UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to    Commission File Number
 1-33350
      SOURCEFIRE, INC.
 (Exact name of Registrant as
    Specified in its Charter)
  Delaware

52-2289365(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)9770 Patuxent Woods Drive
    Columbia, Maryland(Address of Principal
    Executive Offices)

21046(Zip
    Code)    Registrants telephone number, including area code:
 (410) 290-1616
  Securities registered pursuant to Section 12(b) of the
    Act:
   Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, $0.001 par value, including associated
    Series A
    Junior Participating Preferred Stock Purchase Rights

Nasdaq Global Market    Securities registered pursuant to Section 12(g) of the
    Act: none
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K




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##### 





SOURCEFIRE,
    INC.Form 10-K
    TABLE OF CONTENTS
  PART IItem 1.

Business


4Item 1A.

Risk Factors


13Item 1B.

Unresolved Staff Comments


27Item 2.

Properties


27Item 3.

Legal Proceedings


27Item 4.

Submission of Matters to a Vote of Security
    Holders


28PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


28Item 6.

Selected Financial Data


31Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


32Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


45Item 8.

Financial Statements and Supplementary Data


45Item 9.

Changes In and Disagreements With Accountants and
    Financial Disclosures


45Item 9A.

Controls and Procedures


45Item 9B.

Other Information


48PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


51Item 11.

Executive Compensation


51Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


51Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


51Item 14.

Principal Accountant Fees and Services


51PART IVItem 15.

Exhibits and Financial Statement Schedules


51Signatures


53   2




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##### 



Form 10-K
  FORWARD-LOOKING
    STATEMENTS
    
    expected growth in the markets for network security products;
    our plans to continue to invest in and develop innovative
    technology and products for our existing markets and other
    network security markets;
    the timing of expected introductions of new or enhanced products;
    our expectation of growth in our customer base and increasing
    sales to existing customers;
    our plans to increase revenue through more relationships with
    resellers, distributors, managed security service providers,
    government integrators and other partners;
    our plans to grow international sales;
    our plans to acquire and integrate new businesses and
    technologies;
    our plans to hire more network security professionals and
    broaden our knowledge base; and
    our plans to hire additional sales personnel and the additional
    revenue we expect them to generate.              ® ® tm tm ® tm tm ® tm
 3




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##### 



PART I  BUSINESS
  Item 1.
    BUSINESS  Overview
  ®
  ® ®
    
    Seed the market by offering high-quality, low-cost network
    security solutions while providing a migration path for
    customers that require enterprise-class manageability,
    scalability and performance.
    Ensure product quality as many eyes inspect the open
    code base that forms the foundation for Sourcefire commercial
    product offerings.
    Maximize protection as Snort rules are provided by Sourcefire
    and a variety of third-party sources, and customers can create
    their own custom rules and signatures.
    Embrace a community of open source evangelists
    willing to contribute time and effort in inspecting, evaluating,
    and ultimately using Sourcefires open source security
    solutions.   4




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Our
    Industry
    Greater Sophistication, Severity and Frequency of Network
    Attacks.
  Increasing Risks from Unknown
    Vulnerabilities.
  Diverse Demands on Security
    Administrators. start-up
  Heightened Government and Industry
    Regulation.
  Increasing Visibility of Negligence
    Lawsuits. and/or
  Our
    Products
    Sourcefire Defense
    Center ®
 5




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##### 



Sourcefire
    3D ® Sensors
  
    Sourcefire
    IPS®(Intrusion Prevention System) Built on the
    foundation of Snort, Sourcefire IPS uses a rules-based
    language  a powerful combination of signature-,
    protocol-, and vulnerability-based inspection
    methods  to examine network packets for threats.
    Sourcefire IPS allows users to create, edit, and view detection
    rules, and full packet payloads are logged for every event so
    users can see exactly what threatening traffic has been
    detected. Sourcefire 3D Sensors equipped with Sourcefire IPS
    software can be placed in passive intrusion detection, or IDS,
    mode to notify users of incoming threats or in inline IPS mode
    to block incoming threats.
    Sourcefire
    RNAtm(Real-time Network Awareness) At the heart of
    the Sourcefire 3D System is RNA, Sourcefires network
    intelligence product that provides persistent visibility into
    the composition, behavior, topology (the relationship of network
    components) and risk profile of the network. Network
    intelligence derived by RNA provides a platform for Defense
    Centers automated decision-making and network policy
    compliance enforcement. The ability to continuously discover
    characteristics and vulnerabilities of virtually any computing
    device communicating on a network enables Sourcefire IPS to more
    precisely identify and block threatening traffic and to more
    efficiently classify threatening
    and/or
    suspicious behavior.
    Sourcefire
    RUAtm(Real-time User Awareness) Sourcefire RUA
    enables customers to link user identity to security and
    compliance events. RUA leverages existing investments in Active
    Directory or Lightweight Directory Access Protocol systems by
    pairing usernames with host IP addresses involved in security
    and compliance events. This enables Sourcefire customers to
    resolve security and compliance events more quickly and easily.
    Sourcefire NetFlow Analysis Sourcefire
    NetFlow Analysis aggregates data from Cisco routers and
    switches, thus extending the reach of Sourcefires network
    behavior analysis, or NBA, solution to corners of the network
    where Sourcefire 3D technology has not yet been employed. The
    combination of RNA and NetFlow data provides customers with the
    ability to baseline normal network traffic across
    the enterprise, enabling security analysts to detect suspicious
    deviations, such as worm propagation, from established
    baselines. Further, the ability to analyze NetFlow also provides
    network managers with the network usage intelligence required to
    identify performance bottlenecks and areas of the network where
    too much bandwidth has been allocated.  Sourcefire Vulnerability Research Team
    Subscriptions zero-day 30-day
 6




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##### 



Our Open
    Source Projects
    Snort®
  ClamAV®
  Our
    Services
    Sourcefire Customer Support
  Sourcefire Product Services
  Sourcefire Education &
    Certification
  Our
    Competitive Strengths
   7




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Comprehensive Network and User
    Intelligence.
  Real-Time Approach to Network Security.
  The Open Source Community.
  Leading-Edge Performance.
  Security Industry Intelligence. http://vrt-sourcefire.blogspot.com.
  Broad Industry Recognition.
 8




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##### 



Our
    Growth Strategy
    
    Accelerating our leadership in network security
    solutions; Continuing to develop innovative network
    security technology; Evaluating selective adjacent market
    technologies for partnering or potential
    acquisition.We intend to maintain and enhance
    our technological leadership position in network security. We
    will continue to invest significantly in internal development
    and product enhancements and to recruit, train develop and
    retain experienced network security professionals to broaden our
    proprietary knowledge base. We believe that our platform is
    capable of expanding into new markets such as security for
    virtualized environments, data leakage prevention , or DLP, log
    and security management, network security monitoring, or NSM,
    next generation firewalls, network behavior analysis, and
    compliance management and, over time, we expect to penetrate
    these markets with innovative products and technologies. By
    leveraging the intelligence from the open source community we
    believe that we have more visibility into threats worldwide, and
    we believe that we will be able to continue our leadership
    position providing users access to the latest information on
    current threats and ways to protect their organizations against
    them.
    Evolving our go-to-market strategy into a more leveraged
    model by expanding relationships with resellers, distributors,
    MSSPs and government integrators.We intend to
    expand our indirect sales channel, both internationally and
    domestically. We also intend to utilize our relationships with
    managed security service providers, or MSSPs, such as Symantec,
    BT Counterpane, SecureWorks and VeriSign to derive incremental
    revenue. In 2008, we generated approximately 21% of our revenue
    from governmental organizations and, in the future, we believe
    we will generate an increasing amount of revenue from government
    integrators who resell our products to government agencies.  Awards
    and Certifications
    
    Gartner Magic Quadrant.  In January 2008,
    Sourcefire announced it was recognized by Gartner, Inc. as being
    a Leader in the Magic Quadrant for Network Intrusion
    Prevention System Appliances report.
    Readers Trust Award by Network Products
    Guide.The Sourcefire 3D System was awarded the
    2008 Best Products and Services Award in the Best in Network
    Security Solutions category.
    Product Innovation Award by Network Products
    Guide.The Sourcefire 3D System won Network
    Products Guides 2008 Product Innovation Award in
    Enterprise Threat Management.
    InfoWorlds Bossie (Best of Open Source Software)
    Award.Snort with BASE rated Best of Open Source
    Security  Network Intrusion Detection.
    SC Magazine Awards Europe.  Sourcefire won the
    Product Award category for Best Network Security for
    Snort from the SC Magazine Awards 2008 Europe.
    eWeeks 100 Most Influential People in
    IT.Sourcefire CTO and Founder, Martin Roesch,
    is #61 on the top 100 list of most influential people in IT
    in 2008 assembled by eWEEK, CIO Insight, and
    Baseline.
    2008 Hot Company by Network Products
    Guide.Sourcefire was recognized for its growth,
    the Sourcefire 3D System 4.7, Sourcefire 3D9800 Sensor (the
    industrys first 10 gigabit IPS), and Sourcefire RUA.
    Tomorrows Technology Today Award
    Winner.  Sourcefire won this award based on the
    ability of Sourcefire RUA to make a positive impact on security
    in todays highly sophisticated and blended attacks
    environment. 9




