-----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, Il1dWFdh8sbtHZQJ0SLRPcAGUl7S95Vaf1oR8pmr5uZdAZl5+V61MoJC6w9Cw+f7 FktkluYRXzmrYdl9QTvcSg== 0000950168-99-002488.txt : 19990921 0000950168-99-002488.hdr.sgml : 19990921 ACCESSION NUMBER: 0000950168-99-002488 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990915 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLENAYRE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000808918 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 980085742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15761 FILM NUMBER: 99714093 BUSINESS ADDRESS: STREET 1: 5935 CARNEGIE BOULEVARD CITY: CHARLOTTE STATE: NC ZIP: 28209 BUSINESS PHONE: 7045530038 FORMER COMPANY: FORMER CONFORMED NAME: N W GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NU WEST GROUP INC DATE OF NAME CHANGE: 19880221 FORMER COMPANY: FORMER CONFORMED NAME: NU WEST GROUP LTD DATE OF NAME CHANGE: 19871126 8-K 1 GLENAYRE TECHNOLOGIES, INC. 8-K 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) September 15, 1999 ------------------ GLENAYRE TECHNOLOGIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 0-15761 98-0085742 - -------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 5935 Carnegie Boulevard, Charlotte, North Carolina 28209 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (704) 553-0038 ------------------------------ Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Page 1 of 7 Pages ITEM 5. OTHER EVENTS. The Registrant announced on September 15, 1999 that its previously announced corporate strategic and organizational restructuring and manufacturing consolidation plan (the "Plan") would result in an approximate $11 million to $13 million charge to earnings during the third quarter of 1999. The Registrant's News Release dated September 15, 1999 is filed herewith as Exhibit 99.1 to this Report and the Registrant's News Release dated September 7, 1999 which describes the Plan, is filed herewith as Exhibit 99.2 to this Report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Registrant's News Release dated September 15, 1999. 99.2 Registrant's News Release dated September 7, 1999. 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. GLENAYRE TECHNOLOGIES, INC. By s/Billy C. Layton ------------------------- Billy C. Layton Vice President Dated: September 20, 1999 Page 2 of 7 Pages SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. EXHIBITS FORM 8-K CURRENT REPORT Date of Report Commission File Number September 15, 1999 0-15761 GLENAYRE TECHNOLOGIES, INC. EXHIBIT INDEX Exhibit No. Exhibit Description - ----------- ------------------- 99.1 Glenayre Technologies, Inc. News Release dated September 15, 1999 99.2 Glenayre Technologies, Inc. News Release dated September 7, 1999 Page 3 of 7 Pages EX-99 2 EXHIBIT 99.1 EXHIBIT 99.1 [LOGO]GLENAYRE CORPORATE HEADQUARTERS 5935 Carnegie Boulevard Charlotte, NC 28209 USA tel 704 553 0038 www.glenayre.com NEWS RELEASE Contact: Janet Cavalier, Investor Relations 704 553 0038 GLENAYRE TECHNOLOGIES ANNOUNCES RESTRUCTURING IMPACT FORECASTED 2000 OPERATING COSTS REDUCED BY APPROXIMATELY $20 MILLION CHARLOTTE, N.C., Sept. 15, 1999 --Glenayre Technologies Inc. (Nasdaq: GEMS) today released further details on the company's restructuring, part of President and Chief Executive Officer Eric Doggett's previously announced corporate strategic and organizational restructuring plan. Reflecting the efficiencies of its recently announced organizational structure and manufacturing consolidation plan, the company announced today that it will eliminate approximately 20% or a net of about 330 positions worldwide over the next two quarters. The restructuring will result in an approximate $11 million to $13 million charge to earnings during the third quarter of 1999. The reduction impacts all functional areas within the company, but the majority of the positions to be eliminated, about 200, are associated with Glenayre's Vancouver manufacturing operations. Retaining over 360 of its 650 employees, the company's Vancouver location will maintain a strategically important research and development team, along with certain customer service, product management, marketing, project management and support functions. The Vancouver manufacturing function will be consolidated into Glenayre's Illinois manufacturing operations in Quincy as announced earlier this month. The Quincy location will add 60 to 100 manufacturing positions depending on the transferred load. The majority of the remaining reductions are related to selling, general and administrative functions. Commenting on the changes, Doggett stated, "After exhaustive analysis and many difficult decisions, we've determined that consolidation and focus is the most appropriate path for a sustainable business foundation. These changes should allow us to reduce our projected 2000 operating costs by approximately $20 million on an annualized basis. Doggett continued, "Over the last 3 months we have re-evaluated our markets, products and business fundamentals. As reported with our second quarter results, we took the bold actions required to reinvigorate investor confidence in our balance sheet. The announcements over the last week reflect similarly bold actions to align our corporate organizational and cost structures with the business model of the new Glenayre. As I outlined earlier this quarter, the next step of our corporate reinvention plan includes the repositioning of our company. This will continue to unfold over the next quarter as Glenayre's tradition of Communication Innovations(TM) focuses on delivering network operators and consumers Solutions for an @ctive World(TM). Our customers and shareholders should expect nothing short of