-----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, H8pSXCKw2GgMrqeRQQpIEvyEsuaI9aa9u3b60kphr/hpzAUChar3SJZoyGwimz5n OZWB9O3ONS2EvRaIW1sxSQ== 0000950152-05-006816.txt : 20050810 0000950152-05-006816.hdr.sgml : 20050810 20050810105320 ACCESSION NUMBER: 0000950152-05-006816 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050804 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050810 DATE AS OF CHANGE: 20050810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIEBOLD INC CENTRAL INDEX KEY: 0000028823 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 340183970 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04879 FILM NUMBER: 051012231 BUSINESS ADDRESS: STREET 1: P.O. BOX 3077 STREET 2: 5995 MAYFAIR RD CITY: CANTON STATE: OH ZIP: 44720-8077 BUSINESS PHONE: 3304904000 MAIL ADDRESS: STREET 1: PO BOX 3077 CITY: CANTON STATE: OH ZIP: 44720-8077 8-K 1 l15490ae8vk.htm DIEBOLD, INCORPORATED 8-K Diebold, Incorporated 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): August 4, 2005
(logo)
DIEBOLD, INCORPORATED
(Exact name of registrant as specified in its charter)
         
Ohio   1-4879   34-0183970
         
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification Number)
         
5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio
  44720-8077
     
(Address of principal executive offices)
  (Zip Code)
Registrant’s telephone number, including area code:            (330) 490-4000
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

1


 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
     On August 5, 2005, Gregory T. Geswein, Senior Vice President and Chief Financial Officer of Diebold, Incorporated, notified the company of his intention to resign from such position and all other officer and director positions held by him with the company and its direct and indirect subsidiaries, effective as of the close of business on Friday, August 12, 2005. Mr. Geswein stated in his letter of resignation that he was resigning to take a position as Chief Financial Officer of The Reynolds & Reynolds Company. The company has appointed Kevin J. Krakora, its Vice President and Corporate Controller, as its interim Chief Financial Officer until a permanent replacement is named. A copy of the press release of Diebold, Incorporated, dated August 8, 2005, announcing the resignation is attached as Exhibit 99.1.
Item 8.01  Other Events
     On August 4, 2005, Diebold, Incorporated issued a press release announcing that its Board of Directors had approved an increase in its share repurchase program by authorizing the repurchase of up to an additional two million shares of the company’s outstanding common stock. A copy of the press release of Diebold, Incorporated announcing the increase is attached as Exhibit 99.2.
Item 9.01  Financial Statements and Exhibits.
(c) Exhibits
     
Exhibit No.
  Exhibit Description
 
   
99.1
  Press Release of Diebold, Incorporated, dated August 8, 2005.
99.2
  Press Release of Diebold, Incorporated, dated August 4, 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 thereunto duly authorized.
             
 
          DIEBOLD, INCORPORATED
 
           
Date:
  August 9, 2005   By:   /s/Kevin J. Krakora
 
           
 
          Kevin J. Krakora
Vice President and Corporate Controller
(Principal Accounting Officer)

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EXHIBIT INDEX
     
Exhibit No.
  Exhibit Description
 
   
99.1
  Press Release of Diebold, Incorporated, dated August 8, 2005.
99.2
  Press Release of Diebold, Incorporated, dated August 4, 2005

