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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 2, 1996
Date of Report
(Date of earliest event reported)
LANDMARK GRAPHICS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-17195 76-0029459
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
</TABLE>
15150 MEMORIAL DRIVE
HOUSTON, TEXAS
(Address of principal executive offices)
77079-4304
(Zip Code)
(713) 560-1000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, Landmark Graphics Corporation ("Landmark" or the
"Company") is hereby filing cautionary statements identifying important
factors that could cause Landmark's actual results to differ materially from
those projected in forward looking statements of Landmark made by or on behalf
of Landmark.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(99) Additional Exhibits
99.1 Cautionary Statement for Purposes of the "Safe
Harbor" Provisions of the Private Securities Litigation
Reform Act of 1995.
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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 thereunto duly authorized.
LANDMARK GRAPHICS CORPORATION
Registrant
Date: April 2, 1996 By: /s/ William H. Seippel
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William H. Seippel
Vice President, Finance and
Chief Financial Officer
(Principal Financial and Accounting Officer)
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INDEX TO EXHIBITS
EXHIBIT 99.1 Cautionary Statement for Purposes of "Safe Harbor"
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EXHIBIT 99.1
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES REFORM ACT OF 1995
Landmark desires to take advantage of the new "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995 (the "Act") and is
filing this Form 8-K in order to do so. Many of the following important
factors discussed below have been discussed in Landmark's prior SEC filings.
Landmark wishes to caution readers that the following important
factors, among others, in some cases have affected, and in the future could
affect, Landmark's actual results, and could cause Landmark's actual
consolidated results for the financial periods ending after the date hereof,
including, without limitation, the fiscal quarter ending March 31, 1996, to
differ materially from those expressed in any forward-looking statements made
by or on behalf of Landmark:
o Uncertainty in the oil and gas markets due to price fluctuations,
corporate restructurings, political developments, changes in tax
policy and governmental regulations and other factors, which could
have a material adverse impact on exploration and production budgets
of Landmark's customers (i.e., domestic and international oil and gas
companies) and, consequently, on the business and prospects of
Landmark.
o Timing and volume differences in the shipment of some of Landmark's
computer-aided exploration and reservoir management ("CAEX/CARM")
systems caused by factors such as new product transitions,
reorganization of sales and distribution channels, changes in
marketing strategies, delays in new product introductions, shortages
of system components, delays in obtaining required import/export
permits and customer purchasing patterns.
o The inability of the Company to continue to improve its existing
product lines (including the CAEX/CARM systems), to address customer
needs, to maintain a reputation for technological leadership, to
achieve market acceptance, to anticipate changes in technology and
industry standards and, to the extent such changes impact the
Company's technology and products, to respond to technological
developments on a timely basis, either internally or through strategic
alliances. Examples of such problems could include (i) current
competitors or new market entrants that develop new technologies,
products or standards which could render the Company's products less
useful or obsolete, (ii) technical problems which may arise in
connection with the Company's adaptation of its products to function
on other operating systems such as PC-based operating systems in
addition to the Company's traditional UNIX operating
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system, (iii) downward pressure on prices from the entry of additional
low cost, lower functionality software products, and (iv) problems or
delays in developing and marketing, on a timely and cost effective
basis, product enhancements or new products that respond to
technological developments, address the marketplace, or comply with
industry standards, whether developed by Petrotechnical Open Software
Corporation, Public Petroleum Data Model or others.
o Competitive pressures in the market for CAEX/CARM systems including
competition from certain of the major oil and gas companies and new
competitors which are entering the market, and competition in the data
management market.
o Risks associated with international operations (which accounted for
approximately 55% of the Company's revenues for the six-month period
ended December 31, 1995), including fluctuations in currency exchange
ratios, nationalization or expropriation of assets, import/export
controls, political instability, variations in the protection of
intellectual property rights, limitations on foreign investment,
restrictions on the ability to convert currency and the additional
expenses and risks inherent in conducting operations in geographically
distant locations, with customers speaking different languages and
having different cultural approaches to the conduct of business.
o Any factor adversely affecting sales of the Company's seismic
interpretation and geologic interpretation and mapping products, from
which the Company currently derives a substantial portion of its
revenues, or any factor adversely affecting the successful development
and introduction of new and enhanced versions of these products and
customer acceptance of such new and enhanced versions.
o The loss of any one or more key customers (i.e., primarily major oil
and gas companies and large independents) of the Company's CAEX/CARM
systems, as well as problems which the Company may incur in its
ability to expand into new market segments, such as national oil
companies and small independent oil companies.
o A successful challenge to the validity of the Company's patents,
copyrights and/or trademarks and/or the Company's confidential
proprietary information becoming publicly available. In addition,
substantial resources may be required to prosecute infringement claims
for unauthorized use by third parties of the Company's proprietary
rights, or to defend claims that the Company's products infringe upon
the proprietary rights of others.
o Any supply or quality control problems with the Company's vendors for
either hardware components or software releases. Further, if Landmark
is unable to obtain adequate supplies of the hardware platforms
utilized in its CAEX/CARM systems (the Sun Microsystems SPARCstation,
the IBM RISC System/6000 workstation and the SiliconGraphics
Workstation) or is required or decides to incorporate a different
hardware platform or operating system in its CAEX/CARM systems, the
Company could experience delays or reductions in production and/or
increased expenses while
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the Company redesigns its CAEX/CARM systems, all of which could have an
adverse effect on the financial performance of the Company.
o Failure by Landmark to retain and to continue to attract senior
management or key personnel, which could adversely affect Landmark's
ability to compete.
o The diversion of management time and other resources to acquisitions
and away from the business of the Company.
o Failure to timely and effectively implement the reorganization of the
Company's sales and distribution functions, which began in fiscal
1995.
