-----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, Bp5PtgpUqGs+ysipn9VKBFTKS9iLg1yYL+JyfqweTuSkXQh5C8EkiYkS8ILTMjMg 5wXNelybSPCQdmCzUCm7Mw== 0001072613-03-001420.txt : 20030815 0001072613-03-001420.hdr.sgml : 20030815 20030814183211 ACCESSION NUMBER: 0001072613-03-001420 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030814 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEMOTUS SOLUTIONS INC CENTRAL INDEX KEY: 0000832370 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954599440 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15569 FILM NUMBER: 03849193 BUSINESS ADDRESS: STREET 1: 16400 LARK AVE STREET 2: SUITE 230 CITY: LOS GATOS STATE: CA ZIP: 95032 BUSINESS PHONE: 4083587100 MAIL ADDRESS: STREET 1: 16400 LARK AVE STREET 2: SUITE 230 CITY: LOS GATOS STATE: CA ZIP: 95032 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK NET INC DATE OF NAME CHANGE: 19990707 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK SYSTEMS CORP /CA/ DATE OF NAME CHANGE: 19960723 FORMER COMPANY: FORMER CONFORMED NAME: LORD ABBOTT INC DATE OF NAME CHANGE: 19920703 8-K 1 form8-k_12179.txt SEMOTUS SOLUTIONS, INC. FORM 8-K DATED 8-14-03 ================================================================================ 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 earliest event reported): August 14, 2003 SEMOTUS SOLUTIONS, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) NEVADA 0-21069 36-3574355 ------ ------- ---------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 16400 Lark Ave., Suite 230 Los Gatos, CA 95032 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (408) 358-7100 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, including area code) ================================================================================ ITEM 7. Financial Statements and Exhibits. (c) The following exhibits are filed with this report: Exhibit Number Description -------------------- --------------- 99.1 Press Release of Semotus Solutions, Inc. dated August 14, 2003. ITEM 9. REGULATION FD DISCLOSURE On August 14, 2003, Semotus Solutions, Inc. (the "Company") issued a press release with respect to its financial results for the quarter ended June 30, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This Current Report on Form 8-K and the press release attached hereto are being furnished by the Company pursuant to Item 12 of Form 8-K, insofar as they disclose historical information regarding the Company's results of operations for the quarter ended June 30, 2003. In accordance with General Instruction B.6 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized. SEMOTUS SOLUTIONS, INC. Date: August 14, 2003 By: /s/ Anthony N. LaPine ------------------------------------- Anthony N. LaPine, President and Chief Executive Officer EX-99.1 3 exh99-1_12179.txt PRESS RELEASE DATED AUGUST 14, 2003 EXHIBIT 99.1 ------------ SEMOTUS SOLUTIONS ANNOUNCES FINANCIAL RESULTS FOR THE FIRST QUARTER ENDED JUNE 30, 2003 Semotus Reports 35% Reduction in Net Loss, Margin Improved to 77% and Cash Burn Reduced by 67% LOS GATOS, CA.-- (PrimeZone Media) August 14, 2003, 12:30 PM EST -- Semotus Solutions (AMEX:DLK), a leading provider of software for mobile enterprise applications, reported the financial results of the first quarter of its fiscal year 2004. For the three months ended June 30, 2003, the Company continued on its path to profitability with a reduced net loss and cash burn rate and at the same time further improving its margins. Semotus reported a reduction in its net loss to $673,000 or $0.03 per share in the three months ended June 30, 2003 from $1.0 million or $0.06 per share in the three months ended June 30, 2002. Semotus also reduced its use of cash by 67% to $231,000 from $709,000 in the three months ended June 30, 2003 versus 2002. Semotus' operating performance improved, as evidenced by a continued increase in its gross profit margin to 77% for the quarter ended June 30, 2003 from 65% for the quarter ended June 30, 2002. Revenues declined to $354,000 from $614,000 in the quarter ended June 30, 2003 versus 2002. This revenue decline is substantially all a result of the completion of a customer maintenance contract at March 31, 2003. Last year's recorded revenue resulted from the amortization of deferred revenue from the customer maintenance contract and as such, had no impact on the cash position of the Company. As discussed in Note 5 to the Consolidated Financial Statements, "Stock Based Compensation Expense", the Company's net loss was increased by a non-cash charge to income of $348,000 due to the application of the variable method of accounting for certain stock options that were repriced. In accordance with generally accepted accounting principles, $348,000, or 51% of the Company's net loss, is a consequence of the non-cash compensation expense recognized on repriced stock options. "We have stayed on our course that we set out upon last year to improve our operations and get to profitability," said Mr. Charles Dargan, CFO of Semotus. "This quarter continues to build upon our Consolidation and Centralization Plan and we are closing in on our goal of profitability." Mr. Anthony LaPine, CEO and Chairman of the Board, stated, "Now that we have cut our losses and increased our gross margins, our next challenge is revenue growth. Semotus' recent partnership with Reuters is just one of many new Sales and Marketing initiatives that are expected to contribute to future revenue growth. We continue to conserve our cash while we carefully invest in our future." Mr. LaPine continued, "We have completed the difficult and painful Consolidation and Centralization phase of the company evolution. We have cleaned up the equity structure with the buy back of a $5.7 million dollar Preferred. Semotus now has a clean ownership structure with one class of common stock and no debt. As I have mentioned in the past, we are committed to achieving profitability and to increased shareholder value." ABOUT SEMOTUS SOLUTIONS Founded in 1993, Semotus Solutions (AMEX:DLK) is a premier provider of software for the mobile enterprise, connecting employees to critical business systems, information and processes. With a Fortune 1000 installed base and more than 600 corporate customers including Lockheed Martin, Blue Cross Blue Shield, Coca-Cola, Hewlett Packard, Nextel Communications, JP Morgan-Chase, and The United Nations, Semotus Solutions' software provides mobility, convenience, efficiency and profitability in the areas of workforce automation, finance, healthcare, and m-commerce. Semotus Solutions is proud to be included in the Deloitte & Touche 2002 "Technology Fast 500" list of companies. WWW.SEMOTUS.COM --------------- SEMOTUS SOLUTIONS MEDIA CONTACT STEPHANIE JANARD, 303-708-1159 Marketing Manager SJANARD@SEMOTUS.COM - ------------------- SEMOTUS SOLUTIONS INVESTOR RELATIONS CONTACT TALI DURANT, 408-358-7100 Corporate Counsel TDURANT@SEMOTUS.COM - ------------------- ### This press release contains forward-looking statements, which are made pursuant to the Safe-Harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as "intends, "believes and similar expressions reflecting something other than historical fact are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements involve a number of risks and uncertainties, including the timely development and market acceptance of products and technologies, the ability to secure additional sources of finance, the ability to reduce operating expenses, and other factors described in the Company's filings with the Securities and Exchange Commission. The actual results that the Company achieves may differ materially from any forward-looking statement due to such risks and uncertainties. The Company undertakes no obligation to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release. -----END PRIVACY-ENHANCED MESSAGE-----