-----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, DaZgqGeHWZYX3cV0/JkurL2jXsaOW7oqjCE5fnc2cKj1HVsYEjD83irgmF9JGMg+ +VG+CK1D6oZA/DQk7rJsJg== 0001144204-08-007076.txt : 20080208 0001144204-08-007076.hdr.sgml : 20080208 20080208145921 ACCESSION NUMBER: 0001144204-08-007076 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080130 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080208 DATE AS OF CHANGE: 20080208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R F INDUSTRIES LTD CENTRAL INDEX KEY: 0000740664 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 880168936 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13301 FILM NUMBER: 08588674 BUSINESS ADDRESS: STREET 1: 7610 MIRAMAR RD STREET 2: BLDG 6000 CITY: SAN DIEGO STATE: CA ZIP: 92126-2313 BUSINESS PHONE: 8585496340 MAIL ADDRESS: STREET 1: 7620 MIRAMAR RD #4100 STREET 2: 7620 MIRAMAR RD #4100 CITY: SAN DIEGO STATE: CA ZIP: 92126-4202 FORMER COMPANY: FORMER CONFORMED NAME: CELLTRONICS INC DATE OF NAME CHANGE: 19910204 8-K 1 v102584_8k.htm


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) January 30, 2008


RF INDUSTRIES, LTD.
(Name of small business issuer in its charter)


Nevada
(State or Other Jurisdiction
of Incorporation)
0-13301
(Commission File Number)
88-0168936
(I.R.S. Employer
Identification No.)
 
 
 
7610 Miramar Road, Bldg. 6000,
San Diego, California 92126-4202
(Address of Principal Executive Offices)
 
(858) 549-6340
(Registrant’s Telephone Number)
 

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

On January 30, 2008, the Registrant issued a press release announcing preliminary information regarding its financial results for the fourth fiscal quarter of fiscal year ending October 31, 2007 and for the fiscal year then ended. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 2.02 of this Form 8-K is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section.

Item 9.01 Financial Statements and Exhibits.
 
(c)
Exhibits.

Exhibit No.
Description
   
99.1
Press Release dated January 30, 2008.



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.
 
February 7, 2008
 
   
   
   
 
By:/s/ Howard Hill                                               
Howard Hill
President, Chief Executive Officer


 
 

 
EX-99.1 2 v102584_ex99-1.htm

RF INDUSTRIES, LTD.
For Immediate Release
 
RF Connectors/Aviel/Worswick/Neulink/Bioconnect
 
Investor Contact:
Neil Berkman Associates
(310) 826 - 5051
info@berkmanassociates.com
 
 
Company Contact:
Howard Hill, President
(858) 549-6340
rfi@rfindustries.com
 
 
RF Industries' Projects Fourth Quarter Net Income of $0.13 Per Diluted Share; Fiscal 2007 Net Income of $0.30 Per Diluted Share

Company Forecasts Record First Quarter Sales;
Board of Directors Increases Quarterly Dividend to $0.03 Per Share

SAN DIEGO, CA -- January 30, 2008 -- RF INDUSTRIES, LTD., (NASDAQ:RFIL) announced today that it has requested an automatic extension to file its SEC Form 10-KSB for the fiscal year ended October 31, 2007. The Company, which expects to report audited results for the fiscal year ended October 31, 2007 before February 12, 2008, provided estimated results for the fourth quarter and fiscal 2007. In addition, the Company has projected record first quarter sales for the period ending January 31, 2008.

RFI's Board of Directors, upon review of the Company's strong business and financial position, has declared a 50% increase in its regular quarterly dividend to $0.03 per common share. The dividend is payable on February 25, 2008 to shareholders of record as of February 5, 2008. RFI's Board periodically reviews the dividend policy in light of the Company's performance and cash requirements.

RF Industries expects to report sales of approximately $4,005,000 and net income of about $490,000, or approximately $0.13 per diluted share, for the fourth quarter ended October 31, 2007. This compares to sales of $4,123,000 and net income of $473,000, or $0.13 per diluted share, in the fourth quarter of fiscal 2006.

For the fiscal year ended October 31, 2008, RFI expects to report sales of approximately $14,853,000 and net income of about $1,135,000, or approximately $0.30 per share. Net income for fiscal 2007 includes estimated non-cash option-related expenses related to the adoption of SFAS 123R, "Accounting for Stock Based Compensation" of approximately $500,000, or about $0.14 per diluted share. RFI had previously projected these expenses at about $328,000, after taxes, or $0.09 per diluted share. For fiscal 2006, RFI reported sales of $15,188,000 and net income of $1,541,000, or $0.42 per diluted share.

About RF Industries

The RF Connectors and Cable Assembly division designs and distributes radio frequency (RF) coaxial connectors and cable assemblies used for Wi-Fi, PCS, radio, test instruments, computer networks and antenna devices. Aviel Electronics provides custom microwave and RF Connector solutions to aerospace, OEM and Government agencies. Worswick provides coaxial connectors and cable assemblies primarily to retail and local multi-media and communications systems customers. Neulink designs and markets wireless digital data transmission products for industrial monitoring, wide area networks, GPS tracking and locations systems. RadioMobile is an OEM provider of End-to-End mobile wireless network solutions for public safety, emergency medical, Transportation and industrial customers. RFI's Bioconnect operation designs, manufactures and distributes specialized electrical cabling and interconnect products to the medical monitoring market.

The statements contained in this release which are not historical facts may be deemed to contain forward-looking statements with respect to future events, the occurrence of which involve risks and uncertainties, including, without limitation, a decrease in the demand for the Company's products as a result of changes in the telecommunications or wireless products markets, increased competition, the effects of recently completed or future acquisitions of other businesses, and other uncertainties detailed in the Company's Securities and Exchange Commission filings. All forward-looking statements are based upon information available to the Company on the date they are published and the Company undertakes no obligation to publicly update or revise any forward- looking statements to reflect events or new information after the date of this release.

 
 

 
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