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 (Date of earliest event reported):          March 8, 2006          

INFOCUS CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 000-18908

Oregon	93-0932102
(State or other jurisdiction of incorporationor organization)	(I.R.S. Employer Identification No.)
27700B SW Parkway Avenue, Wilsonville, Oregon	97070
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: 503-685-8888

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFOCUS CORPORATION

FORM 8-K

INDEX

Item	Description
Item 1.01	Entry into a Material Definitive Agreement
Item 8.01	Other Events
Item 9.01	Financial Statements and Exhibits
Signatures

1

Item 1.01 Entry into a Material Definitive Agreement

On March 9, 2006, InFocus Corporation issued a press release announcing that it has negotiated an extension from Wells Fargo Foothill related to the Company’s $25 million line of credit, which moves the due date for providing the bank with audited financial statements for its fiscal year 2005. The extended due date for providing Wells Fargo Foothill with the audited financial statements for fiscal year 2005 is May 31, 2006. A copy of the extension is attached as Exhibit 10.1.

Item 8.01 Other Events

On March 9, 2006, InFocus Corporation issued a press release announcing it expects a delay in filing its fiscal 2005 Annual Report on Form 10-K with the Securities and Exchange Commission. The delay in filing will allow for the completion of internal investigations recently initiated by the Company’s Audit Committee and completion of related audit procedures by the Company’s registered independent auditors, KPMG LLP. The Audit Committee does not expect to be able to conclude its review by the March 16, 2006 deadline for filing the Company’s 2005 Annual Report on Form 10-K. Additional details on the expected delay are included in the press release which is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are furnished herewith and this list is intended to constitute the exhibit index:

10.1	Letter Extension of Delivery of Annual Financial Statements
99.1	Press release dated March 9, 2006 announcing InFocus Corporation’s expected delay in filing its fiscal 2005 Annual Report on Form 10-K.

2

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 hereunto duly authorized.

Date:	March 9, 2006	INFOCUS CORPORATION
		By:	/s/C. Kyle Ranson
		C. Kyle Ranson
		President and Chief Executive Officer
		(Principal Executive Officer)
		By:	/s/Roger Rowe
		Roger Rowe
		Vice President Finance, Chief Financial Officer and Secretary
		(Principal Financial Officer)

3

EX-10.1

EXHIBIT 10.1

March 8, 2006

InFocus Corporation
27700 SW Parkway
Wilsonville, OR 97070
Attn:  Roger Rowe, CFO

Re:Extension of Delivery of Annual Financial Statements

Ladies and Gentlemen:

Reference is hereby made to that certain Credit Agreement, dated as of October 25, 2004 (as amended to date, the “Credit Agreement”), by and among InFocus Corporation, an Oregon corporation (“Borrower”), the lenders from time to time signatory to the Credit Agreement (the “Lenders”) and Wells Fargo Foothill, Inc., a California corporation, in its capacity as agent for the Lenders and Bank Product Providers (in such capacity, “Agent”).  All capitalized terms used in this letter without definition shall have the meanings assigned thereto in the Credit Agreement.

Pursuant to the terms of items (f) and (h) of Schedule 5.3 to the Credit Agreement, Borrower is to deliver to Agent its annual audited financial statements and a Compliance Certificate with respect thereto, all as more fully described in said Schedule 5.3, within 90 days after the end of Borrower’s fiscal year.  Borrower has informed Agent that it is unable to deliver such annual financial statement and accompanying Compliance Certificate for its fiscal year ending December 31, 2005 (the “2005 Statement”) within such time frame and has requested that Agent grant an extension thereof.  Agent hereby agrees that an Event of Default shall not be deemed to have occurred as a result of Borrower’s failure to deliver the 2005 Statement on or prior to March 31, 2006 so long as the 2005 Statement is delivered to Agent on or prior to May 31, 2006 and otherwise in accordance with Schedule 5.3 of the Credit Agreement; provided, however, (i) any other Default or Event of Default arising from or disclosed by the delivery to Agent of the 2005 Statement shall be deemed to have arisen or disclosed, as the case may be, on March 31, 2006 and (ii) the extension provided in this letter is conditioned on Borrower providing Agent, promptly upon its request, with updates as to the status of, and other information with respect to, all audits and investigations with respect to the 2005 Statement, all in form and content satisfactory to Agent.

Except as expressly set forth herein, nothing contained in this letter shall diminish, prejudice or waive any of Agent’s or any Lender’s rights and remedies under the Credit Agreement, any other Loan Document or applicable law, all of which are hereby reserved.

This extension letter is a supplement to the Credit Agreement and a Loan Document.

Very truly yours,

WELLS FARGO FOOTHILL, INC.,

a California corporation,

as Agent and as the sole Lender

/s/ Thomas Forbath

Thomas Forbath

Vice President

EX-99.1

EXHIBIT 99.1

[Letterhead]

For Immediate Release

Public Relations Contacts:	Investor Relations Contact:
Jennifer Fields	Roger Rowe
InFocus Corporation	InFocus Corporation
503.685.8923	503.685.8609
jennifer.fields@infocus.com	roger.rowe@infocus.com
Stacy Doyle
Edelman
503.471.6806
stacy.doyle@edelman.com

InFocus Corporation Announces Expected Delay in Filing Form 10-K for 2005

WILSONVILLE, OR (March 9, 2006)—InFocus® (Nasdaq: INFS) today announced it expects a delay in filing its fiscal 2005 Annual Report on Form 10-K with the Securities and Exchange Commission. The delay in filing will allow for the completion of internal investigations recently initiated by the Company’s Audit Committee and completion of related audit procedures by the Company’s registered independent auditors, KPMG LLP. The Audit Committee does not expect to be able to conclude its review by the March 16, 2006 deadline for filing the Company’s 2005 Annual Report on Form 10-K.

