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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2000
NETIQ CORPORATION
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 000-26757 77-0405505
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation or organization)
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5410 Betsy Ross Drive, Santa Clara, California 95054
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(Address of principal executive offices of Registrant, including zip code)
(408) 330-7000
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(Registrant's telephone number, including area code)
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NetIQ Corporation ("NetIQ") hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K,
originally filed with the Securities and Exchange Commission on May 26, 2000.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
(i) The audited consolidated balance sheets of Mission Critical
Software, Inc. ("Mission Critical") as of June 30, 1998 and 1999,
the audited statements of operations, stockholders' deficit and cash
flows of Mission Critical for the period from July 19, 1996 (date of
inception) to June 30, 1997 and for the years ended June 30, 1998
and 1999, the notes related thereto, and the Independent Auditors'
Report thereon are set forth at pages F-23 through F-41 of the joint
proxy statement/prospectus contained in NetIQ's registration
statement on Form S-4 (File No. 333-33178). Such financial
statements, notes and reports set forth at such pages are
incorporated herein by reference.
(ii) The audited balance sheets of Mission Critical as of June 30, 1999
and the unaudited condensed balance sheet of Mission Critical as of
December 31, 1999, the unaudited statements of operations,
stockholders' equity (deficit) and cash flows of Mission Critical
for the three and six months ended December 31, 1998 and 1999 and
the notes related thereto are set forth at pages F-42 through F-48
of the joint proxy statement/prospectus contained in NetIQ's
registration statement on Form S-4 (File No. 333-33178). Such
financial statements and notes set forth at such pages are
incorporated herein by reference.
(iii) The audited balance sheets of Ganymede Software, Inc. ("Ganymede")
as of March 31, 1998 and 1999, the audited statements of operations,
stockholders' equity, and cash flows for the years ended March 31,
1998 and 1999, the notes related thereto and the Independent
Auditors' Report thereon, and the unaudited balance sheets of
Ganymede as of December 31, 1999, the unaudited statements of
operations, stockholders' equity, and cash flows for the nine months
ended December 31, 1998 and 1999 and the notes related thereto are
set forth at pages F-49 through F-63 of the joint proxy
statement/prospectus contained in NetIQ's registration statement on
Form S-4 (File 333-33178). Such financial statements and notes set
forth at such pages are incorporated herein by reference.
(b) Pro Forma Financial Information.
(i) An unaudited pro forma condensed combined balance sheet as of
December 31, 1999 and the notes related thereto are set forth at
pages 60 through 65 of the joint proxy statement/prospectus
contained in NetIQ's registration statement on Form S-4 (File No.
333-33178). Such balance sheet and notes set forth at such pages are
incorporated herein by reference.
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(ii) Unaudited pro forma condensed combined statements of operations for
the year ended June 30, 1999 and the six months ended December 31,
1999 and the notes related thereto are set forth at pages 60 through
65 of the joint proxy statement/prospectus contained in NetIQ's
registration statement on Form S-4 (File No. 333-33178). Such
statements of operations and notes set forth at such pages are
incorporated herein by reference.
(a) Exhibits
99.2 Pages F-23 through F-63 of the joint proxy statement/prospectus
contained in NetIQ's registration statement on Form S-4 (File No. 333-33178),
which the Securities and Exchange Commission declared effective on April 5,
2000.
99.3 Pages 60 through 65 of the joint proxy statement/prospectus
contained in NetIQ's registration statement on Form S-4 (File No. 333-33178),
which the Securities and Exchange Commission declared effective on April 5,
2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to the Report on Form 8-K to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: July 19, 2000
NETIQ CORPORATION
(Registrant)
/s/ James A. Barth
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James A. Barth
Chief Financial Officer
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