-----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, NoPuM3IUOQu/16Gv/gplE9ZREpUV059Z/rpYFZ2dlymED20M3pqiFOzCSXzM6kl9 OV4jwc6thFKgn5nzT9tjPw== 0000950128-98-001048.txt : 19981002 0000950128-98-001048.hdr.sgml : 19981002 ACCESSION NUMBER: 0000950128-98-001048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981001 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981001 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORE SYSTEMS INC /DE/ CENTRAL INDEX KEY: 0000920000 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 251628117 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24156 FILM NUMBER: 98719647 BUSINESS ADDRESS: STREET 1: 1000 FORE DRIVE CITY: WARRENDALE STATE: PA ZIP: 15086-7502 BUSINESS PHONE: 4127726600 MAIL ADDRESS: STREET 1: 1000 FORE DRIVE CITY: WARRENDALE STATE: PA ZIP: 15086-7502 8-K 1 FORE SYSTEMS, INC. 1 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 1, 1998 FORE SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 0-24156 25-1628117 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1000 FORE DRIVE, WARRENDALE, PA 15086-7502 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 724-742-4444 2 Item 5. Other Events. On October 1, 1998, FORE Systems, Inc. (the "Registrant") issued a press release announcing preliminary financial results for its second fiscal quarter ended September 30, 1998, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits. The following exhibit is filed as part of this Current Report on Form 8-K: Exhibit Description No. - ------------------------------------------------------- --------- Press release dated October 1, 1998 99.1 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FORE Systems, Inc. Date: October 1, 1998 By: /s/ THOMAS J. GILL ----------------------------- Thomas J. Gill President and Chief Executive Officer 4 EXHIBIT INDEX Exhibit Number Description - --------- ------------------------------------------ 99.1 Press release dated October 1, 1998 EX-99.1 2 FORE SYSTEMS, INC. 1 Exhibit 99.1 FORE SYSTEMS, INC. ANNOUNCES PRELIMINARY SECOND QUARTER FINANCIAL RESULTS Pittsburgh, Pennsylvania - October 1, 1998 - FORE Systems, Inc. (NASDAQ:FORE) today announced preliminary financial results for its second fiscal quarter ending September 30, 1998. Revenue for the second quarter of fiscal 1999, based on a preliminary analysis, will be between $141 million and $143 million, compared to last year's second quarter revenue of $109.7 million. Net income is expected to be between $9.3 million and $10.9 million and earnings per diluted share is expected to be between $.09 and $.10, as compared to net income of $7.0 million and earnings per diluted share of $0.07 reported in the second quarter of fiscal 1998. This preliminary net income estimate does not include the write-off of purchased in-process research and development expenses and the related restructuring charges associated with the acquisition of Berkeley Networks announced during the quarter. Once included, the net loss for the quarter is expected to be between $1.70 and $1.90 per diluted share. Commenting on the preliminary results for the second fiscal quarter, Thomas J. Gill, FORE's President and CEO, said, "Although bookings are at record levels and well ahead of industry growth rates, we are disappointed that revenues are below analysts' expectations. We still remain encouraged by the growth opportunity for our high-end switching solutions in both enterprise and service provider networks." FORE's second quarter results were affected by several factors relating to new product transition issues including higher than anticipated demand and customer delivery schedules. Another factor affecting the quarterly results was that the volume of orders received during the final days of the quarter were far in excess of manufacturing capacity to process orders for revenue. Gill further stated, "While these factors affected revenue recognized this quarter, strong bookings and continued new product introductions will fuel our long-term growth opportunity." Final financial results for FORE's second fiscal quarter ending September 30, 1998 are expected to be released on October 15, 1998. This press release contains forward-looking statements with respect to financial results, growth rate trends and certain other matters. These statements are made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, including risks that final financial results will vary from preliminary estimates and that future sales and growth rates for the industry and the Company could be lower than anticipated. For a detailed discussion of these risks and other risk factors affecting FORE Systems, please refer to the risk factors set forth in the FORE Systems Annual Report on Form 10-K for the fiscal year ended March 31, 1998 and the Quarterly Report on Form 10-Q for the quarter ended June 30, 1998. -----END PRIVACY-ENHANCED MESSAGE-----