LANDMARK SYSTEMS CORP
8-K, 2000-12-07
PREPACKAGED SOFTWARE
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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): December 4, 2000
--------------------------------------------------------------------------------


                         Landmark Systems Corporation
--------------------------------------------------------------------------------
              (Exact name of Registrant as specified in Charter)



        Virginia                    0-023373            54-1221302
------------------------        ----------------     ---------------
(State or other juris-            (Commission         (IRS Employer
diction of incorporation)         File Number)        Identification
                                                         Number)


12700 Sunrise Valley Drive, Reston, VA                   20191-5804
--------------------------------------               --------------
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number including area code: 703-464-1300


                                     None
--------------------------------------------------------------------------------
        (Former name or former address, if changes since last report)



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ITEM 5.  OTHER EVENTS.

         On December 4, 2000 the Company issued a press release announcing the
authorization of a $3.5 million share repurchase program. 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" within the meaning of the Private Securities
Litigation Reform Act of 1995 and are related to anticipated future operating
results. Specifically, the following may be impeded by events that have not
been presently anticipated: the timing of the release of new products, the
sale of unbilled accounts receivable, the upgrade of the Company's development
environments, the Company's ability to sell or issue equity or debt securities
or to enter into credit facilities on acceptable terms, the Company's ability
to make its acquisitions accretive, the success of the Company's more focused
sales approach and the Company's ability to increase license revenues,
maintain the level of maintenance renewal rates and limit cost of sales, and
the ability of existing and planned hardware and software systems to
accommodate transition to the Euro without material effect on results of
operations or financial condition. Forward-looking statements are based on
management's current expectations and assumptions, which may be affected by a
number of factors, including, without limitation, a lengthening of the sales
cycle possibly attributable to Year 2000 issues and/or other timing issues,
competitive product introductions, price competition, the Company's ability to
consummate license transactions as anticipated, 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 recent introduction and subsequent
fluctuations in value 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 Form 10-K filed with the Securities and
Exchange Commission for specific details on some of the factors that may
affect operating results. There are other factors besides those described or
incorporated in this report or in the Form 10-K that could cause actual
conditions, events or results to differ from those in the forward-looking
statements.


ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

99:      Text of Press Release dated December 4, 2000.




<PAGE>   3


                                  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
                                             ---------------------------------
                                                     Katherine K. Clark
                                        President and Chief Executive Officer
                                                  (Duly Authorized Officer)

Dated:  December 7, 2000


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                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit                                Description
-------                                -----------
<S>                  <C>
99                    Text of Press Release dated December 4, 2000
</TABLE>


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