8-K

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 09, 2003

HANDSPRING, INC.

(Exact name of the Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

000-30719
(Commission
File Number) 77-0490705
(IRS Employer
Identification No.)

189 Bernardo Avenue, Mountain View, California
(Address of principal executive offices) 94043
(Zip Code)

(650) 230-5000
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	ITEM 7: Financial Statements and Exhibits.
	ITEM 9: Regulation FD Disclosure.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

ITEM 7: Financial Statements and Exhibits.

(c)	Exhibits.
	Exhibit No	Description of Exhibit
	99.01	Press release dated October 09, 2003.

ITEM 9: Regulation FD Disclosure.

This information, furnished under this “Item 9. Regulation FD Disclosure,” is intended to be furnished under “Item 12. Results of Operations and Financial Condition” in accordance with SEC Release No.33-8216.

On October 09, 2003, Handspring, Inc., a Delaware corporation, issued a press release announcing earnings for the quarter ended September 27, 2003.

The earnings press release, which has been attached as Exhibit 99.01, discloses certain financial measures that may be considered “non-GAAP” financial measures in certain circumstances. As used herein, “GAAP” refers to accounting principles generally accepted in the United States. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Each non-GAAP financial measure presented in the earnings press release is included because our management uses this information to monitor and evaluate on-going operating results and trends excluding certain items. The non-GAAP financial measures used within our earnings press release exclude non-cash charges for amortization of deferred stock compensation and intangibles.

The non-cash amortization of deferred stock compensation relates to stock options granted prior to our initial public offering in June 2000, and will decline in subsequent quarters until fiscal 2005. The non-cash impairment of intangibles relates to the 2001 acquisition of BlueLark Systems. Consequently, excluding those charges from our operating results provides users of the financial statements important insights into our operating results and related trends that affect our core business.

However these measures should be considered in addition to, and not as a substitute for, or superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with generally accepted accounting principles. The non-GAAP measures included in our press release have been reconciled to the nearest GAAP measure as is now required under new SEC rules regarding the use of non-GAAP financial measures.

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SIGNATURES

     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.

	HANDSPRING, INC
Date: October 09, 2003	By:	/s/ William R. Slakey
		William R. Slakey Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.01	Press release dated October 09, 2003.

EX-99.1 3 f93544exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

Investor Relations:	Public Relations:
Bill Slakey	Allen Bush
Handspring	Handspring
650-230-5070	650-230-5029
InvestorRelations@handspring.com	abush@handspring.com

HANDSPRING REPORTS FIRST QUARTER RESULTS

MOUNTAIN VIEW, CALIF. (October 9, 2003) – Handspring, Inc. (NASDAQ: HAND) today reported results for the first quarter of fiscal 2004 ended September 27, 2003, which included initial shipments of its new Treo 600 smartphone.

Revenue for the first quarter of fiscal 2004 was $13.1 million, down from $14.5 million in the fourth quarter of fiscal 2003 and from $54.1 million in the first quarter a year ago. Revenue for the quarter included $10.5 million in communicator sales and $2.6 million in organizer and accessory sales and other revenue. Treo 600 production started late in the quarter, therefore limiting revenue for the period. The Company exited the quarter with a backlog of orders.

On a GAAP basis, net loss for the period totaled $13.9 million, or $0.09 per share as compared to a net loss of $13.0 million, or $0.09 per share in the fourth quarter of fiscal 2003 and a net loss of $15.3 million or $0.11 per share in the first quarter a year ago.

On a non-GAAP basis, excluding amortization of deferred stock compensation and intangibles, the net loss for the period totaled $13.2 million, or $0.09 per share as compared to a net loss of $11.5 million, or $0.08 per share in the fourth quarter of fiscal 2003 and a net loss of $12.4 million or $0.09 per share in the first quarter a year ago.

“We were pleased this quarter to have certified and started shipping the new Treo 600 smartphone on both the Sprint network in the U.S. and the Orange network in Europe,” said Donna Dubinsky, chief executive officer of Handspring. “In addition, we are delighted to be launching the product with support from three additional U.S. carriers, specifically AT&T, Cingular and T-Mobile.”

-end-

As of September 27, 2003, Handspring’s unrestricted cash and short-term investments totaled $18.9 million, down $18.0 million from June 28, 2003. As part of the merger agreement between Palm, Inc. and Handspring, Palm has agreed to provide up to a $20.0 million line of credit to Handspring for working-capital purposes, subject to certain conditions. To date, Handspring has not borrowed funds from Palm.

