-----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, TiMHSvvTvGC97qlEvGkfr7RVUNsXUe6RXCVBf1K4t1BpqlTcWNTFT2zCCdDDr3DL 2KUwS/Qwxi+16Gf57aIXZg== 0000808220-98-000005.txt : 19980504 0000808220-98-000005.hdr.sgml : 19980504 ACCESSION NUMBER: 0000808220-98-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980424 ITEM INFORMATION: FILED AS OF DATE: 19980430 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SSE TELECOM INC CENTRAL INDEX KEY: 0000808220 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 521466297 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-16473 FILM NUMBER: 98604684 BUSINESS ADDRESS: STREET 1: SUITE 710 8230 LEESBURG PIKE CITY: VIENNA STATE: VA ZIP: 22182 BUSINESS PHONE: 7034424503 MAIL ADDRESS: STREET 1: SUITE 710 8230 LEESBURG PIKE CITY: VIENNA STATE: VA ZIP: 22182 8-K 1 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 April 29, 1998 earliest event reported) SSE TELECOM, INC. (Exact name of registrant as specified in its charter) Delaware 33-10965 52-1466297 (State of or other (Commission File (I.R.S.Employer jurisdiction of Number) Identification No.) incorporation) Suite 710, 8230 Leesburg Pike Vienna, Virginia 22182 (Address of principal executive offices) Registrant's telephone number: (703) 442-4503 Page 1 of 6 Exhibit index on page 3 ITEM 5. OTHER EVENTS. Registrant is filing this form 8-K solely for the purpose of disclosing the effect of the adoption of FAS 128, "Earnings per Share", on its Annual Report on Form 10-K for the fiscal year ended September 27, 1997 (the 1997 Form 10-K) and the related restatement of earnings per share thereon, so that such information may be incorporated by reference into future filings. Restatement of selected financial data is for the fiscal quarters in each of the years ended September 27, 1997 and September 28, 1996 and the five years ended September 27, 1997 and related disclosures as prescribed by FAS 128 for the three years ended September 27, 1997. Restatement of selected financial data as relates to the adoption of FAS 128 "Earnings per Share" is attached hereto as Exhibit 99.1. On April 27, 1998 the Company announced the consolidated statement of operations for the three and six months ended March 28, 1998 and the consolidated balance sheets as of March 28, 1998. As of March 28, 1998 the Company is not in compliance with one of its bank covenants on operations profitability. ITEM 7. FINANCIAL STATEMENT AND EXHIBITS ( c ) Exhibits 99.1 Restatement of selected data as relates to the adoption of FAS 128, "Earnings per Share". SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant had duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: April 29, 1998 SSE TELECOM, INC. By: /s/ Russ D. Kinsch Russ D. Kinsch Chief Financial Officer Page 2 of 6 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ------- --------------------------------------- 99.1 Restatement of selected data as relates to the adoption of FAS 128, "Earnings per Share". Page 3 of 6 EX-99 2 Exhibit 99.1 In 1997, the Financial Accounting Standards Board issued Statement No. 128, "Earnings per Share" (FAS 128). FAS 128 replaced the calculation of primary and fully diluted net income (loss) per share with basic and diluted net income (loss) per share. Unlike primary net income (loss) per share , basic net income (loss) per share excludes any dilutive effects of options, warrants and convertible securities. Diluted net income (loss) per share is very similar to the previously reported fully diluted net income (loss) per share.
Exhibit 99.1 Quarterly Financial Information Dec. 28, Mar. 29, Jun.28, Sep. 27, 1996 1997 1997 1997 Net income(loss) per share as previously reported $ 0.30 $(0.07) $(0.67) $ 0.12 Net income(loss)per share;restated, Basic: Net income (loss) per share $ 0.30 $(0.07) $(0.67) $ 0.12 Diluted: Net income (loss) per share $ 0.29 $(0.07) $(0.67) $ 0.12 Dec. Mar. Jun. Sep. 30, 30, 29, 28, 1995 1996 1996 1996 Net income(loss)per share as previously reported $0.09 $(0.20) $(0.09) $0.22 Basic: Net income (loss) per share $0.09 $(0.20) $(0.09) $0.22 Diluted: Net income (loss) per share $0.09 $(0.20) $(0.09) $0.21
Page 4 of 6 Fiscal Year Information Fiscal Years Ended Sep. 27, Sep. 28, Sep. 30, Oct. 1, Sep.25, 1997 1996 1995 1994 1993 Net income (loss)per share as previoulsly reported $(0.32) $0.02 $0.20 $0.40 $0.37 Net income (loss)per share;restated, Basic: Net income (loss)per share $(0.32) $0.02 $0.20 $0.42 $0.42 Diluted: Net imcome (loss)per share $(0.32) $0.02 $0.20 $0.40 $0.37
FAS 128 Disclosure The calculation of Basic and Diluted earnings per share for the three years ended September 27, 1997, September 28, 1996, and September 30, 1995, is as follows (in thousands, except per share amounts). Sep. 27, Sep. 28, Sep. 30, 1997 1996 1995 Net(loss)income $(1,890) $131 $1,099 Interest on 6 1/2% subordinated debentures, net of income tax effect -- -- -- Net(loss),as adjusted $(1,890 $131 $1,099 Weighted-average common shares - Basic 5,820 5,368 5,370 Dilutive common stock options and warrants -- 227 217 Shares issusable from assumed exercise of conversion of 61/2% convertible subordinated debentures -- -- -- Adjusted weighted-average common shares and assumed conversions - - Diluted 5,820 5,595 5,587 Earnings per share - Basic; Net (loss) income per common share $(0.32) $0.02 $0.20 Earningss per share - Diluted; Net (loss) income per common share $(0.32) $0.02 $0.20
Page 5 of 6 In fiscal year 1997, 1996, and 1995, options and warrants outstanding and the conversion effect of convertible debentures would have been antidilutive, therefore Basic and Dilutive earnings are the same. The effect of convertible debentures, issued in March and September 1994, is excluded from income and adjusted weighted-average common shares, for the following periods, because it would have been antidilutive. The following amounts related to convertible debentures and common stock options and warrants have been excluded. (in thousands) Quarterly Financial Information Mar. 29, Jun. 28, 1997 1997 Income, net of tax $ 39 $ 43 Potentially dilutive shares 384 352 Dec. 30, Mar. 30, Jun. 29, 1995 1996 1996 Income, net of tax $ 96 $ 98 $ 102 Potentially dilutive shares 729 977 1,056 Fiscal Year Information Sep. 27, Sep. 28, Sep. 30, 1997 1996 1995 Income, net of tax $ 168 $ 379 $ 265 Potentially dilutive shares 370 709 729
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