UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 31, 2005
RED HAT, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-26281 06-1364380
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(State or Other Juris- (Commission (IRS Employer
diction of Incorporation File Number) Identification No.)
1801 Varsity Drive, Raleigh, NC 27606
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 919-754-3700
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On March 31, 2005, Red Hat, Inc. (the "Company") announced its
financial results for the fiscal quarter and fiscal year ended February 28,
2005. The full text of the press release issued in connection with the
announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to Item 2.02 of this Form 8-K
(including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 8.01 Other Events
On March 31, 2005, the Company announced that its Board of Directors
had authorized the expansion of its previously announced common stock repurchase
program. Under the expanded program, the Company is authorized to repurchase up
to an aggregate of $250 million of the Company's common stock, par value $.0001
per share, and up to $50 million of its 0.5% Convertible Senior Debentures due
2024 from time to time on the open market or in privately negotiated
transactions, as applicable. Based on the previously announced common stock
repurchase program, as of March 31, 2005, the Company has already repurchased
approximately $100 million of the expanded $250 million authorization. The
program will expire on earlier of (i) March 31, 2006, or (ii) a determination by
the Board of Directors, the Chief Executive Office or Chief Financial Officer to
discontinue the program. The full text of the press release issued in connection
with the announcement of the repurchase program is attached as Exhibit 99.2 to
this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
The following exhibit relating to Item 2.02 shall be deemed to
be furnished, and not filed:
99.1 Press Release Regarding Earnings dated March 31, 2005.
The following exhibit relates to Item 8.01:
99.2 Press Release Regarding Stock Repurchase dated March
31, 2005.
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.
Red Hat, Inc.
Date: March 31, 2005 By:/s/ Charles E. Peters, Jr.
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Charles E. Peters, Jr.
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release Regarding Earnings dated March 31, 2005.
99.2 Press Release Regarding Stock Repurchase dated
March 31, 2005.