8-K

UNITED STATES

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

June 19, 2003

Date of Report (date of earliest event reported)

TIBCO Software Inc.

(Exact name of Registrant as specified in its charter)

Delaware	000-26579	77-0449727
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

3303 Hillview Avenue Palo Alto, California 94304-1213

(Address of principal executive offices)

(650) 846-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Item 7. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press release of TIBCO Software Inc. dated June 19, 2003.

Item 9. Regulation FD Disclosure (The following discussion is furnished under “Item 12. Results of Operations and Financial Condition”)

In accordance with SEC Release No. 33-8216, the following information, required to be furnished under “Item 12. Results of Operations and Financial Condition,” is furnished under “Item 9. Regulation FD Disclosure.”

On June 19, 2003, TIBCO Software Inc. issued a press release entitled “TIBCO Software Reports Second Quarter Financial Results,” the text of which is attached hereto as Exhibit 99.1 and incorporated herein in its entirety by reference.

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.

	TIBCO SOFTWARE INC.
Date:    June 19, 2003	By:	/s/    CHRISTOPHER G. O’MEARA
	Name:	Christopher G. O’Meara
	Title:	Executive Vice President, Finance & Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of TIBCO Software Inc. dated June 19, 2003.

EX-99.1

EXHIBIT 99.1

Press Contact:	Investor Relations Contact:
Jean Lombard	Michael Magaro
TIBCO Software Inc.	TIBCO Software Inc.
(415) 846-5109	(650) 846-5747
jlombard@tibco.com	mmagaro@tibco.com

TIBCO SOFTWARE REPORTS

SECOND QUARTER FINANCIAL RESULTS

PALO ALTO, Calif., June 19, 2003—TIBCO Software Inc. (Nasdaq: TIBX), a leading enabler of real-time business and the leading independent business integration software company in the world, as demonstrated by market share and analyst reports, today announced results for its second fiscal quarter ended May 30, 2003. Total revenues for the second quarter were $61.5 million. License revenues for the second quarter were $30.8 million. Net loss for the quarter calculated in accordance with accounting principles generally accepted in the United States was $0.6 million or $0.00 per share.

TIBCO had non-GAAP net income for the second fiscal quarter of $0.6 million. TIBCO’s non-GAAP earnings per share on a fully diluted basis were $0.00 for the quarter. Non-GAAP results exclude stock-based compensation charges, amortization of acquired intangibles, and assume a non-GAAP effective tax rate of 38%.

“We remain committed to our customers’ success and to continuing to operate our company in a prudent financial manner,” said Vivek Ranadivé, TIBCO Chairman and CEO. “With more than 2,000 customers, a strong product portfolio, and a solid balance sheet, we will continue to focus on our long term success.”

Highlights for TIBCO’s Second Fiscal Quarter 2003

· During Q2, we added 76 new customers, ending the quarter with more than 2,000 customers. These include organizations such as New York Presbyterian Hospital, US Department of Commerce, Western Area Power Administration, Spanish Airports and Air Navigation Entity, and Burlington Resources, among others. In addition, we increased and successfully expanded our business with market leaders such as Virgin Mobile, Southwest Airlines, Lockheed Martin, Telstra, Vodafone, and Trinity Health.

· TIBCO continued to strengthen and expand relationships with key Systems Integrators and software vendors, such as Accenture, Ariba, AspenTech, CGEY, Deloitte Consulting, HP, PeopleSoft, PTC, Siebel Systems, Teradata, Yahoo!, and Borland.

· During the quarter, TIBCO also earned its seventh straight “leader” quadrant classification from Gartner Group. TIBCO is the only independent business integration software company to be selected as a leader in each integration magic quadrant ever published by Gartner Group, reflecting the historical strength of the company and its products. In addition, the current placement in the leader quadrant is a reflection of TIBCO’s leadership and product excellence in a challenging economic environment. This an outstanding accomplishment and reflects the continued exceptional commitment of our talented employees.

Conference Call Details

TIBCO Software has scheduled a conference call at 5:00 p.m. EST today to discuss its fiscal second quarter results. Interested parties may access the conference call over the Internet through CCBN at www.companyboardroom.com. To listen to the live call, please go to the Web site at least 15 minutes early to register, download and install any necessary audio software. For those who cannot listen to the live broadcast of the call, a replay will be available through TIBCO Software Inc.’s website at www.tibco.com shortly after the live call ends.

About TIBCO Software Inc.

