-----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, MtRgM9MJxrVlKjAXwSlOclA6tjubLy748cAS68d/X85Arr/lwBy+ud90Dk4E8RLV ONEOGIgjG77K3NhoChZGmQ== 0000891618-98-000821.txt : 19980219 0000891618-98-000821.hdr.sgml : 19980219 ACCESSION NUMBER: 0000891618-98-000821 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980218 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980218 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESOUND CORP CENTRAL INDEX KEY: 0000846463 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 770019588 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20046 FILM NUMBER: 98544962 BUSINESS ADDRESS: STREET 1: 220 SAGINAW DR STREET 2: SEAPORT CENTRE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 8005824327 MAIL ADDRESS: STREET 1: 220 SAGINAW DRIVE STREET 2: SEAPORT CENTRE CITY: REDWOOD CITY STATE: CA ZIP: 94063 8-K 1 FORM 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 18, 1998 RESOUND CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 0-20046 77-0019588 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 220 Saginaw Drive, Seaport Centre, Redwood City, CA 94063 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650) 780-7800 ----------------------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events Registrant is filing this Form 8-K solely for the purpose of disclosing the effect of adoption of FAS 128, "Earnings per Share," on the Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (the 1996 Form 10-K) and the related restatement of earnings per share thereon in anticipation of a filing on Form S-8. Restatement of selected financial data is for the fiscal quarters in each of the years ended December 31, 1997, December 31, 1996 and December 31, 1995 and the five fiscal years ended December 31, 1996, and related disclosures as prescribed by FAS 128 for the three fiscal years ended December 31, 1996. Restatement of selected financial data as relates to the adoption of FAS 128, "Earnings per Share" is attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Restatement of selected data as relates to the adoption of FAS 128, "Earnings per Share." SIGNATURE 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. ReSound Corporation /s/ Arthur T. Taylor ---------------------------------------------------- Arthur T. Taylor Vice President Finance and Chief Financial Officer (Principal Financial and Accounting Officer) Date: February 18, 1998 -2- EX-99.1 2 RESTATEMENT OF SELECTED DATA RELATES TO FAS 128 1 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. The effect of replacing primary net income (loss) per share by basic net income (loss) per share was $0.00 in 1996, $0.00 in 1995 and $0.00 in 1994, due to the net losses for each of the years. Restatement of selected financial data is for the fiscal quarters in each of the years ended December 31, 1997, December 31, 1996 and December 31, 1995 and the five fiscal years ended December 31, 1996, and related disclosures as prescribed by FAS 128 "Earnings per Share" for the each of the three years in the period ended December 31, 1996. Quarterly Information The following information presents the quarterly net (loss) per share amounts for 1997 in accordance with FAS 128.
Quarters Ended -------------------------------------------------- Dec. 31, Sep. 30, Jun. 30, Mar. 31, 1997 (1) 1997 1997 1997 ---- ---- ---- ---- Net (loss) per share as previously presented on Quarterly Report on Form 10-Q: Net (loss) per common share n/a $(0.69) $(0.08) $(0.05) Net (loss) per share restated: Basic: Net (loss) per common share n/a $(0.69) $(0.08) $(0.05) Diluted: Net (loss) per common share n/a $(0.69) $(0.08) $(0.05)
(1) The Company's Annual Report on Form 10-K, which will include this period, has yet to be filed with the SEC. -3- 2 The following information restates net income (loss) per share amounts in reports filed pursuant to Section 13 (a) or 15 (d) of The Exchange Act since the beginning of the fiscal year ended December 31, 1996.
Quarters Ended ------------------------------------------------ Dec. 31, Sep. 30, Jun. 30, Mar. 31, 1996 1996 1996 1996 ---- ---- ---- ---- Net income (loss) per share as previously presented $ (0.21) $ 0.06 $ 0.07 $ 0.01 Net income (loss) per share, restated: Basic: Net income (loss) per common share $ (0.21) $ 0.06 $ 0.06 $ 0.01 Diluted: Net income (loss) per common share $ (0.21) $ 0.06 $ 0.06 $ 0.01
Quarters Ended ------------------------------------------------ Dec. 31, Oct. 1, Jul. 31, Apr. 2, 1995 1995 1995 1995 ---- ---- ---- ---- Net income (loss) per share as previously presented $ (0.02) $ (0.40) $ 0.01 $ 0.03 Net income (loss) per share, restated: Basic: Net income (loss) per common share $ (0.02) $ (0.40) $ 0.01 $ 0.03 Diluted: Net income (loss) per common share $ (0.02) $ (0.40) $ 0.01 $ 0.03
-4- 3 Fiscal Year Information The following information restates net income (loss) per share amounts under Item 6 of the Company's Annual Report on Form 10-K, for the year ended December 31, 1996.
Fiscal Years Ended -------------------------------------------------------------------------- Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, 1996 1995 1994 1993 1992 ---- ---- ---- ---- ---- Net income (loss) per share as previously presented $ (0.07) $ (0.38) $ (0.95) $ 0.35 $ (0.19) Net income (loss) per share, restated: Basic: Net income (loss) per common share $ (0.07) $ (0.38) $ (0.95) $ 0.33 $ (0.19) Diluted: Net income (loss) per common share $ (0.07) $ (0.38) $ (0.95) $ 0.28 $ (0.19)
FAS 128 Disclosure The calculation of Basic and Diluted earnings per share for each of the three years ended December 31, 1996 is as follows (in thousands, except per share amounts):
1996 1995 1994 -------- -------- -------- Net (loss): Net (loss) $ (967) $ (5,902) $(14,289) Net (loss) applicable to common shares $ (1,192) $ (5,902) $(14,289) Weighted-average common shares - Basic 17,591 15,439 15,089 Dilutive options -- (6) -- -------- -------- -------- Adjusted weighted-average common shares and assumed conversions - Diluted 17,591 15,433 15,089 ======== ======== ======== Earnings per share - Basic: Net (loss) per common share $ (0.07) $ (0.38) $ (0.95) Earnings per Share - Diluted: Net (loss) per common share $ (0.07) $ (0.38) $ (0.95)
-5- 4 In 1996 and 1994, options outstanding would have been antidilutive; therefore, Basic and Dilutive earnings per share are the same. The effect of convertible preferred stock (issued in March 1996) is excluded from income available for shareholders and adjusted weighted-average common shares, in year ended December 31, 1996, because it would have been antidilutive. The following amounts related to convertible preferred stock and common stock options have been excluded (in thousands):
1996 1994 ---- ---- Income available to shareholders, net of tax $225 $ 0 ==== ==== Potentially dilutive shares 827 871 ==== ====
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