-----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, HnqzRbkSI8ZsKzaLKVEb1Z92c5eIf0RNnbUcSprGpGmJFrElw5Meu3MfUOHWSG++ MdszJyUNT5afm4sJ2+2JKg== 0000910680-01-000041.txt : 20010123 0000910680-01-000041.hdr.sgml : 20010123 ACCESSION NUMBER: 0000910680-01-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010116 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ION NETWORKS INC CENTRAL INDEX KEY: 0000754813 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [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: 1509521 BUSINESS ADDRESS: STREET 1: 1551 S WASHINGTON AVE CITY: PISCATAWAY STATE: NJ ZIP: 08854 BUSINESS PHONE: 2014944440 MAIL ADDRESS: STREET 1: 1551 S WASHINGTON AVE CITY: PISCATAWAY STATE: NJ ZIP: 08854 FORMER COMPANY: FORMER CONFORMED NAME: MICROFRAME INC DATE OF NAME CHANGE: 19920703 8-K 1 0001.txt CURRENT REPORT ON 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): November 28, 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) 732-529-0100 ------------ (Registrant's telephone number, including area code) Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events - ------- ------------ On November 28, 2000, the Company issued a press release relating to a restructuring plan. On January 16, 2001, the Company issued a press release relating to the signing of a significant contract with a customer. Copies of the press releases are attached to this Form 8-K as Exhibits 99.1(i) and 99.1(ii), respectively. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - ------- ------------------------------------------------------------------- (c) Exhibits: 99.1(i) Ion Networks, Inc. Press Release dated November 28, 2000. 99.1(ii) Ion Networks, Inc. Press Release dated January 16, 2001. 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: January 16, 2001 By: /s/ Ronald C. Sacks ----------------------- Chief Executive Officer -2- EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1(i) Ion Networks, Inc. Press Release dated November 28, 2000. 99.1(ii) Ion Networks, Inc. Press Release dated January 16, 2001. EX-99.1(I) 2 0002.txt PRESS RELEASE DATED NOVEMBER 28, 2000 TUESDAY NOVEMBER 28, 4:06 PM EASTERN TIME PRESS RELEASE ION NETWORKS UNVEILS STRATEGY FOR IMPROVED RESULTS COMPANY TO IMPLEMENT RESTRUCTURING PLAN AS FIRST STEP TOWARD POSITIVE EBITDA PISCATAWAY, N.J.--(BUSINESS WIRE)--Nov. 28, 2000--ION Networks Incorporated (Nasdaq:IONN - news), THE PROACTIVE NETWORK INFRASTRUCTURE MANAGEMENT COMPANY(SM) and a leader in performance analysis and restoration, today announced a restructuring plan targeted at reaching positive EBITDA. The Company will incur a restructuring charge in the third fiscal quarter of up to $4.5 million, consisting of approximately $500,000 in severance and other employee related charges, and approximately $4.0 million for the write-down of goodwill, capitalized software, and costs associated with the consolidation of operations from various locations. As a result, operating expenses, excluding depreciation and amortization, are expected to show a reduction of more than 42% in the fourth quarter ending March 31, 2001, as compared to the previous year. "After completing a comprehensive review of the Company's operations, we made the difficult decision to take these actions in the interest of the Company's long-term success," commented Ron Sacks, Chief Executive Officer. "Having already implemented an initial write-down of assets and inventory adjustments in our second fiscal quarter, we now are moving forward with our plans for reducing our workforce, consolidating our locations, and focusing on strategic products. These actions have resulted in the additional write-offs of capitalized software and goodwill discussed above. We are confident that these are the right steps to take to meet our top priority of regaining positive EBITDA as soon as possible. "On a personal note, I want to thank every member of our team for their hard work and dedication during a challenging time for this company. We are working closely with all our employees to ensure a smooth transition for our company as well as the departing members of our team. In addition, we have issued 1,724,500 options to our remaining employees, in order to unite them in achieving our aggressive business targets. "As we are addressing operational concerns, we are at the same time seeing early success in reinvigorating our sales. Now our restructuring plan positions us to move ahead in terms of our cost structure and build on the positive revenue momentum of the second quarter. "In sum, ION Networks is now positioned for a return to positive EBITDA, as costs have been aligned and cash has been secured to fund our revised operating plans. We have revamped our incentive program for our employees, restructured our sales and marketing teams, and focused our R&D efforts. We recently launched new products, including NetwoRx PRIISMS 1.2, and have been investing in a new product pipeline, including PRIISMS 1.3, for release next year. We now have the appropriate level of resources and are better able to