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
    New and maintained ICSA Labs
    certifications.  Sourcefire maintained its
    existing Network IPS certification and achieved new PCI DSS
    certification with ICSA Labs.  Customers
      Sales and
    Marketing
    Sales.
  follow-up
    Strategic Relationships.
  Marketing.
 10




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##### 



Research
    and Development
    Vulnerability Research Team.
      Manufacturing
    and Suppliers
  just-in-time
  Intellectual
    Property
     11




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Seasonality
    Competition
    
    large companies, including Cisco Systems, Inc., IBM Corporation,
    Juniper Networks, Inc., 3Com Corporation, Check Point Software
    Technologies, Ltd. and McAfee, Inc., that sell competitive
    products and offerings, as well as other large software
    companies that have the technical capability and resources to
    develop competitive products;
    software or hardware network infrastructure companies, including
    Cisco Systems, Inc., 3Com Corporation and Juniper Networks,
    Inc., that could integrate features that are similar to our
    products into their own products;
    smaller software companies offering relatively limited
    applications for network and Internet security monitoring,
    detection, prevention or response; and
    small and large companies offering point solutions that compete
    with components of our product offerings.        Employees
    Corporate
    Information
  (410) 290-1616.
 12




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Available
    Information
  Form 10-K, Form 10-Q, Form 8-K
  Item 1A.
    RISK
    FACTORS  Form 10-K Form 10-K.
  Economic,
    market and political conditions, including the current global
    financial crisis, may adversely affect our revenue and results
    of operations.
    
    general economic and business conditions;
    the overall demand for network security products and
    services; and
    constraints on budgets and changes in spending priorities of
    corporations and government agencies.    We
    have had operating losses since our inception, our operating
    expenses may continue to increase and we may never reach or
    maintain profitability.
    We
    face intense competition in our market, especially from larger,
    better-known companies, and we may lack sufficient financial or
    other resources to maintain or improve our competitive
    position.
   13




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and/or
  New
    competitors could emerge and could impair our
    sales.
    Our
    quarterly operating results are likely to vary significantly and
    be unpredictable, in part because of the purchasing and budget
    practices of our customers, which could cause the trading price
    of our stock to decline.
    
    the budgeting cycles, internal approval requirements and funding
    available to our existing and prospective customers for the
    purchase of network security products;
    the timing, size and contract terms of orders received, which
    have historically been highest in the fourth quarter, but may
    fluctuate seasonally in different ways;
    the level of perceived threats to network security, which may
    fluctuate from period to period;
    the level of demand for products sold by resellers,
    distributors, MSSPs, government integrators and other partners;
    the market acceptance of open-source software solutions; 14




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
    the announcement or introduction of new product offerings by us
    or our competitors, and the levels of anticipation and market
    acceptance of those products;
    price competition;
    general economic conditions, both domestically and in our
    foreign markets;
    the product mix of our sales; and
    the timing of revenue recognition for our sales.      The
    market for network security products is rapidly evolving, and
    the complex technology incorporated in our products makes them
    difficult to develop. If we do not accurately predict, prepare
    for and respond promptly to technological and market
    developments and changing customer needs, our competitive
    position and prospects will be harmed.
    If our
    new products and product enhancements do not achieve sufficient
    market acceptance, our results of operations and competitive
    position will suffer.
   15




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
    delays in introducing new, enhanced or modified products;
    defects, errors or failures in any of our products;
    inability to operate effectively with the networks of our
    prospective customers;
    inability to protect against new types of attacks or techniques
    used by hackers;
    negative publicity about the performance or effectiveness of our
    intrusion prevention or other network security products;
    reluctance of customers to purchase products based on open
    source software; and
    disruptions or delays in the availability and delivery of our
    products, which problems are more likely due to our
    just-in-time
    manufacturing and inventory practices.    If
    existing customers do not make subsequent purchases from us or
    renew their support arrangements with us, or if our
    relationships with our largest customers are impaired, our
    revenue could decline.
      The
    U.S. government has contributed to our revenue growth and has
    become an important customer for us. If we cannot attract
    sufficient government agency customers, our revenue and
    competitive position will suffer.
   16




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
    Procurement.  Contracting with public sector
    customers is highly competitive and can be expensive and
    time-consuming, often requiring that we incur significant
    upfront time and expense without any assurance that we will win
    a contract;
    Budgetary Constraints and Cycles.  Demand and
    payment for our products and services are impacted by public
    sector budgetary cycles and funding availability, with funding
    reductions or delays adversely impacting public sector demand
    for our products, including delays caused by continuing
    resolutions or other temporary funding arrangements;
    Modification or Cancellation of
    Contracts.  Public sector customers often have
    contractual or other legal rights to terminate current contracts
    for convenience or due to a default. If a contract is cancelled
    for convenience, which can occur if the customers product
    needs change, we may only be able to collect for products and
    services delivered prior to termination. If a contract is
    cancelled because of default, we may only be able to collect for
    products and alternative products and services delivered to the
    customer;
    Governmental Audits.  National governments and
    state and local agencies routinely investigate and audit
    government contractors administrative processes. They may
    audit our performance and pricing and review our compliance with
    applicable rules and regulations. If they find that we
    improperly allocated costs, they may require us to refund those
    costs or may refuse to pay us for outstanding balances related
    to the improper allocation. An unfavorable audit could result in
    a reduction of revenue, and may result in civil or criminal
    liability if the audit uncovers improper or illegal
    activities; and
    Replacing Existing Products.  Many government
    agencies already have installed network security products of our
    competitors. It can be very difficult to convince government
    agencies or other prospective customers to replace their
    existing network security solutions with our products, even if
    we can demonstrate the superiority of our products.  We are
    subject to risks of operating internationally that could impair
    our ability to grow our revenue abroad.
    
    economic or political instability in foreign markets;
    greater difficulty in accounts receivable collection and longer
    collection periods;
    unexpected changes in regulatory requirements;
    difficulties and costs of staffing and managing foreign
    operations;
    import and export controls;
    the uncertainty of protection for intellectual property rights
    in some countries;
    costs of compliance with foreign laws and laws applicable to
    companies doing business in foreign jurisdictions;
    management communication and integration problems resulting from
    cultural differences and geographic dispersion;
    multiple and possibly overlapping tax structures; and
    foreign currency exchange rate fluctuations. 17




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In the
    future, we may not be able to secure financing necessary to
    operate and grow our business as planned, or to make
    acquisitions.
    If we
    are not able to acquire additional businesses, products or
    technologies, our long-term growth strategy could be harmed;
    acquisitions could also negatively affect our results of
    operations and financial condition.
    
    we may not effectively integrate an acquired business, product
    or technology into our existing business and operations;
    completing a potential acquisition and integrating an acquired
    business could significantly divert managements time and
    resources from the operation of our business;
    a completed acquisition may not be accretive to earnings;
    acquisitions may result in substantial accounting charges for
    restructuring and other expenses, write-offs of in-process
    research and development, amortization of intangible assets and
    stock-based compensation expense;
    acquired companies, particularly privately held and non-US
    companies, may have internal controls, policies and procedures
    that do not meet the requirements of the Sarbanes-Oxley Act and
    public accounting standards;
    we may use a significant portion of our cash resources to fund
    acquisitions; and
    we may issue stock to fund acquisitions, which could dilute the
    interests of our existing stockholders.  If
    other parties claim commercial ownership rights to Snort or
    ClamAV, our reputation, customer relations and results of
    operations could be harmed.
   18




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Our
    products contain third party open source software, and failure
    to comply with the terms of the underlying open source software
    licenses could restrict our ability to sell our
    products.
    and/or
  
    the terms of open source license agreements may be unclear and
    subject to varying interpretations, which could result in
    unforeseen obligations regarding our proprietary products;
    it may be difficult to determine the developers of open source
    software and whether such licensed software infringes another
    partys intellectual property rights (including patent
    rights);
    competitors will have greater access to information by obtaining
    these open source products, which may help them develop
    competitive products;
    open source software potentially increases customer support
    costs because licensees can modify the software and potentially
    introduce errors; and
    the open source software licenses generally do not include a
    license to any patents.  We
    could be prevented from selling or developing our products if
    the GNU General Public License and similar licenses under which
    our products are developed and licensed are not enforceable or
    are modified so as to become incompatible with other open source
    licenses.
     19




