-----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, WVnq94t8jDjrEoCH8Zv+yAxjcfCq8LQ2TcSVSeNpQPMD7Wl53u8VydTEnv0pqr4V +3QG7Dfiahmtcp4OdhpW5g== 0001157523-07-009550.txt : 20071001 0001157523-07-009550.hdr.sgml : 20071001 20071001122026 ACCESSION NUMBER: 0001157523-07-009550 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070928 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Material Impairments ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071001 DATE AS OF CHANGE: 20071001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INNOVEX INC CENTRAL INDEX KEY: 0000050601 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 411223933 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13143 FILM NUMBER: 071144883 BUSINESS ADDRESS: STREET 1: 3033 CAMPUS DRIVE STREET 2: SUITE E180 CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 763-383-4000 MAIL ADDRESS: STREET 1: 3033 CAMPUS DRIVE STREET 2: SUITE E180 CITY: PLYMOUTH STATE: MN ZIP: 55441 8-K 1 a5506009.txt INNOVEX, INC. 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): September 28, 2007 Innovex, Inc. ---------------------------------------------- (Exact name of Registrant as Specified in its Charter) Minnesota ---------------------------------------------- (State Or Other Jurisdiction Of Incorporation) 000-13143 41-1223933 - ---------------------------------------- ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 3033 Campus Drive, Suite E180 Plymouth, MN 55441 - ---------------------------------------- ------------------------------------ (Address Of Principal Executive Offices) (Zip Code) (763) 479-5300 ---------------------------------------------- Registrant's Telephone Number, Including Area Code 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 (see General Instruction A.2. below): |_| 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)) Items under Sections 1, 3 through 8 are not applicable and therefore omitted. ITEM 2.02 Results Of Operations And Financial Condition. The Company hereby furnishes a press release issued on October 1, 2007 and attached hereto as Exhibit 99.1 disclosing material non-public information regarding the Company's results of operations for the quarter ending September 29, 2007. ITEM 2.05 Costs Associated with Exit or Disposal Activities On September 28, 2007, the board of directors approved a plan to relocate its corporate office to Thailand during the first quarter of fiscal 2008. As part of the relocation, most administrative, sales and engineering functions will be relocated to Asia. The Company will retain key sales and engineering resources in the U.S. to support its U.S. based customers. In addition, the Company plans to achieve additional cost savings by discontinuing manufacturing activity at its Korat, Thailand facility as the Flex Suspension Assembly product reaches its end of life by the end of the fiscal 2008 second quarter. The restructuring charge could total up to $4.1 million over the next twelve months. Included in the total are non-cash asset impairment charges of $0.4 million that will be recorded in the fiscal 2007 fourth quarter. The remaining expected restructuring charges will be recorded as the liabilities are incurred over the next twelve months. The additional cash related charges are expected to include severance costs of up to $2.6 million and contract termination and asset transfer costs of up to $1.1 million. As part of the transition, Terry Dauenhauer, currently Senior Vice President and Chief Operating Officer, is expected to assume the title of President on or about December 15, 2007. William P. Murnane will continue to serve as Chairman of Innovex's board of directors and will continue to be responsible for Innovex's strategic direction. The Company expects annual cost savings of over $6.0 million once the transition is complete with interim cost savings being realized as the transition is completed. Capital expenditures related to the restructuring plan will be minimal. ITEM 2.06 Material Impairments On September 28, 2007, the Company's board of directors approved a plan to relocate its corporate office to Thailand and discontinue manufacturing activity at its Korat, Thailand facility as the Flex Suspension Assembly product reaches its end of life by the end of the fiscal 2008 second quarter. As a result, based on management's review of long lived assets as of September 28, 2007, it was determined that the value of the Company's assets located at its Plymouth, Minnesota office and manufacturing equipment used for Flex Suspension Assembly production were impaired. The assets were written down to their estimated recoverable value as discussed in Item 2.05. ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On September 28, 2007, the Company's board of directors approved a plan to relocate its corporate office to Thailand As part of the transition, Terry Dauenhauer, currently Senior Vice President and Chief Operating Officer, is expected to assume the title of President on or about December 15, 2007. William P. Murnane will continue to serve as Chairman of Innovex's board of directors and will continue to be responsible for Innovex's strategic direction. ITEM 9.01 Financial Statements and Exhibits. Exhibit No. Description - ----------- -------------------------------------------------------------- 99.1 Press Release issued October 1, 2007 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, thereunto duly authorized. INNOVEX, INC. By: /s/ Douglas W. Keller -------------------------- Douglas W. Keller Vice President, Finance Date: October 1, 2007 EX-99.1 2 a5506009_ex991.txt INNOVEX, INC. EXHIBIT 99.1 Exhibit 99.1 Innovex Relocates Corporate Office to Thailand COO Dauenhauer to Become President & CEO Murnane to Continue as Chairman of the Board Company Is Experiencing Strong Sequential Revenue Growth Expects Positive EBITDA in First Half of Fiscal 2008 and Positive Operating Income in Second Half of Fiscal 2008 PLYMOUTH, Minn.