BCSI » Topics » EXPLANATORY NOTE

This excerpt taken from the BCSI 10-Q filed Mar 28, 2007.

EXPLANATORY NOTE

In this Quarterly Report on Form 10-Q (“Form 10-Q”) for the fiscal quarter ended January 31, 2007, we are restating our condensed consolidated financial statements and related disclosures as of January 31, 2006 and for the three and nine months ended January 31, 2006. The restatement includes adjustments arising from an internal review of our historical financial statements, as well as the determinations of an independent committee of our Board of Directors, assisted by independent legal counsel and accounting experts, formed in July 2006 to conduct an internal investigation into our historical stock option granting practices that concluded that our historical measurement dates could not be relied upon.

In our Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended April 30, 2006, which was filed with the SEC on March 28, 2007, we restated our consolidated financial statements and related disclosures as of April 30, 2005 and for the years ended April 30, 2005 and 2004. The restatement included adjustments arising from the investigation of our historical practices in granting stock options. We also recorded adjustments affecting our previously-reported financial statements for fiscal years 2000 through 2003, the effects of which are summarized in cumulative adjustments to our additional paid in capital, deferred stock-based compensation and accumulated deficit accounts as of April 30, 2003. The Form 10-K also included the restatement of selected consolidated financial data as of and for the years ended April 30, 2005, 2004, 2003 and 2002, which was included in Item 6, “Selected Financial Data,” of the Form 10-K, and the unaudited quarterly financial data for each of the quarters in the years ended April 30, 2006 and 2005, with the exception of the fourth quarter of fiscal 2006 (which has never been filed), which was included in Item 8, “Financial Statements and Supplementary Data,” of the Form 10-K.

Except as set forth in the previous paragraph, we do not intend to amend any of our other previously filed annual reports on Form 10-K or quarterly reports on Form 10-Q for the periods affected by the restatement or adjustments, other than (i) information as of July 31, 2005 and for the three month period then ended which is included in the Quarterly Report on Form 10-Q for the period ended July 31, 2006, (ii) information as of October 31, 2005 and for the three and six-month periods then ended which is included in the Quarterly Report on Form 10-Q for the period ended October 31, 2006, and (iii) information as of January 31, 2006 and for the three and nine-month periods then ended which is included in this Quarterly Report on Form 10-Q. For this reason, the consolidated financial statements and related financial information contained in our previously filed annual reports on Form 10-K or quarterly reports on Form 10-Q for the periods affected by the restatement or adjustments should no longer be relied upon. Except as otherwise specifically noted in this Quarterly Report on Form 10-Q and except for the sections of this Form 10-Q entitled “Background of the Stock Option Investigation, Findings, Restatement of Condensed Consolidated Financial Statements, Remedial Measures and Related Proceedings” (included in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), Note 2, “Restatement of Condensed Consolidated Financial Statements,” of the Notes to Condensed Consolidated Financial Statements (included in Item 1, “Condensed Consolidated Financial Statements”), and Item 4, “Controls and Procedures,” all of the information in this Quarterly Report on Form 10-Q is as of January 31, 2007 and does not reflect events occurring after January 31, 2007. Accordingly, this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended April 30, 2006, as well as any Current Reports filed on Form 8-K.

 

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Additional information on the restatement can be found in this report in:

 

Part I, Item 1, Note 2, “Restatement of Condensed Consolidated Financial Statements;”

 

Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Background of the Stock Option Investigation, Findings, Restatement of Condensed Consolidated Financial Statements, Remedial Measures and Related Proceedings;”

 

Part I, Item 4, “Controls and Procedures;” and

 

Part II, Item 1A, “Risk Factors.”

As a result of our failure to file this report and other reports on a timely basis, we will not be eligible to use Form S-3 to register our securities with the SEC until all reports required under the Securities Exchange Act of 1934 have been timely filed for at least 12 months.

 

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This excerpt taken from the BCSI 10-Q filed Mar 28, 2007.

EXPLANATORY NOTE

In this Quarterly Report on Form 10-Q (“Form 10-Q”) for the fiscal quarter ended October 31, 2006, we are restating our condensed consolidated financial statements and related disclosures as of October 31, 2005 and for the three and six months ended October 31, 2005. The restatement includes adjustments arising from an internal review of our historical financial statements, as well as the determinations of an independent committee of our Board of Directors, assisted by independent legal counsel and accounting experts, formed in July 2006 to conduct an internal investigation into our historical stock option granting practices that concluded that our historical measurement dates could not be relied upon.

In our Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended April 30, 2006, which was filed with the SEC on March 28, 2007, we restated our consolidated financial statements and related disclosures as of April 30, 2005 and for the years ended April 30, 2005 and 2004. The restatement included adjustments arising from the investigation of our historical practices in granting stock options. We also recorded adjustments affecting our previously-reported financial statements for fiscal years 2000 through 2003, the effects of which are summarized in cumulative adjustments to our additional paid in capital, deferred stock-based compensation and accumulated deficit accounts as of April 30, 2003. The Form 10-K also included the restatement of selected consolidated financial data as of and for the years ended April 30, 2005, 2004, 2003 and 2002, which was included in Item 6, “Selected Financial Data,” of the Form 10-K, and the unaudited quarterly financial data for each of the quarters in the years ended April 30, 2006 and 2005, with the exception of the fourth quarter of fiscal 2006 (which has never been filed), which was included in Item 8, “Financial Statements and Supplementary Data,” of the Form 10-K.