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Our
    proprietary rights may be difficult to enforce, which could
    enable others to copy or use aspects of our products without
    compensating us.
      Efforts
    to assert intellectual property ownership rights in our products
    could impact our standing in the open source community, which
    could limit our product innovation capabilities.
    Claims
    that our products infringe the proprietary rights of others
    could harm our business and cause us to incur significant
    costs.
   20




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and/or
  
    be very expensive and time consuming to defend;
    require us to indemnify our customers or others for losses
    resulting from such claims;
    cause us to cease making, licensing or using software or
    products that incorporate the challenged intellectual property;
    cause product shipment and installation delays;
    require us to redesign our products, which may not be feasible;
    require us to enter into royalty or licensing agreements, which
    may not be available on acceptable terms, or at all, in order to
    obtain the right to use a necessary product or component;
    divert the attention of management and technical personnel and
    other resources; or
    result in our paying significant amounts to settle such claims.    We
    rely on software licensed from other parties, the loss of which
    could increase our costs and delay software
    shipments.
     21




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Defects,
    errors or vulnerabilities in our products would harm our
    reputation and business and divert resources.
    
    expenditure of significant financial and product development
    resources in efforts to analyze, correct, eliminate or
    work-around errors or defects or to address and eliminate
    vulnerabilities;
    loss of existing or potential customers;
    delayed or lost revenue;
    delay or failure to attain market acceptance;
    increased service, warranty, product replacement and product
    liability insurance costs; and
    negative publicity, which would harm our reputation.    Our
    networks, products and services are vulnerable to, and may be
    targeted by, hackers.
    We
    utilize a
    just-in-time
    contract manufacturing and inventory process, which increases
    our vulnerability to supply disruption.
  just-in-time
 22




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We
    depend on a single source to manufacture our enterprise class
    intrusion sensor product; if that sole source were to fail to
    satisfy our requirements, our sales revenue would decline and
    our reputation would be harmed.
    We
    depend on resellers, distributors and other partners for our
    sales; if they fail to perform as expected, our revenue will
    suffer.
    If we
    do not continue to establish and effectively manage our indirect
    distribution channels, our revenue could decline.
    Our
    inability to hire or retain key personnel would slow our
    growth.
     23




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Our
    inability to effectively manage our expected headcount growth
    and expansion and our additional obligations as a public company
    could seriously harm our ability to effectively run our
    business.
      The
    price of our common stock may be subject to wide
    fluctuations.
    
    quarterly variations in our operating results compared to market
    expectations;
    changes in expectations as to our future financial performance,
    including financial estimates or reports by securities analysts;
    changes in market valuations of similar companies;
    liquidity and activity in the market for our common stock;
    actual or expected sales of our common stock by our stockholders;
    strategic moves by us or our competitors, such as acquisitions
    or restructurings;
    general market conditions; and
    domestic and international economic, legal and regulatory
    factors unrelated to our performance.    Sales
    of substantial amounts of our common stock in the public
    markets, or the perception that they might occur, could reduce
    the price that our common stock might otherwise
    attain.
   24




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##### 



We and
    certain of our officers and directors have been named as
    co-defendants in, and are the subject of, certain legal
    proceedings in connection with our IPO. We have entered into an
    agreement to settle these proceedings, although the settlement
    may not be approved, in which case the litigation could
    continue, which may result in substantial costs and divert
    managements attention and resources.
      Our
    business is subject to complex corporate governance, public
    disclosure, accounting and tax requirements that have increased
    both our costs and the risk of noncompliance.
        We
    implemented a new enterprise resource planning system and any
    material disruption or problem with the implementation or
    operation of this system may result in disruption to our
    business, operating processes and internal
    controls.
   25




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##### 



Potential
    uncertainty resulting from unsolicited acquisition proposals and
    related matters may adversely affect our business.
    Anti-takeover
    provisions in our charter documents and under Delaware law and
    our adoption of a stockholder rights plan could make an
    acquisition of us, which may be beneficial to our stockholders,
    more difficult and may prevent attempts by our stockholders to
    replace or remove our current management.
     26




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Item 1B.
    UNRESOLVED
    STAFF COMMENTS    Item 2.
    PROPERTIES    Item 3.
    LEGAL
    PROCEEDINGS  Howard Katz v. Sourcefire, Inc., et al. No. 1:07-cv-01210-WMN. Mark Reaves v.
    Sourcefire, Inc. et al. No. 1:07-cv-01351-JFM Raveill v. Sourcefire, Inc. et al., No. 1:07-cv-01425-WMN. Barry
    Pincus v. Sourcefire, Inc., et al., No. 1:07-cv-04720-RJH. Pincus
  and/or
       27




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Item 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II  Item 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
    High


LowYear ended December 31, 2008:First Quarter

$
7.47


$
3.89Second Quarter

$
8.15


$
6.51Third Quarter

$
8.37


$
5.81Fourth Quarter

$
8.49


$
4.96   High


LowYear ended December 31, 2007:First Quarter (from March 9, 2007)

$
18.83


$
14.75Second Quarter

$
17.61


$
10.71Third Quarter

$
15.00


$
7.96Fourth Quarter

$
10.50


$
7.23     Dividend
    Policy
   28




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##### 



Stock
    Performance Graph
    COMPARISON
    OF 21 MONTH CUMULATIVE TOTAL RETURN*
    Among Sourcefire, Inc., The Russell 2000 Index
    And The RDG Software Composite Index
  
  3/9/07 2/28/07
 29




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##### 



Use of
    Proceeds
  Form S-1, No. 333-138199),
    Repurchases
    of Equity Securities During 2008
          TotalNumber of


MaximumShares


Number ofPurchased


Shares thatas Part of


May Yet BeTotal





Publicly


PurchasedNumber of


Average


Announced


Under theShares


Price Paid


Plans or


Plans orPeriod

Purchased


per Share


Programs


Programs1/1/08 - 1/31/08


1,750
(1)

$
0.001







4/1/08 - 4/30/08


1,750
(1)

$
0.001







7/1/08 - 7/31/08


1,750
(1)

$
0.001







7/1/08 - 7/31/08


20,615
(2)

$
6.77







11/1/08 - 11/30/08


3,812
(1)

$
0.001







12/1/08 - 12/31/08


4,812
(1)

$
0.001







Total


34,489











     (1)
    
    Reflects the repurchase of restricted stock from employees that
    was unvested at the time of termination of employment. The
    purchase price represents the original price paid for the shares
    by the employee, which is equal to the par value of our common
    stock.(2)
    
    Reflects shares of common stock withheld from restricted stock
    that vested during 2008 that were surrendered to us to satisfy
    withholding tax requirements related to the vesting of the
    award. The value of these shares was determined based on the
    closing price of our common stock on the date of vesting. 30




---



##### 



Item 6.
    SELECTED
    FINANCIAL DATA    Year Ended December 31,2008


2007


2006


2005


2004(In thousands, except share and per share data)Consolidated statement of operations data:Revenue:Products

$
45,245


$
34,332


$
30,219


$
23,589


$
12,738Services


30,428



21,527



14,707



9,290



3,955Total revenue


75,673



55,859



44,926



32,879



16,693Cost of revenue:Products


12,408



9,523



8,440



6,610



4,533Services


4,952



3,360



2,632



1,453



872Total cost of revenue


17,360



12,883



11,072



8,063



5,405Gross profit


58,313



42,976



33,854



24,816



11,288Operating expenses:Research and development


12,620



11,902



8,612



6,831



5,706Sales and marketing


33,169



25,860



20,652



17,135



12,585General and administrative


18,713



10,599



5,017



5,120



2,905Depreciation and amortization


2,627



1,649



1,230



1,103



752In-process research and development






2,947











Total operating expenses


67,129



52,957



35,511



30,189



21,948Loss from operations


(8,816
)


(9,981
)


(1,657
)


(5,373
)


(10,660
)Other income (expense), net


3,064



4,604



792



(85
)


164Loss before income taxes


(5,752
)


(5,377
)


(865
)


(5,458
)


(10,496
)Income tax expense


319



244



67







Net loss


(6,071
)


(5,621
)


(932
)


(5,458
)


(10,496
)Accretion of preferred stock






(870
)


(3,819
)


(2,668
)


(2,451
)Net loss attributable to common stockholders

$
(6,071
)

$
(6,491
)

$
(4,751
)

