439.

"In each of the seven consecutive quarters which we have reported since
registering for our initial public offering in 1998, we have surpassed our
internal expectations. In the first quarter of this year, which is historically
our most seasonally difficult period, we did

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BINDVIEW ANNOUNCES PRELIMINARY FINANCIAL RESULTS                      2--2--2--2

not achieve our internal growth targets," said Richard P. Gardner, BindView's
CEO. "We attribute this shortfall primarily to a general softness in our
international performance, as international sales contributed approximately 11%
of our revenues in the first quarter as compared to 17% for fiscal year 1999,
and an insufficient number of larger transactions in all geographies. We believe
the underlying cause for both of these short-falls was principally a general
lengthening of our sales cycle due to the addition of two new major product
lines, leading customers to evaluate more of our new products at the same time
and postpone their buying decisions."

"We believe that we have the right strategy and the right solutions to meet
customers' risk management demands as they deploy their e-business
infrastructures," he added. "With the introduction of new products, we believe
that the value proposition to our customers has increased dramatically. We
remain very optimistic about our revenue growth potential."

ABOUT BINDVIEW CORPORATION

Founded in 1990, BindView is a leading provider of IT risk management solutions
for controlling enterprise and e-Business infrastructures. BindView's
award-winning solutions enable corporate IT professionals to effectively
leverage their existing technologies to achieve their business goals. To control
IT risks, more than 7 million licenses of BindView's solutions have been shipped
worldwide to approximately 5,000 companies, including more than 75 of the
Fortune 100 and 22 of the largest 25 U.S. banks. Contact BindView via e-mail at
[email protected] or visit BindView's World Wide Web Site at
http://www.bindview.com. BindView can also be reached at (800) 749-8439 or at
(713) 561-4000.

                                      # # #


Editors Note: BindView product names used in this document are trademarks, which
may be registered in one or more jurisdictions, of BindView. The names of
products of other companies mentioned in this document, if any, may be the
registered or unregistered trademarks of the owners of the products.


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Statements in this news release not based on historical fact are
"forward-looking" statements pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Actual results could differ
materially because of factors such as, for example, the risks associated with
competition within the network management software industry, with rapid
technological change, and with BindView's development of and the market's
acceptance of new products. Other such factors include the risk factors and
other matters described from time to time in BindView's Form 10-K filings, Form
10-Q filings, and other periodic filings with the Securities and Exchange
Commission.



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