BEA to File Past-Due Financial Reports

BEA Systems will file a number of delinquent financial reports with the Securities and Exchange Commission [SEC] Thursday in order to save itself the indignity of a Nasdaq delisting and better position itself for sale to potential suitors.

The middleware developer said on Wednesday it will file quarterly reports for the fiscal quarters that ended on July 31 and Oct. 31, 2006, as well as for the quarters ended April 30 and July 31 this year. It will also file an outstanding report for the entire fiscal year that concluded Jan. 31 his year.

BEA, which has received several reprieves from the Nasdaq in the past year, failed to deliver the reports on time because it was busy restating its sales and earnings in the wake of accounting issues related to the backdating of stock options for some of its executives.

Nasdaq last week gave BEA yet another extension and set a deadline of Jan. 9, 2008, for BEA to produce its complete financials for these periods to avoid a delisting.

BEA said it would discuss the related financial results Thursday during a previously scheduled conference call to review its third-quarter earnings report.

Last month, Oracle initiated a $6.7 billion takeover bid, offering $17 a share for the embattled middleware provider. BEA rebuffed this offer, claiming the company was worth “significantly” more to Oracle or any other potential buyer despite being unable to provide precise financials for more than four quarters.

Oracle stuck to its guns and, for now, appears to have abandoned its plans to acquire BEA. Its unsolicited offer expired on Oct. 28.

Though it had its eyes on BEA for years, Oracle finally pounced only after billionaire investor Carl Icahn last month increased his stake in the company to more than 13 percent of its outstanding shares. Icahn’s move aimed to prompt BEA executives into selling the company to prospective buyers.

In an unorthodox move designed to both placate Icahn and support its claim that Oracle was proffering a low-ball bid, BEA last week signed a non-disclosure agreement with the company’s largest shareholder to provide him with details attesting to the company’s overall financial situation.

In the past few months, Icahn has repeatedly asked that BEA find a buyer or face the prospect of an extended proxy fight that could have resulted in the removal of several members of its board of directors.

Without submitting its restated results for the fiscal year, BEA would not have been able to solicit proxies from other shareholders.

On Monday, IBM announced it would acquire Cognos, the largest independent middleware maker remaining, for $5 billion, removing one more potential BEA suitor from the equation. On Wednesday, Sun Microsystems CEO Jonathan Schwartz told Reuters the company has “no interest” in acquiring BEA at this point.

BEA shares inched up 38 cents, or 2 percent, to $17.27 a share in Wednesday afternoon trading.

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