-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, RVW1CaVn/LP8Q3fuRlnsB3V+ARAPQuTNPkSK5qIqnwnBy43stmkJIR4BmeOpF7xs b8wlFIyJQjJWTZA6lDWQFg== 0000725182-95-000018.txt : 19950608 0000725182-95-000018.hdr.sgml : 19950608 ACCESSION NUMBER: 0000725182-95-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950607 ITEM INFORMATION: Other events FILED AS OF DATE: 19950607 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AST RESEARCH INC /DE/ CENTRAL INDEX KEY: 0000725182 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 953525565 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13941 FILM NUMBER: 95545550 BUSINESS ADDRESS: STREET 1: 16215 ALTON PKWY CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7147274141 8-K 1 FORM 8-K DATED 06/07/95 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) JUNE 7, 1995 AST RESEARCH, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 0-13941 95-3525565 (Commission File Number) (IRS Employer Identification No.) 16215 ALTON PARKWAY IRVINE, CALIFORNIA 92718 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (714) 727-4141 NOT APPLICABLE (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS On June 7, 1995, the Company announced that it has set June 30, 1995 as the date for its special stockholder meeting to vote on the previously announced $377.5 million strategic investment in AST by Samsung Electronics Co., Ltd. The Company also announced that it has restated its historical financial results for the fiscal year ended July 2, 1994 and subsequent quarterly periods in connection with the SEC's review of AST's proxy materials for the special stockholder meeting. A copy of the press release is attached as Exhibit 99 to this Report, and is incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Sequential Number Description Page No. 99 Press release issued by the Registrant on June 7, 1995, announcing the special stockholder meeting date and the 3-6 restatement of the Company's fiscal 1994 financial statements and subsequent fiscal 1995 quarterly financial statements.
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. AST Research, Inc. _______________________________________ (Registrant) By BRUCE C. EDWARDS Bruce C. Edwards Executive Vice President and Chief Financial Officer Date: June 7, 1995 EX-99 2 FOR IMMEDIATE RELEASE Media Contact: Emory Epperson (714) 727-7958 Analyst Contact: Misty Ohmart (714) 727-7728 AST SETS SHAREHOLDER MEETING DATE TO APPROVE SAMSUNG TRANSACTION; RESTATES FISCAL 1994 FINANCIAL STATEMENTS IRVINE, Calif., June 7, 1995 -- AST Research (ASTA-NASDAQ) today announced it has set June 30, 1995 as the date for its special meeting of stockholders to vote on the previously announced $377.5 million strategic investment in AST by Samsung Electronics Co., Ltd. The record date for determining stockholders of record entitled to vote at the meeting is May 10, 1995. The proposed transaction is subject to approval of AST's stockholders at the special meeting and to certain approvals by the Korean government. All U.S. government approvals have been obtained. AST also announced it has filed documents with the SEC today to restate the company's historical financial results for fiscal year 1994, ended July 2, 1994, and subsequent quarterly periods. AST's restated financial statements reflect a change in the accounting for the acquisition of the PC manufacturing operations of Tandy Corporation. The restatement reflects a $33.6 million charge to cost of sales during the fourth quarter of fiscal year 1994 rather than an increase to goodwill as previously reported. The restatement is a non-cash adjustment that does not adversely impact AST's cash flows or working capital. The principal effect of the restatement will reduce AST's net income in the fourth quarter of fiscal year 1994 from a net income of $14.1 million to a net loss of $8.1 million. It also will increase pre-tax income in the first, second and third quarters of fiscal year 1995, as well as subsequent periods, by approximately $900,000 per quarter ($3.6 million per year) due to the reduction in amortization associated with the lower amount of goodwill. In addition, AST's total assets and shareholders' equity in the fourth quarter of fiscal year 1994 are reduced by $32.7 million and $22.2 million, respectively; however, there is no decrease in tangible net worth. AST also will be applying for a refund of income taxes previously paid as a result of the reduction in fiscal 1994 net income. As previously recorded, the Tandy acquisition was accounted for as a purchase, and accordingly, the cost of such acquisition was allocated to the assets and liabilities acquired based on their fair market value on the date of the acquisition. Included in the assets acquired was inventory relating to the GRiD pen-based product line. AST ultimately determined that the realizable value of the pen-based products inventory was significantly lower than that established in the preliminary valuation, and as part of its final purchase price allocation during the fourth quarter of fiscal year 1994, reallocated approximately $33.6 million of the purchase price from inventory to goodwill. AST was amortizing this goodwill over a 10-year period. The restatement occurred following discussions with the SEC in connection with the SEC's review of AST's proxy materials for the special stockholder meeting. "The Samsung transaction is of critical importance to the company and its shareholders," said Bruce Edwards, executive vice president and chief financial officer. "The restatement allows the company to mail its proxy materials and hold the special meeting to consider the transaction in a timely manner." AST also filed with the SEC today an amendment to its agreement with Samsung which will result in the issuance of additional shares of AST common stock (and in certain cases, preferred stock of AST) to Samsung if AST incurs uninsured or unreimbursed losses in excess of a certain threshold from any litigation based upon or arising out of the restatement. AST and Samsung also have amended their existing agreements to extend the period of time to July 31, 1995 to complete the investment and Samsung waived any breach of the agreements that may have been caused by the restatement. Attached is selected financial data relating to the statement of operations and balance sheet data from fiscal year 1994 and the quarter ended July 2, 1994, as previously reported, together with such data as restated. CORPORATE BACKGROUND AST Research Inc., a member of the Fortune 500 list of America's largest industrial and service companies, is one of the world's leading personal computer manufacturers. The $2.367 billion company develops PC products ranging from portable systems to superservers sold in more than 100 countries worldwide. Corporate headquarters is located at 16215 Alton Parkway, P.O. Box 57005, Irvine, Calif. 92619-7005. Telephone (714) 727-4141 or (800) 876-4278. Fax: (714) 727-9355. # # # AS REPORTED AND AS RESTATED FINANCIAL DATA Quarter Ended Fiscal 1994 July 2, 1994 AS REPORTED: Statement of Income Data Total revenue $2,367,274 $584,505 Total operating costs and expenses 2,280,593 566,790 Income tax expense 25,503 5,216 Net income $ 53,501 $ 14,122 Net income per share, fully diluted $ 1.59 $ .41 Balance Sheet Data Cash and cash equivalents $ 153,118 Inventories 333,729 Goodwill 61,912 Total assets 1,038,312 Total shareholders' equity 383,954 AS RESTATED: Statement of Income Data Total revenue $2,367,274 $584,505 Total operating costs and expenses 2,313,285 599,482 Income tax expense (benefit) 15,003 (5,284) Net income (loss) $ 31,309 $ (8,070) Net income (loss) per share, fully diluted $ .95 $ (.25) Balance Sheet Data Cash and cash equivalents $ 153,118 Inventories 333,729 Goodwill 29,220 Total assets $1,005,620 Total shareholders' equity 361,762 -----END PRIVACY-ENHANCED MESSAGE-----