-----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, HySjoaDLlLuGMrvj/4q8mu6T+lLPVOwyUCgn0Gfz0DaHozqkudD8KZLDFF+FtCR8 hPHnXajIyKkDvF5vvICcJA== 0001157523-06-005645.txt : 20060530 0001157523-06-005645.hdr.sgml : 20060529 20060530090134 ACCESSION NUMBER: 0001157523-06-005645 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060530 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060530 DATE AS OF CHANGE: 20060530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERDIGITAL COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000354913 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 231882087 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11152 FILM NUMBER: 06872096 BUSINESS ADDRESS: STREET 1: 781 THIRD AVE CITY: KING OF PRUSSIA STATE: PA ZIP: 19406-1409 BUSINESS PHONE: 6108787800 MAIL ADDRESS: STREET 1: 781 THIRD AVE CITY: KING OF PRUSSIA STATE: PA ZIP: 19406-1409 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MOBILE MACHINES CORP DATE OF NAME CHANGE: 19920703 8-K 1 a5158039.txt INTERDIGITAL COMMUNICATIONS 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): May 30, 2006 ------------------------ InterDigital Communications Corporation (Exact name of registrant as specified in its charter) Pennsylvania 1-11152 23-1882087 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 781 Third Avenue, King of Prussia, PA 19406-1409 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 610-878-7800 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 2.02. Results of Operations and Financial Condition. (a) On May 30, 2006, InterDigital Communications Corporation issued a press release providing revenue guidance for second quarter 2006. A copy of the press release is attached hereto as Exhibit 99.1. Item 8.01. Other Events. In May 2006, we resolved a dispute with Panasonic Mobile Communications Co., Ltd. (formerly known as Matsushita Communications Industrial Co., Ltd.) (Panasonic) regarding royalty payment provisions under our 2001 CDMA (including 3G) patent license agreement. As part of the resolution of this matter, Panasonic agreed that, through December 31, 2005, they had exhausted $12.0 million against an advance payment on royalties of $19.5 million made in 2001. Prior to the resolution, the parties had disagreed as to whether or not certain Panasonic licensed products infringed one or more of our licensed patents, which would have triggered Panasonic's royalty obligations. As a result, we had not recognized any of the $19.5 million advance royalty payment as revenue. We will recognize the $12.0 million exhaustion as revenue in second quarter 2006 along with per-unit royalties to be reported by Panasonic related to their sales of licensed products in first quarter 2006. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press release dated May 30, 2006. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. INTERDIGITAL COMMUNICATIONS CORPORATION By: /s/ Richard Brezski ------------------- Richard Brezski Controller Dated: May 30, 2006 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release dated May 30, 2006 EX-99.1 2 a5158039ex991.txt INTERDIGITAL COMMUNICATIONS EXHIBIT 99.1 Exhibit 99.1 InterDigital Issues Revenue Guidance for Second Quarter 2006; Solid Recurring Royalties and Recognition of Nokia Revenue Benefit Quarter KING OF PRUSSIA, Pa.--(BUSINESS WIRE)--May 30, 2006--InterDigital Communications Corporation (Nasdaq:IDCC) today announced that it expects total second quarter 2006 revenue to be in the range of approximately $291 million to $293 million. Expected revenues for second quarter 2006 include the following approximate amounts: -- $228 million associated with the resolution of a dispute with Nokia related to a prior patent license agreement, -- $50 million to $51 million of recurring patent license royalty revenue from its base of existing licensees, -- $12 million of patent license royalty revenue related to resolution of a licensing matter with Panasonic, and -- $1 million to $2 million of revenue related to technology solution agreements. Additionally, InterDigital expects to recognize the balance of the revenue related to Nokia's $253 million payment this year, recording $12.5 million per quarter in each of third and fourth quarter 2006. Panasonic is obligated to provide InterDigital a royalty report for first quarter 2006 sales. As InterDigital has not yet received the report, the second quarter 2006 forecast does not include per unit royalties from Panasonic. Richard Fagan, InterDigital's Chief Financial Officer, noted, "We continue to benefit from solid contributions from our existing base of patent licensees and we remain optimistic about our prospects for growth as we continue to capitalize on opportunities in the growing 3G market. While the recognition of a large portion of the payment from Nokia in the second quarter will create an unusual quarter, the payment provides further validation as to our ability to generate value from our intellectual contributions to the wireless industry." About InterDigital InterDigital Communications Corporation designs, develops and provides advanced wireless technologies and products that drive voice and data communications. InterDigital is a leading contributor to the global wireless standards and holds a strong portfolio of patented technologies which it licenses to manufacturers of 2G, 2.5G, 3G and 802 products worldwide. Additionally, the company offers baseband product solutions and protocol software for 3G multimode terminals and converged devices, delivering time-to-market, performance and cost benefits. The company's financial strength and solid revenue base contribute to the continued investment in innovation and development that will shape the next generation of wireless technology. For more information, visit the InterDigital website: www.interdigital.com. This press release contains forward-looking statements regarding our current beliefs, plans and expectations as to second quarter 2006 revenue including revenues from Nokia, recurring patent licensing royalties and revenues from technology solution agreements and prospects for growth. Forward-looking statements are subject to risks and uncertainties. Actual outcomes could differ materially from those expressed in or anticipated by such forward-looking statements due to a variety of factors including, but not limited to, the receipt of new royalty reports from current licensees, unanticipated revisions to our expectations as to our progress toward completion of our agreements with General Dynamics and Philips, and the ability to enter into new patent license and product agreements in 2006. InterDigital is a registered trademark of InterDigital Communications Corporation. CONTACT: InterDigital Communications Corporation Media Contact: Jack Indekeu, 610-878-7800 jack.indekeu@interdigital.com or Investor Contact: Janet Point, 610-878-7800 janet.point@interdigital.com -----END PRIVACY-ENHANCED MESSAGE-----