UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2004 Red Hat, Inc. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-26281 06-1364380 -------------------------------------------------------------------------------- (State or Other Juris- (Commission (IRS Employer diction of Incorporation File Number) Identification No.) 1801 Varsity Drive, Raleigh, North Carolina 27606 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (919) 754-3700 -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events On September 29, 2004, the Company announced that its Board of Directors had authorized the repurchase program of up to $100 million of the Company's common stock, par value $.0001 per share, from time to time on the open market or in privately negotiated transactions. The program will expire on earlier of (i) September 30, 2005, or (ii) a determination by the Board of Directors, the Chief Executive Office or Chief Financial Officer to discontinue the program. The full text of the press release issued in connection with the announcement of the repurchase program is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit 99.1 Company Press Release, dated September 29, 2004 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RED HAT, INC. Date: September 29, 2004 By:/s/ Michael R. Cunningham ----------------------------------- Michael R. Cunningham EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Company Press Release, dated September 29, 2004