-----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, MN9F5UBXrUCmy87H56Qa7mvVTlvtCPKFE1Bnkg5FzZjbDixDVlMqNeTgRMZFWs0N Ojj+FmhLVSY0yuzgBdSqwQ== 0000950159-03-000862.txt : 20031030 0000950159-03-000862.hdr.sgml : 20031030 20031030122739 ACCESSION NUMBER: 0000950159-03-000862 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031030 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCAN OPTICS INC CENTRAL INDEX KEY: 0000087086 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 060851857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05265 FILM NUMBER: 03965858 BUSINESS ADDRESS: STREET 1: 169 PROGRESS DR CITY: MANCHESTER STATE: CT ZIP: 06040 BUSINESS PHONE: 8606457878 MAIL ADDRESS: STREET 1: 169 PROGRESS DR CITY: MANCHESTER STATE: CT ZIP: 06040 8-K 1 scanoptics8k.txt 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) October 30, 2003 Scan-Optics, Inc. (Exact name of registrant as specified in its charter) Delaware 000-05265 66-0851857 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 169 Progress Drive 06040 Manchester, CT (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (860) 645-7878 (Former name or former address, if changed since last report) Form 8-K, Current Report Scan-Optics, Inc. Commission File No. Item 7. Financial Statements and Exhibits. ---------------------------------- (c) Exhibits. --------- Exhibit Number Description -------------- ----------- Exhibit 99.1 Press release dated October 29, 2003. Item 9. Regulation FD Disclosure. ------------------------ The information included in this section is intended to be included under "Item 12. Disclosure of Results of Operations and Financial Condition" and is included under this Item 9 in accordance with Securities and Exchange Commission Release No. 33-8126. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act, except as shall be expressly set forth by specific reference in such filing. On October 29, 2003, Scan-Optics, Inc. issued a press release announcing its earnings for the quarter ended September 30, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 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. Dated: October 30, 2003 Scan-Optics, Inc. /s/ Michael J. Villano By: ---------------------------------------------- Name: Michael J. Villano Title: Chief Operating Officer, Chief Financial Officer and Executive Vice President EX-99 3 exhibit99.txt EXHIBIT 99.1 For Immediate Release Contact: Annmarie Gordon (860) 645-7878/email: agordon@scanoptics.com Susan Lucek, (860) 645-7878/email: slucek@scanoptics.com Scan-Optics Announces Third Quarter Results Manchester, CT - October 29, 2003 - Scan-Optics, Inc. (OTC BB: SOCR), a leader in information capture and customer service solutions for government, insurance, order fulfillment, proxy, health claims, test scoring and other paper-intensive businesses, today announced financial results for the 2003 third quarter. For the third quarter ended September 30, 2003, total revenues were $7.4 million, compared to $7.2 million in the 2002 third quarter. Scan-Optics reported net income for the quarter of $12,000, which resulted in breakeven per diluted share, compared to $.2 million, or $.03 per diluted share in the 2002 third quarter. For the nine months ended September 30, 2003, total revenues were $23.6 million, with net income of $.4 million, or $.05 per diluted share, compared to revenues of $22.8 million and net income of $.6 million, or $.08 per diluted share, in the first nine months of 2002. In discussing the results, James C. Mavel, Chairman, Chief Executive Officer and President of Scan-Optics, stated, "We continue to be pleased with the growth in revenue. Although certain general economic indicators seem to be improving, giving cause for cautious optimism, we will continue to focus on the expense side of our management activity as we progress into the fourth quarter. Despite a difficult economic environment affecting our business opportunities, we did generate new orders in the test and assessment market and our initiative in Business Process Outsourcing continues to generate significant pre-sales activity." -more- Scan-Optics, Inc. Third Quarter 2003 Results Page Two Scan-Optics, Inc., with headquarters in Manchester, Connecticut, is recognized internationally as an innovator and solution provider in the information management and imaging business. It designs, manufactures and services products and systems for character recognition, image processing and display, data capture, data entry, and storage and retrieval. Scan-Optics systems and software are marketed worldwide to commercial and government customers directly and through distributors. Through its Manufacturing Services Division, Scan-Optics also provides contract-manufacturing services to customers, outsourcing the manufacturing of complex, electro-mechanical assemblies. Scan-Optics has sales and service offices located throughout the United States and abroad. Additional information concerning the Company is available at www.scanoptics.com. ------------------- Statements about Scan-Optics' future expectations, including future revenues and earnings, and all other statements in this press release other than historical facts are "forward-looking statements" made under safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties that could materially affect future results. Among these risk factors are changes in general economic and business conditions in the United States and foreign markets, which impact capital investments by customers, the cyclical nature of funding within federal and state government agencies, adverse changes in the Company's banking, lending and financing relationship, insufficient cash resources, increased competition from similar products, the implementation of other technologies which may provide alternative solutions, ability to complete projects in a timely manner, and other risk factors and cautionary statements listed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission, including but not limited to Scan-Optics' Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
Scan-Optics, Inc. Third Quarter 2003 Results Page Three SCAN-OPTICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended Nine Months Ended September 30 September 30 (thousands, except share data) 2003 2002 2003 2002 - ----------------------------------------------------------------------------------------------------------------------------- Revenues Hardware and software $ 3,451 $ 2,799 $ 11,752 $ 9,095 Professional services 1,241 1,628 3,864 4,962 Access services 2,673 2,741 7,966 8,777 -------------------------------- --------------------------------- Total revenues 7,365 7,168 23,582 22,834 Costs of Revenue Hardware and software 2,410 1,785 7,348 5,999 Professional services 645 754 2,097 2,182 Access services 2,172 2,105 6,683 6,671 -------------------------------- --------------------------------- Total costs of revenue 5,227 4,644 16,128 14,852 Gross Margin 2,138 2,524 7,454 7,982 Operating Expenses Sales and marketing 766 874 2,613 2,539 Research and development 208 323 987 1,389 General and administrative 900 879 2,729 2,754 Interest 185 203 667 642 ------------------------------------- -------------------------------------- Total operating expenses 2,059 2,279 6,996 7,324 ------------------------------------- -------------------------------------- Operating income 79 245 458 658 Other income (expense), net (56) (5) 5 7 ------------------------------------- -------------------------------------- Income before income taxes 23 240 463 665 Income tax expense 11 20 41 61 ------------------------------------- -------------------------------------- Net Income $ 12 $ 220 $ 422 $ 604 ===================================== ====================================== Basic earnings per share $ 0.00 $ 0.03 $ 0.06 $ 0.09 ===================================== ====================================== Basic weighted-average shares 7,026,232 7,026,232 7,026,232 7,026,232 Diluted earnings per share $ 0.00 $ 0.03 $ 0.03 $ 0.08 ===================================== ====================================== Diluted weighted-average shares 8,171,929 7,229,109 7,715,708 7,314,788
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