-----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, TXv/nPtWab7qU0iNtrG1Q7srGr29admIlFMYcBAXVuBup2Jy//XTE6nReZYK4fum VaxjvkxkeGILIJR95+jAGw== 0001019056-99-000352.txt : 19990624 0001019056-99-000352.hdr.sgml : 19990624 ACCESSION NUMBER: 0001019056-99-000352 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990524 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALL AMERICAN SEMICONDUCTOR INC CENTRAL INDEX KEY: 0000818074 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 592814714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-16207 FILM NUMBER: 99634020 BUSINESS ADDRESS: STREET 1: 16115 N W 52ND AVENUE CITY: MIAMI STATE: FL ZIP: 33014 BUSINESS PHONE: 3056218282 MAIL ADDRESS: STREET 1: 16115 NW 52ND AVENUE CITY: MIAMI STATE: FL ZIP: 33014 8-K 1 FORM 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): MAY 24, 1999 ------------- ALL AMERICAN SEMICONDUCTOR, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE ---------------------------------------------- (State or other jurisdiction of incorporation) 0-16207 59-2814714 - ----------------------- ---------------------- (Commission File Number) (I.R.S. Employer Identification No.) 16115 N.W. 52ND AVENUE, MIAMI, FLORIDA 33014 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (305) 621-8282 -------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On May 24, 1999, All American Semiconductor, Inc. (the "Company") announced that the Company's Board of Directors has authorized the repurchase of up to $2 million in purchase price of the Company's common stock, $.01 par value ("Common Stock"). The stock repurchases may, at the discretion of the Company's management, be made from time to time at prevailing prices in the open market or through privately negotiated transactions. The Company's management will base its decision on market conditions, the price of the Common Stock and other factors. The Company intends to make such stock repurchases using available cash flow from operations and/or available borrowings under its credit facility. Any shares of Common Stock repurchased will be available for reissuance in connection with the Company's Employees', Officers', Directors' Stock Option Plan or for other corporate purposes. Notwithstanding the adoption of the stock repurchase program, there can be no assurance that the Company will repurchase any or all of the Common Stock contemplated to be repurchased under such program or as to the timing thereof. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit No. Exhibit Description ----------- ------------------- 99 Press release dated May 24, 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. ALL AMERICAN SEMICONDUCTOR, INC. Date: May 24, 1999 By: /s/ Howard L. Flanders ------------------------------------ Howard L. Flanders Executive Vice President and Chief Financial Officer EX-99 2 EXHIBIT 99 EXHIBIT 99 FOR IMMEDIATE RELEASE ALL AMERICAN ANNOUNCES STOCK BUY BACK Miami, FL - May 24, 1999 - All American Semiconductor, Inc. (The Nasdaq Stock Market:SEMI), a leading national distributor of electronic components, today announced that its board of directors has authorized the repurchase of up to $2 million in purchase price of the Company's common stock. The stock repurchases may, at the discretion of the Company's management, be made from time to time at prevailing prices in the open market or through privately negotiated transactions. The Company's management will base its decision on market conditions, the price of the Company's common stock and other factors. The Company intends to make stock repurchases using available cash flow from operations and/or available borrowings under its credit facility. "This program reflects the board's confidence in our long-term prospects and our belief that our stock is currently undervalued," said Bruce M. Goldberg, President and Chief Executive Officer of All American. All American is recognized as the nation's 6th largest distributor of semiconductors and the 15th largest electronic components distributor overall. The Company has offices in 32 strategic locations throughout North America. To the extent that this press release discusses future performance, expectations, beliefs or intentions, or otherwise makes statements about our industry's or the Company's future, the statements are forward looking and are subject to a number of risks and uncertainties that could cause actual results, performance or achievements to differ materially from the statements made. Factors that could adversely affect the Company's future results, performance or achievements include, without limitation, the amount and timing of shipments of previously booked customer orders, the effectiveness of the Company's business and marketing strategies, timing of delivery of products from suppliers, price increases from suppliers that cannot be passed on to the Company's customers at the same rate, the product mix sold by the Company, the Company's development of new customers, existing customer demand as well as the level of demand for products of its customers, utilization by the Company of excess capacity, availability of products from and the establishment and maintenance of relationships with suppliers, price erosion in and price competition for products sold by the Company, the ability of the Company to enter or expand new market areas in a cost effective manner, the ability of the Company to expand its product offerings and to continue to enhance its service capabilities and the timing and cost thereof, the ability of the Company to open new branches in a timely and cost-effective manner, the availability of acquisition opportunities and the associated costs, management of growth and expenses, the Company's ability to collect accounts receivable, price decreases on inventory that is not price protected, gross profit margins, including decreasing margins relating to the Company being required to have aggressive pricing programs, increased competition from third party logistics companies and e-brokers through the use of the Internet as well as from its traditional competitors, availability and terms of financing to fund capital needs, the continued enhancement of telecommunication, computer and information systems and the cost thereof, the achievement by the Company and its vendors and customers and other third parties with which the Company has a business relationship of Year 2000 compliance in a timely and cost efficient manner, the continued and anticipated growth of the electronics industry and electronic components distribution industry, the impact on certain of the Company's suppliers and customers of economic or financial turbulence in off-shore economies and/or financial markets, change in government tariffs or duties, currency fluctuations, a change in interest rates, the state of the general economy, the success of the Company in avoiding the delisting of its common stock from The Nasdaq Stock Market, the success of the Company in buying back its common stock pursuant to its stock repurchase program, and the other risks and factors detailed in the Company's filings with the Securities and Exchange Commission (including reports on Forms 10-K and Forms 10-Q) and in its other press releases. These risks and uncertainties are beyond the ability of the Company to control. In many cases, the Company cannot predict the risks and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. CONTACT: Bruce M. Goldberg, CEO Howard L. Flanders, CFO (305) 621-8282 x1417 -----END PRIVACY-ENHANCED MESSAGE-----