SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) October 22, 1998
BOOLE & BABBAGE, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 0-132-58 94-1651571
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(State or other jurisdiction of (Commission File No). (I.R.S. Employer
incorporation or organization) Identification No.)
3131 Zanker Road, San Jose, California 95134-1933
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (408) 526-3000
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Registrant is filing this Form 8-K solely for the purpose of disclosing the
effect of the adoption of FAS 128, "Earnings per Share", on its Annual Report on
Form 10-K for the fiscal year ended September 30, 1997 (the 1997 Form 10-K) and
the related restatement of earnings per share thereon, so that such information
may be incorporated by reference into future filings. Restatement of selected
financial data is for the fiscal quarters in each of the years ended September
30, 1997 and September 30, 1996 and the five fiscal years ended September 30,
1997, and related disclosures as prescribed by FAS 128 for the three years ended
September 30, 1997.
Restatement of selected data as relates to the adoption of FAS 128 "Earnings per
Share" is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Restatement of selected data as relates to the
adoption of FAS 128, "Earnings per Share".
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.
BOOLE & BABBAGE, INC.
/s/ Arthur F. Knapp
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Arthur F. Knapp
Senior Vice President
Chief Financial Officer
Date: October 22, 1998
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99.1 Restatement of selected data as relates to the adoption
of FAS 128, "Earnings per share"
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EXHIBIT 99.1
In 1997, the Financial Accounting Standards Board issued Statement No.128,
"Earnings Per Share" (FAS 128). FAS 128 replaced the calculation of primary and
fully diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share. Earnings per share amounts for all periods have been
restated to conform to FAS 128 requirements.
QUARTERLY FINANCIAL INFORMATION
<TABLE>
The following information restates income (loss) per share amounts
<CAPTION>
Dec. 31, Mar. 31, June 30, Sept. 30,
1996 1997 1997 1997
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Net income (loss) per share $0.10 ($0.11) $0.33 $0.36
as previously reported
Net income (loss) per share restated:
Basic income (loss) per share $0.11 ($0.11) $0.36 $0.39
Diluted income (loss) per share $0.10 ($0.11) $0.33 $0.36
Dec. 31, Mar. 31, June 30, Sept. 30,
1995 1996 1996 1996
-------- -------- -------- ---------
Net income per share $0.12 $0.17 $0.16 $0.15
as previously reported
Net income per share restated:
Basic income per share $0.12 $0.18 $0.18 $0.17
Diluted income per share $0.12 $0.17 $0.16 $0.15
</TABLE>
FISCAL YEAR INFORMATION
<TABLE>
The following information restates net income per share amounts under Item 6 of
the Company's 1997 Form 10-K.
<CAPTION>
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net income per share $1.09 $0.60 $0.63 $0.25 $0.11
as previously reported (see Note A)
Net income per share restated:
Basic income per share $1.19 $0.65 $0.68 $0.27 $0.12
Diluted income per share $1.09 $0.60 $0.63 $0.25 $0.11
<FN>
Note A - Excludes $11.3 million ($0.42 per share) of acquisition expense in FY97
and $4.1 million ($0.18 per share) of purchased R&D expense in FY94. Also
excludes $1.5 million ($0.08 per share) of extraordinary gain on forgiveness of
debt in FY95 and $.2 million ($0.01 per share) of gain on disposal of division
in FY93.
</FN>
</TABLE>
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<TABLE>
FAS 128 DISCLOSURE
The calculation of Basic and Diluted income per share for each of the three
years ended September 30, 1997 are as follows:
<CAPTION>
1997 1996 1995
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<S> <C> <C> <C>
Denominator for basic income per share:
Weighted average number of common
Shares outstanding during the year 18,474 17,711 17,023
Incremental common shares attributable
to exercise of outstanding options
(assuming proceeds would be used to
purchase treasury stock) 1,621 1,499 1,442
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Denominator for diluted income per share: 20,095 19,210 18,465
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Net income $13,469 $11,457 $13,123
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Basic income per share $0.73 $0.65 $0.77
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Diluted income per share $0.67 $0.60 $0.71
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</TABLE>
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