-----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, RWjZkigHYF99w5GfIih3dWSFs3/tPa7I2jo8V20W1yKHCs1INapU6+RebB5soaWn SWDcAeOdJyRqb93t8T0MTg== 0000950152-05-007718.txt : 20050921 0000950152-05-007718.hdr.sgml : 20050921 20050921093615 ACCESSION NUMBER: 0000950152-05-007718 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050920 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050921 DATE AS OF CHANGE: 20050921 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: 051094843 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 l16082ae8vk.htm FORM 8-K DIEBOLD, INC
Table of Contents

 
 
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): September 20, 2005
(DIEBOLD LOGO)
DIEBOLD, INCORPORATED
(Exact name of registrant as specified in its charter)
         
Ohio   1-4879   34-0183970
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
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


TABLE OF CONTENTS

Item 1.02 Termination of a Material Definitive Agreement.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
                  Principal Officers.
Item 7.01 Regulation FD Disclosure
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1: PRESS RELEASE DATE 9/21/05 ANNOUNCES NEW CORPORATE
EX-99.2: PRESS RELEASE DATE 9/21/05 REDUCES 2005 THIRD QUARTER


Table of Contents

Item 1.02 Termination of a Material Definitive Agreement.
     As discussed below in Item 5.02, the company announced today that Eric C. Evans, its President and Chief Operating Officer, and a member of its board of directors, is leaving the company. Mr. Evans has been employed by the company pursuant to a written, at-will employment agreement, the principal terms of which were previously set forth as Exhibit 10.21 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed with the Securities and Exchange Commission on May 7, 2004.
     The employment agreement provides for an initial term of two years, with automatic one-year renewals thereafter unless either party gives notice of non-renewal. The company provided Mr. Evans with a notice of non-renewal on September 20, 2005.
     Mr. Evans and the company have not yet agreed on the details of his separation from the company, however, the parties intend to enter into a definitive separation agreement at the earliest opportunity.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
                  Principal Officers.
     On September 21, 2005, the company issued a press release announcing a realignment of its corporate management structure in order to improve the company’s profitability and competitiveness. As a result of the realignment, the company announced that Eric C. Evans, its President and Chief Operating Officer, is leaving the company. Pursuant to the company’s Corporate Governance Guidelines, as a result of leaving the company, Mr. Evans is also required to submit his resignation as a member of the company’s board of directors. Effective immediately, Walden W. O’Dell, the company’s Chairman and Chief Executive Officer, will be assuming the role of President and Chief Operating Officer. A copy of the press release of Diebold, Incorporated, dated September 21, 2005, announcing the change is attached as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure
     On September 21, 2005 Diebold, Incorporated also issued a press release entitled “Diebold Reduces 2005 Third Quarter and Year-End Earnings Outlook”. A copy of this press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
     The information in this report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(c)     Exhibits
     
Exhibit No.
  Exhibit Description
 
   
99.1
  Press Release of Diebold, Incorporated, dated September 21, 2005, “Diebold Announces New Corporate Structure”
99.2
  Press Release of Diebold, Incorporated, dated September 21, 2005, “Diebold Reduces 2005 Third Quarter and Year-End Earnings Outlook”

2


Table of Contents

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:  September 21, 2005    By:   /s/ Kevin J. Krakora    
        Kevin J. Krakora   
        Vice President, Corporate Controller and
Acting Chief Financial Officer (Principal
Accounting Officer) 
 
   
      
      
EXHIBIT INDEX
     
Exhibit No.
  Exhibit Description
 
   
99.1
  Press Release of Diebold, Incorporated, dated September 21, 2005, “Diebold Announces New Corporate Structure”
99.2
  Press Release of Diebold, Incorporated, dated September 21, 2005, “Diebold Reduces 2005 Third Quarter and Year-End Earnings Outlook”

