-----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, CEPcq/f4HgcOtrJwEWEO555YPJvC6tbIb2WIIXNoCMDu9452368zhYauxnf/GdEx i1iYyeIU/EMuvu8MH/gGhQ== 0001157523-04-011306.txt : 20041208 0001157523-04-011306.hdr.sgml : 20041208 20041208165957 ACCESSION NUMBER: 0001157523-04-011306 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041203 ITEM INFORMATION: Material Impairments ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041208 DATE AS OF CHANGE: 20041208 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: 041191321 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 a4781052.txt AVOCENT CORPORATION 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) December 3, 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 2.06 Material Impairments On December 8, 2004, Avocent Corporation publicly disseminated a press release, which is incorporated herein by reference, stating that it expects to incur an impairment charge of up to $3 million during the fourth quarter of 2004 related to its preferred stock investment in a privately held company. The information contained in the press release is incorporated herein by reference and filed as Exhibit 99.10 hereto. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description of Exhibit -------------- ---------------------- 99.10 Press release issued December 8, 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: December 8, 2004 By: /s/ Samuel F. Saracino ----------------------------------- Samuel F. Saracino Senior Vice President of Legal and Corporate Affairs, General Counsel, and Secretary EXHIBIT INDEX ------------- Exhibit Description - ------- ----------- 99.10 Press Release dated December 8, 2004 EX-99.10 2 a4781052ex9910.txt AVOCENT CORPORATION EXHIBIT 99.10 Exhibit 99.10 Avocent Announces Expected Impairment Charge On Investment HUNTSVILLE, Ala.--(BUSINESS WIRE)--Dec. 8, 2004--On December 3, 2004, Avocent Corporation (NASDAQ:AVCT) concluded that it expects to incur an impairment charge of up to $3 million during the fourth quarter of 2004 related to its preferred stock investment in a privately held company. Avocent believes the investee's deteriorated financial condition and difficulty in raising additional capital indicate that Avocent's investment has become significantly devalued or worthless. The impairment charge will result in a non-recurring charge to earnings per share of approximately four to six cents per share under generally accepted accounting principles. Avocent has no contractual obligation to provide any additional investment or other financing beyond its present investment. Avocent's investment in the privately held company is one of only two equity investments held by Avocent. Avocent's other equity investment totals $450,000. 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 valuation of Avocent's investment, the expected impairment charge against the investment asset, and the expected charge against earnings per share. 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, valuation risks, and the accounting and tax treatment of the impairment charge. 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-----