-----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, DXYnpG0mo1h8jYF/VpfzwHVHz3wIIZr8lTTm63OSzEgx49DoJYDFiGeGRUX+AXY0 CxfmCnlZs/amCZObvjIeFw== 0000950137-06-011178.txt : 20061019 0000950137-06-011178.hdr.sgml : 20061019 20061019141516 ACCESSION NUMBER: 0000950137-06-011178 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061017 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20061019 DATE AS OF CHANGE: 20061019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANDREW CORP CENTRAL INDEX KEY: 0000317093 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 362092797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14617 FILM NUMBER: 061153047 BUSINESS ADDRESS: STREET 1: 3 WESTBROOK CORPORATE CENTER, SUITE 900 CITY: WESTCHESTER STATE: IL ZIP: 60154 BUSINESS PHONE: (708) 236-6600 MAIL ADDRESS: STREET 1: 3 WESTBROOK CORPORATE CENTER, SUITE 900 CITY: WESTCHESTER STATE: IL ZIP: 60154 8-K 1 c09228e8vk.htm CURRENT REPORT e8vk
 

 
 
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) October 17, 2006
ANDREW CORPORATION
(Exact name of registrant as specified in its charter)
         
DELAWARE
(State or other jurisdiction
of incorporation) 		  001-14617
(Commission File Number) 		  36-2092797
(I.R.S. Employer
Identification No.)
3 Westbrook Corporate Center, Suite 900 Westchester, IL 60154
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (708) 236-6600
None
 
(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:
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))
 
 

 

 

Item 7.01 Regulation FD Disclosure
     On October 17, 2006, a Reuters news article was published based in part on an interview given by Ralph Faison, Chief Executive Officer of Andrew Corporation (“Andrew” or the “Company”), while traveling in China. This Form 8-K is being furnished to clarify certain statements in the article. The article stated that the Company “aimed to boost its operational margins to 10 percent within 3 years from 6.2 percent at the end of 2005 by continuing to restructure and outsource its business.” Andrew hereby clarifies that in the interview Mr. Faison discussed the Company’s previously disclosed “long-term goal” of achieving 10 percent operating income without stating a specific timetable. Mr. Faison separately noted in response to a different question in another context that in the technology industry “long-term” can be as little as three to five years. The article also stated that the Company “would continue to outperform the industry’s anticipated high single-digit percentage growth in the coming years with 10-15 percent growth.” Andrew hereby clarifies that the quantitative growth rates mentioned by Mr. Faison in the interview referred to the Company’s revenue growth in certain historical periods and were not a quantitative forecast of future growth rates and should not be relied upon as such. While Andrew continues to target growth at higher than anticipated industry growth rates, the Company does not as a matter of policy provide long-term quantitative forecasts of anticipated Company and industry growth rates.
     Investors should refer to the Company’s periodic filings with the SEC for information regarding the Company’s business and operating and financial performance. The Company assumes no responsibility for, and undertakes no obligation to correct or update, inaccurate media reports regarding this or other matters except to the extent required by law. The information contained herein is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless the Company specifically incorporates it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By filing this Current Report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this Current Report on Form 8-K.
*       *       *       *
     Cautionary Statement Regarding Forward-Looking Statements. Statements in this Form 8-K that are not historical, including statements regarding operating margins and growth rates, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s current, preliminary, expectations and are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. These risks and uncertainties include the effectiveness, timing and cost of the Company’s production changes, and other general economic and market factors. Other risks and uncertainties are set forth in the Company’s Form 10-K for the year ended September 30, 2005, and other documents filed with the Securities and Exchange Commission. The forward-looking statements are made only as of the date of this Form 8-K, and the Company disclaims any obligation to revise these forward-looking statements or to provide any updates regarding information contained in this release resulting from new information, future events or otherwise except to the extent required by law.

 

 

SIGNATURE
     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.
         
  ANDREW CORPORATION
 		  
Date: October 18, 2006  By:   /s/ Marty Kittrell    
    Marty Kittrell   
    Chief Financial Officer   
 

 

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