--(BUSINESS WIRE)--Oct. 1, 2007--Innovex (Nasdaq:INVX) today announced steps to strengthen its presence in Asia and significantly lower its cost structure by relocating many of its corporate business functions to Lamphun, Thailand by January 2008. William P. Murnane will continue to serve as Chairman of Innovex's board of directors and will continue to be responsible for Innovex's strategic direction. "Asia is the hub of electronic manufacturing," stated Murnane. "Innovex derives the vast majority of its revenue from this region and nearly 100 percent of our customers' factories are located in Asia. In addition, our banking partners and most of our suppliers are also based there. Now that we have successfully transferred all of our manufacturing operations to Thailand, it is only logical that we move our corporate offices there to be closer to our customers, suppliers, banking partners and other business partners that are important to our business. The growth in electronics projected for this region presents tremendous opportunities for Innovex, and we need to be closer to these opportunities to fully capitalize on them." In connection with the relocation plan, the Company's Board of Directors plans to appoint Terry Dauenhauer, currently Senior Vice President and Chief Operating Officer, to the role of President and Chief Executive Officer on or about December 15, 2007. He will be responsible for execution of the company's business strategy and will oversee all day-to-day operations of the company. Mr. Dauenhauer joined Innovex in 2003 as COO, a position he has held for the past four years. Prior to joining Innovex, Mr. Dauenhauer spent five years at Seagate Technology where he held vice president positions responsible for world wide disk drive product performance and Thailand manufacturing operations. Prior to working at Seagate, he was President of Alphatec and President of NS Electronics, both Thailand based contract manufacturers. Mr. Dauenhauer also held senior engineering and operations positions at National Semiconductor, Fairchild Semiconductor and Texas Instruments. He holds a BS in Electrical Engineering from the University of Illinois and studied Business Administration at the University of Dallas. "We are fortunate to have such a capable and seasoned executive ready to expand his corporate leadership role at Innovex," commented Murnane. "Terry has been the driving force behind a strong management team that has transitioned the company into a high quality, low cost provider of high technology flexible circuit solutions. Terry is well qualified and prepared for his new responsibilities." As part of the relocation, most administrative, sales and engineering functions will be relocated to Asia. The Company will retain key sales and engineering resources in the U.S. to support its U.S. based customers. In addition, the Company plans to achieve additional cost savings by discontinuing manufacturing activity at its Korat, Thailand facility as the Flex Suspension Assembly product reaches its end of life by the end of the fiscal 2008 second quarter. Restructuring charges related to these changes could total up to $4.0 million over the next six months. Included in the total are non-cash asset impairment charges of $300,000 related to the disposition of assets at the Korat location. The remaining expected restructuring charges of approximately $3.7 million are primarily comprised of severance of $2.6 million and contract termination and asset transfer costs of $1.1 million. Most of these charges will be recorded in the fiscal 2008 first quarter with the remainder recorded as the liabilities are incurred over the next six months. Capital expenditures related to the changes will be minimal. The Company expects annual cost savings of at least $6.0 million related to these changes by the end of the fiscal 2008 second quarter. Virtually all of the savings will be cash related. Approximately 80% of the savings are expected to reduce general and administrative expenses while the remaining savings will reduce cost of goods sold. The company expects sequential quarterly revenue growth of at least 20 percent in the fourth quarter of fiscal 2007 and the first quarter of fiscal 2008 as a result of previously announced new AFC qualifications and new product ramps. Revenue growth combined with the additional cost savings generated by relocating corporate offices to Thailand is expected to allow the company to generate positive EBITDA during the first half of fiscal 2008 and positive operating income during the second half of fiscal 2008. Conference Call Innovex will conduct a conference call for investors beginning at 11:00 a.m. Eastern Time (ET) on Monday, October 1, 2007. During the conference call, Mr. Murnane and senior managers will discuss the Company's future. To listen to the live conference call, dial 785-830-1916 and ask for conference ID "Innovex." A replay of the call will be available 12:00 p.m. ET on Monday, October 1, 2007 through 11:59 p.m. ET on Wednesday, October 3, 2007. To access the replay, dial 402-220-1347 and ask for conference ID "Innovex." About Innovex, Inc. Innovex, Inc. is a leading manufacturer of high-density flexible circuit-based electronic interconnect solutions. Innovex's products enable the miniaturization and increasing functionality of high technology electronic devices. Applications for Innovex's products include data storage devices such as hard disk drives and tape drives, liquid crystal displays for mobile telecommunication devices, flat panel displays and printers. Innovex is known worldwide for its advanced technology and world class manufacturing. Safe Harbor for Forward Looking Statements Except for historical information contained herein, the matters discussed in this press release are forward looking statements that involve risks and uncertainties, including the timely availability and acceptance of new products, the impact of restructuring charges, difficulties in transitioning corporate business functions to Thailand, changes in product mix, the impact of competitive products and pricing, effect of world-wide economic conditions on flexible circuit demand, changes in manufacturing efficiencies, fluctuations in financial results and other risks detailed from time to time in the Company's reports filed with the Securities and Exchange Commission. CONTACT: INNOVEX, INC. Douglas W. Keller, VP - Finance, 763-383-4000 Facsimile: 763-383-4091 http://www.innovexinc.com -----END PRIVACY-ENHANCED MESSAGE-----