-----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, DhCJfJLVGOTHGAGB7lZwOxIvkof2oLRE2OYiwACkG+8z9iIxJx1VQTi/BlHULxZ4 fFVuzbRhdmo4HmIQRD8zpA== 0001157523-05-002485.txt : 20050314 0001157523-05-002485.hdr.sgml : 20050314 20050314080028 ACCESSION NUMBER: 0001157523-05-002485 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050314 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050314 DATE AS OF CHANGE: 20050314 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: 05677021 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 a4842203.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) March 14, 2005 -------------------------------- 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 March 14, 2005, Avocent Corporation publicly disseminated a press release announcing its current revenue estimate for the first quarter of 2005. The information contained in the press release is incorporated herein by reference and furnished as Exhibit 99.5 hereto. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description of Exhibit -------------- ---------------------- 99.5 Press Release Issued March 14, 2005 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: March 14, 2005 By: /s/ Samuel F. Saracino ------------------------------------------------- Samuel F. Saracino Executive Vice President of Legal and Corporate Affairs, General Counsel, and Secretary EXHIBIT INDEX ------------- Exhibit Description - ------- ----------- 99.5 Press Release Issued March 14, 2005 EX-99.5 2 a4842203-ex995.txt AVOCENT CORPORATION -- PRESS RELEASE Exhibit 99.5 Avocent Updates Revenue Guidance for First Quarter HUNTSVILLE, Ala.--(BUSINESS WIRE)--March 14, 2005--Avocent Corporation (NASDAQ:AVCT) today lowered its revenue guidance for the first quarter ending April 1, 2005. The Company expects revenue to be in the range of $73 million to $77 million based on the results to date. Avocent had previously issued guidance for first quarter revenue to be in the range of $96 to $100 million compared with revenue of $86.1 million in the first quarter of 2004. "Avocent's sales are running behind our forecast for the first quarter," stated John R. Cooper, chairman and chief executive officer of Avocent Corporation. "The lower sales resulted from a number of factors with the most significant being the launch of our DSView 3 software and several new appliance products that kept our sales and reseller forces in training and away from our customers for much of January and created some confusion in the marketplace. In addition, an order for a large customer that we had anticipated to occur in the first quarter has been deferred. Finally, we have experienced greater than expected seasonal softness in the OEM market, with a substantial portion being attributable to one customer. These factors, when combined with the increased competition in the marketplace, worked together to cause the shortfall in revenue. "While we acknowledged in our fourth quarter conference call that there was some risk to the broad new product introductions we have underway, we did not expect to see a decline of this magnitude for the first quarter, and we have moved quickly to address these problems," continued Mr. Cooper. "The actions we are taking include adjustments to the packaging and pricing of products we are selling to more directly address portions of the market, providing additional training for our sales force and resellers to help them more clearly communicate and demonstrate the value proposition of the products and technologies we offer, continuing with our previously announced plan to increase our marketing expenditures during 2005 to promote our brand and products and increase customer awareness, and accelerating previously-planned customer visits to help them better understand the value of our products and technologies." Conference Call Information Avocent will provide an on-line, real-time Web-cast and rebroadcast of its update for the first quarter in a conference call to be held today, Monday, March 14, 2005, at 9:00 a.m. Central time. The live broadcast will be available on-line at www.avocent.com as well as www.vcall.com beginning at 9:00 a.m. Central time. The on-line replay will follow immediately and continue for 30 days. 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. The final results for the first quarter of 2005 may differ from the forecast discussed above due to factors that include, but are not limited to, risks that sales do not occur as anticipated in the last few weeks of the quarter and risks associated with final review of the results and preparation of quarterly financial statements. The forward-looking statements set forth in this press release are subject to risks and uncertainties that could cause actual operating 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 reliance on a limited number of customers, component suppliers, and single source components, competitive risks, 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 reports on Form 10-K filed with the Securities and Exchange Commission on March 12, 2004 and to be filed on March 14, 2005. 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 Dusty Pritchett, 256-217-1300 -----END PRIVACY-ENHANCED MESSAGE-----