-----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, E6yhebhQ7+UJLDy8O9h5uRsux6IHRIRIirVDL9Fw+CjOLQXpq3Q6WSDI8MwjrCvx uAK/EJCJeT5466sqKwPJyA== 0001047469-97-002434.txt : 19971104 0001047469-97-002434.hdr.sgml : 19971104 ACCESSION NUMBER: 0001047469-97-002434 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971027 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971103 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILICON GRAPHICS INC /CA/ CENTRAL INDEX KEY: 0000802301 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 942789662 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10441 FILM NUMBER: 97706715 BUSINESS ADDRESS: STREET 1: 2011 N SHORELINE BLVD STREET 2: MS 6U-710 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-1389 BUSINESS PHONE: 4159601980 MAIL ADDRESS: STREET 1: 2011 N SHORELINE BLVD STREET 2: POST OFFICE BOX 7311 MS 6U-710 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-1389 8-K 1 8-K 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: OCTOBER 27, 1997 (Date of earliest event reported) SILICON GRAPHICS, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-10441 94-2789662 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 2011 N. SHORELINE BOULEVARD, MOUNTAIN VIEW, CALIFORNIA 94043-1389 (Address of principal executive offices) (Zip Code) (415) 960-1980 (Registrant's telephone number, including area code) ------------------------------------------------------------ (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On October 27, 1997, Silicon Graphics, Inc. issued a press release regarding its results for the quarter ended September 30, 1997, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. On October 29, 1997, Silicon Graphics, Inc. issued three press releases regarding senior management changes and a restructuring program, copies of which are attached hereto as Exhibit 99.2 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit 99.1 Press release of Silicon Graphics, Inc. dated October 27, 1997. Exhibit 99.2 Press releases of Silicon Graphics, Inc. dated October 29, 1997. 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 on the date indicated. Dated: October 31, 1997 SILICON GRAPHICS, INC. (Registrant) By: /s/ William M. Kelly --------------------------- William M. Kelly Senior Vice President, Corporate Operations EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 Contact: Marilyn Lattin (415) 933-5070 Director, Investor Relations Media: Kevin Burr (415) 933-5411 Director, Public Relations SILICON GRAPHICS REPORTS FIRST QUARTER RESULTS MOUNTAIN VIEW, Calif. (October 27, 1997) -- Silicon Graphics, Inc. (NYSE: SGI) today announced results for its first quarter ended September 30, 1997 which were consistent with its preliminary release on October 6, 1997. Silicon Graphics' revenue for the first quarter of fiscal 1998 was $768 million, compared to $766 million in the same quarter a year ago. Excluding special charges, the company's net loss was $37 million or $0.20 per share. "Our disappointing first quarter results are due largely to a shortfall in our server business, particularly in the United States. We are taking steps to strengthen our sales and marketing efforts in support of our server product family," said Edward R. McCracken, chairman and chief executive officer. The company also said that it expects this quarter to implement a program to reduce its operating expenses to a level consistent with current business conditions. Reported first quarter results included $17 million in charges related to the company's acquisition of ParaGraph International and other merger-related expenses of $2 million. Including those special charges, the company's net loss for the first quarter was $56 million, or a loss of $0.31 per share, compared with a net loss of $22 million, or $0.13 per share, in the first quarter of fiscal 1997. The company's cash position increased significantly during the first quarter, as a result both of the collection of accounts receivable from the strong June quarter as well as improved asset management execution. Cash, cash equivalents and marketable --more-- SILICON GRAPHICS REPORTS FIRST QUARTER RESULTS 2-2-2-2 investments, were $657 million at September 30, 1997. The company's backlog at September 30, 1997 was $398 million. - ------------------------------------------------------------------------------- Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements that involve risks and uncertainties, detailed form time to time in the company's SEC reports, including the report on Form 10-K for the year ended June 30, 1997. - ------------------------------------------------------------------------------- Silicon Graphics, Inc. is a leading supplier of high-performance interactive computing systems. Silicon Graphics and its subsidiaries have office throughout the world and headquarters in Mountain View, CA. --more-- SILICON GRAPHICS REPORTS FIRST QUARTER RESULTS 3-3-3-3 SILICON GRAPHICS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS EXCEPT PER SHARE AMOUNTS) Three Months Ended Sept. 30, Sept 30, 1997 1996 ---------- ---------- (unaudited) Product and other revenue ............... $ 620,696 $ 623,413 Service revenue.......................... 147,297 142,189 ---------- ---------- Total revenue.......................... 767,993 765,602 Costs and expenses: Cost of product and other revenue...... 351,660 372,960 Cost of service revenue................ 86,263 77,735 Research and development............... 116,354 108,279 Selling, general and administrative.... 261,421 232,167 Write-off of acquired in-process technology and merger-related expenses............................. 19,101 2,834 ---------- ---------- Total costs and expenses........... 834,799 793,975 ---------- ---------- Operating loss........................... (66,806) (28,373) Interest and other expense, net.......... (2,307) (818) ---------- ---------- Loss before income taxes................. (69,113) (29,191) Benefit for income taxes................. (13,575) (7,590) ---------- ---------- Net loss................................. (55,538) (21,601) Preferred stock dividend requirement..... (131) (131) ---------- ---------- Net loss available to common stockholders........................... $ (55,669) $ (21,732) ---------- ---------- ---------- ---------- Net loss per common share................ $ (0.31) (0.13) ---------- ---------- ---------- ---------- Common shares and common share equivalents used in the calculation of net loss per common share........................... 