-----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, Wh1YLdGjcWPzHxMycLHRepLD7xGZ/R39rCCHcM6gJXClDauxR5n/6f8ZiAHpEoSn l5sSlKgiQXV/NTArM5W2mw== 0000738076-98-000006.txt : 19980309 0000738076-98-000006.hdr.sgml : 19980309 ACCESSION NUMBER: 0000738076-98-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980305 ITEM INFORMATION: FILED AS OF DATE: 19980306 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3COM CORP CENTRAL INDEX KEY: 0000738076 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 942605794 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-12867 FILM NUMBER: 98558606 BUSINESS ADDRESS: STREET 1: 5400 BAYFRONT PLZ CITY: SANTA CLARA STATE: CA ZIP: 95052-8145 BUSINESS PHONE: 4087645000 MAIL ADDRESS: STREET 1: 5400 BAYFRONT PLAZA CITY: SANTA CLARA STATE: CA ZIP: 95052-8145 8-K 1 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): March 5, 1998 ------------------ 3Com Corporation (Exact name of registrant as specified in its charter) Delaware 0-12867 94-2605794 (State or other jurisdiction of (Commission File (I.R.S. Employer) incorporation or organization) Number) Identification No.) 5400 Bayfront Plaza 95052 Santa Clara, California (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (408) 764-5000 Item 5. Other Events On March 5, 1998, 3Com Corporation announced that it is revising previously reported financial results relating to the accounting combination and merger restructuring charge for the June 12, 1997 merger of 3Com and U.S. Robotics. Item 7. Financial Statements and Exhibits (c) Exhibits in accordance with Item 601 of Regulation S-K: Exhibits -------- Exhibit No. Description ----------- ----------- 99.1 Press release dated March 5, 1998. 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. 3COM CORPORATION March 5, 1998 By: /s/ Christopher B. Paisley --------------------------- Christopher B. Paisley Senior Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer) EXHIBIT 99.1 For more information, contact: Shirley Stacy 3Com Investor Relations 408-764-6301 shirley_stacy@3com.com or Leslie Davis 3Com Public Relations 408-764-7187 leslie_davis@3com.com FOR IMMEDIATE RELEASE 3Com Recombines 3Com/USR Fiscal 1997 Results and Adjusts Merger Restructuring Charge SANTA CLARA, Calif., March 5, 1998 - 3Com Corporation (Nasdaq:COMS) today announced that it is revising previously reported financial results relating to the accounting combination and merger restructuring charge for the June 1997 merger of 3Com and U.S. Robotics (USR). The fiscal 1997 results of the combined company were accounted for as a pooling of interests. Because the companies had different fiscal periods, the previously reported combined results included heritage 3Com's May 1997 fiscal year with heritage USR's four fiscal quarters ended March 1997, as permitted under General Accepted Accounting Principles (GAAP). April and May 1997 results were previously reported as an adjustment to 3Com's retained earnings in the first quarter of fiscal 1998, and not included in fiscal 1997 operating results. Today, the company is recombining historical results, using the 12 months ended May 1997 for heritage 3Com, added to the period July 1996 through May 1997 for heritage USR, and then adding in March 1997 a second time in order to have a complete 12-month year for USR. This methodology includes USR's April and May 1997 financial results in the recombined fiscal 1997 operating results. Further, the company has reviewed its merger restructuring charge which, at the time the merger closed in the first quarter of fiscal 1998, was an estimated $426 million. As a result of a complete reassessment of this charge, the company is making adjustments primarily to reflect three factors: a change in the timing and costs associated with product swap-outs; a more accurate recording of costs associated with the elimination of duplicate facilities; and a revision of goodwill write-offs related to acquisitions by USR prior to the 3Com merger. 3Com is reducing the merger restructuring charge recorded in the first quarter to $270 million. "We have made these revisions principally in response to the Securities and Exchange Commission's review of our Form 10-Q filings since the time of the merger," said Chris Paisley, 3Com's senior vice president and chief financial officer. "The company will be revising its Form 10-Q filings for the first and second quarters of fiscal 1998 as soon as practicable." The attached schedules highlight the original and revised results for fiscal 1997 and revised statements of operations for the first and second quarters of fiscal 1998. About 3Com 3Com Corporation enables individuals and organizations worldwide to communicate and share information and resources at anytime from anywhere. As one of the world's preeminent suppliers of data, voice and video communications technology, 3Com has delivered networking solutions to more than 100 million customers worldwide. The company provides enterprises, network service providers and carriers, small businesses and consumers with comprehensive, innovative information access products and system solutions for building intelligent, reliable and high performance local and wide area networks. For further information, visit 3Com's World Wide Web site at http://www.3com.com, or the press site at http://www.3com.com/pressbox. #### 3Com is a registered trademark of 3Com Corporation and its subsidiaries. -tables follow - 3Com Corporation Consolidated Statements of Operations for the Year Ended May 31, 1997 (In thousands, except per share data.)