$
(8,126
)

$
(12,947
)Net loss attributable to common stockholders per common share:Basic and diluted

$
(0.24
)

$
(0.32
)

$
(1.40
)

$
(2.54
)

$
(4.97
)Shares used in per common share calculations:Basic and diluted


25,379,791



20,434,792



3,389,527



3,200,318



2,602,743  31




---



##### 



Year Ended December 31,2008


2007


2006


2005


2004Other operating data:Number of sales in excess of $500,000


18



15



14



9



5Number of new 3D customers


285



266



273



149



136Number of full-time employees at end of period


281



240



182



135



107   Consolidated
    Balance Sheet Data:
  As of December 31,2008


2007


2006


2005


2004(In thousands)Cash and cash equivalents

$
39,768


$
33,071


$
13,029


$
1,106


$
3,563Investments


61,800



73,956



13,293



2,005



5,751Total assets


146,305



141,678



49,952



21,250



20,016Long-term debt










1,312



990



461Total liabilities


37,264



32,484



22,104



16,340



10,177Total convertible preferred stock










66,747



40,007



37,339Total stockholders equity (deficit)


109,041



109,194



(38,899
)


(35,097
)


(27,500
)   Item 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Introduction
  Form 10-K
  
    Overview.  This section provides a general
    description of our business, the performance indicators that we
    use in assessing our financial condition and results of
    operations, and anticipated trends that we expect to affect our
    financial condition and results of operations.
    Results of Operations.  This section provides
    an analysis of our results of operations for the three years
    ended December 31, 2008.
    Liquidity and Capital Resources.  This section
    provides an analysis of our cash flows for the year ended
    December 31, 2008 and a discussion of our capital
    requirements and the resources available to us to meet those
    requirements.
    Critical Accounting Policies and
    Estimates.  This section discusses accounting
    policies that are considered important to our financial
    condition and results of operations, require significant
    judgment or require estimates on our part in applying them. Our
    significant accounting policies, including those considered to
    be critical accounting policies, are summarized in Note 2
    to the accompanying consolidated financial statements.  Overview
  ®
 32




---



##### 



Key
    Financial Metrics and Trends
        Pricing
    and Discounts
    Credit
    and Collections
    Revenue
   33




---



##### 



on-site
    U.S.-based
    Cost of
    Revenue
     34




---



##### 



Gross
    Profit
    Operating
    Expenses
  Research and Development.
    Sales and Marketing.
    General and Administrative.
    Stock-Based Compensation. Share-Based Payment
   35




---



##### 



Results
    of Operations
  Revenue.
  Year Ended





Year EndedDecember 31,


Variance


December 31,


Variance2008


2007


$


%


2007


2006


$


%Products

$
45,245


$
34,332


$
10,913



32
%

$
34,332


$
30,219


$
4,113



14
%Percentage of total revenue


60
%


61
%










61
%


67
%Technical support and professional services


30,428



21,527



8,901



41
%


21,527



14,707



6,820



46
%Percentage of total revenue


40
%


39
%










39
%


33
%Total revenue

$
75,673


$
55,859


$
19,814



35
%

$
55,859


$
44,926


$
10,933



24
%       Cost of revenue.
  Year Ended





Year EndedDecember 31,


Variance


December 31,


Variance2008


2007


$


%


2007


2006


$


%Products

$
12,408


$
9,523


$
2,885



30
%

$
9,523


$
8,440


$
1,083



13
%Percentage of total revenue


16
%


17
%










17
%


19
%Technical support and professional services


4,952



3,360



1,592



47
%


3,360



2,632



728



28
%Percentage of total revenue


7
%


6
%










6
%


6
%Total cost of revenue

$
17,360


$
12,883


$
4,477



35
%

$
12,883


$
11,072


$
1,811



16
%Percentage of total revenue


23
%


23
%










23
%


25
%  36




---



##### 



Gross profit.
  Year Ended





Year EndedDecember 31,


Variance


December 31,


Variance2008


2007


$


%


2007


2006


$


%Products

$
32,837



24,809



8,028



32
%


24,809



21,779



3,030



14
%Products gross margin


73
%


72
%










72
%


72
%Technical support and professional services


25,476



18,167



7,309



40
%


18,167



12,075



6,092



50
%Technical support and professional services gross margin


84
%


84
%










84
%


82
%Total gross profit

$
58,313


$
42,976


$
15,337



36
%

$
42,976


$
33,854


$
9,122



27
%Total gross margin


77
%


77
%










77
%


75
%     Operating expenses.
  Year Ended





Year EndedDecember 31,


Variance


December 31,


Variance2008


2007


$


%


2007


2006


$


%Research and development

$
12,620


$
11,902


$
718



6
%

$
11,902


$
8,612


$
3,290



38
%Percentage of total revenue


17
%


22
%










22
%


19
%Sales and marketing


33,169



25,860



7,309



28
%


25,860



20,652



5,208



25
%Percentage of total revenue


44
%


46
%










46
%


46
%General and administrative


18,713



10,599



8,114



77
%


10,599



5,017



5,582



111
%Percentage of total revenue


25
%


19
%










19
%


11
%Depreciation and amortization


2,627



1,649



978



59
%


1,649



1,230



419



34
%Percentage of total revenue


3
%


3
%










3
%


3
%In-process research and development






2,947



(2,947
)


(100
)%


2,947







2,947



100
%Percentage of total revenue


0
%


5
%










5
%


0
%Total operating expenses

$
67,129


$
52,957


$
14,172



27
%

$
52,957


$
35,511


$
17,446



49
%Percentage of total revenue


89
%


95
%










95
%


79
%  37




---



##### 



38




---



##### 



Other income, net and income tax expense.
  Year Ended





Year EndedDecember 31,


Variance


December 31,


Variance2008


2007


$


%


2007


2006


$


%Other income, net

$
3,064


$
4,604


$
(1,540
)


(33
)%

$
4,604


$
792


$
3,812



481
%Percentage of total revenue


4
%


8
%










8
%


2
%Income tax expense

$
319


$
244


$
75



31
%

$
244


$
67


$
177



264
%Percentage of total revenue


0
%


0
%










0
%


0
%       Seasonality
    Quarterly
    Timing of Revenue
   39




---



##### 



Liquidity
    and Capital Resources
  Cash
    Flows
  Year Ended December 31,2008


2007


2006(In thousands)Cash and cash equivalents:(Used in) provided by operating activities

$
(1,140
)

$
2,928


$
2,068Provided by (used in) investing activities


6,855



(66,934
)


(12,492
)Provided by financing activities


982



84,048



22,347Increase


6,697



20,042



11,923Net cash at beginning of period


33,071



13,029



1,106Net cash at end of period


39,768



33,071



13,029Investments


61,800



73,956



13,293Total cash, cash equivalents and investments

$
101,568


$
107,027


$
26,322   Operating Activities.
  Investing Activities.
  Financing Activities.
  Liquidity
    Requirements
           40




---



##### 



Contractual
    Obligations
    Payments Due by PeriodLess thanTotal


One Year


1-3 Years


3-5 YearsCapital lease obligations

$
37


$
33


$
4


$
Operating lease obligations


3,072



1,689



1,347



36Purchase
    commitments(1)


4,418



4,418







Severance agreement


214



214







     (1)
    
    We purchase components from a variety of suppliers and use
    several contract manufacturers to provide manufacturing services
    for our products. During the normal course of business, in order
    to manage manufacturing lead times and help ensure adequate
    component supply, we enter into agreements with contract
    manufacturers and suppliers that allow them to procure inventory
    based upon information provided by us. In certain instances,
    these agreements allow us the option to cancel, reschedule, and
    adjust our requirements based on our business needs prior to
    firm orders being placed. Consequently, a portion of our
    reported purchase commitments arising from these agreements are
    firm, non-cancelable and unconditional commitments. As of
    December 31, 2008, we had total purchase commitments for
    inventory of approximately $4.4 million.  Critical
    Accounting Policies and Estimates
      Revenue Recognition. No. 97-2, SOP No. 98-4 SOP No. 98-9.
   41




---



##### 



Accounting for Stock-Based
    Compensation.
      Average risk-free interest rate
  Expected dividend yield
  Expected useful life
      Expected volatility
       42




---



##### 



Accounting for Income Taxes.
    Allowance for Doubtful Accounts.
  Inventories. first-in,
 43




---



##### 



Investments.
    Recent
    Accounting Pronouncements
  No. 157-2, (FSP 157-2),
      Off-Balance
    Sheet Arrangements
   44