Handspring currently is shipping its new flagship Treo 600 smartphone to Sprint in the U.S. and Orange in Europe and began selling the Sprint product on the Handspring.com website yesterday. The Company expects to make Treo 600 available to Cingular, T/Mobile and AT&T customers soon. Handspring also will deliver the Treo 600 to select distribution partners in the U.S., Europe, Asia and Latin America to broaden its global distribution of Treo 600 this calendar year.

MERGER WITH PALM SOLUTIONS GROUP

On September 26, 2003, the Securities and Exchange Commission declared effective Palm’s registration statement on Form S-4, which includes the proxy statement for the proposed merger of Handspring and the Palm Solutions Group of Palm, Inc. Handspring will hold a special stockholders meeting on October 28, 2003 to vote on the merger. All Handspring stockholders of record as of September 23, 2003 are eligible to vote at the meeting or by proxy. The merger is expected to close on October 28, 2003.

“We are pleased with the progress of our integration planning for Handspring’s merger with the Palm Solutions Group of Palm, Inc.,” said Dubinsky. “We believe that the combined company, under the palmOne name, will continue to be a global leader in mobile computing.”

CONFERENCE CALL INFORMATION

Handspring’s earnings conference call will be webcast on its web site at www.handspring.com, live at 2 p.m. PDT (Pacific Daylight Time) on Thursday, October 9, 2003. The audio replay of the Company’s conference call can be accessed via telephone after 4:00 p.m. PDT, October 9, 2003 until 4:00 p.m. PDT, October 16, 2003 by calling (800) 633-8284 or (402) 977-9140 and entering the reservation number 21162630.

ABOUT HANDSPRING

Handspring is a leading innovator in personal communications and handheld computing. The company’s products include the Treo wireless communicators and Treo 90 organizer, the Visor expandable handheld computers, and client and server software for fast Web access from handheld devices and mobile phones. Today Handspring products and accessories are sold at www.handspring.com and through select Internet, retail and carrier partners in the United States, Europe, Asia, Australia, New Zealand, Canada, Middle East, and Mexico/Latin America.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the federal securities laws, including, without limitation, statements regarding the following: the scope of carrier support for the Treo 600; the future availability of the Treo 600; the timing of the completion of the merger of the Palm Solutions Group and Handspring; and the potential for the combined company to be a global leader in mobile computing. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including, without limitation, the following: the approval of the merger by Palm and Handspring stockholders; the satisfaction of closing conditions relating to the merger; the successful integration of Handspring’s employees and technologies with those of Palm; Handspring’s ability to develop and deliver innovative smartphones; the degree to which wireless carriers will facilitate the successful introduction of Handspring’s smartphones; the quality and scope of voice and data service coverage offered by carriers; carrier and end user customer acceptance of and demand for smartphones in general and Handspring’s products in particular; overall product quality; and the rapid pace of technological change and competitive developments in the handheld computer and wireless communications industries. A detailed discussion of these and other risks and uncertainties is included in Handspring’s most recent filings with the Securities and Exchange Commission and in the Form S-4 filed by Palm on July 3, 2003, as amended, in connection with the proposed merger of the Palm Solutions Group and Handspring. Handspring assumes no obligation to update the forward-looking information contained in this press release.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

On July 3, 2003, in connection with the proposed reorganization transaction involving Palm, PalmSource and Handspring, Palm filed with the SEC a Registration Statement on Form S-4 containing a proxy statement/prospectus. In addition, on July 3, 2003, PalmSource filed with the SEC a Registration Statement on Form S-4 containing a prospectus relating to the distribution of PalmSource shares to the existing stockholders of Palm. Investors and security holders are urged to read these filings as amended because they contain important information about the reorganization transaction described herein. Investors and security holders may obtain free copies of these documents and other documents filed with the Securities and Exchange Commission at the Securities and Exchange Commission’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the Securities and Exchange Commission by Palm by contacting of Palm Investor

Relations (877.696.7256 or palm.ir@corp.Palm.com). Investors and security holders may obtain free copies of the documents filed with the Securities and Exchange Commission by Handspring by contacting Handspring Investor Relations (650.230.5070 or investorrelations@Handspring.com). Investors and security holders may obtain free copies of the documents filed with the Securities and Exchange Commission by PalmSource by contacting PalmSource Investor Relations (Al Wood at 408.400.3000 or Al.Wood@Palmsource.com).

