8-K/A 1 a08-10052_18ka.htm AMENDMENT TO FORM 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K/A

 

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 3, 2008

 

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 Street, 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

 

 


 

EXPLANATORY NOTE

 

This Current Report on Form 8-K/A amends the Current Report on Form 8-K (the “Original 8-K”) of XETA Technologies, Inc. filed with the Securities and Exchange Commission on April 2, 2008.  The “Reconciliation of EBITDA to Net Income” table contained in the Original 8-K was incorrect in that the amounts reported in the 2007 column were the 2008 amounts, and vice versa.  Other than correcting this error, this Form 8-K/A makes no changes to the substance of Item 7.01 of the Original 8-K report.

 

Item 7.01  Regulation FD Disclosure.

 

A copy of material which will be used by XETA Technologies, Inc. (the “Company”) in an investor presentation to be made at the B. Riley and Company’s ninth Annual Investor Conference on Wednesday, April 2, 2008, is attached to this Current Report on Form 8-K as Exhibit 99.1.  The presentation was previously announced by press release dated March 19, 2008, a copy of which is attached as Exhibit 99.2 to this report.

 

The presentation, which is scheduled to begin at 11:30 a.m. PDT (2:30 p.m. EDT), will be webcast live and may be accessed at http://www.wsw.com/webcast/brileyco9/xeta/ or under the investor relations section of XETA’s website, www.xeta.com.  An archive of the webcast presentation will be available on the investor relations section of the Company’s website for 90 days following the live presentation.

 

The presentation refers to EBITDA, a non-GAAP financial measure.  The Company uses EBITDA (earnings before net interest, income taxes, depreciation and amortization) as part of its overall assessment and comparison of financial performance between accounting periods.  XETA believes that EBITDA is often used by the financial community as a method of measuring the Company’s performance and of evaluating the market value of companies considered to be in similar businesses.  EBITDA is a non-GAAP financial measure and should not be considered an alternative to net income or cash provided by operating activities, as defined by accounting principles generally accepted in the United States (“GAAP”).  A reconciliation of EBITDA to net income is provided below:

 

Reconciliation of EBITDA to Net 
Income

 

Trailing Twelve Months
 Ending Jan 31st

 

 

 

2008

 

2007

 

 

 

 

 

 

 

Net Income (Loss)

 

$

1,652

 

$

1,029

 

 

 

 

 

 

 

Interest

 

186

 

109

 

 

 

 

 

 

 

Provision (Benefit) for Income Taxes

 

1,072

 

685

 

 

 

 

 

 

 

Depreciation

 

595

 

503

 

 

 

 

 

 

 

Amortization

 

719

 

468

 

 

 

 

 

 

 

EBITDA

 

$

4,224

 

$

2,793

 

 

(The information is presented in thousands.)

 

This Current Report on Form 8-K and the presentation to which it refers may contain forward-looking statements about the Company.  A number of factors could cause the Company’s actual results to differ materially from those anticipated, including changes in the economy and capital spending trends in the Company’s markets; intense competition and industry consolidation; reliance upon a few customers in the

 

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Company’s managed services business; the ability to acquire and retain the technical competencies needed to implement new advanced communications technologies; and the availability and retention of sales professionals and certified technicians.  For further information on these and other factors that could impact the Company and the statements contained herein, reference should be made to the “Risk Factors” section of the Company’s 10-K for fiscal year ended October 31, 2007 and subsequent 10-Q filings with the Securities and Exchange Commission.

 

The information in this Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01  Financial Statements and Exhibits.

 

(d)                    Exhibits

 

99.1—Slides for XETA Technologies, Inc. investor presentation/webcast to be held on April 2, 2008 (Incorporated by reference to Exhibit 99.1 of the Company’s Form 8-K filed with the SEC on April 2, 2008).

 

99.2—Press Release dated March 19, 2008 (Incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K filed with the SEC on April 2, 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.

 

 

 

XETA Technologies, Inc.

 

(Registrant)

 

 

 

 

 

Dated:   April 3, 2008

By

/s/ Robert B. Wagner

 

 

Robert B. Wagner, Chief Financial Officer

 

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