---



##### 



Item 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Foreign
    Currency Risk
    Interest
    Rate Sensitivity
    Credit
    Market Risk
    Item 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA    Item 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURES    Item 9A.
    CONTROLS
    AND PROCEDURES  Evaluation of Disclosure Controls and
    Procedures. Rules 13a-15(e) 15d-15(e)
 45




---



##### 



Changes in Internal Control Over Financial
    Reporting. Rules 13a-15(f) 15d-15(f)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
       46




---



##### 



Report of
    Independent Registered Public Accounting Firm on
    Internal Control Over Financial Reporting
                
    47




---



##### 



Item 9B.
    OTHER
    INFORMATION  Amendment
    and Restatement of Bylaws
    
    Certain changes and clarifications related to the use of
    electronic transmissions by stockholders;
    Requiring that a stockholder seeking to have a proposal or
    director nomination included in our proxy or information
    statement for an annual meeting of stockholders deliver advance
    notice to us 120 to 180 days before the first anniversary
    of the date of mailing of proxy materials for the previous
    years annual meeting (provided that in the event that the
    date of the annual meeting is advanced or delayed by more than
    30 days from the first anniversary of the date of the prior
    years annual meeting, such notice must be delivered to us
    by the later of (i) 90 days before the annual meeting
    and (ii) 15 days following public announcement of the
    annual meeting);
    Requiring that a stockholder seeking to make a proposal or
    director nomination, other than a proposal or nomination to be
    included in our proxy or information statement for an annual
    meeting of stockholders, deliver advance notice to us at least
    90 days before the date of such meeting;
    Requiring that stockholder proposals and stockholder nominations
    of proposed directors include certain expanded disclosure;
    Placing a cap on the number of directors at ten (10) and
    clarifying the process for setting the exact number of directors;
    Certain clarifications regarding the authority of our officers
    to execute corporate instruments;
    Clarifying that both our Compensation Committee and our CEO have
    roles in setting officers compensation; and
    Certain changes and clarifications with respect to the
    indemnification rights of our directors, officers and other
    agents.    2009
    Executive Officer Compensation
    Base
    Salaries
    Base SalaryEffectiveApril 1,Name

2009John C. Burris, Chief Executive Officer

$
400,000Thomas M. McDonough, President and Chief Operating Officer

$
300,000Todd P. Headley, Chief Financial Officer and Treasurer

$
255,000Martin F. Roesch, Chief Technology Officer

$
270,000Douglas W. McNitt, General Counsel and Secretary

$
215,000Nicholas G. Margarites, Chief Accounting Officer

$
170,000  48




---



##### 



Target
    Annual Cash Bonus Awards
    Total AnnualName

Target BonusJohn C. Burris

$
400,000Thomas M. McDonough

$
150,000Todd P. Headley

$
125,000Martin F. Roesch

$
90,000Douglas W. McNitt

$
110,000Nicholas G. Margarites

$
65,000       Revenue
    
    In the event that our revenue for a quarter is less than 70% of
    our plan revenue for the quarter, no bonus will be paid for the
    revenue component.
    In the event that our revenue for a quarter is between 70% and
    100% of our plan revenue for the quarter, the payout percentage
    will be between 10% and 100%, with a greater decrease in payout
    percentage if our revenue is below 80% of our plan revenue.
    The payout percentage will increase by 3% for each 1% of revenue
    that our actual revenue for the quarter exceeds 100% of our plan
    revenue for the quarter.  Adjusted
    Operating Income/Loss
      
    In the event that our adjusted operating income/loss for a
    quarter is less than 60% of our plan for the quarter, no bonus
    will be paid for the adjusted operating income/loss component.
    In the event that our adjusted operating income/loss for a
    quarter is between 60% and 100% of our plan for the quarter, the
    payout percentage will be between 20% and 100%, with linear
    interpolated increases in payout percentage within this adjusted
    operating income/loss range.
    The payout percentage will increase by 1.5% for each 1% of
    adjusted operating income that our actual adjusted operating
    income/loss for the quarter exceeds 100% of our plan for the
    quarter up to 150% of our 49




---



##### 



plan, and will increase by 2% for each 1% of adjusted operating
    income that our actual adjusted operating income/loss for the
    quarter exceeds 150% of our plan.  Expense
    Management
    
    In the event that an officers actual departmental expenses
    deviate by 10% or more (under or over) against the departmental
    plan budget for the quarter, then no bonus will be paid for this
    component.
    In the event that the deviation from the quarterly budget is 9%
    or less, the payout percentage for the 20% weighting of this
    component will range between 75% and 100% depending on the level
    of deviation.
    Regardless of the actual budget deviation for the quarter, in
    the event that both our revenue attainment for the quarter is
    less than 70% of our plan and our adjusted operating income
    attainment for the quarter is less than 60% of our plan, then no
    bonus will be paid with respect to the departmental expense
    management component.  Total
    Bonus Payment; Limitations
          Equity
    Compensation
    Shares Subject to

Shares Subject to

Total SharesRestricted Stock Units

Restricted Stock Units

Subject to EquityName

(Time-Based)

(Performance - Based)

AwardsJohn C. Burris


12,500



37,500



50,000Thomas M. McDonough


10,000



30,000



40,000Todd P. Headley


8,750



26,250



35,000Martin F. Roesch


6,250



18,750



25,000Douglas W. McNitt


6,250



18,750



25,000Nicholas G. Margarites


3,750



11,250



15,000   Time-based restricted stock unit awards.
 50




---



##### 



Performance-based restricted stock unit awards.
   PART III  Item 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    Item 11.
    EXECUTIVE
    COMPENSATION    Item 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    Item 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    Item 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   PART IV  Item 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES      page F-1
   51




---



##### 



Exhibits 10.2-10.20
 52




---



##### 



SIGNATURES    SOURCEFIRE, INC.
  By:
    /s/  John
    C. Burris     Form 10-K
  Signature

Title

Date/s/  John
    C. BurrisJohn
    C. Burris

Chief Executive Officer and Director (principal executive
    officer)

March 13, 2009/s/  Todd
    P. HeadleyTodd
    P. Headley

Chief Financial Officer and Treasurer (principal financial
    officer)

March 13, 2009/s/  Nicholas
    G. MargaritesNicholas
    G. Margarites

Chief Accounting Officer and
    VP of Finance
    (principal accounting officer)

March 13, 2009/s/  Martin
    F. RoeschMartin
    F. Roesch

Chief Technology Officer and Director

March 13, 2009/s/  John
    C. BeckerJohn
    C. Becker

Director

March 13, 2009/s/  Asheem
    ChandnaAsheem
    Chandna

Director

March 13, 2009/s/  Tim
    A. GuleriTim
    A. Guleri

Director

March 13, 2009/s/  Joseph
    R. ChinniciJoseph
    R. Chinnici

Director

March 13, 2009/s/  Steven
    R. PolkSteven
    R. Polk

Director

March 13, 2009/s/  Arnold
    L. PunaroArnold
    L. Punaro

Director

March 13, 2009  53




---



##### 



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 PageReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets at December 31,
    2008 and 2007


F-3Consolidated Statements of Operations for the
    years ended December 31, 2008, 2007 and 2006


F-4Consolidated Statements of Changes in Convertible
    Preferred Stock and Stockholders Equity (Deficit) for the
    years ended December 31, 2008, 2007 and 2006


F-5Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


F-6Notes to Consolidated Financial Statements


F-7   F-1




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    ON THE CONSOLIDATED FINANCIAL STATEMENTS            
    F-2




---



##### 



SOURCEFIRE,
    INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,


December 31,2008


2007(In thousands, except par value and share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
39,768


$
33,071Short-term investments


59,343



69,816Accounts receivable, net of allowances of $538,000 as of
    December 31, 2008 and $160,000 as of December 31, 2007


27,864



20,689Inventory


4,521



4,863Prepaid expenses and other current assets


2,115



2,651Total current assets


133,611



131,090Property and equipment, net


8,341



4,041Intangible assets, net


465



592Investments


2,457



4,140Restricted cash






1,000Other assets


1,431



815Total assets

$
146,305


$
141,678LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
4,505


$
5,930Accrued compensation and related expenses


4,229



3,151Other accrued expenses


3,558



1,458Current portion of deferred revenue


21,513



18,417Other current liabilities


789



832Total current liabilities


34,594



29,788Deferred revenue, less current portion


2,595



2,610Other long-term liabilities


75



86Total liabilities

$
37,264


$
32,484Commitments and ContingenciesStockholders equity:Preferred stock, $0.001 par value; 19,700,000 shares
    authorized; no shares issued or outstanding at December 31,
    2008 and December 31, 2007






Series A junior participating preferred stock,
    $0.001 par value; 300,000 shares authorized at
    December 31, 2008 and no shares authorized at
    December 31, 2007; no shares issued or outstanding at
    December 31, 2008






