-----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, EgGAudDI3kPRRr6AO+DS/SItpuCUD/52skFpeU/LAKxDWOH7IIAMmnQ0pmMzj5Co 1A3Ci+4mCVcpmShSEbvlNA== 0001104659-07-029554.txt : 20070419 0001104659-07-029554.hdr.sgml : 20070419 20070419163217 ACCESSION NUMBER: 0001104659-07-029554 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070418 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070419 DATE AS OF CHANGE: 20070419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XETA TECHNOLOGIES INC CENTRAL INDEX KEY: 0000742550 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 731130045 STATE OF INCORPORATION: OK FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16231 FILM NUMBER: 07776394 BUSINESS ADDRESS: STREET 1: 1814 WEST TACOMA CITY: BROKEN ARROW STATE: OK ZIP: 74012 BUSINESS PHONE: 9186648200 MAIL ADDRESS: STREET 1: 1814 WEST TACOMA CITY: BROKEN ARROW STATE: OK ZIP: 74012 FORMER COMPANY: FORMER CONFORMED NAME: XETA CORP DATE OF NAME CHANGE: 19920703 8-K 1 a07-11640_28k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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 and Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 18, 2007

XETA Technologies, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma

 

0-16231

 

73-1130045

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

 

 

1814 West Tacoma, Broken Arrow, Oklahoma

 

74012

(Address of principal executive offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code:                   918-664-8200

 

(Former name or address, if changed since last report.)

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:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 




Item 7.01 Regulation FD.

On April 18, 2007, the Company issued a press release announcing that it has signed a non-binding letter of intent to purchase the assets of High Wire Networks, Inc.  A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

The information furnished under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.

Item 9.01  Financial Statements and Exhibits.

(d)                     Exhibits

 99.1—Press Release dated April 18, 2007

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.

 

 

XETA Technologies, Inc.

 

 

(Registrant)

 

 

 

 

 

 

Dated:   April 18, 2007

 

By

/s/ Robert B. Wagner

 

 

 

 

Robert B. Wagner, Chief Financial Officer

 

2



EX-99.1 2 a07-11640_2ex99d1.htm EX-99.1

Exhibit 99.1

News Release

Date:

April 18, 2007

 

For Immediate Release

 

 

Contact:

Cheryl Moll

 

XETA Technologies

 

(918) 664-8200

 

XETA TECHNOLOGIES ANNOUNCES LETTER OF INTENT

TO PURCHASE HIGH WIRE NETWORKS, INC.

Acquisition Will Enhance XETA’s Nortel Services Offering

Broken Arrow, OK - XETA Technologies (NASDAQ: XETA) today announced it has signed a non-binding Letter of Intent (“LOI”) to purchase the assets of High Wire Networks, Inc. (“HIGH WIRE”).  HIGH WIRE is a privately held Minnesota-based firm focused on implementing converged voice and data communications solutions for equipment resellers and manufacturers.  Subject to satisfactory completion of due diligence, execution of a definitive agreement, and approval by XETA’s board of directors, the transaction is targeted to close on or about May 31, 2007.

HIGH WIRE, founded in 2001 provides end-to-end implementation and maintenance services, including project management, quality control staging, installation, technical support and ongoing maintenance of medium to high-end communications systems and applications.  HIGH WIRE currently employs 65 full-time employees, including 41 located throughout the country serving customers.  HIGH WIRE’s unaudited revenues in 2006 were approximately $9.4 million, consisting of approximately $2.9 million in recurring contract and time and material revenues and approximately $6.5 million in implementation and structured cabling revenues.

“The acquisition of HIGH WIRE will augment XETA’s already rapidly growing commercial Managed Services revenues and enhance XETA’s technical resources to accelerate the growth in our Nortel wholesale services and structured cabling product offerings.  We expect to gain valuable operating leverage and geographic presence through adding HIGH WIRE’s technical work force to our existing national field services organization,” said Greg Forrest, XETA President and COO.

Forrest added that XETA expects to improve upon HIGH WIRE’s historical financial performance through consolidation of certain administrative functions and integration of technical resources.  The Company expects the acquisition to be accretive to earnings at the rate of $0.01 to $0.04 in earnings per diluted share in the year following the acquisition.

Under the terms of the LOI, XETA will purchase the assets of HIGH WIRE for $3.85 million in cash plus up to $600,000 in additional consideration based on certain operating results in the two years following the closing.  The purchase price is subject to adjustment for changes in working capital at the closing date and a holdback will be in place pending a balance sheet review to be conducted within ninety days after the closing date.  XETA will fund the purchase through an existing line of credit with its bank.




# # #

About XETA Technologies

With a 25 year operating history, XETA sells, installs and services communications systems and applications for enterprise customers. XETA’s nationwide sales and service footprint, 24x7x365 in-house contact center, and competencies at the highest levels with the leading communications equipment manufacturers—Avaya and Nortel— uniquely positions the company to serve multi-location Fortune 1000 and U.S. government customers throughout the U.S. XETA’s product offering is sold through direct relationships as well as partnerships with leading systems integrators, network provider and manufacturers.  XETA recently received the 2006 Nortel Supplier of the Year award for Innovation in Services in the emerging supplier category, an annual award presented to a single enterprise business partner worldwide XETA is the only Nortel enterprise partner in the world to win this award. In addition to the Company’s growing presence in the commercial marketplace, XETA has long been recognized as the leading provider of communication solutions to the hospitality industry.  More information about XETA (NASDAQ: XETA) is available at www.xeta.com.

This news release contains forward-looking statements, which are made subject to the provisions of the Private Securities Litigation Reform Act of 1995.  These include statements concerning plans for an acquisition and the impact of such acquisition on the Company’s technical resources, operations, revenues and earnings.  These and other forward-looking statements (generally identified by such words as “expects,” “plans,” “believes,” “likely,” “anticipates” and similar words or expressions) reflect management’s current expectations, assumptions, and beliefs based upon information currently available to management. Investors are cautioned that all forward-looking statements are subject to certain risks and uncertainties which are difficult to predict and that could cause actual results to differ materially from those projected.  These risks and uncertainties include, but are not limited to: maintaining our good relationships with Nortel and Avaya; the continued acceptance and competitiveness of Nortel and Avaya products in the market; our reliance upon a few large customers in growing our Managed Services revenues; intense competition within the markets in which we compete; and our ability to recruit and retain highly skilled personnel.  Additional factors that could affect actual results are described in Item 1.A entitled “Risk Factors” contained in Part I of the Company’s Form 10-K for its fiscal year ended October 31, 2006 and in our subsequently filed quarterly reports.



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