Handspring and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Handspring and Palm in connection with the reorganization transaction described herein. Information regarding the special interests of these directors and executive officers in the reorganization transaction described herein is set forth in the proxy statement/prospectus, which is included in the Registration Statement on Form S-4 filed by Palm with SEC on July 3, 2003, as amended. Additional information regarding these directors and executive officers is also included in Handspring’s proxy statement for its 2002 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on or about October 1, 2002. This document is available free of charge at the Securities and Exchange Commission’s web site at www.sec.gov and from Handspring by contacting Handspring Investor Relations (650.230.5070 or investorrelations@Handspring.com).

Handspring, the Handspring logo, Treo, the Treo logo, and Visor are trademarks of Handspring, Inc. and may be registered in certain jurisdictions. All other brand names are trademarks of their respective owners.

HANDSPRING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

				September 27, 2003			June 28, 2003
				(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents			$	18,879		$	31,308
	Short-term investments				-			5,602
	Accounts receivable, net				7,660			5,290
	Prepaid expenses and other current assets				4,585			2,956
	Inventories				2,559			3,841
	Restricted investments for committed tenant improvements and other				7,428			8,185
			Total current assets		41,111			57,182
Restricted investments					-			-
Property and equipment, net					4,935			5,917
Construction in progress-Sunnyvale tenant improvements					-			-
Construction in progress-Sunnyvale property					14,600			14,291
Other assets					2,563			3,377
			Total assets	$	63,209		$	80,767
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable			$	14,232		$	15,661
	Accrued liabilities				30,389			33,853
	Provision for committed tenant improvements and other				7,428			8,185
	Non-cash obligations for CIP-Sunnyvale property				-			-
			Total current liabilities		52,049			57,699
Long-term liabilities:
		Non-cash obligations for CIP-Sunnyvale property			14,600			14,291
		Sunnyvale note payable-LT			2,000			2,150
Stockholders’ equity:
	Common stock				150			149
	Additional paid-in capital				427,092			425,983
	Deferred stock compensation				(514	)		(1,284	)
	Accumulated other comprehensive loss				(929	)		(931	)
	Accumulated deficit				(431,239	)		(417,290	)
			Total stockholders’ equity		(5,440	)		6,627
			Total liabilities and stockholders’ equity	$	63,209		$	80,767

HANDSPRING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

					Three Months Ended									Three Months Ended
					September 27, 2003									September 28, 2002
					GAAP (A)			Difference			Non-GAAP (B)			GAAP (A)			Difference			Non-GAAP (B)
Revenue					$	13,108		$	-		$	13,108		$	54,138		$	-		$	54,138
Costs and operating expenses:
	Cost of revenue					10,697			-			10,697			40,950			-			40,950
	Research and development					5,744			-			5,744			5,391			-			5,391
	Selling, general and administrative					10,569			-			10,569			20,708			-			20,708
	Amortization of deferred stock compensation (*)					770			(770	) (C)		-			2,940			(2,940	) (C)		-
				Total costs and operating expenses		27,780			(770	)		27,010			69,989			(2,940	)		67,049
Loss from operations						(14,672	)		770			(13,902	)		(15,851	)		2,940			(12,911	)
Interest and other income, net						723			-			723			637			-			637
Loss before taxes						(13,949	)		770			(13,179	)		(15,214	)		2,940			(12,274	)
Income tax provision						-			-			-			100			-			100
Net loss					$	(13,949	)	$	770		$	(13,179	)	$	(15,314	)	$	2,940		$	(12,374	)
Basic and diluted net loss per share					$	(0.09	)	$	0.01		$	(0.09	)	$	(0.11	)	$	0.02		$	(0.09	)
Shares used in calculating basic and diluted net loss per share						149,379						149,379			143,257						143,257
		(*) Amortization of deferred stock compensation:
			Cost of revenue		$	101								$	387
			Research and development			131									615
			Selling, general and administrative			538									1,938
					$	770								$	2,940

(A)	Reflects operating results based on U.S. generally accepted accounting principles (or GAAP).
(B)	Non-GAAP amounts exclude amortization of deferred stock compensation.
(C)	Non-cash charge related to the amortization of deferred stock compensation, primarily related to stock options granted prior to our IPO.

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EX-99.1

Handspring, Inc., Exhibit 99.1