Common stock, $0.001 par value; 240,000,000 shares
    authorized; 25,917,519 and 24,642,433 shares issued and
    outstanding as of December 31, 2008 and December 31,
    2007, respectively


25



24Additional paid-in capital


159,306



153,693Accumulated deficit


(50,594
)


(44,523
)Accumulated other comprehensive income


304



Total stockholders equity


109,041



109,194Total liabilities and stockholders equity

$
146,305


$
141,678    F-3




---



##### 



SOURCEFIRE,
    INC.
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  Year Ended December 31,2008


2007


2006(In thousands, except share and per share amounts)Revenue:Products

$
45,245


$
34,332


$
30,219Technical support and professional services


30,428



21,527



14,707Total revenue


75,673



55,859



44,926Cost of revenue:Products


12,408



9,523



8,440Technical support and professional services


4,952



3,360



2,632Total cost of revenue


17,360



12,883



11,072Gross profit


58,313



42,976



33,854Operating expenses:Research and development


12,620



11,902



8,612Sales and marketing


33,169



25,860



20,652General and administrative


18,713



10,599



5,017Depreciation and amortization


2,627



1,649



1,230In-process research and development






2,947



Total operating expenses


67,129



52,957



35,511Loss from operations


(8,816
)


(9,981
)


(1,657
)Other income, net:Interest and investment income


3,139



4,665



784Interest expense


(51
)


(35
)


(87
)Other income (expense)


(24
)


(26
)


95Total other income, net


3,064



4,604



792Loss before income taxes


(5,752
)


(5,377
)


(865
)Income tax expense


319



244



67Net loss


(6,071
)


(5,621
)


(932
)Accretion of preferred stock






870



3,819Net loss attributable to common stockholders

$
(6,071
)

$
(6,491
)

$
(4,751
)Net loss attributable to common stockholders per share:Basic and diluted

$
(0.24
)

$
(0.32
)

$
(1.40
)Weighted average shares outstanding used in computing per share
    amounts:Basic and diluted


25,379,791



20,434,792



3,389,527    F-4




---



##### 



SOURCEFIRE,
    INC.
  CONSOLIDATED
    STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND
    STOCKHOLDERS EQUITY (DEFICIT)
  Warrants toPurchaseSeries A



































AccumulatedSeries A Convertible


Convertible


Series B Convertible


Series C Convertible


Series D Convertible








Additional








OtherPreferred Stock


Preferred


Preferred Stock


Preferred Stock


Preferred Stock


Common Stock


Paid-in


Accumulated


Unearned


ComprehensiveShares


Amount


Stock


Shares


Amount


Shares


Amount


Shares


Amount


Shares


Amount


Capital


Deficit


Compensation


Income


Total(In thousands, except share amounts)Balance at January 1, 2006


2,475,410


$
9,598


$
25



7,132,205


$
13,318



5,404,043


$
17,066






$




3,407,682


$
3


$



$
(35,080
)

$
(20
)

$



$
(35,097
)Exercise of common stock options






































84,082







143















143Issuance of restricted common stock














































83















83Stock-based compensation expense














































703















703Issuance of Series D redeemable convertible preferred
    stock, net of direct issuance costs of $79






























3,264,449



22,921



























Accretion of convertible preferred stock to redemption value






710











947







1,204







958











(929
)


(2,890
)










(3,819
)Amortization of unearned compensation






















































20







20Net loss for 2006


















































(932
)










(932
)Balance at December 31, 2006


2,475,410



10,308



25



7,132,205



14,265



5,404,043



18,270



3,264,449



23,879



3,491,764



3







(38,902
)










(38,899
)Exercise of common stock options






































305,077



1



332















333Exercise of common stock warrant






































30,543























Issuance of restricted common stock






































329,882























Cancellation of restricted common stock






































(2,389
)






















Stock-based compensation expense














































2,646















2,646Excess tax benefits relating to share-based payments














































106















106Issuance of common stock in IPO, net of issuance costs of $8,901






































6,185,500



6



83,876















83,882Accretion of convertible preferred stock to redemption value






140











186







237







307











(870
)














(870
)Conversion of preferred stock to common stock


(2,475,410
)


(10,448
)


(25
)


(7,132,205
)


(14,451
)


(5,404,043
)


(18,507
)


(3,264,449
)


(24,186
)


14,302,056



14



67,603















67,617Net loss for 2007


















































(5,621
)










(5,621
)Balance at December 31, 2007






































24,642,433



24



153,693



(44,523
)









$
109,194Exercise of common stock options






































704,824



1



858















859Issuance of common stock under employee stock purchase plan






































80,201







391















391Issuance of restricted stock






































524,550























Repurchase of common stock






































(34,489
)






(140
)














(140
)Stock-based compensation expense














































4,486















4,486Excess tax benefit relating to share-based payments














































18















18Comprehensive loss:Net loss for 2008


















































(6,071
)










(6,071
)Net unrealized gain on investments


























































304



304Total comprehensive loss






























































(5,767
)Balance at December 31, 2008






































25,917,519



25



159,306



(50,594
)






304



109,041    F-5




---



##### 



SOURCEFIRE,
    INC.
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Year Ended December 31,2008


2007


2006(In thousands)Operating activitiesNet loss

$
(6,071
)

$
(5,621
)

$
(932
)Adjustments to reconcile net loss to net cash provided by (used
    in) operating activities:Depreciation and amortization


2,663



1,678



1,261Provision for doubtful accounts


379



126



55Non-cash stock-based compensation


4,486



2,646



806Amortization of premium on investments


(1,033
)


(1,441
)


(81
)Loss on disposal of assets


7







Realized gain from sales of investments


(23
)






Write-off of acquired in-process research and development costs






2,947



Changes in operating assets and liabilities:Accounts receivable


(7,554
)


(4,308
)


(3,645
)Inventory


343



(2,764
)


(344
)Prepaid expenses and other assets


(80
)


(2,027
)


(238
)Accounts payable


(1,425
)


2,849



901Accrued expenses


4,178



1,514



681Deferred revenue


3,081



6,912



3,520Other liabilities


(91
)


417



84Net cash (used in) provided by operating activities


(1,140
)


2,928



2,068Investing activitiesPurchase of property and equipment


(6,661
)


(3,131
)


(1,285
)Purchase of investments


(94,477
)


(125,154
)


(13,207
)Proceeds from maturities of investments


104,763



65,932



2,000Proceeds from sales of investments


3,230







Cash paid for acquisition of ClamAV, including direct
    acquisition costs of $81






(3,581
)


Cash held in escrow related to acquisition of ClamAV






(1,000
)


Net cash provided by (used in) investing activities


6,855



(66,934
)


(12,492
)Financing activitiesBorrowings of long-term debt






113



887Repayments of long-term debt and capital lease obligations


(146
)


(1,425
)


(565
)Proceeds from issuance of Series D redeemable convertible
    preferred stock, net of offering costs










22,921Proceeds from issuance of common stock, net of
    underwriters discount of $6,495






86,288



Proceeds from employee stock-based plans


1,250



333



143Repurchase of common stock


(140
)






Excess tax benefits related to share-based payments


18



106



Payment of equity offering costs






(1,367
)


(1,039
)Net cash provided by financing activities


982



84,048



22,347Net increase in cash and cash equivalents


6,697



20,042



11,923Cash and cash equivalents at beginning of period


33,071



13,029



1,106Cash and cash equivalents at end of period

$
39,768


$
33,071


$
13,029Supplemental cash flow informationCash paid for interest

$
16


$
35


$
68Cash paid for income taxes


143



106



25Assets acquired through capital leases


183







    F-6




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Description
    of Business and Basis of Presentation  Organization
    and Description of Business
  ®
  ® ®
    Basis
    of Presentation
    2.
    Summary
    of Significant Accounting Policies  Use of
    Estimates
      Cash
    and Cash Equivalents
    Investments
  Accounting for
    Certain Investments in Debt and Equity Securities available-for-sale. Available-for-sale available-for-sale other-than-temporary
 F-7




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  other-than-temporary other-than-temporary.
  Fair
    Value of Financial Instruments
  available-for-sale
  Allowance
    for Doubtful Accounts
    Inventories
  first-in,
  As of December 31,2008


2007Finished goods

$
3,436


$
3,466Evaluation units


1,085



1,397Total inventory

$
4,521


$
4,863     Property
    and Equipment
   F-8




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of December 31,2008


2007Computer equipment

$
7,973


$
5,285Software


4,510



1,286Furniture, fixtures and office equipment


1,368



856Leasehold improvements


2,041



1,69815,892



9,125Less accumulated depreciation and amortization


7,551



5,084Total

$
8,341


$
4,041     Accrued
    Compensation and Related Expenses
    As of December 31,2008


