-----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, FSneQOxUDedhro2LxbxFANM8Hv99EvhSxsTiOSWkvxzlBrCcTyOe2Rk+ybfVPTfN CQqNiodGFX1z3DS+NYiwVw== 0000912057-96-029756.txt : 19961220 0000912057-96-029756.hdr.sgml : 19961220 ACCESSION NUMBER: 0000912057-96-029756 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961219 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961219 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICRO WAREHOUSE INC CENTRAL INDEX KEY: 0000892872 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 061192793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20730 FILM NUMBER: 96683307 BUSINESS ADDRESS: STREET 1: 535 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038994000 MAIL ADDRESS: STREET 1: 535 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 8-K 1 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: December 19, 1996 MICRO WAREHOUSE, INC. 535 Connecticut Avenue Norwalk, Connecticut 06854 (203) 899-4000 Delaware 0-20730 06-1192793 - -------------------------------------------------------------------------------- (State of Incorporation) (Commission File No.) (IRS Id. No.) Exhibit Index Appears on Page 4 Item 5. OTHER EVENTS. This Current Report on Form 8-K is being filed with the Securities and Exchange Commission by Micro Warehouse, Inc. ("MWHS") for the purpose of providing the information set forth in a press release issued by MWHS on December 19, 1996, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statement of Businesses Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. The following exhibit is filed herewith: 99.1 Press Release dated December 19, 1996. 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 thereunto duly authorized. MICRO WAREHOUSE, INC. (Registrant) Date: December 19, 1996 By ------------------------------ Bruce L. Lev Vice President 3 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Press Release dated December 19, 1996 4 EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Bruce L. Lev Melinda LeVino Vice President and General Counsel Director, Corporate Communications (203) 899-4529 (203) 899-4672 MICRO WAREHOUSE, INC. REPORTS FOURTH QUARTER SALES IN LINE WITH ANALYSTS' EXPECTATIONS; EARNINGS LIKELY TO BE SIGNIFICANTLY LOWER THAN EXPECTED Norwalk, CT, December 19, 1996 - Micro Warehouse, Inc. (Nasdaq: MWHS) today reported that, while sales for the current quarter ending December 31, 1996 are expected to be in line with analysts' expectations, earnings are likely to be significantly lower than expected. Gross margins for the quarter have declined principally as a result of the continuing shift of product mix towards hardware and increased competition in the Macintosh business. Operating costs are also expected to be higher than anticipated, reflecting legal and accounting expenses associated with the Company's announced intention to restate its earnings. Chief Executive Officer Linwood A. ("Chip") Lacy, Jr. said "The decline in gross margin and the additional expenses have come at a time when the Company has invested in additional catalog mailings and space advertising to grow its customer base and expand its IBM PC-compatible "Wintel" business. The results of these prospecting efforts have been encouraging but we expect that the benefits should come in future periods." Mr. Lacy continued "The Company's business has undergone many changes in 1996. In 1997 Micro Warehouse expects a continued shift in its product mix towards the Wintel platform. We intend to expand our corporate selling activities which will entail up front costs for additional sales personnel and some new selling vehicles. We also intend to expand our investment in management information systems, with expenses being incurred before the hoped for benefits are achieved. It is uncertain how quickly these new programs will yield additional sales and profits and thus forecasting the level of profit for 1997 at this time would be speculative." "We have begun an intensive examination of all aspects of the costs of our business and commenced renegotiation of services from outside suppliers and the implementation of more 5 efficient processes and procedures. We aim to reduce our operating costs as a percent of sales over time," said Mr. Lacy. Micro Warehouse founder and Chairman Peter Godfrey said "While Chip Lacy focuses on the operational side of the business, I will continue to drive our investment in advertising and marketing programs designed to expand our customer base and our Wintel business. In 1997 we intend to launch at least one new specialty catalog and significantly expand our sales and customer communications efforts on the Internet." STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT With the exception of the historical information contained in this release, the matters described herein contain forward-looking statements that involve risk and uncertainties including but not limited to economic, competitive, governmental, technological and litigation factors outside of the control of the Company. These factors more specifically include: uncertainties surrounding the demand for and supply of products manufactured by and compatible with those of Apple Computer, Inc.; success of the Company's diversification away from its Apple products; growth of the personal computer industry; timely availability of existing and new products; competition from other catalog and retail store resellers and the ultimate outcome of the legal proceedings brought against the Company arising out of the accounting errors described in prior press releases and the Form 10-Q for the period ended September 30, 1996. These and other factors are described in the quarterly report for the period ended September 30, 1996 and more generally in the MD&A section of the Company's 1995 Annual Report to Stockholders and most specifically in the paragraphs in that section captioned "Liquidity and Capital Resources", "Impact of Inflation and Seasonality", "Subsequent Event", and "Outlook". * * * 6 -----END PRIVACY-ENHANCED MESSAGE-----