3

EX-99.1 2 l16082aexv99w1.txt EX-99.1: PRESS RELEASE DATE 9/21/05 ANNOUNCES NEW CORPORATE EXHIBIT 99.1 CONTACTS: Media Relations Investor Relations Mike Jacobsen John Kristoff (330) 490-3796 (330) 490-5900 jacobsm1@diebold.com kristoj@diebold.com FOR IMMEDIATE RELEASE: September 21, 2005 DIEBOLD ANNOUNCES NEW CORPORATE STRUCTURE COO Evans leaving company; Swidarski to lead new Global Financial Self-Service business unit NORTH CANTON, Ohio -- Diebold, Incorporated (NYSE:DBD) today announced a new corporate structure designed to improve profitability and improve the company's competitiveness in key areas. Effective immediately, Walden W. O'Dell, Diebold chairman and chief executive officer, is assuming the role of president and chief operating officer and taking direct responsibility for the company's global operations. Eric C. Evans, president and chief operating officer, is leaving the company and has resigned from its board of directors. In addition, a new financial self-service business unit combining product and software development, manufacturing, procurement and marketing will be formed into a single global organization. The new business unit will be headed by Thomas W. Swidarski, who assumes the title of senior vice president, financial self-service group. Global manufacturing and engineering functions now report to Swidarski in this new role. "Our recent financial performance has been unacceptable, and these organizational changes are a major step toward improving our direction," said Walden W. O'Dell, Diebold chairman and chief executive officer. "Given the current challenging environment, I am assuming direct responsibility of the company's operations, and I am personally committed to taking immediate action to improve our performance. Our company has significant depth of leadership and this new organizational alignment allows us to take swift action that puts us on the right path. I wish to thank Eric Evans for his contributions to Diebold during his time here and wish him well in his future endeavors." The new corporate structure is designed to better focus Diebold's resources on the dynamic challenges and needs of the global financial self-service marketplace. The objectives and key benefits of this change include: o An integrated approach to improving margins in the company's financial self-service business o Closer integration of product and market strategies (more) PAGE TWO / DIEBOLD ANNOUNCES NEW CORPORATE STRUCTURE o Shared goals and aligned priorities to be more responsive to customer needs o The ability to deliver new products to market more efficiently and cost effectively o A comprehensive approach to improved customer satisfaction "These efforts better position Diebold for future growth, bringing together all facets of our product and service families into seamless business units," O'Dell added. "We believe this new organizational structure will enhance our responsiveness to customer and market demands, increase our ability to deliver innovative solutions to the industries we serve and, in turn, create greater value for our shareholders." As a result of the new organization, each product and service line within Diebold -- financial self-service, security and election systems -- is now established as a global business unit. Sales and service operations for both financial self-service and security will remain unchanged and continue to be structured in two organizations focused on North America and International markets. Each of these organizations will report to O'Dell. The global security business unit, headed by Dennis Moriarty, will also report to O'Dell. Swidarski will retain oversight responsibility of Diebold Election Systems (DES). However, day-to-day management of this business will be handled by David Byrd, vice president of operations for DES. Prior to joining Diebold, Swidarski held various positions within the financial industry for nearly 20 years focusing on marketing, product management, retail bank profitability, branding and retail distribution. He was a senior executive at PNC Bank and several other leading financial institutions. As president of Diebold Election Systems, Swidarski returned the subsidiary to profitability by instituting effective operational improvements and helping the company reach agreements within the past several months for election system implementations in a number of states. NOTE TO EDITORS: Please refer to Diebold press release "Diebold Reduces 2005 Third Quarter and Year-End Earnings Outlook", also issued today, for related information. 