-----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, OGZ2g85UFTUiSowqGJkqnzTuI2v5md+jTslBQ+x4S7ezsSssSi2K0uequk+Wh/Kw fnKcqsPEuBjMeCoiVWyQRQ== 0000912057-96-001424.txt : 19960207 0000912057-96-001424.hdr.sgml : 19960207 ACCESSION NUMBER: 0000912057-96-001424 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960201 ITEM INFORMATION: Other events FILED AS OF DATE: 19960206 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IOMEGA CORP CENTRAL INDEX KEY: 0000352789 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 860385884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11963 FILM NUMBER: 96511411 BUSINESS ADDRESS: STREET 1: 1821 W IOMEGA WAY CITY: ROY STATE: UT ZIP: 84067 BUSINESS PHONE: 8017781000 MAIL ADDRESS: STREET 1: 1821 WEST IOMEGA WAY CITY: ROY STATE: UT ZIP: 84067 8-K 1 8-K 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) February 1, 1996 Iomega Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware -------------------------------------------- State or other jurisdiction of incorporation 0-11963 86-0385884 ------------------------ -------------------------------- (Commission File Number) (IRS Employer Identification No.) 1821 West Iomega Way, Roy, Utah 84067 ------------------------------------------------------ Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (801) 778-1000 -------------- This is Page 1 of 9 pages Exhibit Index is on Page 4 Item 5. Other Events On February 1, 1996, Iomega Corporation (the "Corporation") issued a press release entitled "Iomega Announces Public Offering on Hold", a copy of which is attached hereto as an exhibit and incorporated herein by reference. On February 5, 1996, the Corporation mailed to stockholders of the Corporation a letter, a copy of which is attached hereto as an exhibit and incorporated herein by reference. -2- 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. IOMEGA CORPORATION Dated: By: /s/ Leonard C. Purkis --------------------- -------------------------------- -3- EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ----------- -------- 99.1 Press Release issued February 1, 1996 99.2 Letter to Stockholders, dated February 5, 1996 -4- EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE IOMEGA FOR MORE INFORMATION CONTACT: Iomega Corporation Investor Relations (801) 778-3585 Kalt, Rosen & Associates, Inc. (415) 397-2686 FOR IMMEDIATE RELEASE IOMEGA ANNOUNCES PUBLIC OFFERING ON HOLD ROY, UTAH, FEBRUARY 1, 1996 -- Iomega Corporation (NASDAQ:IOMG), with the concurrence of their investment bankers, today announced that due to confusion in the market place and volatility of the stock price, its planned public offering has been placed on hold. The Company reiterated that it will require financing to fund its growth and is reviewing alternatives available to it, including proceeding with a public offering at a later point in time. Company president Kim B. Edwards stated that "although component issues continue to limit our ability to ramp production, demand for our products remains strong. We believe that the decision to defer the offering is in the best interests of our shareholders." Iomega Corporation provides personal computer storage solutions that help people manage their computer stuff -- anywhere. These solutions include: Zip drives and disks; Jaz one-gigabyte drives and disks; Ditto tape backup drives and tape cartridges; and the Bernouli line of removable drives and disks. Used in homes, business, government and education, and by creative professionals, Iomega storage solutions are available through computer retail stores, resellers and major distributors. The Company can be reached at 800-MY-STUFF (800-697-8833) or 801-778-1000. # # # Iomega and Bernoulli are registered trademarks of, and Zip, Ditto, Jaz and the Iomega logo are trademarks of, Iomega Corporation. All other company and product names are marks of their respective companies. [LOGO] Iomega Corporation 1821 West Iomega Way Roy, Utah 84067 EX-99.2 3 EXHIBIT 99.2 Exhibit 99.2 IOMEGA February 5, 1996 LETTER FROM THE PRESIDENT AND CHIEF EXECUTIVE OFFICER Dear Fellow Shareholders: On February 1, we announced that we were placing our planned stock offering on hold. This was a decision made after extensive discussions with our investment bankers. As a result of this abrupt change in plans, I feel that we need to keep you informed of the basis for our decision and our future course of action. With that in mind, we have attached a copy of our press release regarding placing the offering on hold and the following list of questions and answers to address the confusion and misinformation in the market place regarding the offering: WAS THE OFFERING PLACED ON HOLD BECAUSE OF ACCOUNTING IRREGULARITIES AT THE COMPANY? No. The Company's audited financial statements for the year ended December 31, 1995 have been filed with the SEC and are publicly available. The Company's 1995 financial statements do not reflect any changes in accounting policy from the prior year. WHY DID YOU PLACE THE OFFERING ON HOLD? As mentioned in the news release, there was too much confusion in the marketplace, including significant misinformation. Several misleading articles and confusing and conflicting rumors were making it difficult for us to effectively communicate with potential investors. In addition, there continue to be uncertainties affecting the Company's ability to satisfy demand, including, for example, the ongoing component shortages confronting the Company. After discussions with our investment bankers, we concluded that it was not in the best interest of our shareholders to proceed with the offering at this time. The road show is intended to be an opportunity for us to present and sell the Company to potential investors. Our investment bankers believed that instead of focusing on the business of the Company, we would find ourselves responding to rumors and misinformation. WILL YOU PROCEED WITH THE OFFERING, AND, IF SO, WHEN? Since we are reviewing all options available to us, we cannot be that specific at this time. However, we are continuing to review all forms of financing to allow us to continue our growth. While the withdrawal of the offering was a setback, we are working on obtaining financing to meet our short- and long-term capital needs. Our investment and commercial bankers are actively involved in helping us formulate our short- and long-term financing strategy. [LOGO] IOMEGA CORPORATION 1821 West Iomega Way Roy, Utah 84067 TEL 801-778-1000 FAX 801-778-3190 WHAT DO YOU MEAN BY CONFUSION AND MISINFORMATION? There have been many rumors and incorrect stories about the Company published in the newspapers and on-line services. For example, several recently published articles contained incorrect information about alleged changes in the Company's policy of reserving against receivables. Our 1995 results have been audited by Arthur Andersen and have received an unqualified opinion. Had we changed accounting methods, we would have been obligated to disclose this. The assertion that our bad debt reserve had been reduced from $3.5 million at the end of the third quarter to $1.9 million at the end of the fourth quarter was untrue, starting with the fact that our third quarter bad debt reserve was only $1.5 million, not the rumored $3.5. Our methodology for calculating bad debt reserve was the same in the fourth quarter as it was in the third. There have been additional rumors regarding our inventory reserve and level of inventory. We believe that our obsolescence reserve is properly stated. In fact, we increased our reserves against inventories by a significant amount in the fourth quarter. Inventories are high because, as we rapidly grow sales, we frequently find ourselves with having an imbalance in our inventories. An imbalance means that we may have all but one (or a few) of the components to build a drive. But, because of the missing components(s), we cannot build the drive. Since the manufacturing cycle time is very short, it does not pay to start the build. This imbalance obviously results in a high level of component inventory. The reason for the low level of finished goods inventory is that the sell through of our products has been very good which results in low finished goods. In fact, we still are unable to build enough Zip drives to satisfy current demand. IS THE COMPANY RUNNING OUT OF MONEY? The Company will require additional financing during the first half of 1996 in order to fund its growth plans. We are continuing to review all financing alternatives to allow us to continue our growth. This includes the possibility of proceeding with the public offering at some point in the future. Our investment bankers continue to be involved in formulating our financing strategy. Sincerely, Kim B. Edwards PRESIDENT AND CHIEF EXECUTIVE OFFICER [LOGO] -----END PRIVACY-ENHANCED MESSAGE-----