SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 11, 2001
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MICROSTRATEGY INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-24435 51-0323571
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1861 International Drive, McLean, Virginia 22102
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 848-8600
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(Former Name or Former Address, if Changed since Last Report)
Item 9. Regulation FD Disclosure.
On October 11, 2001, MicroStrategy Incorporated (the "Company") held an online
seminar for certain customers, analysts and others, which was available to them
through a simultaneous live webcast and conference call. In that seminar, the
Company provided certain information about its current cash position and
expectations with respect to financial performance in 2002.
The Company is furnishing corrective and clarifying information regarding those
matters in this report. As of September 30, 2001, the Company had approximately
$43 million in cash and short-term investments. The Company expects that the pro
forma results of operations of its core business, excluding special charges and
other non-recurring items, will be profitable in 2002.
This report contains statements that constitute "forward-looking statements,"
including estimates of future business prospects or financial results.
Forward-looking statements inherently involve risks and uncertainties that could
cause actual results of MicroStrategy Incorporated and its subsidiaries
(collectively, the "Company") to differ materially from the forward-looking
statements. Factors that could contribute to such differences include: the
possibility that the conditions to the securities class action and shareholder
derivative settlement agreements will not be satisfied; the Company's ability to
secure financing for its current operations and long-term plans on acceptable
terms; the ability of the Company to implement and achieve widespread customer
acceptance of its MicroStrategy 7 software on a timely basis; adverse reaction
by the Company's employees, investors, customers, vendors and lenders to the
restatement of the Company's financial results or its future prospects; the
Company's ability to recognize deferred revenue through delivery of products or
satisfactory performance of services; continued acceptance of the Company's
products in the marketplace; the timing of significant orders; delays in the
Company's ability to develop or ship new products; market acceptance of new
products; competitive factors; general economic conditions; currency
fluctuations and other risks detailed in the Company's registration statements
and periodic reports filed with the Securities and Exchange Commission. By
making these forward-looking statements, the Company undertakes no obligation to
update these statements for revisions or changes after the date of this release.
The information in this report is being furnished pursuant to Regulation FD. In
accordance with General Instructions B.2. of Form 8-K, the information in this
report shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
Section. The furnishing of the information set forth in this report is not
intended to, and does not, constitute a determination or admission as to the
materiality or completeness of such information.
SIGNATURES
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.
MicroStrategy Incorporated
(Registrant)
By: /s/ Eric F. Brown
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Name: Eric F. Brown
Title: President and Chief Financial
Officer
Date: October 12, 2001