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 restructuring and other cost-reduction initiatives. (more) PAGE THREE / DIEBOLD ANNOUNCES NEW CORPORATE STRUCTURE 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: o competitive pressures, including pricing pressures and technological developments; o changes in the company's relationships with customers, suppliers, distributors and/or partners in its business ventures; o changes in political, economic or other factors such as commodity prices, 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; o acceptance of the company's product and technology introductions in the marketplace; o unanticipated litigation, claims or assessments; o the company's ability to reduce costs and expenses and improve internal operating efficiencies; o 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; o changes in laws regarding the company's election systems products and services; o potential security violations to the company's information technology systems; o the company's ability to achieve benefits from its restructuring and other cost-reduction initiatives; and o other factors affecting the company's business beyond its control, including, without limitation, the occurrence of natural disasters. Diebold, Incorporated is a global leader in providing integrated self-service delivery and security systems 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/xxxx EX-99.2 3 l16082aexv99w2.txt EX-99.2: PRESS RELEASE DATE 9/21/05 REDUCES 2005 THIRD QUARTER EXHIBIT 99.2 CONTACTS: Media Relations Investor Relations Mike Jacobsen John Kristoff (330) 490-3796 (330) 490-5900 jacobsm1@diebold.com kristoj@diebold.com FOR IMMEDIATE RELEASE: September 21, 2005 DIEBOLD REDUCES 2005 THIRD QUARTER AND YEAR-END EARNINGS OUTLOOK North America revenue outlook below previous expectations; investor conference call scheduled for today at 10:00 a.m. ET NORTH CANTON, Ohio -- Diebold, Incorporated (NYSE: DBD) today announced it is lowering its third quarter and full-year earnings per share guidance for 2005. The company now anticipates third quarter EPS in the range of $.32 to $.37, which includes restructuring charges of approximately $.07 per share related to the continued realignment of its operations, manufacturing start-up and other one-time costs of approximately $.04 per share, and the one-time gain of approximately $.18 per share on the sale of the campus card systems business. Excluding these items, EPS is expected to be in the range of $.25 to $.30*. Full-year EPS is now expected to be $1.90 to $2.00*. This range excludes restructuring charges of approximately $.30 per share, manufacturing start-up costs and other one-time costs of approximately $.08 per share, and the one-time gain of approximately $.18 per share on the sale of the campus card systems business. This revised earnings guidance compares to 2004 full-year earnings per share of $2.53. Factors contributing to the lowered earnings expectations are: o Overall North America financial self-service revenue outlook is lower than previously expected, resulting in lower profit expectations. o Certain revenue anticipated from the company's North America business for the third quarter is being pushed out to future periods, partially impacted by the effect of Hurricane Katrina. o Operational inefficiencies, rising fuel costs and pricing pressures are continuing to negatively impact gross margins. o Higher effective tax rate of approximately 34 percent for the year. "I am extremely disappointed with our lack of progress in correcting our operational inefficiencies, and I am personally committed to taking immediate action to improve our effectiveness in these areas," said Walden W. O'Dell, Diebold chairman and chief executive officer. "We are evaluating further restructuring and other actions to improve our performance and competitiveness beyond the current restructuring guidance. We will have more to report on all these efforts during the coming months." (more) *See accompanying notes for non-GAAP measures. PAGE 2/ DIEBOLD REDUCES OUTLOOK Total financial self-service revenue is expected to be more than $50 million lower during the current quarter compared to previous expectations, with most of the shortfall occurring in North America as the company experienced continued market weakness in the more profitable regional bank segment. This segment represents the majority of Diebold's North America automated teller machine-related sales, with half of the company's global financial self-service revenue derived from North America. The lowered revenue expectations are also a result of customer delays and operational inefficiencies that were compounded by Hurricane Katrina, which affected scheduled ATM deliveries, security installations, service maintenance contracts and other near-term business throughout the Gulf region. Additionally, the impact of Hurricane Katrina is negatively affecting scheduled election systems deliveries in the Gulf region, resulting in approximately $10 million in lower elections systems revenue