-----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, HiFZPgkAaq8d5UX1BM29WUjAbgJ2Vt4Pqwc+Ugq1MyvNeb/XLWitIv67KFTJftC+ PN8exvzkekhY/bxj/mrj6Q== 0001157523-04-010140.txt : 20041101 0001157523-04-010140.hdr.sgml : 20041101 20041101080040 ACCESSION NUMBER: 0001157523-04-010140 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041029 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041101 DATE AS OF CHANGE: 20041101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVOCENT CORP CENTRAL INDEX KEY: 0001109808 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 912032368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30575 FILM NUMBER: 041108151 BUSINESS ADDRESS: STREET 1: 4991 CORPORATE DRIVE CITY: HUNTSVILLIE STATE: AL ZIP: 35805 BUSINESS PHONE: 2564304000 MAIL ADDRESS: STREET 1: 4991 CORPORATE DRIVE CITY: HMTSVILLE STATE: AL ZIP: 35805 FORMER COMPANY: FORMER CONFORMED NAME: AEGEAN SEA INC DATE OF NAME CHANGE: 20000323 8-K 1 a4754875.txt AVOCENT 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) November 1, 2004 ------------------------------------------------------------------ AVOCENT CORPORATION - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 000-30575 91-2032368 - ------------------------------------------------------------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 4991 CORPORATE DRIVE HUNTSVILLE, AL 35805 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (256) 430-4000 --------------------------- 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 November 1, 2004, Avocent Corporation publicly disseminated a press release announcing that its Board of Directors has approved a stock repurchase program authorizing the repurchase of up to two million of its common shares. The information contained in the press release is incorporated herein by reference and furnished as Exhibit 99.9 hereto. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description of Exhibit -------------- ---------------------- 99.9 Press release issued November 1, 2004 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. AVOCENT CORPORATION Date: November 1, 2004 By: /s/ Douglas E. Pritchett ------------------------------------- Douglas E. Pritchett Senior Vice President of Finance, Chief Financial Officer and Treasurer EXHIBIT INDEX Exhibit Description - ------- ----------- 99.9 Press Release dated November 1, 2004 EX-99.9 2 a4754875ex991.txt PRESS RELEASE Exhibit 99.9 Avocent Board Authorizes Two Million Share Repurchase HUNTSVILLE, Ala.--(BUSINESS WIRE)--Nov. 1, 2004--Avocent Corporation (NASDAQ: AVCT) today announced that its Board of Directors has approved a stock repurchase program which authorizes the repurchase of up to two million of its common shares. The stock purchases may be made from time-to-time in the open market, in privately negotiated transactions or otherwise, at prices that the Company deems appropriate. "The Board's decision to authorize the stock repurchase highlights our optimism for Avocent's continued growth and underscores our strong financial position," stated John R. Cooper, president and chief executive officer of Avocent Corporation. "Our Board of Directors believes we can take advantage of opportunities to purchase our stock at attractive prices while continuing to invest in the future growth of Avocent. We have excellent cash flow, no debt and over $300 million in cash, cash equivalents and investments. "We believe the purchase of Avocent's stock represents a solid investment for our shareholders and the opportunity to leverage our cash position to improve our earnings per share. We also remain committed to investing in our operations, research and new product development, as well as continuing to make selective acquisitions to expand into complementary markets and expand our portfolio of products," concluded Mr. Cooper. About Avocent Corporation Avocent Corporation is the leading supplier of connectivity solutions for enterprise data centers, service providers and financial institutions worldwide. Branded products include switching, extension, intelligent platform management interface (IPMI), remote access and video display solutions. Additional information is available at: www.avocent.com. Forward-Looking Statements This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. These include statements regarding the purchase of Avocent shares, the impact on earnings per share, future growth and acquisitions, investment in research, and expansion of markets and products . These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made, including the risks associated with general economic conditions, risks attributable to future product demand, sales, and expenses, risks associated with product design efforts and the introduction of new products and technologies, and risks associated with obtaining and protecting intellectual property rights. Other factors that could cause operating and financial results to differ are described in Avocent's annual report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2004. Other risks may be detailed from time to time in reports to be filed with the SEC. Avocent does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof. CONTACT: Avocent Corporation, Huntsville Dusty Pritchett, 256-217-1300 -----END PRIVACY-ENHANCED MESSAGE-----