182,160 172,974 ---------- ---------- ---------- ---------- --more-- SILICON GRAPHICS REPORTS FIRST QUARTER RESULTS 4-4-4-4 SILICON GRAPHICS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) Sept. 30, June 30, 1997 1997 ----------- ---------- (unaudited) ASSETS - ------ Current assets: Cash and cash equivalents.............. $ 484,605 $ 227,222 Short-term marketable investments...... 115,438 60,109 Accounts receivable, net............... 694,775 1,131,647 Inventories............................ 631,011 628,064 Prepaid expenses and other current assets............................... 258,086 268,552 ----------- ---------- Total current assets................. 2,183,915 2,315,594 Other marketable investments............. 57,208 86,961 Net property and equipment............... 520,347 525,452 Other assets............................. 494,697 416,585 ----------- ---------- $3,256,167 $3,344,592 ----------- ---------- ----------- ---------- LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Accounts and notes payable............. $ 201,848 $ 303,647 Other current liabilities.............. 767,718 782,559 ----------- ---------- Total current liabilities............ 969,566 1,086,206 Long-term debt and other................. 421,058 419,144 Total stockholders' equity............... 1,865,543 1,839,242 ----------- ---------- $3,256,167 $3,344,592 ----------- ---------- ----------- ---------- EX-99.2 3 EXHIBIT 99.2 EXHIBIT 99.2 Financial Contact: Marilyn Lattin, 650-933-5070 FOR IMMEDIATE RELEASE Director, Investor Relations mlattin@corp.sgi.com Media Contact: Kevin Burr, 650-933-5411 Director, Public Relations kburr@corp.sgi.com SILICON GRAPHICS ANNOUNCES LEADERSHIP TRANSITION MOUNTAIN VIEW, Calif. (Oct. 29, 1997) Silicon Graphics, Inc. (NYSE:SGI) today announced that Edward R. McCracken, chairman and chief executive officer, has informed the board of directors of his intention to step down from his role as chief executive officer. McCracken has agreed at the request of the board of directors to continue as chairman and chief executive officer during the search for a successor. "I've decided that now is the right time for the company and for me personally to make a change," said McCracken. "When I joined Silicon Graphics in 1984, it was a one-hundred person graphics company with great people and ambitious objectives. Today we are the world's leader not only in graphics but in the entire high-performance computing market. I've been proud to be associated with the talented and innovative people of Silicon Graphics, and I'm looking forward to continuing in a strategic role with the company. I'm very confident that Silicon Graphics will continue to grow under new leadership, and I'm committed to making the transition successful." James A. McDivitt, a member of the board of directors since 1987, said, "The board understands and respects Ed's decision to change his role in the company at this time. Ed has made a remarkable contribution in building Silicon Graphics, and we value his vision and achievements. The board has been closely involved in reviewing the strategy and operations of the company and is highly confident about its future success. We believe the company is addressing the operational issues that have affected its performance and want to express our support for the management team in implementing the company's plans." Silicon Graphics, Inc. is a leading supplier of high-performance interactive computing systems. Silicon Graphics and its subsidiaries have offices throughout the world and corporate headquarters in Mountain View, California. MEDIA CONTACTS: FOR IMMEDIATE RELEASE Kevin Burr, 650-933-5411 kburr@corp.sgi.com John Thompson, 650-933-8515 jt@corp.sgi.com SILICON GRAPHICS EXECUTIVE VICE PRESIDENT GARY LAUER RESIGNS; ROBERT EWALD TO SERVE AS ACTING CHIEF OPERATING OFFICER MOUNTAIN VIEW, Calif. (Oct. 29, 1997) -- Silicon Graphics, Inc. (NYSE:SGI) today announced that Gary L. Lauer has resigned as executive vice president of Worldwide Field Operations and as president of the company's World Trade Corporation. The company also announced that Robert H. Ewald, executive vice president of Computer Systems, will serve as acting chief operating officer, with responsibility for product development and manufacturing, sales and marketing. "Gary has made a major contribution to Silicon Graphics," said Edward R. McCracken, chairman and chief executive officer of Silicon Graphics. "He has been instrumental in building a sales organization that has driven our growth over the past nine years." Lauer joined Silicon Graphics in July 1988 as vice president of North American Marketing and went on to build the company's U.S. sales organization as senior vice president of North American Field Operations. He became executive vice president, running Worldwide Field Operations, in July 1995. "I've asked Bo to step into this broader operating role while we seek new leadership for the sales and marketing organization," said McCracken. "This acting assignment, in addition to Bo's other duties running product development and manufacturing operations, ensures a hands-on approach to our core operations during this transition period." Silicon Graphics, Inc. is a leading supplier of high-performance interactive computing systems. Silicon Graphics and its subsidiaries have offices throughout the world and headquarters in Mountain View, California. Financial Contact: Marilyn Lattin, 650-933-5070 FOR IMMEDIATE RELEASE Director, Investor Relations mlattin@corp.sgi.com Media Contact: Kevin Burr, 650-933-5411 Director, Public Relations kburr@corp.sgi.com SILICON GRAPHICS ANNOUNCES RESTRUCTURING PROGRAM MOUNTAIN VIEW, Calif. (Oct. 29, 1997) -- Silicon Graphics, Inc. (NYSE:SGI) today announced that it will implement a restructuring program in the December quarter to reduce its operating expense levels. The company said the restructuring moves will enable it to operate more efficiently and profitably, while increasing its investment in next-generation programs. The program will include a reduction in workforce that is expected to eliminate 700 to 1,000 positions worldwide, including contractors. The company expects to take a restructuring charge in the current quarter of approximately $50 million, the majority of which is attributable to the workforce reductions. Silicon Graphics, Inc. is a leading supplier of high-performance interactive computing systems. Silicon Graphics and its subsidiaries have offices throughout the world and headquarters in Mountain View, California. -----END PRIVACY-ENHANCED MESSAGE-----