-----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, Ro92rVGRFz74xJJfZBrqgkKospNMwDsCY7+3nDlg7urtem+KyLqQ2RTU4ZI2F1GP mMU/vecNalPYCFtISuFfqQ== /in/edgar/work/20000629/0000910680-00-000434/0000910680-00-000434.txt : 20000920 0000910680-00-000434.hdr.sgml : 20000920 ACCESSION NUMBER: 0000910680-00-000434 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000628 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ION NETWORKS INC CENTRAL INDEX KEY: 0000754813 STANDARD INDUSTRIAL CLASSIFICATION: [3577 ] IRS NUMBER: 222413505 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-13117 FILM NUMBER: 664080 BUSINESS ADDRESS: STREET 1: 21 MERIDIAN RD CITY: EDISON STATE: NJ ZIP: 08820 BUSINESS PHONE: 2014944440 MAIL ADDRESS: STREET 1: 21 MERIDIAN RD CITY: EDISON STATE: NJ ZIP: 08820 FORMER COMPANY: FORMER CONFORMED NAME: MICROFRAME INC DATE OF NAME CHANGE: 19920703 8-K 1 0001.txt FORM 8-K FOR ION NETWORKS, INC. 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): June 29, 2000 ION NETWORKS, INC. ------------------ (Exact Name of Registrant as Specified in Charter) Delaware -------- (State of Incorporation) 000-13117 22-2413505 --------- ---------- (Commission File No.) (IRS Employer Identification No.) 1551 South Washington Avenue, Piscataway New Jersey 08854 ---------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 800-722-8986 ------------ (Registrant's telephone number, including area code) Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events - ------- ------------ On June 28, 2000, the Company issued a press release relating to its anticipated 1st quarter revenue results. A copy of the press release is attached to this Form 8-K as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - ------- ------------------------------------------------------------------- (a) Financial statements of business acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Exhibits: 99.1: Ion Networks, Inc. Press Release dated June 28, 2000. 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. ION NETWORKS, INC. Dated: June 29, 2000 By:/s/ Stephen B. Gray ------------------------------ Chief Executive Officer -2- EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Ion Networks, Inc. Press Release dated June 28, 2000. EX-99.1 2 0002.txt PRESS RELEASE DATED JUNE 28, 2000 [ION NETWORKS INC. LOGO] NEWS RELEASE Contacts: Stephen B. Gray, CEO ION Networks, Inc. 732-529-0100 FOR IMMEDIATE RELEASE Ken Dennard, Managing Partner Easterly Investor Relations 713-529-6600 kdennard@easterly.com --------------------- ION NETWORKS ANNOUNCES PRELIMINARY FISCAL 2001 FIRST QUARTER REVENUE ESTIMATES JUNE 28, 2000 - PISCATAWAY, NEW JERSEY - ION Networks, Inc. (NASDAQ:IONN), THE PROACTIVE NETWORK MANAGEMENT COMPANY SM , today announced preliminary revenue estimates for the three months ending June 30, 2000. Estimated revenues for the first quarter of fiscal 2001 should be approximately $2.0 million, compared with revenues of $4.9 million recorded in the first quarter of last year. "While we are still in the process of finalizing our revenues for the first quarter, our preliminary review shows that our revenues will be significantly lower than anticipated," stated Stephen B. Gray, President and Chief Executive Officer of ION Networks. "Contributing to the sluggish performance in the first quarter were decisions by many of our larger customers to delay purchases, a shift in the release date for our new PRIISMS Manager TM from June to an expected second quarter release, and a longer than expected ramp up period for our new sales personnel that have recently joined the Company." In response to market conditions and internal growth initiatives, the Company also announced today it is restructuring its worldwide sales organization, which will be led by Mr. Gray on an interim basis. "We believe we have developed a strong product platform that meets the needs of our customers," added Mr. Gray. "Our sales organization is being restructured as part of our continuing efforts to provide the highest level of customer service and to enhance the predictability of our quarterly financial performance. "While the past few months have presented us with significant challenges, we remain highly enthusiastic regarding the Company's ability to capitalize on the attractive opportunities created by the rapid broadband convergence of voice, data and video; increased environmental systems monitoring; the significant market roll out of optical transmission infrastructure equipment; and the mission-critical role that secure network management and monitoring plays in the future of network infrastructure spending," concluded Mr. Gray. ION Networks is a leading developer and manufacturer of software and hardware-based solutions for Internet security, application performance management as well as network management and monitoring for voice, video and data communications networks. Based in Piscataway, NJ, the Company has installed systems worldwide, with six direct sales offices in the U.S., wholly owned subsidiaries in Livingston, Scotland and Antwerp, Belgium, a division in Fremont, California and distribution networks on four continents. Visit the ION Networks web site at www.ion-networks.com. We keep an EYE ON NETWORKS SM . This press release contains information that may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be affected by certain risks and uncertainties described in the Company's filings with the Securities and Exchange Commission. The Company's actual results could differ materially from such forward-looking statements. Unless otherwise required by applicable securities laws, the Company assumes no obligation to update any such forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. # # # -----END PRIVACY-ENHANCED MESSAGE-----