TIBCO Software Inc. is the leading independent business integration software company in the world, demonstrated by market share and analyst reports. In addition, TIBCO is a leading enabler of Real-Time Business, helping companies become more cost-effective, more agile and more efficient. TIBCO has delivered the value of real-time business, what TIBCO calls The Power of Now^®, to over 2,000 customers around the world and in a wide variety of industries. For more information on TIBCO’s proven business integration, business optimization, and enterprise backbone solutions, TIBCO can be reached at +1-650-846-1000 or on the Web at www.tibco.com. TIBCO is headquartered in Palo Alto, CA.

NOTE: TIBCO, the TIBCO logo, The Power of Now and TIBCO Software are trademarks or registered trademarks of TIBCO Software Inc. in the United States and/or other countries. All other product and company names and marks mentioned in this document are the property of their respective owners and are mentioned for identification purposes only.

# # #

Legal Notice Regarding Forward-Looking Statements: This release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, without limitation, statements regarding TIBCO’s business, customers, markets served and the strength of TIBCO’s business that may affect future earnings or financial results. These statements are subject to risks and uncertainties that could cause our actual results could differ materially from such forward-looking statements. These risks and uncertainties include, without limitation: possible fluctuations in the demand for TIBCO’s products and services; possible fluctuations in economic conditions affecting the market for TIBCO’s products and services; TIBCO’s ability to compete with existing or new competitors; and the risk that the strength of TIBCO’s business may not be maintained. Additional information concerning risks and uncertainties that could cause our actual results to differ materially from those contained in the forward-looking statements can be found in TIBCO’s filings with the Securities and Exchange Commission (“SEC”), including but not limited to its most recent reports on Forms 10-Q and 10-K filed with the SEC on April 10, 2003 and February 5, 2003. Copies of filings made with the SEC are available through the SEC’s electronic data gather analysis and retrieval system (EDGAR) at www.sec.gov. TIBCO assumes no obligation to update the forward-looking statements included in this release to reflect events or circumstances occurring after the date of this release.

TIBCO provides non-GAAP net income and non-GAAP earnings per share data as additional information for its operating results. These measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. TIBCO believes that this presentation of non-GAAP net income and non-GAAP earnings per share data provides useful information to management and investors regarding certain additional financial and business trends relating to its financial condition and results of operations.

2

TIBCO Software Inc.

GAAP and Non-GAAP Statements of Operations

Impact of Non-GAAP Adjustments on Reported Net Income/Loss

(unaudited, in thousands, except per share data)

	Three Months Ended May 30, 2003									Six Months Ended May 30, 2003
	GAAP			Adjustments*			Non-GAAP			GAAP			Adjustments*			Non-GAAP
Revenue	$	61,468		$	—		$	61,468		$	125,121		$	—		$	125,121
Cost of revenue		13,561			(65	)		13,496			27,250			(119	)		27,131
Gross profit		47,907			65			47,972			97,871			119			97,990
Operating expenses:
Research and development		17,267			(148	)		17,119			34,770			(375	)		34,395
Sales and marketing		29,199			(100	)		29,099			56,085			(137	)		55,948
General and administrative		5,746			(18	)		5,728			10,810			(57	)		10,753
Acquired in-process research and development		—			—			—			—			—			—
Restructuring charges		—			—			—			1,100			(1,100	)		—
Amortization and acquired intangibles		1,691			(1,691	)		—			3,382			(3,382	)		—
Total operating expenses		53,903			(1,957	)		51,946			106,147			(5,051	)		101,096
Income (loss) from operations		(5,996	)		2,022			(3,974	)		(8,276	)		5,170			(3,106	)
Interest and other income, net		4,992			—			4,992			10,095			—			10,095
Income (loss) before income taxes		(1,004	)		2,022			1,018			1,819			5,170			6,989
Provision (benefit) for income taxes (1)		(444	)		831			387			718			1,938			2,656
Net income (loss)	$	(560	)	$	1,191		$	631		$	1,101		$	3,232		$	4,333
Net income per share—basic	$	(0.00	)				$	0.00		$	0.01					$	0.02
Basic shares outstanding		211,213						211,213			210,718						210,718
Net income per share—diluted	$	(0.00	)				$	0.00		$	0.01					$	0.02
Diluted shares outstanding		211,213						211,213			218,646						218,646

* The following table summarizes the adjustments for the respective periods presented:

	Three Months Ended May 30, 2003			Six Months Ended May 30, 2003
Net income (loss), GAAP	$	(560	)	$	1,101
Stock-based compensation charges		331			688
Amortization of goodwill and acquired intangibles		1,691			3,382
Restructuring charges		—			1,100
Provision for income taxes (1)		(831	)		(1,938	)
Net income, non-GAAP	$	631		$	4,333

(1) A projected pro forma effective tax rate for 2003 of 38% has been used to adjust the provision for income taxes for non-GAAP presentation purposes.