Twelve Months Ended Quarter Ended ---------------------- ---------------------------------------------- May 31, 1997 Aug. 31, 1996 Nov. 30, 1996 ---------------------- ---------------------- ---------------------- Previously Previously Previously Reported Revised Reported Revised Reported Revised Sales $5,604,146 $5,606,077 $1,250,060 $1,311,504 $1,421,660 $1,459,939 Cost of sales 2,906,229 2,918,966 658,204 693,593 738,252 756,916 ---------- ---------- ---------- ---------- ---------- ---------- Gross margin 2,697,917 2,687,111 591,856 617,911 683,408 703,023 Total opera- ting exp- enses 1,770,229 1,894,890 354,615 424,266 467,137 429,505 Operating income 927,688 792,221 237,241 193,645 216,271 273,518 Income before income taxes 944,683 800,701 240,214 195,923 220,404 277,050 Income tax provision 347,060 300,168 88,250 90,879 101,363 102,452 ---------- ---------- ---------- ---------- ---------- ---------- Net income $ 597,623 $ 500,533 $ 151,964 $ 105,044 $ 119,041 $ 174,598 ================== ====================== ====================== Net income per common and equiva- lent share: Primary $1.69 $1.42 $0.43 $0.30 $0.34 $0.49 Fully diluted $1.69 $1.41 $0.43 $0.30 $0.34 $0.49
Note: Quarter periods combined: Q1'97 Q2'97 Q3'97** Q4'97** ----- ----- ------- ------- 3Com quarters ended August `96 November `96 February `97 May `97 USR quarters ended: Original combination (quarters ended) June `96 September `96 December `96 March `97 Recombination (quarters ended) September `96 December `96 March `97 May `97* *Three-month period; March, April, May **Both quarters include heritage USR's March results
Quarter Ended Feb. 28, 1997 May 31, 1997 ---------------------- ---------------------- Previously Previously Reported Revised Reported Revised Sales $1,426,421 $1,462,891 $1,506,005 $1,371,743 Cost of sales 743,926 725,116 762,881 743,341 ---------- ---------- ---------- ---------- Gross margin 682,495 737,775 743,124 628,402 Total operating expenses 442,124 489,494 492,630 551,625 Operating income 240,371 248,281 250,494 76,777 Income before income taxes 245,628 252,771 255,126 74,957 Income tax provision 88,954 73,667 74,503 33,170 ---------- ---------- ---------- ---------- Net income $ 156,674 $ 179,104 $ 180,623 $ 41,787 ====================== ====================== Net income per common and equivalent share: Primary $0.44 $0.50 $0.51 $0.12 Fully diluted $0.44 $0.50 $0.51 $0.12
Consolidated Statements of Operations For the Three Months Ended August 31 and November 30, 1997 (In thousands, except per share data.) Quarter Ended Aug. 31, 1997 Nov. 30, 1997 ------------------------- ------------------------- Previously Previously Reported Revised Reported Revised ---------- ---------- ---------- ---------- Sales $1,600,862 $1,597,516 $1,220,253 $1,197,189 Cost of sales 832,808 831,429 651,094 645,344 ---------- ---------- ---------- ---------- Gross margin 768,054 766,087 569,159 551,845 Operating expenses Sales and marketing 301,307 302,378 337,594 338,334 Research and development 142,117 142,798 145,491 144,978 General and administrative 62,589 62,865 70,507 71,265 Merger-related charges and other 426,000 269,787 - (1,229) ---------- ---------- ---------- ---------- Total operating expenses 932,013 777,828 553,592 553,348 ---------- ---------- ---------- ---------- Operating income (loss) (163,959) (11,741) 15,567 (1,503) Other income - net 2,961 2,961 7,637 7,637 ---------- ---------- ---------- ---------- Income (loss) before income taxes (160,998) (8,780) 23,204 6,134 Income tax provision (benefit) (14,178) 42,453 8,121 2,113 ---------- ---------- ---------- ---------- Net income (loss) $ (146,820) $ (51,233) $ 15,083 $ 4,021 ========== ========== ========== ========== Net income (loss) per share Primary $ (0.43) $ (0.15) $ 0.04 $ 0.01 Fully -diluted $ (0.43) $ (0.15) $ 0.04 $ 0.01 ---------- ---------- ---------- ---------- -----END PRIVACY-ENHANCED MESSAGE-----