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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
Date of Report (Date of earliest event reported): February 16, 2000
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Landmark Systems Corporation
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(Exact name of Registrant as specified in Charter)
Virginia 0-023373 54-1221302
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
12700 Sunrise Valley Drive, Reston, VA 20191-5804
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: 703-464-1300
None
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(Former name or former address, if changes since last report)
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ITEM 5. OTHER EVENTS.
On February 16, 2000 the Company issued a press release announcing the
estimated earnings for its 1999 fourth quarter. A copy of the press release is
attached hereto as Exhibit 99 and incorporated by reference herein.
Some of the statements in this report and the press release attached
hereto are forward looking and related to anticipated future operating results.
Future operating results may be impeded by single or combined events and/or
circumstances that have not been presently anticipated. Forward-looking
statements are based on Landmark management's current expectations and
assumptions, which may be affected by a number of factors, including, without
limitation, the outcome of the current SEC accounting review, competitive
product introductions, price competition, any failure or delay in the Company's
ability to develop and introduce new products, seasonal factors affecting the
Company's sales, the Company's ability to attract and retain qualified
technical, sales, managerial and other key personnel, the Company's ability to
manage expenses effectively, the introduction of the Euro currency, the "Year
2000" software and systems issue, and other factors. Therefore, there can be no
assurance that actual future results will not differ materially from anticipated
results. Readers should refer to Landmark's disclosure documents filed with the
Securities and Exchange Commission for specific details on some of the factors
that may affect operating results.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
99: Text of Press Release dated February 16, 2000.
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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 hereunto duly authorized.
LANDMARK SYSTEMS CORPORATION
a Virginia corporation
(Registrant)
By: /s/ Katherine K. Clark
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Katherine K. Clark
President and Chief Executive Officer
(Duly Authorized Officer)
Dated: February 16, 2000
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
99 Text of Press Release dated February 16, 2000
</TABLE>
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EXHIBIT 99
LANDMARK ANNOUNCES ESTIMATED FINANCIAL RESULTS FOR THE QUARTER ENDED
DECEMBER 31, 1999
RESTON, VA (February 16, 2000) - Landmark Systems Corporation (NASDAQ:
LDMK) today announced estimated financial results for the fourth quarter ended
December 31, 1999. The Company also announced that the staff of the Division of
Corporation Finance of the Securities and Exchange Commission (SEC) is
conducting a periodic accounting review concerning the timing of the recognition
of some of the Company's revenues. As part of its periodic review process, the
SEC is reviewing the Company's method of allocating System/390 revenue between
license fees that are recognized upon delivery, and maintenance fees that are
recognized over the maintenance term. Consequently, the Company is awaiting the
conclusion of the SEC review before releasing final audited results for the year
ended December 31, 1999. The Company expects to resolve the issues raised by the
SEC review during the next few weeks.
The Company believes the accounting methodology it has employed is
consistent with prior year results as well as with Generally Accepted Accounting
Principles. While it is impossible to predict the outcome of discussions with
the SEC, a contrary conclusion by the SEC could result in a material deferral of
previously recognized 1998 and 1999 license revenues with eventual recognition
over the next 3 to 5 years. The Company's audited financial statements will be
contained in the Company's Form 10-K for the year ended December 31, 1999, which
will be filed with the SEC on or before March 30, 2000.
Estimated revenues for the fourth quarter ended December 31, 1999 were
$13.6 to $13.8 million. Estimated net income for the fourth quarter was $0.4 to
$0.5 million, or $0.03 to $0.04 per share on a diluted basis.
"We are closely cooperating with the SEC in their review process and
believe Landmark will quickly resolve the issues raised," said Katherine K.
Clark, Landmark's president and CEO. "Regardless of the outcome, Landmark's cash
flow and financial condition will not be impacted."
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LANDMARK REPORTS ESTIMATED FOURTH QUARTER 1999 RESULTS -- PAGE TWO
Commenting on the fourth quarter, Clark stated, "As expected, fourth
quarter revenues were affected by year 2000-related remediation and lock down
issues and while we anticipate a residual effect from year 2000 issues early
this year, we look forward to putting these issues behind us in the year ahead
and taking full advantage of emerging market opportunities, including the demand
for e-business application management and the ongoing reliance on large
systems."
During the fourth quarter, Landmark announced the start of an
e-business initiative targeted at giving an organization visibility and control
of critical e-business applications. The premiere product in the Company's
e-business portfolio, Landmark WebWatcher, was launched in a managed
availability phase in the fourth quarter and is currently being deployed at
select customer pilot sites.
For fiscal year 2000, the Company expects total revenues to be in the
range of $61 to $63 million, and earnings to be in range of $0.38 to $0.40 per
share.
Headquartered in Reston, Virginia, Landmark Systems Corporation (NASDAQ: LDMK)
is a leading, global provider of software, services, and solutions that help
organizations manage their critical information technology systems and
e-business operations. Landmark's complete, integrated solutions ensure that
operating systems, applications, databases, middleware, and servers operate as
efficiently and effectively as possible. For more information, visit the
company's Web site at www.landmark.com.
Some of the statements in this news release are forward looking and related to
anticipated future operating results. Future operating results may be impeded by
single or combined events and/or circumstances that have not been presently
anticipated. Forward-looking statements are based on Landmark management's
current expectations and assumptions, which may be affected by a number of
factors, including, without limitation, the outcome of the current SEC
accounting review, competitive product introductions, price competition, any
failure or delay in the Company's ability to develop and introduce new products,
seasonal factors affecting the Company's sales, the Company's ability to attract
and retain qualified technical, sales, managerial and other key personnel, the
Company's ability to manage expenses effectively, foreign currency risk, the
"Year 2000" software and systems issue, and other factors. Therefore, there can
be no assurance that actual future results will not differ materially from
anticipated results. Readers should refer to Landmark's disclosure documents
filed with the Securities and Exchange Commission for specific details on some
of the factors that may affect operating results.
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Landmark Systems Corporation, the Landmark logo, and PerformanceWorks are
registered trademarks of Landmark and its subsidiaries.
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