bold actions." Page 4 of 7 Pages A media teleconference regarding Glenayre's restructuring announcement will be held Wednesday, September 15, 1999, at 4:30 p.m. ET. To listen to the call, dial (913) 981-5508. Replay of the call will be available by dialing (719) 457-0820 and providing code 780582. For over 30 years, Glenayre Technologies Inc. has been developing and providing leading edge personal telecommunication systems, including products for paging and cellular networks. Additional information about Glenayre is available on the company's Web site at: http://www.glenayre.com. THIS NEWS RELEASE CONTAINS STATEMENTS THAT MAY BE FORWARD LOOKING WITHIN THE MEANING OF APPLICABLE SECURITIES LAWS. THE STATEMENTS MAY INCLUDE PROJECTIONS REGARDING FUTURE EARNINGS RESULTS, AND ARE BASED UPON THE COMPANY'S CURRENT EXPECTATIONS AND ASSUMPTIONS, WHICH ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER ARE DISCUSSED IN THE COMPANY'S MOST RECENTLY FILED FORM 10-Q. THESE FACTORS MAY INCLUDE: POTENTIAL MARKET CHANGES RESULTING FROM RAPID TECHNOLOGICAL ADVANCES; ACCEPTANCE OF TWO-WAY PAGING PRODUCTS; COMPETITION; VARIABILITY OF QUARTERLY RESULTS; VOLATILITY OF THE COMPANY'S STOCK PRICE; LIMITS ON PROTECTION OF PROPRIETARY TECHNOLOGIES; POTENTIAL CHANGES IN GOVERNMENT REGULATION; FINANCING CUSTOMER PURCHASES FOR DEVELOPMENT OF THE TWO-WAY COMMUNICATIONS MARKET; AND INTERNATIONAL BUSINESS RISKS. # # # Communications Innovations and Solutions for an @ctive World are trademarks of Glenayre Page 5 of 7 Pages EX-99 3 EXHIBIT 99.2 EXHIBIT 99.2 [LOGO]GLENAYRE CORPORATE HEADQUARTERS 5935 Carnegie Boulevard Charlotte, NC 28209 USA tel 704 553 0038 www.glenayre.com News Release Contact: Mark Smalley, VP - Investor Relations 704 553 0038 mark.smalley@glenayre.com GLENAYRE TO UNIFY AND LEVERAGE DIVERSE TELECOMMUNICATIONS NETWORK AND CONSUMER PRODUCTS EXPERTISE CHARLOTTE, N.C., Sept. 7, 1999 -- Eric Doggett, recently appointed president and CEO of Glenayre Technologies Inc. (Nasdaq: GEMS) announced Friday his initial corporate strategic and organizational restructuring plans. Doggett's plans include the integration of the divisional structures of Glenayre's Wireless Messaging, Wireless Access and Integrated Network Groups. The consolidation will facilitate the development of communications solutions across applications and network technologies. The company also announced that it would gradually transition all manufacturing to its Illinois facility to lower production costs. The detailed restructure planning and associated charges are expected to be announced with this quarter's results. Doggett stated, "Our new mission going forward is to provide `Solutions for an @ctive World(TM)'. Our goal is to offer carriers of all network technologies complete end-to-end consumer messaging solutions. Our new structure will better enable us to leverage our strengths in wireless data, unified messaging, data-centric devices and partnering to achieve this goal. It will also allow us to do this much more cost effectively." Under the company's restructuring, Glenayre's three operating units have been consolidated into the following groups: products, worldwide sales, operations and a consumer products strategic business unit. Warren Neuburger, executive vice president - products, previously the head of the Integrated Networks Group, will manage the consolidated product management, engineering and customer service functions. Bill Edwards, who previously managed the Integrated Networks Group sales, has been appointed as senior vice president - worldwide sales. John Rottenburg, senior vice president - operations, is responsible for manufacturing and logistics. Gary Hermansen, previously head of the Wireless Access Group, has been appointed senior vice president/general manager of the consumer products business unit. Additionally, Stan Ciepcielinski, previously chief operating officer, has been re-appointed as chief financial officer. "Coincident with this reorganization, we have implemented major changes in our processes for allocating and managing spending and strategies in selling, general and administrative, and research and development. This will provide a much tighter focus on business results and accountability throughout the organization, while ensuring strategy consistency in both our business and products. We also expect that this new structure will enable us to significantly reduce selling, general and administrative expenses over the next year." - More - Page 6 of 7 Pages For over 30 years, Glenayre has been developing and providing leading edge personal telecommunication systems, including products for paging, digital, mobile and fixed networks. Glenayre has approximately 2,000 employees, and has products installed in 100 countries. Additional information about the company is available at www.glenayre.com. THIS NEWS RELEASE CONTAINS STATEMENTS THAT MAY BE FORWARD LOOKING WITHIN THE MEANING OF APPLICABLE SECURITIES LAWS. THE STATEMENTS MAY INCLUDE PROJECTIONS REGARDING FUTURE EARNINGS RESULTS, AND ARE BASED UPON THE COMPANY'S CURRENT EXPECTATIONS AND ASSUMPTIONS, WHICH ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER ARE DISCUSSED IN THE COMPANY'S MOST RECENTLY FILED FORM 10-Q. THESE FACTORS MAY INCLUDE: POTENTIAL MARKET CHANGES RESULTING FROM RAPID TECHNOLOGICAL ADVANCES; ACCEPTANCE OF TWO-WAY PAGING PRODUCTS; COMPETITION; VARIABILITY OF QUARTERLY RESULTS; VOLATILITY OF THE COMPANY'S STOCK PRICE; LIMITS ON PROTECTION OF PROPRIETARY TECHNOLOGIES; POTENTIAL CHANGES IN GOVERNMENT REGULATION; FINANCING CUSTOMER PURCHASES FOR DEVELOPMENT OF THE TWO-WAY COMMUNICATIONS MARKET; AND INTERNATIONAL BUSINESS RISKS. # # # PAGE 7 OF 7 PAGES -----END PRIVACY-ENHANCED MESSAGE-----