**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**
 
**

**FORM 10-K/A**

**(Amendment No. 1)**

**(Mark One)**

**For the fiscal year ended November 30, 2007**

 

**For the transition period from**********                                 to**********                                **

**Commission File Number: 000-26579**

 

**
 
**

**TIBCO SOFTWARE INC.**

**(Exact name of registrant as specified in its charter)**

 

**3303 Hillview Avenue, Palo Alto, CA 94304**

**(Address of principal executive offices) (Zip Code)**

**(650) 846-1000**

**(Registrant’s telephone number, including area code)**

**Securities registered pursuant to Section 12(b) of the Act:**

**Common Stock, $0.001 par value per share**

**(Title of Class)**

**Securities registered pursuant to Section 12(g) of the Act:**

**None**

 

**
 
**

Indicate by check mark if theregistrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No   ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference inPart III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate bycheck mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): 

Large accelerated filer  x                        Accelerated filer   ̈                        Non-accelerated filer   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).    Yes   ̈    No  x

The aggregate market value of the voting stock held by non-affiliates of the registrant (based upon the closing sale price of such shares on the NASDAQ Global Select Market on June 3, 2007) was approximately$1,650,737,499. Shares of common stock held by each executive officer and director and by each entity that owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination ofaffiliate status is not necessarily a conclusive determination for other purposes. 

As of January 18, 2008, there were 187,061,741shares of the registrant’s common stock outstanding. 

**DOCUMENTS INCORPORATED BY REFERENCE**

Portions of the registrant’s Proxy Statement for the 2008 Annual Meeting of Stockholders to be held on April 17, 2008 are incorporated byreference into Part III of this Annual Report on Form 10-K to the extent stated herein. 

 

 

 

Explanatory Note. 

This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends the Annual Report of TIBCO Software Inc. (the “Company”) on Form 10-K for the fiscal year ended November 30,2007, as filed with the Securities and Exchange Commission on January 25, 2008 (the “Original Filing”). This Amendment No. 1 is being filed solely for the purpose of correcting an inadvertent omission of the date on whichPricewaterhouseCoopers LLP executed the Report of Independent Registered Public Accounting Firm. 

This Amendment No. 1 does not modifyor attempt to update the original financial statements, footnotes or any other disclosures as filed in the Original Filing. 

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

To the Board of Directors and Stockholders of 

TIBCO Software Inc.: 

In our opinion, the accompanyingConsolidated Balance Sheets and the related Consolidated Statements of Operations, Consolidated Statements of Stockholders’ Equity and Comprehensive Income and Consolidated Statements of Cash Flows listed in the Index to the ConsolidatedFinancial Statements of TIBCO Software Inc., present fairly, in all material respects, the financial position of TIBCO Software Inc. and its subsidiaries at November 30, 2007 and November 30, 2006, and the results of their operations andtheir cash flows for each of the three years in the period ended November 30, 2007 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all materialrespects, effective internal control over financial reporting as of November 30, 2007, based on criteria established in *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financialreporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A of this Annual Report on Form 10-K. Our responsibility is to express opinions on these financial statements and on theCompany’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we planand perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of thefinancial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overallfinancial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basisfor our opinions. 

As discussed in Notes 2 and 14 to the Consolidated Financial Statements, effective December 1, 2005, the Companychanged the manner in which it accounts for stock-based compensation. 

A company’s internal control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’sinternal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of thecompany; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the companyare being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of thecompany’s assets that could have a material effect on the financial statements. 

Because of its inherent limitations, internal controlover financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate. 

/s/    PRICEWATERHOUSECOOPERS LLP

San Jose, California 

January 25, 2008 

 

F-2 

**SIGNATURE**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,the registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, on this 29th day of January 2008. 

 
TIBCO Software Inc.
By:
 
/s/ MURRAY D. RODE
 Murray D. Rode 
Chief Financial Officer and

Executive Vice President, Strategic Operations