-----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, U70ovd4PcJ6gnkCC2o2n7XF039cF3J/8TZXllzRoYlVvWPqZorO/gI85zEDuGqec F3kmsqPiPwioTdyD3QkBCw== 0000895755-00-000152.txt : 20010122 0000895755-00-000152.hdr.sgml : 20010122 ACCESSION NUMBER: 0000895755-00-000152 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001227 ITEM INFORMATION: FILED AS OF DATE: 20010102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARI L CO INC CENTRAL INDEX KEY: 0000917173 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 060678347 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23866 FILM NUMBER: 799586 BUSINESS ADDRESS: STREET 1: 4895 PEORIA STREET CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: 3033711560 MAIL ADDRESS: STREET 1: 11101 EAST 51ST AVENUE CITY: DENVER STATE: CO ZIP: 80239 8-K 1 0001.txt 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): December 27, 2000 VARI-L COMPANY, INC. (Exact Name of Registrant as Specified in its Charter) COLORADO 0-23866 06-0678347 (State of Incorporation) (Commission File (IRS Employer ID Number) Number) 4895 Peoria Street Denver, Colorado 80239 (Address of Principal Executive Offices) (303) 371-1560 (Registrant's Telephone Number, including Area Code) ITEM 8. CHANGE IN FISCAL YEAR The Board of Directors of Vari-L Company, Inc.(the "Registrant"), by written consent dated December 27, 2000, changed the Registrant's fiscal year end from December 31 to June 30. The Registrant issued a press release on December 27 announcing the change which is attached as Exhibit 99.1 to this report and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) None (b) None (c) Exhibits 99.1 Press Release dated December 27, 2000 Date: December 29, 2000 VARI-L COMPANY, INC. By:/s/G. Peter Pappas G. Peter Pappas Chief Executive Officer EX-99.1 2 0002.txt FOR IMMEDIATE RELEASE: NEWS December 27, 2000 OTC-VARL VARI-L COMPANY ANNOUNCES PLAN AND TIMETABLE FOR RELEASE OF RESTATED FINANCIAL STATEMENTS Company Also Announces Intention To Change Fiscal Year End To June 30 From December 31 DENVER, Colorado -- Vari-L Company, Inc. (OTC-VARL), a leading provider of advanced components for the wireless telecommunications industry, today announced a plan and timetable for releasing restated financial information. The Company originally had targeted the fourth quarter of 2000 but has rescheduled the release for January. Pete Pappas, president and CEO, said the revised release date allows for the simultaneous disclosure of financial information for several prior reporting periods, giving investors a greater amount of financial data at one time and better ensuring balance and perspective. "We believe our shareholders need to receive restated financial information from prior periods at the same time as they receive our most recent financial statements, as opposed to receiving selected information on a piecemeal basis that could be misleading in the absence of relevant comparative or historical data," Pappas said. "We have therefore elected to move the release date into early January when KPMG LLP and Vari-L will have completed work on more of the recent financial statements and the restated financial statements." Pappas also announced that, due to KPMG's inability to provide audit opinions for periods prior to June 30, 2000, Vari-L intends to change its fiscal year from December 31 to June 30, and that change will be made retroactive to June 30, 2000. As a result, Vari-L will file a transition report on Form 10KSB/T for the six-month period ended June 30, 2000, which will include an audited balance sheet at June 30, 2000. Pappas said the Company intends to release the following financial information in January: o Unaudited condensed balance sheets for December 31, 1999; June 30, 2000; and September 30, 2000 o Unaudited condensed income statements for the quarter ended September 30, 1999 and the quarter ended September 30, 2000 o Unaudited condensed income statement for the six-month period ended June 30, 2000 o Unaudited condensed income statement for the year ended December 31, 1999 o Unaudited revenue for the quarter ended December 31, 2000 Continued on Page 2 Page 2 Later in January or early February, Vari-L plans to file the following documents with the SEC: o Form 10-KSB/A for the year ended December 31, 1999 o Form 10-QSB/A for the quarter ended March 31, 2000 o Form 10-KSB/T for the six months ended June 30, 2000 o Form 10-QSB for the quarter ended September 30, 2000 Through its headquarters in Denver, Vari-L designs, manufactures and markets wireless communications components that generate or process radio frequency (RF) and microwave frequency signals. Vari-L's patented products are used in commercial infrastructure equipment (including cellular/paging/PCS base stations and repeaters, fixed terminal point to point/multi-point data radios including LMDS/MMDS), consumer subscriber products (advanced cellular/PCS/satellite handsets, web-enabled smart phones, 2-way pagers, wireless PDAs, home networking), and military/aerospace platforms (satellite communications/telemetry, missile guidance, electronic warfare, electronic countermeasures, battlefield communications). Vari-L serves a diverse customer base of the world's leading technology companies, including Adaptive Broadband, Agilent Technologies, Digital Microwave, Ericsson, Glenayre Technologies (Wireless Access), Harris, Hughes, Lockheed Martin, Lucent Technologies, Microwave Data Systems, Mitsubishi, Motorola, NEC, NeoPoint, Netro, Newbridge Networks, Nokia, Northrop Grumman, Novatel Wireless, Raytheon, Samsung, and Siemens. Some of the statements contained in this news release are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks, including but not limited to the success of the products into which the Company's products are integrated, governmental action relating to wireless communications licensing and regulation, the accuracy of the Company's internal projections as to the demand for certain types of technological innovation, competitive products and pricing, the success of new product development efforts, the timely release for production and the delivery of products under existing contracts, the outcome of pending and threatened litigation and regulatory actions, the success and timeliness of the Company's efforts to restate its prior financial statements, the ability of the Company's new independent accounting firm to issue an unqualified audit report on those financial statements, future economic conditions generally, as well as other factors. CONTACTS: Vari-L Company, Inc. Pfeiffer Public Relations, Inc. Pete Pappas, CEO 303/393-7044 303/371-1560 -----END PRIVACY-ENHANCED MESSAGE-----