-----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, ORwNJfATKNfyT2jVmPUwGoRGZao5tquLqX6UWadQzZud3tRnrgq6xIgyv9xYdfOs 8nE4rtCGu+96863HE/WiEg== 0001157523-06-009697.txt : 20061005 0001157523-06-009697.hdr.sgml : 20061005 20061005170017 ACCESSION NUMBER: 0001157523-06-009697 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061005 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061005 DATE AS OF CHANGE: 20061005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NMS COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000915866 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 042814586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23282 FILM NUMBER: 061131670 BUSINESS ADDRESS: STREET 1: 100 CROSSING BLVD CITY: FRAMINGHAM STATE: MA ZIP: 01702 BUSINESS PHONE: 5086501300 MAIL ADDRESS: STREET 1: 100 CROSSING BLVD. CITY: FRAMINGHAM STATE: MA ZIP: 01702 FORMER COMPANY: FORMER CONFORMED NAME: NATURAL MICROSYSTEMS CORP DATE OF NAME CHANGE: 19931207 8-K 1 a5243335.txt NMS COMMUNICATIONS CORPORATION 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 of 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2006 NMS Communications Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State of Incorporation or Organization) 0-23282 04-2814586 (Commission File Number) (I.R.S. Employer Identification No.) 100 Crossing Boulevard, Framingham, Massachusetts 01702 (Address of Principal Executive Offices) (Zip Code) (508) 271-1000 (Registrant's telephone number, including area code) 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On October 5, 2006, NMS Communications Corporation issued a press release reporting its preliminary financial results for the quarter ended September 30, 2006. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference. The information contained herein, including the exhibit attached and incorporated herein by reference, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company whether made before or after the date hereof, regardless of any general incorporation language in such filings. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. Exhibit Number Title - ------ ----- 99.1 Press release issued by NMS Communications Corporation on October 5, 2006. 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. NMS COMMUNICATIONS CORPORATION October 5, 2006 By: /s/ ROBERT P. SCHECHTER ================================================== Name: Robert P. Schechter Title: President, Chief Executive Officer and Chairman of the Board of Directors EXHIBIT INDEX Exhibit Number Description - ------- ---------------------------------------------------------------------- 99.1 The Registrant's Press Release dated October 5, 2006. EX-99.1 2 a5243335ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 NMS Communications Announces Preliminary Financial Results for the Third Quarter 2006 FRAMINGHAM, Mass.--(BUSINESS WIRE)--Oct. 5, 2006--NMS Communications (NASDAQ: NMSS), a leading provider of communications technologies and solutions for converged and mobile networks, today announced preliminary financial results for the third quarter, ended September 30, 2006. For the third quarter, the Company expects revenue to be between $20.0 and $21.0 million. Non-GAAP net loss per share, before stock-based compensation and amortization of acquired intangible assets, is expected to be between $(0.11) and $(0.13). GAAP net loss per share is expected to be between $(0.15) and $(0.17). This compares to previously issued company guidance of total revenue between $23 and $24 million, non-GAAP loss per share between $(0.07) and $(0.08) and GAAP loss per share of $(0.11) to $(0.12). The anticipated non-GAAP and GAAP results include a restructuring charge of approximately $1.3 million, or $0.02 per share, for the previously disclosed closure of the Redbank, NJ facility. This charge was not anticipated at the time management provided original guidance for the third quarter. Bob Schechter, Chairman and CEO of NMS Communications, stated, "We are disappointed with the financial results we expect to deliver for the third quarter. Revenue will fall short of our expectations, principally in our Platform Solutions Business Unit, which experienced softness in demand from a broader perspective than was the case in the second quarter. We are reviewing all aspects of our business in depth with the objective of returning to profitable operations as quickly as possible." Conference Call Tomorrow NMS Communications issues web casts for its conference calls to assure the broad dissemination of information in real time. Management has scheduled a conference call tomorrow, October 6th at 8:30 a.m. ET. To participate in the call, please dial 800.810.0924. This call will also be available live via the Internet by accessing the NMS website at http://www.nmscommunications.com under the Investor Relations section. Please go to the web site at least fifteen minutes prior to the call to register, download and install any necessary audio software. The webcast is also being distributed using CCBN's Investor