-----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, LxQS4Qo1mCZCYstRXyAtUfCRBIWSOwGt3oPpfJLY4VJ75rzGIeAL4zQjXVxLCdxS NjyafG04r+aGv0M9Fx1Jgw== /in/edgar/work/0001125282-00-500086/0001125282-00-500086.txt : 20001018 0001125282-00-500086.hdr.sgml : 20001018 ACCESSION NUMBER: 0001125282-00-500086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001016 ITEM INFORMATION: FILED AS OF DATE: 20001017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SURGE COMPONENTS INC CENTRAL INDEX KEY: 0000747540 STANDARD INDUSTRIAL CLASSIFICATION: [5065 ] IRS NUMBER: 112602030 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14188 FILM NUMBER: 741123 BUSINESS ADDRESS: STREET 1: 1016 GRAND BLVD CITY: DEER PARK STATE: NY ZIP: 11729 BUSINESS PHONE: 5165951818 MAIL ADDRESS: STREET 1: SURGE COMPONENTS INC STREET 2: 1016 GRAND BLVD CITY: DEER PARK STATE: NY ZIP: 11729 8-K 1 0001.txt CURRENT REPORT 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) October 16, 2000 SURGE COMPONENTS, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter)
New York 0-14188 11-2602030 -------- ------- ---------- (State or Other Jurisdiction of (Commission File Number) IRS Employer Identification Incorporation) Number)
1016 Grand Boulevard, Deer Park, New York 11729 -------------------------------------------------- (Address of principal executive offices)(Zip Code) (631) 595-1818 --------------- (Registrant's telephone number, including area code) Item 5. Other Events On October 16, 2000, Surge Components, Inc. (the "Registrant") issued a press release announcing net sales, certain earnings par share data, and related information for the three months ended August 31, 2000. The press release is attached hereto as an exhibit. 2 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 thereunto duly authorized. SURGE COMPONENTS, INC. Registrant Dated: October 16, 2000 By: /s/ Steven J. Lubman ----------------------------- Steven J. Lubman, Vice President EX-99.1 2 0002.txt EXHIBIT 99.1 October 16, 2000 Company Press Release TAGGED FOR (NASDAQ: SPRS, SPRSW; BSE: SRD, SRDW; OTC: GDIS) Superus Holdings Third Quarter Net Sales Exceed Net Sales For Full Year 1999; Consolidated EPS of $0.05 Includes Global DataTel's Operations Deer Park, NY --(BUSINESS WIRE) October 16, 2000 -- Surge Components, Inc. d/b/a Superus Holdings (NASDAQ: SPRS, SPRSW; BSE: SRD, SRDW) today announced consolidated financial results for the three and nine-month periods ended August 31, 2000. Consolidated results include results from Superus's electronic components division ("Surge"), and from Superus's internet superstructure operations ("Global DataTel") pursuant to a pledge agreement executed by and between Superus and Global DataTel on June 2, 2000 whereby Superus took effective control of Global DataTel's assets and operations. For the three-month period, the Company reported consolidated net sales of $15,627,582 as compared to $3,341,149 reported in the third fiscal quarter of 1999 (and $12,147,025 for full year 1999). Global DataTel accounted for $2,566,809 of the consolidated net sales starting on June 2, 2000. The Company reported consolidated net income of $354,008, or $0.05 per diluted share (which includes costs associated with the pending recapitalization), for the third quarter of 2000, as compared to net income of $143,263 or $.03 per diluted share, reported in the same period of last year. Global DataTel accounted for $175,418 of the consolidated net income starting on June 2, 2000. Because Global DataTel's results are only reported on a consolidated basis subsequent to June 2, 2000, neither its 1999 results, nor its results for 2000 prior to June 2, 2000 are included herein. For the nine-month period, the Company reported net sales of $30,683,280 as compared to $7,839,786 reported for the same period of last year. The Company reported net income of $1,631,463, or $0.22 per diluted share, for the first nine-months of 2000, as compared to a net loss of $20,054 reported for the same period of 1999. Gross margins in the third quarter at Surge increased from 26% to 31%. Operating expenses (which includes costs associated with the pending recapitalization) at Surge represented 25% of total sales as compared with 23% reported in the third quarter of 1999. Diluted weighted average shares used to compute earnings per share for the three-month period ended August 31, 2000 were 7,351,449 as