-----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, PwNeEhbackhQ+lG4nX1UgJkPsRbEqSSRQuT9XKzq5yNxBbZJS4BQARFVN7yYmfBG AwOPXc/UNOvd6/PCVj6Cjg== 0001193125-07-120435.txt : 20070522 0001193125-07-120435.hdr.sgml : 20070522 20070522123418 ACCESSION NUMBER: 0001193125-07-120435 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070522 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070522 DATE AS OF CHANGE: 20070522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STEC, INC. CENTRAL INDEX KEY: 0001102741 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 330399154 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31623 FILM NUMBER: 07870410 BUSINESS ADDRESS: STREET 1: 3001 DAIMLER ST CITY: SANTA ANA STATE: CA ZIP: 92705-5812 BUSINESS PHONE: 8003677330 MAIL ADDRESS: STREET 1: 3001 DAIMLER ST CITY: SANTA ANA STATE: CA ZIP: 92705 FORMER COMPANY: FORMER CONFORMED NAME: SIMPLETECH INC DATE OF NAME CHANGE: 20010507 FORMER COMPANY: FORMER CONFORMED NAME: SIMPLE TECHNOLOGY INC DATE OF NAME CHANGE: 20000106 8-K 1 d8k.htm FORM 8-K Form 8-K

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) May 22, 2007

 


STEC, INC.

(Exact name of registrant as specified in charter)

 


 

California   000-31623   33-0399154

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

3001 Daimler Street, Santa Ana, California   92705-5812
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (949) 476-1180

N/A

(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:

 

¨ 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 7.01. Regulation FD Disclosure.

On May 22, 2007, STEC, Inc. (the “Registrant”) issued a press release announcing that its board of directors authorized the expansion of its existing $10 million stock repurchase program previously announced in July 2006 to $60 million and the Registrant’s adoption of a written purchase plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, to facilitate the purchase of shares under the stock repurchase program. No shares were purchased under the previous program. Under the expanded program, the Registrant may purchase up to $60 million of its common stock over the next 18 months. A copy of the press release issued by the Registrant on May 22, 2007 is furnished herewith as Exhibit 99.1.

The information furnished under Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless the Registrant specifically incorporates the foregoing information into those documents by reference.

 

ITEM 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

The following exhibit is furnished as part of this report:

 

Exhibit
Number

 

Description of Exhibit

99.1

  Press Release of STEC, Inc., dated May 22, 2007, announcing expansion of stock repurchase program (pursuant to Item 7.01).


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 thereunto duly authorized.

 

    STEC, Inc.

Date: May 22, 2007

    By:  

/s/ Dan Moses

      Dan Moses
      Executive Vice President and Chief
      Financial Officer


Exhibit Index

 

Exhibit
Number

 

Description of Exhibit

99.1

  Press Release of STEC, Inc., dated May 22, 2007, announcing expansion of stock repurchase program (pursuant to Item 7.01).
EX-99.1 2 dex991.htm PRESS RELEASE OF STEC, INC. Press Release of STEC, Inc.

Exhibit 99.1

FOR IMMEDIATE RELEASE

 

Contact:      
        Investors & Financial Media:    Trade Media:   
        Mitch Gellman    Patrick Wilkison   
        (949) 260-8328    (949) 260-8219   
        ir@stec-inc.com    pwilkison@stec-inc.com   

STEC BOARD APPROVES INCREASE IN STOCK REPURCHASE PROGRAM FROM $10 MILLION TO $60 MILLION

May 22, 2007—Santa Ana, Calif.—STEC, Inc. (Nasdaq:STEC), announced today that its board of directors authorized the expansion of its existing $10 million stock repurchase program previously announced in July 2006 to $60 million. No shares were purchased under the previous program. Under the expanded program, the company may purchase up to $60 million of STEC’s common stock over the next 18 months. STEC adopted a written purchase plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, to facilitate the purchase of shares under the stock repurchase program.

The Company plans to establish a Rule 10b5-1 Plan. Purchases may be made in open market or unsolicited negotiated transactions and shall comply with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. Purchases will be based upon guidelines and parameters specified in the 10b5-1 plan, including with respect to price and volume. There is no guarantee as to the exact number of shares that will be purchased under the stock repurchase program. The Rule 10b5-1 plan expires on the earlier of November 18, 2008, the date on which $60 million in repurchases are completed or the occurrence of other specified events. STEC may also discontinue purchases at any time.

A Rule 10b5-1 plan allows STEC to repurchase shares at times when it would ordinarily not be in the market because of the company’s trading policies or the possession of material non-public information. Repurchased shares would be returned to the status of authorized but unissued shares of common stock. As of April 30, 2007, STEC had approximately 49.9 million common shares outstanding.

About STEC, Inc. (Nasdaq:STEC)

STEC, Inc., designs, develops, manufactures and markets custom memory solutions based on Flash memory and DRAM technologies. For information about STEC and to subscribe to the company’s “Email Alert” service, please visit our web site at www.stec-inc.com, click “Investors” and then “Email Alert.”

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This release may contain forward-looking statements that involve risks and uncertainties, including, but not limited to, statements concerning, the expansion of our stock repurchase plan, our expectations with respect to future stock repurchases, including the timing and


amount of such repurchases and term of the Rule 10b5-1 plan. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. Important factors which could cause actual results to differ materially from those expressed or implied in the forward-looking statements are detailed under “Risk Factors” in filings with the Securities and Exchange Commission made from time to time by the company, including its Annual Report on Form 10-K, its quarterly reports on Form 10-Q, and its current reports on Form 8-K. Other factors that could cause our actual results to differ materially from those expressed or implied in the forward-looking statements include the following risks: we may not purchase any shares under the stock repurchase program; we may not realize the expected benefits of the divestiture of the Consumer Division; disruptions from the Consumer Division transaction could make it more difficult to maintain relationships with customers and employees; changes in demand from certain customer segments; the cost of raw materials may fluctuate widely in the future; our backlog may not result in future revenue; excess inventory held by our customers may reduce future demand for our products; we may not realized the expected benefits from our operations in Malaysia; unexpected delays in or increased cost associated with the construction of our Malaysia product facility; unexpected delays in the qualification process of our products with customers; our growth initiatives may not be successfully implemented; slower than expected expansion of our international business; we may not realize the anticipated benefits from any acquisitions of businesses, technologies, or assets we have and may undertake in the future; excess availability of DRAM or Flash memory could reduce component pricing resulting in lower average selling prices and gross profit; DRAM or Flash memory supply may tighten requiring suppliers to place their customers, including us, on limited component allocation; interruptions or delays at the semiconductor manufacturing facilities that supply components to us; higher than expected operating expenses; new and changing technologies limiting the applications of our products; our inability to become more competitive in new and existing markets, our inability to maintain and increase market share, difficulty competing in sectors characterized by aggressive pricing and low margins; new customer and supplier relationships may not be implemented successfully; higher than anticipated capital equipment expenditures; adverse global economic and geo-political conditions, including acts of terror, business interruption due to earthquakes, hurricanes, pandemics, power outages or other natural disasters; and potential impact of high energy prices and other global events outside of our control which could adversely impact customer confidence and hence reduce demand for our products. The information contained in this press release is a statement of STEC’s present intention, belief or expectation. STEC may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in STEC’s assumptions or otherwise. STEC undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

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