effectively address our customers' current and future needs." Conference Call ION Networks will host a conference call on Wednesday, November 29 at 9:00 a.m. (Eastern). To listen to the conference call, domestic and international callers can dial 212-346-0158. A replay will be available approximately one hour after the call until 11:59 p.m. EST on Wednesday, December 6, 2000. The replay number is 858-812-6440, passcode: 17038770. The conference call will also be available via the Internet by accessing www.ion-networks.com Please go to the web site at least fifteen minutes prior to the call to register, download, and install any necessary audio software. A replay of the conference call will also be available at this web site until Wednesday December 6, 2000. About ION Networks ION Networks is a leading developer and manufacturer of software- and hardware-based solutions for secure network infrastructure management and automated performance analysis and restoration. Based in Piscataway, NJ, the Company has installed systems worldwide from its six direct sales offices in the U.S., its wholly owned subsidiaries in Livingston, Scotland and in Antwerp, Belgium, its division in Fremont, California, and its distribution networks on four continents. it's about availability(SM) This press release contains information which 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. - --------------- Contact: Morgen-Walke Associates, Inc. Stephanie Prince / Ian Hirsch 212/850-5600 EX-99.1(II) 3 0003.txt PRESS RELEASE DATED JANUARY 16, 2001 [ION NETWORKS LOGO] NEWS RELEASE Contacts: Ian Hirsch/Stephanie Prince Morgen-Walke Associates, Inc. 212-850-5600 FOR IMMEDIATE RELEASE Francine Hardaway Stealthmode.com 602-331-0997 francine@stealthmode.com ------------------------ ION NETWORKS TO PROVIDE SBC COMMUNICATIONS SECURE REMOTE ACCESS PRODUCTS (January 16, 2001 - Piscataway, New Jersey) - ION Networks, Inc. (NASDAQ:IONN), THE PROACTIVE NETWORK INFRASTRUCTURE MANAGEMENT COMPANYSM and a leader in network performance analysis and restoration, today announced that it will provide SBC Communications Inc. with its Sentinel 2000 product for use in SBC's Advanced Solutions Inc. (ASI) subsidiary's 13-state data communications network. ION has received an order for 156 units and anticipates, based on the overall project, orders for up to two (2) thousand units over the next 12 months. The placing, size and timing of these anticipated orders are at SBC's discretion. The Sentinel 2000, which is NEBS-3 compliant, will provide secure console port access to data telecommunications equipment at SBC ASI sites. To facilitate management of the Sentinel devices, ION Networks will also provide PRIISMS Manager systems. PRIISMS Manager will also be an authentication gateway to ensure that only authorized users have access to remote equipment as well as any data stored in the database. PRIISMS provides Multi-Level Access Control as well as an audit report of activity on each port. The deal is significant for ION Networks and makes SBC one of the company's largest customers. "The fact that a Tier One carrier such as SBC is purchasing ION Networks' remote infrastructure management solution is an indication that peace of mind can be guaranteed for network managers by deploying both Sentinels and PRIISMS Manager," said Ron Sacks, CEO of ION Networks. The Sentinel 2000 monitors devices on the network as well as the health and configuration of the network, performs preventive and routine maintenance, manages the flow of information, and performs data collection and analysis from one central point. The Sentinel 2000 is also capable of Environmental Monitoring--checking real-world conditions that surround the data elements on the network. Environmental Monitoring uses analog sensors to monitor conditions such as temperature, humidity, and battery voltage. Sentinel 2000 features include: Secure Access, Alarm and Event Management, Environmental Monitoring, Data Buffering and SNMP Management. The base model of the Sentinel 2000 is equipped with 4 host ports and can be expanded to include these additional options: Sentinel 2000H - one host expansion board (12 host ports) to total a 16 host port unit. Sentinel 2000H2 - two host expansion boards (24 host ports) to total a 28 host port unit. Sentinel 2000I - with I/O Expansion Board adds 72 Contact Closure Inputs plus 12 Mechanical Relays (6 latching/6 non-latching). For more information visit ION's web site at www.ion-networks.com. ABOUT ION NETWORKS ION Networks is a leading developer and manufacturer of software and hardware based solutions for secure network infrastructure management and automated performance analysis and restoration. Based in Piscataway, NJ, the Company has installed systems worldwide from its six direct sales offices in the U.S., its wholly owned subsidiaries in Livingston, Scotland and Antwerp, Belgium, its division in Fremont, California, and its distribution networks on four continents. IT'S ABOUT AVAILABILITYSM 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-----