-----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, HDLOhBn1ogfW5lXxzBV8iU+JkXHZsgj0+kT01yleeS7P6HOO/JXjxY0CYxpMaZaf zcuY66tekUcOx2TZQkJlCA== 0000950150-96-000737.txt : 19960729 0000950150-96-000737.hdr.sgml : 19960729 ACCESSION NUMBER: 0000950150-96-000737 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960725 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960726 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUARTERDECK CORP CENTRAL INDEX KEY: 0000707668 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954320650 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19207 FILM NUMBER: 96599683 BUSINESS ADDRESS: STREET 1: 13160 MINDANAO WAY CITY: MARINA DEL REY STATE: CA ZIP: 90292 BUSINESS PHONE: 3103093700 MAIL ADDRESS: STREET 1: 13160 MINDANAO WAY CITY: MARINA DEL RAY STATE: CA ZIP: 90292 FORMER COMPANY: FORMER CONFORMED NAME: QUARTERDECK OFFICE SYSTEMS INC DATE OF NAME CHANGE: 19940510 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 25, 1996 QUARTERDECK CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 0-19207 95-4320650 (STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER JURISDICTION OF NUMBER) IDENTIFICATION NO.) INCORPORATION) 13160 Mindanao Way, Marina del Rey, California 90292 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 309-3700 2 ITEM 5. OTHER EVENTS. On July 25, 1996, Quarterdeck Corporation issued a press release with respect to results for the third quarter ended June 30, 1996. A copy of the press release dated July 25, 1996 is filed as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99.1 July 25, 1996 press release. Page 2 of 3 pages 3 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. QUARTERDECK CORPORATION, a Delaware corporation By: /s/ FRANK R. GREICO -------------------------- Name: Frank R. Greico Title: Senior Vice President and Chief Financial Officer July 25, 1996 Page 3 of 3 pages EX-99.1 2 JULY 25, 1996 PRESS RELEASE 1 Contacts: Frank Greico/Ellen Spooren Jim Lucas Quarterdeck Corporation Johnnie D. Johnson & Co., Inc. (310) 309-4261 (213) 626-4848 ellen@quarterdeck.com 73531.1041@compuserve.com QUARTERDECK CORPORATION ANNOUNCES SHARPLY LOWER SALES AND SUBSTANTIAL OPERATING LOSS FOR 3Q ACCELERATES RESTRUCTURING, INTRODUCES NEW PRODUCTS TO RESTORE PROFITABILITY AND GROWTH MARINA DEL REY, Calif., July 25 -- Quarterdeck Corporation (NASDAQ: QDEK), a leading developer and marketer of PC utilities and Internet software, today announced sharply lower sales and a substantial operating loss for the third quarter ended June 30, 1996. As the company stated on June 13, the losses were due primarily to a significant decline in sell-through levels for memory-management products that the company is about to update; a decline to historic rates of sell-through of PROCOMM PLUS data communications software following unusually high sales after a new-product launch in the prior quarter; and slower than planned integration of acquisitions. Results, in millions of dollars except per-share data, as restated for acquisitions, were:
3Q 3Q 9 mo. 9 mo. 96 95* 96* 95* -- --- --- ---- Net revenues $16.0 $28.1 $105.7 $86.3 Operating income (loss) (26.9) 3.4 (15.4) 13.7 Net income (loss) (22.9) .5 (19.4) 11.0 Net income (loss) per share before one-time charges (0.68) 0.12 (0.37) 0.46 Income (loss) per share (0.73) 0.02 (0.62) 0.35
* = as restated for acquisitions Gaston Bastiaens, president and chief executive officer of Quarterdeck, said, "In the fourth quarter, we are introducing new versions of many of the strongest products at the core of our franchise and accelerating our restructuring to restore growth and profitability. Despite this major correction, we still expect to return to a revenue level in the fiscal fourth quarter that will enable the company to exceed 30% revenue growth in fiscal 1996 over the previous 2 year." Bastiaens added, "Beginning in 1995, we set strategies to build a diverse and balanced product portfolio. We continue to strengthen our position in profitable utilities software markets, and to focus as well on the most promising new Internet software solutions. In fact, for the first time, in the third quarter, Internet products accounted for more than half of our revenues." The operating results reflect additional reserves for sales returns and allowances of $4.2 million above normal reserves. In addition, the balance sheet reflects non-cash charges of $4.5 million for accrued liabilities that include reserves for inventory, capitalized third-party software costs and prepaid royalties, legal expenses, and bad debts. Quarterdeck ended the quarter with $14.4 million in cash. After the close of the third quarter, Quarterdeck further strengthened its utilities line and distribution reach with the accretive acquisition of Vertisoft Systems, Inc., which had fiscal-year revenues of approximately $16 million. Its products include utilities such as Remove-It and the recently launched Vertisoft Fix-It, a Windows 95 repair program. Vertisoft's direct-mail marketing organization complements Quarterdeck's telemarketing operation (Quarterdeck Select Corporation), enhancing distribution by providing a new channel for selling Internet and utilities products. In the fourth quarter, the company expects to launch upgrades of its established utilities products, MagnaRAM, CleanSweep and HiJaak Pro. Also, in the coming months, the company expects to ship a 32-bit version of PROCOMM PLUS; an upgrade of QEMM; and an advanced version of WebCompass, an Internet information management tool. The company accelerated its previously announced restructuring program. Through the reduction of overlapping positions, the company already has eliminated more than half of the positions that are planned for the 11% head count reduction to be completed during the fourth quarter. The elimination of redundant positions, the consolidation of facilities and the consolidation of the management structure into the Utilities and Internet divisions has resulted in a reduction of ongoing operating costs in excess of $20 million on an annualized basis. 