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EX-99.1 2 l15490aexv99w1.txt EX-99.1 PRESS RELEASE - CFO RESIGNATION EXHIBIT 99.1 ------------ [DIEBOLD LOGO] NEWSRELEASE We won't rest. Media contact: Investor contact: Mike Jacobsen John Kristoff +1 330 490 3796 +1 330 490 5900 jacobsm1@diebold.com kristoj@diebold.com FOR IMMEDIATE RELEASE: August 8, 2005 DIEBOLD CFO RESIGNS; KRAKORA NAMED INTERIM CFO Company initiates internal and external search for successor NORTH CANTON, Ohio -- Diebold, Incorporated (NYSE: DBD) today announced that Gregory T. Geswein, senior vice president and chief financial officer has resigned, effective August 12, 2005. After serving as CFO for more than five years, Geswein is leaving the company to become CFO of The Reynolds and Reynolds Company (NYSE: REY), based near Dayton, Ohio. Kevin J. Krakora, vice president and corporate controller, has been named interim CFO until a successor is identified. Diebold will be conducting an internal and external search for a successor. "Greg's leadership has been instrumental to the company's success over the past five years. This is a voluntary decision on Greg's part, and we wish him well in his future endeavors. He will be missed," said Walden W. O'Dell, chairman and chief executive officer. "During his tenure, Greg built a very capable financial team, which will ensure a smooth transition as we search for a successor." Prior to joining Diebold as CFO in April 2000, Geswein spent a year with Agilysys (formerly Pioneer-Standard Electronics) in Cleveland, Ohio as CFO and 13 years with Mead Corporation in Dayton, Ohio. Originally from Ironton, Ohio, Geswein earned a bachelor's degree in Business Administration and an MBA, from the University of Cincinnati. "While I am very proud to have been a part of Diebold's transformation over the past five years, I am looking forward to returning to my roots in Southwest Ohio," said Geswein. "This affords me a unique opportunity to be closer to my family in that area." (more) PAGE 2/DIEBOLD CFO RESIGNS; KRAKORA NAMED INTERIM CFO Krakora was senior vice president and chief financial officer at TelTek, Inc. in Atlanta, prior to joining Diebold in 2001. His other previous experience includes vice president, controller with Alumax Inc.; vice president and controller of the Customer Service and Support Division at Emerson Electric Co. in Columbus, Ohio; and various positions at Price Waterhouse in Cleveland. He received a master's degree in business administration from Case Western Reserve University in Cleveland, and a bachelor's degree from Columbia University in New York City. FORWARD-LOOKING STATEMENTS - -------------------------- In this press release, statements that are not reported, financial results or other historical information are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. These forward-looking statements relate to, among other things, the company's future operating performance, the company's share of new and existing markets, the company's short- and long-term revenue and earnings growth rates and the company's implementation of cost-reduction initiatives. The use of the words "believes," "anticipates," "expects," "intends" and similar expressions is intended to identify forward-looking statements that have been made and may in the future be made by or on behalf of the company. Although the company believes that these forward-looking statements are based upon reasonable assumptions regarding, among other things, the economy, its knowledge of its business, and on key performance indicators that impact the company, these forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed in or implied by the forward-looking statements. The company is not obligated to update forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Some of the risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements include, but are not limited to: - - competitive pressures, including pricing pressures and technological developments; - - changes in the company's relationships with customers, suppliers, distributors and/or partners in its business ventures; - - changes in political, economic or other factors such as currency exchange rates, inflation rates, recessionary or expansive trends, taxes and regulations and laws affecting the worldwide business in each of the company's operations, including Brazil, where a significant portion of the company's revenue is derived; - - acceptance of the company's product and technology introductions in the marketplace; - - unanticipated litigation, claims or assessments; - - the company's ability to reduce costs and expenses and improve internal operating efficiencies; (more) PAGE 3/DIEBOLD CFO RESIGNS; KRAKORA NAMED INTERIM CFO - - variations in consumer demand for financial self-service technologies, products and services; - - potential security violations to the company's information technology systems; and - - the company's ability to achieve benefits from its cost-reduction initiatives and other strategic changes. Diebold, Incorporated is a global leader in providing integrated self-service delivery systems, security and services. Diebold employs more than 14,000 associates with representation in nearly 90 countries worldwide and is headquartered in North Canton, Ohio, USA. Diebold