-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HaT9Do2E6XwqptoutHgB3Pi+Z5J84pknO+1mw9Bl0CElJbVa7KTKPeZsh+X4y/Az KEoBf6G6f4wgIXzP7jzolQ== 0001035881-97-000006.txt : 19971021 0001035881-97-000006.hdr.sgml : 19971021 ACCESSION NUMBER: 0001035881-97-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971016 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971020 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEXTLEVEL SYSTEMS INC CENTRAL INDEX KEY: 0001035881 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 364134221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12925 FILM NUMBER: 97697744 BUSINESS ADDRESS: STREET 1: 8770 WEST BRYN MAWR AVE CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 7136951000 MAIL ADDRESS: STREET 1: 8770 WEST BRYN MAWR AVENUE CITY: CHICAGO STATE: IL ZIP: 60631 8-K 1 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): October 16, 1997 ----------------- NextLevel Systems, Inc. ----------------------- (Exact name of registrant as specified in its charter) Delaware 001-12925 36-4134221 -------- --------- ---------- (State or other jurisdiction of (Commission File No.) (I.R.S. Employer incorporation or organization) Identification No.) 8770 West Bryn Mawr Avenue, Chicago, Illinois 60631 ------------------------------------------------ ----- (Address of principal executive offices) (Zip Code) (773)-695-1000 -------------- (Registrant's telephone number, including area code) Item 5 Other Events The Registrant hereby incorporates by reference the description of the matters set forth in its press release dated October 16, 1997 (such press release being Exhibit 99 attached hereto). Item 7 Financial Statements and Exhibits (c) Exhibits 99 Registrant's press release dated October 16, 1997 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. NextLevel Systems, Inc. By: /s/ Keith A. Zar October 16, 1997 ------------------ Keith A. Zar Vice President and General Counsel EXHIBIT INDEX Sequential Page No. Exhibits No. - --- -------- ---------- 99 The Registrant's press release dated 4 October 16, 1997 EX-99 2 EXHIBIT 99 For Immediate Release Media Contact: Dick Badler VP, Corp. Comm. 773-695-1030 dbadler@nlvl.com Investor Contacts: Mark Borman VP, Investor Relations 773-695-1150 mborman@nlvl.com Debra O'Shea Mgr., Investor Relations 773-695-1154 doshea@nlvl.com NEXTLEVEL SYSTEMS ANNOUNCES PLAN TO IMPROVE FINANCIAL PERFORMANCE; WILL EXPLORE ALTERNATIVES FOR TELEPHONY BUSINESS, RAISE MARGINS IN SATELLITE TV Richard Friedland Resigns as Chairman and CEO; Board Names Ed Breen President and Acting CEO Company Expects Results For Rest Of 1997 And 1998 To Be Below Expectations -------------------------------------------------------------- CHICAGO, (October 16, 1997) - The Board of Directors of NextLevel Systems, Inc. (NYSE: NLV) today announced it is developing a multifaceted plan to improve the Company's financial performance and achieve the full strategic potential of its world-class communications technologies and market leadership positions. The Board has accepted the resignation of Richard S. Friedland as Chairman and Chief Executive Officer, and has named Edward D. Breen President and Acting CEO. Breen is currently President of NextLevel's Broadband Networks Group, which accounts for approximately 70% of the Company's revenue and $200 million of its operating income. The Board said it will move aggressively to implement a detailed action plan, which will be announced within 60 days. Lazard Freres & Co. LLC is advising the Company in this process. While the plan has not been completed and is subject to change, its three principal elements are expected to be as follows: The Company intends to promptly explore and evaluate alternatives for its advanced telephony products subsidiary, Next Level Communications (NLC), of Rohnert Park, Calif. NLC produces next-generation broadband digital loop carrier networks and xDSL products, and has won significant orders from U S West and Bell Atlantic. NLC is investing heavily in research and development of its technology and, as a result, will produce operating losses of over $50 million in 1997. The Company will streamline the cost structure of its Satellite Data Networks Group, headquartered in San Diego. At the same time, it will support the division's key engineering developments and share those technologies more widely across the Company. In 1997, the Satellite Data Networks Group is expected to generate over $500 million of revenue, but will produce a small loss on an operating basis. The Company will actively employ its Board to capitalize on the strategic opportunities and alliances made possible by NextLevel's large installed base of cable television network equipment and the increasing importance of these networks for low-cost home computing and high-speed Internet access. The members of the Board hold various senior positions in the world of communications, technology and finance. The Company now expects revenues and operating earnings for the rest of 1997 and 1998 to be below analyst expectations. For the third quarter, earnings per share are expected to approximate consensus expectations of $0.15 per share, but with lower than anticipated operating income and revenues. For the fourth quarter, EPS is now expected to be in the range of $0.09-$0.11, before any one-time restructuring charges. A one-time restructuring charge is expected to be taken in the fourth quarter in connection with the action plan. For 1998, EPS is now expected to be in the range of $0.45-$0.50 per share before the benefit of corrective actions versus consensus estimates of $0.75 per share. NextLevel is the world leader in providing equipment and services for advanced broadband networks. The company holds a 65% share of the analog cable television set-top market around the world. It has the largest installed base in the cable TV industry and is the leading supplier to 13 of the top 15 MSOs. In 1997, NextLevel also successfully delivered 500,000 digital set-top terminals for future deployments and built digital cable TV infrastructure that passes 16 million homes. NextLevel was the first company to enter the digital set-top market and, to date, is the only company that has delivered digital set-top equipment in such quantities. NextLevel also controls important video encryption and access control technology. Next Level Communications (NLC), a wholly owned subsidiary of NextLevel Systems, builds full-service digital loop carrier, broadband access and management systems and customer premises equipment for the telecommunications industry. NLC recently announced the signing of a contract with U S West Communications to deploy NLC's NLevel3 Switched Digital Access (SDA) System and related products for a minimum of 450,000 broadband xDSL access lines and residential gateways. NLC also has begun to realize revenue from its contract with Bell Atlantic to supply its NLevel3 SDA System for 1,000,000 lines of telephone service. Ed Breen, 41, has been President of NextLevel Systems' Broadband Networks Group since February 1996. He was previously Executive Vice President, Terrestrial Systems, of predecessor company General Instrument Corporation from October 1994 to January 1996 and Senior Vice President of Sales from June 1988 to October 1994. Breen joined General Instrument in 1978, and rose through a number of increasingly important domestic and international operating positions. The information set forth above includes "forward-looking" information and, accordingly, the cautionary statements contained in Exhibit 99, under the caption "Forward-Looking Information" in NextLevel Systems' quarterly report on Form 10-Q, for the three months ended June 30, 1997, are incorporated herein by reference. NextLevel Systems' actual results could differ materially from the "forward-looking" information in this press release. ### Visit our Website at www.nlvl.com -----END PRIVACY-ENHANCED MESSAGE-----