TIBCO Software Inc.

Balance Sheets

(unaudited, in thousands)

	May 30, 2003			February 28, 2003			November 30, 2002
ASSETS
Current assets:
Cash and cash equivalents	$	116,346		$	110,221		$	57,229
Short-term investments		530,192			542,416			580,624
Accounts receivable, net		48,599			36,052			59,795
Accounts receivable from related parties		3,127			5,548			1,483
Other current assets		15,267			12,795			14,462
Total current assets		713,531			707,032			713,593
Property and equipment, net		48,167			51,531			54,827
Other assets		8,886			8,925			8,348
Goodwill		103,183			103,183			101,994
Acquired intangibles, net		11,257			12,947			15,826
Total assets	$	885,024		$	883,618		$	894,588
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable	$	4,348		$	4,830		$	5,242
Amounts due related parties		122			376			1,846
Accrued liabilities		36,418			32,686			41,681
Accrued excess facilities costs		46,757			49,143			51,311
Deferred revenue		47,923			46,337			49,781
Total liabilities		135,568			133,372			149,861
Stockholders’ equity:
Common stock		211			212			210
Additional paid-in capital		916,064			915,647			912,821
Unearned stock-based compensation		(632	)		(939	)		(1,333	)
Accumulated other comprehensive income		2,580			3,533			2,897
Accumulated deficit		(168,767	)		(168,207	)		(169,868	)
Total stockholders’ equity		749,456			750,246			744,727
Total liabilities and stockholders’ equity	$	885,024		$	883,618		$	894,588

TIBCO Software Inc.

Statements of Operations

(unaudited, in thousands, except per share data)

	Three Months Ended May 31, 2002			Six Months Ended May 31, 2002			Three Months Ended February 28, 2003			Three Months Ended May 30, 2003			Six Months Ended May 30, 2003
License Revenue:
Non-related parties	$	31,973		$	75,039		$	24,785		$	27,977		$	52,762
Related parties		3,800			7,600			10,190			2,823			13,013
Total license revenue		35,773			82,639			34,975			30,800			65,775
Service and maintenance revenue:
Non-related parties		24,781			48,689			24,908			26,303			51,211
Related parties		3,112			6,371			3,223			3,826			7,049
Billed expenses		467			1,116			547			539			1,086
Total service and maintenance revenue		28,360			56,176			28,678			30,668			59,346
Total revenue		64,133			138,815			63,653			61,468			125,121
Cost of revenue:
Stock-based compensation		169			322			54			65			119
Other cost of revenue non-related parties		15,834			30,386			13,232			13,297			26,529
Other cost of revenue related parties		1,238			2,241			403			199			602
Gross Profit		46,892			105,866			49,964			47,907			97,871
Operating expenses:
Research and development
Stock-based compensation		336			787			227			148			375
Other research and development		18,206			34,514			17,276			17,119			34,395
Sales and marketing
Stock-based compensation		206			495			37			100			137
Other sales and marketing		34,398			65,420			26,849			29,099			55,948
General and administrative
Stock-based compensation		76			655			39			18			57
Other general and administrative		6,217			11,013			5,025			5,728			10,753
Acquired in-process research and development		2,400			2,400			—			—			—
Restructuring charges		29,645			29,645			1,100			—			1,100
Amortization and acquired intangibles		6,020			11,874			1,691			1,691			3,382
Total operating expenses		97,504			156,803			52,244			53,903			106,147
Loss from operations		(50,612	)		(50,937	)		(2,280	)		(5,996	)		(8,276	)
Interest and other income, net		6,717			12,844			4,641			4,092			8,733
Realized gain (loss) on investments		(11,839	)		(9,800	)		462			900			1,362
Net income (loss) before income taxes		(55,734	)		(47,893	)		2,823			(1,004	)		1,819
Provision (benefit) for income taxes		258			4,668			1,162			(444	)		718
Net income (loss)	$	(55,992	)	$	(52,561	)	$	1,661		$	(560	)	$	1,101
Net income (loss) per share—basic	$	(0.27	)	$	(0.26	)	$	0.01		$	(0.00	)	$	0.01
Shares used to compute net income per share—basic		204,630			202,887			210,224			211,213			210,718
Net income (loss) per share—diluted	$	(0.27	)	$	(0.26	)	$	0.01		$	(0.00	)	$	0.01
Shares used to compute net income per share—diluted		204,630			202,887			218,809			211,213			218,646