2007Accrued incentive compensation

$
3,430


$
2,762Accrued leave


530



299Other related expenses


269



90Total

$
4,229


$
3,151   Revenue
    Recognition
  when-and-if-available
    98-9, Modification of
    SOP 97-2,
    Software Revenue Recognition with Respect to Certain
    Transactions
   F-9




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Warranty
      Commissions
   F-10




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Shipping
    and Handling Costs
    Research
    and Development Costs
    Advertising
    Costs
    Foreign
    Currency Translation
  Foreign
    Currency Translation.
    Income
    Taxes
  Accounting for Income Taxes
  Accounting for Uncertainty in Income Taxes, an
    interpretation of SFAS No. 109, Accounting for Income
    Taxes
 F-11




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Intangible
    Assets
        Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Stock-Based
    Compensation
  Share-Based
    Payment Accounting for Stock Based
    Compensation Accounting for
    Stock Issued to Employees
  Net
    Loss Attributable to Common Stockholders Per Share
   F-12




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2008


2007


2006Numerator:Net loss attributable to common stockholders

$
(6,071
)

$
(6,491
)

$
(4,751
)Denominator:Weighted-average shares of common stock outstanding


25,379,791



20,434,792



3,389,527Net loss attributable to common stockholders per share:Basic and diluted

$
(0.24
)

$
(0.32
)

$
(1.40
)       Year Ended December 31,2008


2007


2006Options to purchase common stock


3,296,322



3,063,588



3,199,903Shares of common stock into which outstanding warrants are
    exercisable










36,944Shares of common stock into which outstanding preferred stock is
    convertible










14,302,128Unvested shares of restricted common stock










27,709Total


3,296,322



3,063,588



17,566,684   Recent
    Accounting Pronouncements
  Fair Value Measurements No. 157-2, Effective Date of FASB Statement No. 157,
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Business Combinations
 F-13




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Reclassifications
    3.
    Investments  held-to-maturity Held-to-maturity held-to-maturity
  held-to-maturity
  Gross


GrossAmortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueMoney market funds

$
4,902


$



$



$
4,902Corporate debt investments


29,824



38



(20
)


29,842Asset-backed securities


19,847



49







19,896Commercial paper


38,490



103



(1
)


38,600Total investments


93,063


$
191


$
(21
)


93,240Amounts classified as cash equivalents*


(19,107
)










(19,112
)Total
    held-to-maturity
    investments

$
73,956










$
74,133   available-for-sale. held-to-maturity available-for-sale,
   F-14




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale
  Gross


GrossAmortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueMoney market funds

$
26,686


$



$



$
26,686Corporate debt investments


12,137



23



(26
)


12,134Asset-backed securities


801







(4
)


797Commercial paper


18,875



93







18,968Government-sponsored enterprises


26,178



218







26,396Government securities


1,500











1,500Certificate of deposit


2,005











2,005Total investments


88,182


$
334


$
(30
)


88,486Amounts classified as cash equivalents*


(26,686
)










(26,686
)Total
    available-for-sale
    investments

$
61,496










$
61,800Due in one year or less

$
59,076


$
295


$
(28
)

$
59,343Due after one year through five years


2,420



39



(2
)


2,457$
61,496


$
334


$
(30
)

$
61,800     *
    
    Does not include cash held in our bank accounts of
    $13.1 million and $14.0 million at December 31, 2008
    and 2007, respectively.  other-than-temporary available-for-sale
  4.
    Income
    Taxes    Year Ended December 31,2008


2007


2006Current:Federal

$



$



$
11State


46



63



14Foreign


315



209



42Deferred:Federal


(1,627
)


(1,804
)


(147
)State


(256
)


(526
)


168Foreign


(42
)


(29
)


Total provision for (benefit from) taxes before valuation
    allowance


(1,564
)


(2,087
)


88Change in valuation allowance


1,883



2,331



(21
)Total provision for taxes

$
319


$
244


$
67  F-15




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of December 31,2008


2007Deferred tax assets:Net operating loss carryforward

$
9,782


$
8,864Accrued expenses


168



592Deferred rent


139



164Deferred revenue


969



1,037Allowance for doubtful accounts


126



60Stock-based compensation


2,407



1,110In-process research and development


1,002



1,089Property and equipment


249



253Other


495



161Total deferred tax assets


15,337



13,330Deferred tax liabilities:Prepaid expenses


(337
)


(255
)Total deferred tax liabilities


(337
)


(255
)Net future income tax benefit


15,000



13,075Valuation allowance for deferred tax assets


(14,929
)


(13,046
)Net deferred tax asset

$
71


$
29         paid-in-capital
 F-16




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Year Ended December 31,2008


2007


2006Tax benefit at U.S. statutory rate of 34%

$
(1,883
)

$
(1,828
)

$
(294
)Effect of permanent differences


138



64



48State income taxes, net of federal benefit


(157
)


42



9Foreign taxes and rate differentials


45



20



11Other


293







Effect of change in valuation allowance for deferred tax assets


1,883



1,946



293Total

$
319


$
244


$
67   5.
    Stock-Based
    Compensation        Valuation
    of Stock-Based Compensation
   F-17




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year Ended December 31,2008


2007Stock options:Average risk-free interest rate


3.2
%


4.6
%Expected dividend yield


0.0
%


0.0
%Expected useful life (years)


6.25



6.25Expected volatility


63.7
%


74.8
%Weighted-average fair value per grant

$
4.14


$
8.63Employee stock purchase plan:Average risk-free interest rate


1.8
%


Expected dividend yield


0.0
%


Expected useful life (years)


0.38



Expected volatility


62.1
%


Weighted-average fair value per purchase

$
1.71



   Average risk-free interest rate
  Expected dividend yield
  Expected useful life
  Share-Based Payment
    Expected volatility
   F-18




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Year Ended December 31,2008


2007


2006Product cost of revenue

$
39


$
22


$
2Services cost of revenue


104



69



2Stock-based compensation expense included in cost of revenue


143



91



4Research and development


735



408



140Sales and marketing


1,390



1,011



367General and administrative


2,218



1,136



295Stock-based compensation expense included in operating expenses


4,343



2,555



802Total stock-based compensation expense

$
4,486


$
2,646


$
806   Stock
    Options
    Weighted-


AggregateNumber of


Range of


Average


IntrinsicShares


Exercise Prices


Exercise Price


ValueOutstanding at December 31, 2007


3,063,588


$
0.24 to 15.49


$
4.05


$
15,266Granted


1,259,793



5.32 to 8.00



6.74Exercised


(704,824
)


0.24 to 6.47



1.22Forfeited


(322,235
)


1.14 to 15.49



8.40Outstanding at December 31, 2008


3,296,322


$
0.24 to 15.49


$
5.26


$
5,878Vested and exercisable at December 31, 2008


1,726,137


$
0.24 to 15.49


$
3.30


$
5,689Vested and expected to vest at December 31, 2008


2,731,084






$
4.79


$
5,792  F-19




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options Outstanding


Options ExercisableWeighted-Weighted-


Average





Weighted-Number of


Average


Contractual


Number of


AverageRange of Exercise Prices

Shares


Exercise Prices


Life (Years)


Shares


Exercise Prices$0.24 to 1.14


835,960


$
0.62



4.73



835,960


$
0.62$1.62 to 6.41


859,485



3.73



7.38



537,252



2.76$6.47 to 7.45


884,268



6.81



9.43



14,158



7.45$7.93 to 15.49


716,609



10.57



8.08



338,767



10.603,296,322


$
5.26



7.41



1,726,137


$
3.30       Restricted
    Stock Awards
    Weighted-AverageGrant DateNumber of Shares


Fair ValueUnvested at December 31, 2007


295,680


$
10.56Granted


524,550



6.72Restrictions Lapsed


(147,495
)


9.48Forfeited


(16,374
)


8.94Unvested at December 31, 2008


656,361


$
7.77         Employee
    Stock Purchase Plan
   F-20




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    6.
    Shares Reserved
    for Future Issuance    Options to purchase common stock


3,296,322Employee stock purchase plan


919,799Equity-based awards available for grant under the 2007 Plan


1,933,8666,149,987     7.
    Leases    2009

$
1,7212010


9102011


4412012


36$
3,108     8.
    Comprehensive
    Loss    Year Ended December 31,2008


2007


2006Net loss

$
(6,071
)


(5,621
)


(932
)Comprehensive loss:Change in net unrealized loss on investments


304







Total comprehensive loss

$
(5,767
)