Except as set forth in the previous paragraph, we do not intend to amend any of our other previously filed annual reports on Form 10-K or quarterly reports on Form 10-Q for the periods affected by the restatement or adjustments, other than (i) information as of July 31, 2005 and for the three month period then ended which is included in the Quarterly Report on Form 10-Q for the period ended July 31, 2006, (ii) information as of October 31, 2005 and for the three and six-month periods then ended which is included in this Quarterly Report on Form 10-Q, and (iii) information as of January 31, 2006 and for the three and nine-month periods then ended which is included in the Quarterly Report on Form 10-Q for the period ended January 31, 2007. For this reason, the consolidated financial statements and related financial information contained in our previously filed annual reports on Form 10-K or quarterly reports on Form 10-Q for the periods affected by the restatement or adjustments should no longer be relied upon. Except as otherwise specifically noted in this Quarterly Report on Form 10-Q and except for the sections of this Form 10-Q entitled “Background of the Stock Option Investigation, Findings, Restatement of Condensed Consolidated Financial Statements, Remedial Measures and Related Proceedings” (included in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), Note 2, “Restatement of Condensed Consolidated Financial Statements,” of the Notes to Condensed Consolidated Financial Statements (included in Item 1, “Condensed Consolidated Financial Statements”), and Item 4, “Controls and Procedures,” all of the information in this Quarterly Report on Form 10-Q is as of October 31, 2006 and does not reflect events occurring after October 31, 2006. Accordingly, this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended April 30, 2006, as well as any Current Reports filed on Form 8-K.

 

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Table of Contents

Additional information on the restatement can be found in this report in:

 

   

Part I, Item 1, Note 2, “Restatement of Condensed Consolidated Financial Statements;”

 

   

Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Background of the Stock Option Investigation, Findings, Restatement of Condensed Consolidated Financial Statements, Remedial Measures and Related Proceedings;”

 

   

Part I, Item 4, “Controls and Procedures;” and

 

   

Part II, Item 1A, “Risk Factors.”

As a result of our failure to file this report and other reports on a timely basis, we will not be eligible to use Form S-3 to register our securities with the SEC until all reports required under the Securities Exchange Act of 1934 have been timely filed for at least 12 months.

 

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Table of Contents
This excerpt taken from the BCSI 10-Q filed Mar 28, 2007.

EXPLANATORY NOTE

In this Quarterly Report on Form 10-Q (“Form 10-Q”) for the fiscal quarter ended July 31, 2006, we are restating our condensed consolidated financial statements and related disclosures as of July 31, 2005 and for the three months ended July 31, 2005. The restatement includes adjustments arising from an internal review of our historical financial statements, as well as the determinations of an independent committee of our Board of Directors, assisted by independent legal counsel and accounting experts, formed in July 2006 to conduct an internal investigation into our historical stock option granting practices that concluded that our historical measurement dates could not be relied upon.

In our Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended April 30, 2006, which was filed with the SEC on March 28, 2007, we restated our consolidated financial statements and related disclosures as of April 30, 2005 and for the years ended April 30, 2005 and 2004. The restatement included adjustments arising from the investigation of our historical practices in granting stock options. We also recorded adjustments affecting our previously-reported financial statements for fiscal years 2000 through 2003, the effects of which are summarized in cumulative adjustments to our additional paid in capital, deferred stock-based compensation and accumulated deficit accounts as of April 30, 2003. The Form 10-K also included the restatement of selected consolidated financial data as of and for the years ended April 30, 2005, 2004, 2003 and 2002, which was included in Item 6, “Selected Financial Data,” of the Form 10-K, and the unaudited quarterly financial data for each of the quarters in the years ended April 30, 2006 and 2005, with the exception of the fourth quarter of fiscal 2006 (which has never been filed), which was included in Item 8, “Financial Statements and Supplementary Data,” of the Form 10-K.

Except as set forth in the previous paragraph, we do not intend to amend any of our other previously filed annual reports on Form 10-K or quarterly reports on Form 10-Q for the periods affected by the restatement or adjustments, other than (i) information as of July 31, 2005 and for the three month period then ended which is included in this Quarterly Report on Form 10-Q, (ii) information as of October 31, 2005 and for the three and six-month periods then ended which is included in the Quarterly Report on Form 10-Q for the period ended October 31, 2006, and (iii) information as of January 31, 2006 and for three and nine-month periods then ended which is included in the Quarterly Report on Form 10-Q for the period ended January 31, 2007. For this reason, the consolidated financial statements and related financial information contained in our previously filed annual reports on Form 10-K or quarterly reports on Form 10-Q for the periods affected by the restatement or adjustments should no longer be relied upon. Except as otherwise specifically noted in this Quarterly Report in Form 10-Q and except for the sections of this Form 10-Q entitled “Background of the Stock Option Investigation, Findings, Restatement of Condensed Consolidated Financial Statements, Remedial Measures and Related Proceedings” (included in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), Note 2, “Restatement of Condensed Consolidated Financial Statements,” of the Notes to Condensed Consolidated Financial Statements (included in Item 1, “Condensed Consolidated Financial Statements”), and Item 4, “Controls and Procedures,” all of the information in this Quarterly Report on Form 10-Q is as of July 31, 2006 and does not reflect events occurring after July 31, 2006. Accordingly, this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended April 30, 2006, as well as any Current Reports filed on Form 8-K.

 

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Table of Contents

Additional information on the restatement can be found in this report in:

 

   

Part I, Item 1, Note 2, “Restatement of Condensed Consolidated Financial Statements;”

 

   

Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Background of the Stock Option Investigation, Findings, Restatement of Condensed Consolidated Financial Statements, Remedial Measures and Related Proceedings;”

 

   

Part I, Item 4, “Controls and Procedures;” and

 

   

Part II, Item 1A, “Risk Factors.”

As a result of our failure to file this report and other reports on a timely basis, we will not be eligible to use Form S-3 to register our securities with the SEC until all reports required under the Securities Exchange Act of 1934 have been timely filed for at least 12 months.

 

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