In July 2005, the Company announced that it had self disclosed infractions of U.S. export law to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) related to shipments into restricted countries by one of its foreign subsidiaries.  The matter was referred to the Audit Committee of the Company’s Board of Directors to commence an independent investigation. The Audit Committee engaged independent counsel in August 2005 to assist with this process and the Company has been working diligently to complete the investigation and provide details of its findings to OFAC. Based on preliminary results of the investigation, and subject to agreement by OFAC with the Company’s findings and conclusions, the Company believes its ultimate liability may be less than the $1.6 million accrued as of December 31, 2005. The Company expects to submit its findings to OFAC in the near future.

In February 2006, as part of the document review related to the OFAC investigation, written communications were reviewed that raised potential concerns regarding the effectiveness of the Company’s financial controls and policies regarding revenue recognition, including the appropriateness of revenue recognition related to levels of channel inventory at the end of reporting periods. This information was immediately referred to the Audit Committee. After consultation with the Company’s registered independent auditors, the Audit Committee

commenced an internal investigation in mid-February 2006 concerning this matter and engaged independent counsel to assist with this process.

It is the Company’s policy to recognize revenue from the sale of products when title transfers and risk of loss has passed to the customer, which is generally at the time of shipment. The Company also maintains reserves for estimated sales returns, price adjustments, and incentive programs for certain dealers and distributors whereby rebates are offered based upon exceeding volume goals. Estimated sales returns, price protection, and rebates are deducted from revenue. The Company also monitors channel inventory and sell through of products related to its distributors and dealers and defers revenue on certain channel inventory determined to be excessive, generally channel inventory held in excess of 60 days. The Company’s 2004 assessment related to internal controls over financial reporting did not identify any material weaknesses with respect to the controls and policies regarding revenue recognition. To date, as part of its 2005 assessment, the Company has not identified any material weaknesses in internal controls.

In January 2006, the Company’s senior management received an unsubstantiated anonymous communication alleging that certain persons employed by the Company’s Chinese subsidiary had engaged in improper business practices. The Company’s initial investigation related to this communication did not reveal any basis for the allegations, but in accordance with Company policies, the matter was referred to the Audit Committee. After consultation with the Company’s registered independent auditors, the Audit Committee commenced an internal investigation in mid-February 2006 concerning this matter and engaged independent counsel to assist with this process.

The Company is not yet able to predict the outcome of the foregoing investigations or to evaluate the materiality, individually or in the aggregate, of any items that may require a change in treatment. At this time, the Company is unable to determine whether any financial statement adjustments will be required with respect to previously issued financial statements. In addition, upon the completion of the investigations, the Company will review its required assessment of the Company’s internal controls over financial reporting and determine whether there has been any material weakness in the Company’s internal controls. The Company will strive to file its 2005 Annual Report on Form 10-K as soon as practicable, but currently expects the process to take at least 60 days to complete.

The Company has received an extension from Wells Fargo Foothill related to its $25 million line of credit, moving the due date for providing the bank with audited financial statements to May 31, 2006.

“It has been, and remains, Company policy and our intent to comply with the letter and spirit of all applicable laws, regulations, and accounting standards related to our business,” said Kyle Ranson, President and Chief Executive Officer of InFocus Corporation. “While we complete these investigations, we continue to aggressively execute our restructuring plan and are excited about the recent introduction of new products for both Work Big and Play Big applications to take advantage of projected industry market growth during 2006. We remain focused on achieving our goal of returning to operating profitability for the second quarter of 2006,” concluded Ranson.

Forward-Looking Statements

This press release includes forward-looking statements, including statements related to the timeline for completion and potential results of various independent investigations currently ongoing involving the Company. In addition, these forward-looking statements include expectations regarding the effectiveness of our restructuring plan, the prospects related to the release of new products by the Company, and our goal of returning to operating profitability in the second quarter of 2006. Investors are cautioned that all forward-looking statements involve risks and uncertainties and several factors could cause actual results to differ materially from those in the forward-looking statements. Investors are directed to the Company’s filings with the Securities and Exchange Commission, including the Company’s 2004 Form 10-K, which are available from the Company without charge, for a more complete description of the risks and uncertainties relating to forward-looking statements made by the Company as well as to other aspects of the Company’s business. The forward-looking statements contained in this press release speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward looking statements to reflect events or circumstances after the date of this press release.

About InFocus Corporation

InFocus® Corporation (Nasdaq: INFS) is the industry pioneer and worldwide leader in the projection market today. Nearly twenty years of experience and engineering breakthroughs are at work here, constantly improving what you see in the marketplace, and delivering immersive audio visual impact in home entertainment, business and education environments. Being the inventor and leader is simply a great bonus of making the presentation of ideas, information, and entertainment a vivid, unforgettable experience.

With over 1.5 million projectors sold, in a category that is expected to grow to $10 billion in revenue and more than 9 million units in 2007, we believe our product contributions set the standard for what a big picture experience should be like. For more information, visit us at www.infocus.com or call us toll-free at 800.294.6400 (U.S. and Canada).

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InFocus, ASK, Proxima, ASK Proxima, LiteShow, ScreenPlay and LP are trademarks or registered trademarks of InFocus Corporation or its subsidiaries in the United States and other countries.  Digital Light Processing and DLP are trademarks of Texas Instruments.