$
(5,621
)

$
(932
)   9.
    Fair
    Value Measurement  Fair Value Measurements
 F-21




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Level 1  Unadjusted quoted prices in active
    markets that are accessible at the measurement date for
    identical unrestricted assets or liabilities.
    Level 2  Quoted prices in markets that are not
    active or financial instruments for which all significant inputs
    are observable, either directly or indirectly.
    Level 3  Prices or valuations that require
    inputs that are both significant to the fair value measurement
    and unobservable.      Assets at


Fair Value Measurement UsingFair Value


Level 1


Level 2


Level 3Money market funds

$
26,686


$
26,686


$



$
Corporate debt investments


12,134







12,134



Asset-backed securities


797







797



Commercial paper


18,968







18,968



Government-sponsored enterprises


26,396







26,396



Government securities


1,500



1,500







Certificate of deposit


2,005







2,005



Total

$
88,486


$
28,186


$
60,300


$
   10.
    Business
    and Geographic Segment Information    Year Ended December 31,2008


2007


2006United States

$
57,547


$
41,882


$
36,598All foreign countries


18,126



13,977



8,328Consolidated total

$
75,673


$
55,859


$
44,926     As ofDecember 31,2008


2007United States

$
8,460


$
4,205All foreign countries


346



428Consolidated total

$
8,806


$
4,633   11.
    Defined
    Contribution Retirement Plan   F-22




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    12.
    Legal
    Proceedings  Howard Katz v. Sourcefire, Inc., et al. No. 1:07-cv-01210-WMN. Mark Reaves v.
    Sourcefire, Inc. et al. No. 1:07-cv-01351-JFM Raveill v. Sourcefire, Inc. et al., No. 1:07-cv-01425-WMN. Barry
    Pincus v. Sourcefire, Inc., et al., No. 1:07-cv-04720-RJH. Pincus
  and/or
            13.
    Commitments
    and Contingencies   F-23




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      14.
    Stockholder
    Rights Plan    15.
    Change in
    Management    16.
    Allowances
    for Doubtful Accounts  Charged toBalance at

Expenses

Write-Offs

BalanceBeginning

Against

Net of

at End ofof Year

Revenue

Recoveries

Year(In thousands)Year ended December 31, 2006

$
127


$
55


$
(16
)

$
166Year ended December 31, 2007


166



126



(132
)


160Year ended December 31, 2008


160



379



(1
)


538  F-24




---



##### 



SOURCEFIRE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  17.
    Summarized
    Quarterly Consolidated Financial Information    Three Months EndedDec. 31,


Sep. 30,


Jun. 30,


Mar. 31,


Dec. 31,


Sep. 30,


Jun. 30,


Mar. 31,2008


2008


2008


2008


2007


2007


2007


2007(Unaudited)(In thousands, except per share data)Total revenue

$
25,715


$
20,289


$
16,018


$
13,651


$
19,338


$
14,806


$
11,260


$
10,455Gross profit


19,999



15,359



12,342



10,613



14,541



11,341



8,923



8,171Income (loss) from operations


2,010



(2,322
)


(3,866
)


(4,638
)


(365
)


(4,214
)


(2,435
)


(2,967
)Net income (loss)


2,268



(1,719
)


(3,124
)


(3,496
)


808



(2,844
)


(1,097
)


(2,488
)Net income (loss) attributable to common stockholders


2,268



(1,719
)


(3,124
)


(3,496
)


808



(2,844
)


(1,097
)


(3,358
)Net income (loss) per share attributable to common stockholders
     basic

$
0.09


$
(0.07
)

$
(0.12
)

$
(0.14
)

$
0.03


$
(0.12
)

$
(0.05
)

$
(0.39
)Net income (loss) per share attributable to common
    stockholders  diluted

$
0.08


$
(0.07
)

$
(0.12
)

$
(0.14
)

$
0.03


$
(0.12
)

$
(0.05
)

$
(0.39
)      F-25




---



##### 



Exhibit Index
  Incorporation by ReferenceExhibit





File



File

Filed withNumber

Exhibit Description

Form

Number

Exhibit

Date

this 10-K3
.1

Sixth Amended and Restated Certificate of Incorporation

10-Q

1-33350


3
.1

5/4/20073
.2

Fifth Amended and Restated Bylaws











X3
.3

Certificate of Designation of the Series A Junior
    Participating Preferred Stock

8-A

1-33350


3
.1

10/30/20084
.1

Form of stock certificate of common stock

S-1/A

333-138199


4
.1

3/6/20074
.2

Rights Agreement, dated as of October 30, 2008, by and
    between Sourcefire, Inc. and Continental Stock
    Transfer & Trust Co., as rights agent

8-A

1-33350


4
.1

10/30/200810
.1

Fourth Amended and Restated Investor Rights Agreement

S-1

333-138199


10
.1

10/25/200610
.2

2002 Stock Incentive Plan

S-1

333-138199


4
.2

10/25/200610
.3

2007 Stock Incentive Plan

S-1/A

333-138199


4
.3

3/1/200710
.4

Form of Nonstatutory Stock Option Grant Agreement under the 2002
    Stock Incentive Plan

S-1/A

333-138199


4
.4

10/25/200610
.5

Form of Notice and Stock Option Award Agreement under the 2007
    Stock Incentive Plan

S-1/A

333-138199


4
.5

3/1/200710
.6

Form of Notice and Restricted Stock Purchase Award Agreement
    under the 2007 Stock Incentive Plan

S-1/A

333-138199


4
.6

3/1/200710
.7

Form of Notice and Restricted Stock Purchase Award Agreement for
    Non-Employee Directors under the 2007 Stock Incentive Plan

S-1/A

333-138199


4
.7

3/1/200710
.8

Form of Notice and Restricted Stock Unit Award Agreement under
    the 2007 Stock Incentive Plan











X10
.9

2007 Employee Stock Purchase Plan

8-K

1-33350


10
.1

10/5/200710
.10

Executive Annual Incentive Plan

10-Q

1-33350


10
.2

5/5/200810
.11

Executive Retention Plan

10-Q

1-33350


10
.3

5/5/200810
.12

Executive Change in Control Severance Plan

10-Q

1-33350


10
.4

5/5/200810
.13

Employment Agreement with John C. Burris

10-Q

1-33350


10
.1

8/5/200810
.14

Participation Agreement with Thomas M. McDonough under
    Executive Retention Plan

10-Q

1-33350


10
.1

11/10/200810
.15

Participation Agreement with Thomas M. McDonough under
    Executive Change in Control Severance Plan

10-Q

1-33350


10
.2

11/10/200810
.16

Employment Agreement with Douglas W. McNitt

10-Q

1-33350


10
.1

11/7/200710
.17

Transition Agreement with E. Wayne Jackson III

10-Q

1-33350


10
.1

5/5/200810
.18

Consulting Agreement with E. Wayne Jackson III

10-Q

1-33350


10
.3

11/10/200810
.19

Form of Indemnification Agreement with Officers and Directors

S-1/A

333-138199


10
.18

3/1/200710
.20

Non-Employee Director Compensation Policy

10-Q

1-33350


10
.2

5/5/200810
.21

Lease Agreement by and between Liberty Property LP and
    Sourcefire, Inc.

S-1

333-138199


10
.10

10/25/200610
.22*

Manufacturing Services and Supply Agreement by and between
    Patriot Technologies, Inc. and Sourcefire, Inc., dated
    December 12, 2005, as amended on August 4, 2006

S-1/A

333-138199


10
.12

2/23/2007




---



##### 



Incorporation by ReferenceExhibit





File



File

Filed withNumber

Exhibit Description

Form

Number

Exhibit

Date

this 10-K10
.23*

Outsourcing Agreement by and between Sourcefire, Inc. and
    Intelligent Decisions, Inc., dated January 31, 2006

S-1/A

333-138199


10
.13

2/23/200710
.24*

OEM Purchase Agreement by and between Bivio Networks, Inc. and
    Sourcefire, Inc., dated February 10, 2005

S-1/A

333-138199


10
.14

3/6/200710
.25*

License Agreement for Commercial Use of MySQL Software by and
    between MySQL Inc. and Sourcefire, Inc., dated June 13,
    2005, as amended on December 29, 2006

S-1/A

333-138199


10
.15

3/6/200721
.1

List of Subsidiaries











X23
.1

Consent of Ernst & Young LLP











X24
.1

Power of Attorney (included on the signature page hereof)











X31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002











X31
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002











X32
.1

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002











X     *
    
    Confidential treatment has been granted with respect to portions
    of this exhibit, indicated by asterisks, which have been filed
    separately with the Securities and Exchange Commission.