compared to 4,985,030 shares used to compute earnings per share during the same period of 1999. This press release does not constitute an offer to sell or the solicitation of an offer to buy SPRS, SPRSW, SPRSA, SPRSB or any other security, nor shall there be any sale of any such securities in any state in which such offer, solicitation, or sale would be unlawful prior to the shareholder vote. A copy of the written prospectus may be obtained by visiting www.sec.gov or by writing/calling Superus Holdings, One Embarcadero Center, Suite 2040, San Francisco, CA 94111 or (415) 436-0724. About Superus Holdings Upon shareholder approval, Superus Holdings, Inc. will, among other things, operate and acquire companies that develop Internet superstructure for businesses in emerging economies, with its first area of focus being Latin America. The constituent operating companies will be: Global DataTel, Inc. is a leader in medium to large Web/system integration projects in Latin America. A First Tier IBM Business Partner, Global integrates hardware, software, and highly scaleable Web-based solutions. e-HOLA.com, a wholly-owned subsidiary of Global DataTel, Inc.'s provides Internet solutions to Latin America. eHOLA offers business ISP services, hosting/ASP solutions, packaged and customized Internet products, as well as training and customer service. eHOLA is a distribution channel for best-of-breed web technology solutions tailored to meet the needs of Latin American companies. MailEncrypt.com, Inc., is a business-to-business, Web-based provider of encrypted e-mail solutions, poised to capitalize on substantial privacy concerns associated with the rapid world-wide proliferation of e-mail. The Company will offer its services to government agencies, financial institutions, health care organizations, insurance/law/accounting firms, e-commerce companies and large e-mail providers, among others, in the United States. MailEncrypt will also join forces with Global DataTel and e-HOLA to provide its services in Latin America and other emerging Internet economies. MailEncrypt is due to begin providing its service in the fourth quarter of 2000. Surge Components, Inc. is a supplier of high quality electronic components. Its product mix includes a large selection of high-performance discrete semiconductors, capacitors and discrete components. Its factories are ISO 9000 quality certified. Surge products are used by manufacturers of products such as, among others, computer and telecommunications equipment, security equipment, power supplies, audio and various consumer products in the United States. Surge intends to sell its products to similarly situated manufacturers abroad in conjunction with Global DataTel and its subsidiaries. This press release contains forward-looking statements regarding Surge's, MailEncrypt's and Global DataTel's business strategies and future plans of operations. Forward-looking statements involve known and unknown risk and uncertainties. The Companies' risks and uncertainties include: (i) their ability to obtain shareholder approval for and otherwise complete the Superus recapitalization, their ability to complete the merger between Surge and MailEncrypt.com, and their ability to complete the acquisition of Global DataTel's assets by Surge; (ii) the merged entity's ability to combine and work together and grow the companies; (iii) periodic downturns in their respective industries; (iv) dependence on the Internet; (v) timely acceptance of new products; and (vi) intense price competition in their respective industries. These and other important factors, including those mentioned in various filings with the Securities and Exchange Commission made periodically by the Companies (available at http://www.sec.gov) may cause the actual results and performance to differ materially from the future results expressed in or implied by such forward-looking statements. The forward-looking statements contained in this press release speak only as of the date hereof and the Companies disclaim any obligation to provide public updates, revisions or amendments to any forward-looking statements made herein to reflect changes in the Companies' expectations or future events. For additional information about Superus Holdings, Inc., please contact: Erica Abrams the blueshirt group (415) 436-0724 erica@blueshirtgroup.com -----END PRIVACY-ENHANCED MESSAGE-----