Distribution Network to both institutional investors at StreetEvents (www.streetevents.com) and individual investors at www.companyboardroom.com. A replay will be available on the website www.nmscommunications.com. Access the Investor section of the company's website and click on Audio and Video Archives, or you may listen to the replay by calling 719.457.0820 and entering the pass code 4737217. The replay will be available from 11:00 a.m. ET, October 6, 2006 through 12:00 midnight, October 12, 2006. The date for reporting full financial results for the third quarter will be published early next week. Non-GAAP Loss per Share - ------------------------------------------ Estimates for the Quarter Ended September 30, 2006 -------------------------- Low End High End of Range of Range -------------------------- Non-GAAP Loss per Share $(0.11) $(0.13) Less: Estimated impact of expensing stock- based compensation and amortization of acquired intangibles $(0.04) $(0.04) -------------------------- GAAP Loss per Share $(0.15) $(0.17) ========================== About NMS Communications NMS Communications (NASDAQ:NMSS) is a leading provider of communications technologies and solutions for converged and mobile networks. Visit www.nmscommunications.com for more information. Statements in this document expressing the beliefs, estimates and expectations of management regarding future performance may be construed as "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation the Company's guidance with respect to third quarter 2006 revenue, net loss per share and non-GAAP net loss per share. These statements are based on management's expectations as of the date of this release and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to risks and uncertainties including, but not limited to, uncertainty in communications spending, the implementation of the Company's strategic repositioning and market acceptance of the Company's new solutions strategy, quarterly fluctuations in financial results, the Company's ability to exploit fully the value of its technology and its strategic partnerships and alliances, the availability of products from the Company's contract manufacturer and product component vendors and other risks. These and other risks are detailed from time to time in the Company's filings with the Securities and Exchange Commission, including the Company's annual report on Form 10-K for the year ended December 31, 2005. In addition, while management may elect to update forward-looking statements at some point in the future, management specifically disclaims any obligation to do so, even if its estimates change. Any reference to our website in this press release is not intended to incorporate the contents thereof into this press release or any other public announcement. Use of Non-GAAP Financial Measures The Company has provided in this release non-GAAP net loss per share, which is a non-GAAP financial measure adjusted to exclude certain non-cash expenses. The Company believes that this non-GAAP financial measure is useful to help investors better understand and assess the Company's past financial performance and prospects for the future and facilitates comparisons with the performance of others in our industry. Management uses this non-GAAP financial measure when evaluating the Company's financial results, as well as for internal planning and forecasting purposes. Specifically, in addition to the reasons stated above, the Company has excluded stock-based compensation from its non-GAAP financial measures because the accounting treatment for stock-based compensation has changed with the adoption of SFAS 123R. Therefore, management believes that excluding stock-based compensation from its non-GAAP financial measures is useful in order to offer consistent information that is comparable to previous information that the Company has publicly disclosed with respect to prior periods for which stock-based compensation was not expensed in accordance with the accounting rules applicable to such periods. Additionally, the Company has excluded the effects of amortization of acquired intangible assets from its non-GAAP financial measures because, in the period prior to the recent Openera acquisition, it did not incur amortization expense of this nature, and the exclusion of this amount helps investors compare operating expenses with prior periods. The non-GAAP financial measures disclosed by the Company, however, should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the expected results calculated in accordance with GAAP and reconciliations to those expected results should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. NMS Communications is a trademark of NMS Communications Corporation. All other brand or product names may be trademarks or registered trademarks of their respective holders. CONTACT: For media and industry analysts: NMS Communications Pam Kukla, 508-271-1611 Pam_Kukla@nmss.com or For financial analysts: Herb Shumway, CFO, 508-271-1481 Herb_Shumway@nmss.com -----END PRIVACY-ENHANCED MESSAGE-----