during the quarter. While management is still quantifying the overall impact of Hurricane Katrina, the company anticipates overcoming some of the shortfall caused by the hurricane in future periods as the affected regions begin to rebuild. Also, fuel prices have increased dramatically, resulting in significantly higher costs in freight and service fleet operations. The company is taking steps to overcome this continuing issue, including instituting a fuel surcharge on certain services. "We continue to be adversely affected by significantly unfavorable geographic revenue mix as the North America market for ATMs has weakened, particularly among regional banks," added O'Dell. "In addition, we are experiencing global supply chain and manufacturing inefficiencies and rising commodity costs, which were exacerbated by Hurricane Katrina. In response, we are instituting price increases in appropriate areas. Despite the recent weakness in the North America ATM market, we remain confident that the markets we serve remain healthy, and the actions we are taking will better position us for 2006 and beyond." NOTE TO EDITORS: Please refer to Diebold press release "Diebold Announces New Corporate Structure", also issued today, for related information. NOTES FOR NON-GAAP MEASURES Reconciliation of GAAP EPS to non-GAAP measures:
GUIDANCE Q3 2005 GUIDANCE FULL-YEAR 2005 --------------------- ----------------------- Total EPS (GAAP) $0.32 $0.37 $1.70 $1.80 Gain on Sale of Discontinued (0.18) (0.18) (0.18) (0.18) Operations Restructuring Charges 0.07 0.07 0.30 0.30 Other Special Items 0.04 0.04 0.08 0.08 ---- ---- ---- ---- Operating EPS (Non-GAAP) $0.25 $0.30 $1.90 $2.00 ===== ===== ===== =====
The company believes excluding these items provides meaningful insight into the ongoing performance of its operations. (more) PAGE 3/ DIEBOLD REDUCES OUTLOOK Investor call information A special investor conference call with Walden W. O'Dell, chairman and chief executive officer, and Kevin J. Krakora, vice president, corporate controller and acting chief financial officer, will be held today at 10 a.m. (ET). This conference call will last approximately 30 minutes. Participants should plan to dial in 15 minutes prior to the session. Details on the call are as follows:
Call-in numbers Passcode Time/Date Conference call (913) 981-4904 3726640 10 a.m. (ET), 9/21/05 Call replay (719) 457-0820 3726640 Begins: 1 p.m. (ET), 9/21/05 Ends: 5 p.m. (ET), 9/28/05
Also, Diebold will release third quarter financial results on October 26, before trading begins on the New York Stock Exchange. Walden W. O'Dell and Kevin J. Krakora will discuss the results during a conference call scheduled to begin at 10 a.m. (ET) that day. The conference call will last approximately one hour. Participants should plan to dial in 15 minutes prior to the session. Details on the call are as follows:
Call-in numbers Passcode Time/Date Conference call (913) 981-4910 227045 10 a.m. (ET), 10/26/05 Call replay (719) 457-0820 227045 Begins: 1 p.m. (ET), 10/26/05 Ends: 5 p.m. (ET), 11/2/05
Live access to both calls is also available on Diebold's Web site at www.diebold.com. The replays can be accessed on the site for three months after the calls. Detailed financial information regarding Diebold's third quarter results will be available on the company's Web site. 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 restructuring and other 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. (more) PAGE 4/ DIEBOLD REDUCES OUTLOOK 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: o competitive pressures, including pricing pressures and technological developments; o changes in the company's relationships with customers, suppliers, distributors and/or partners in its business ventures; o changes in political, economic or other factors such as commodity prices, 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; o acceptance of the company's product and technology introductions in the marketplace; o unanticipated litigation, claims or assessments; o the company's ability to reduce costs and expenses and improve internal operating efficiencies; o 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; o changes in laws regarding the company's election systems products and services; o potential security violations to the company's information technology systems; o the company's ability to achieve benefits from its restructuring and other cost-reduction initiatives; and o other factors affecting the company's business beyond its control, including, without limitation, the occurrence of natural disasters. Diebold, Incorporated is a global leader in providing integrated self-service delivery and security systems 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/xxxx
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