3 FORWARD-LOOKING STATEMENT: When used in the preceding discussion, the word "expected" and similar conditional expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed in any of the forward-looking statements. Such risks and uncertainties include, but are not limited to, conditions in the general economy or the software industry, the timely development and market acceptance of products and technologies, competitive factors, demand for memory-management software products, sell-through of products in the sales channels, successful integration of acquisitions, the ability to secure additional sources of financing, and other risks described from time to time in Quarterdeck's SEC reports and filings. ABOUT QUARTERDECK CORPORATION Quarterdeck Corporation is a pioneer in the development of software products in the utilities and Internet areas. The company leads the industry in bringing utilities solutions to the Windows environments, and offers an entire line of powerful, next-generation Internet and communications tools for corporate, small business and individual users. Quarterdeck Corporation is headquartered at 13160 Mindanao Way, Marina del Rey, CA 90292. Its European headquarters are in Dublin, Ireland, with other offices in England, France and Australia. Further product availability and pricing information may be obtained by calling (310) 309-3755, by accessing Quarterdeck's Internet Web site is at http://www.quarterdeck.com/, or by sending an email request to info@quarterdeck.com/. Quarterdeck, QEMM, HiJaak, Remove-It, DATASTORM and PROCOMM PLUS are registered trademarks of Quarterdeck Corporation or its subsidiaries. WebCompass, MagnaRAM, CleanSweep, Vertisoft Fix-It and Vertisoft are trademarks of Quarterdeck Corporation or its subsidiaries. All other brand and product names are trademarks or registered trademarks of their respective companies. # # # 4 QUARTERDECK CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (AMOUNTS IN THOUSANDS) ASSETS
June 30, September 30, 1996 1995 (Unaudited) ============ ============== Current assets Cash and short-term investments $14,409 $39,669 Trade accounts receivable 12,623 13,621 Refundable income taxes 3,284 -- Deferred tax asset 4,515 2,178 Inventories 3,376 2,281 Other current assets 5,021 4,006 ------------ -------------- Total current assets 43,228 61,755 Building 8,720 -- Note receivable from related party - building -- 469 Equipment and leasehold improvements 11,897 8,335 Capitalized software costs 4,433 2,807 Other assets 8,795 3,333 ------------ -------------- $77,073 $76,699 ============ ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $7,855 $13,582 Accrued liabilities 17,331 14,973 Current portion of long-term obligations 17 255 Accrued acquisition, restructuring, and other charges 3,380 3,455 ------------ -------------- Total current liabilities 28,583 32,265 Convertible notes payable and other long-term obligations 25,114 164 Stockholders' equity 23,376 44,270 ------------ -------------- $77,073 $76,699 ============ ==============
5 QUARTERDECK CORPORATION AND SUBSIDIARIES CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF OPERATIONS (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
Three months ended Nine months ended June 30, June 30, 1996 1995 1996 1995 ========================= ========================== Net Revenues 16,022 28,091 105,683 86,302 Less: Cost of Revenues 11,252 8,120 36,045 25,008 ------------------------- -------------------------- Gross Margin 4,770 19,971 69,638 61,294 Operating Expenses Research & Development 5,365 3,937 15,875 10,540 Sales & Marketing 17,089 7,699 48,253 21,320 General & Administrative 9,216 4,913 20,907 15,780 ------------------------- -------------------------- Total Operating Expenses 31,670 16,549 85,035 47,640 ------------------------- -------------------------- Operating Income (loss) before one-time charges (26,900) 3,422 (15,397) 13,654 Other income, net 1,305 1,718 1,279 ------------------------- -------------------------- Income (loss) before taxes & one-time charges (25,595) 4,022 (13,679) 14,933 Provision (benefit) for income taxes (4,045) (2,058) 468 ------------------------- -------------------------- Income (loss) before one-time charges (21,550) 3,786 (11,621) 14,465 Acquisition, restructuring and other one-time 1,660 3,459 9,130 3,603 Tax (benefit) from acquisition and other one-time (262) (1,373) (113) ------------------------- -------------------------- Net Income (loss) $ (22,948) $ 530 $ (19,378) $ 10,975 ========================= ========================== Net Income (loss) per share before one-time chgs $ (0.68) $ 0.12 $ (0.37) $ 0.46 ========================= ========================== Net Income (loss) per share $ (0.73) $ 0.02 $ (0.62) $ 0.35 ========================= ========================== Shares used to compute net income (loss) per share 31,547 30,649 31,421 31,501 ========================= ==========================
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