reported revenue of $2.4 billion in 2004 and is publicly traded on the New York Stock Exchange under the symbol `DBD.' For more information, visit the company's Web site at www.diebold.com. ### PR/3187 EX-99.2 3 l15490aexv99w2.txt EX-99.2 PRESS RELEASE - SHAREHOLDERS EXHIBIT 99.2 ------------ [DIEBOLD LOGO] We won't rest. NEWSrelease Media contact: Investor contact: Mike Jacobsen John Kristoff +1 330 490-3796 +1 330 490 5900 jacobsm1@diebold.com kristoj@diebold.com FOR IMMEDIATE RELEASE: August 4, 2005 DIEBOLD BOARD AUTHORIZES ADDITIONAL TWO MILLION SHARE STOCK REPURCHASE NORTH CANTON, Ohio - The Board of Directors of Diebold, Incorporated (NYSE:DBD) today authorized the company to repurchase up to two million additional shares of its common stock in the open market. Diebold has approximately 400,000 shares remaining under its most recent 2 million share authorization from June 2004, and has repurchased approximately 1.4 million shares to date in 2005. The company plans to opportunistically repurchase shares as a means of returning cash to its shareholders. "We believe this new authorization represents a strong vote of confidence in our ability to continue generating superior results as we focus on improving the profitability and competitiveness of our business for the long-term," said Walden W. O'Dell, chairman and chief executive officer. "The prospects for the markets we serve remain healthy, and the strategic actions we are initiating today will position us well for future growth in the global marketplace." Diebold has 70,551,902 shares of common stock outstanding. Diebold, Incorporated is a global leader in providing integrated self-service delivery systems, security and services. Diebold employs more than 14,000 associates with representation in nearly 90 countries worldwide and is headquartered in North Canton, Ohio, USA. Diebold reported revenue of $2.4 billion in 2004 and is publicly traded on the New York Stock Exchange under the symbol `DBD.' For more information, visit the company's Web site at www.diebold.com. (more) PAGE 2/DIEBOLD BOARD AUTHORIZES TWO MILLION SHARE STOCK REPURCHASE FORWARD-LOOKING STATEMENTS - -------------------------- In this press release, statements that are not reported, financial results or other historical information are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. These forward-looking statements relate to, among other things, the company's future operating performance, the company's share of new and existing markets, the company's short- and long-term revenue and earnings growth rates and the company's implementation of cost-reduction initiatives. The use of the words "believes," "anticipates," "expects," "intends" and similar expressions is intended to identify forward-looking statements that have been made and may in the future be made by or on behalf of the company. Although the company believes that these forward-looking statements are based upon reasonable assumptions regarding, among other things, the economy, its knowledge of its business, and on key performance indicators that impact the company, these forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed in or implied by the forward-looking statements. The company is not obligated to update forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Some of the risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements include, but are not limited to: - - competitive pressures, including pricing pressures and technological developments; - - changes in the company's relationships with customers, suppliers, distributors and/or partners in its business ventures; - - changes in political, economic or other factors such as currency exchange rates, inflation rates, recessionary or expansive trends, taxes and regulations and laws affecting the worldwide business in each of the company's operations, including Brazil, where a significant portion of the company's revenue is derived; - - acceptance of the company's product and technology introductions in the marketplace; - - unanticipated litigation, claims or assessments; - - the company's ability to reduce costs and expenses and improve internal operating efficiencies; - - variations in consumer demand for financial self-service technologies, products and services; o challenges raised about reliability and security of the company's election systems products, including the risk that such products will not be certified for use or will be decertified; - - changes in laws regarding the company's election systems products and services; - - potential security violations to the company's information technology systems; and - - the company's ability to achieve benefits from its cost-reduction initiatives and other strategic changes. ### PR/3185 GRAPHIC 4 l15490aimage002.gif GRAPHIC begin 644 l15490aimage002.gif M1TE&.#EAU``C`'<`,2'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"'Y M!`$`````+`(```#2`",`A(&!@0````$"`P$"`P$"`P$"`P$"`P$"`P$"`P$" M`P$"`P$"`P$"`P$"`P$"`P$"`P$"`P$"`P$"`P$"`P$"`P$"`P$"`P$"`P$" M`P$"`P$"`P$"`P$"`P$"`P$"`P$"`P+_A(\)P>W/E)RTVHOS@4'[#X831SI4 MV1CH&BTL";[MN5[RHZ7>S2FLRH,`@SH,L3.J68XF6M'(?/Y+9-"E"6MIC>>2*LPH#.TK;Q.FHRLIH M^^36BB?4NS8,J)>JVR=KV/8K'(S#LZQ\BLI;?(ME#3P=!)WM'/L-*7-<4VW. 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