- Current report filing (8-K)
25 October 2012 - 7:17AM
Edgar (US Regulatory)
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 22, 2012
SYMMETRICOM, INC.
(Exact name of Registrant as Specified in its Charter)
|
|
|
|
|
Delaware
|
|
000-02287
|
|
95-1906306
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
2300 Orchard Parkway
San Jose, California 95131-1017
(Address of Principal Executive Offices)
(408) 433-0910
(Registrants 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 24, 2012, Symmetricom, Inc. (the Company) issued a press release, which sets forth certain preliminary
financial results for the quarter ended September 30, 2012. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Such information shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 2.05. Costs Associated with Exit or Disposal Activities.
On October 22, 2012, the Company committed to closing its research and development operation in Beijing, China. After evaluating the
Beijing R&D operation against current and future needs, the Company decided to consolidate its engineering resources into its existing U.S. facilities, placing test engineering and development engineering positions in closer geographic
proximity. The Company is therefore closing its Beijing R&D operation, eliminating approximately 35 positions in China, primarily system test engineering positions. The closure and transition is expected to be completed in the second half of
fiscal 2013. After relocating a certain number of these positions to the U.S., the Company expects to incur restructuring and other transition related costs of approximately $3.0 million over the next few quarters, and once completed, anticipates
the transition to be cost neutral. Total restructuring and other transition charges are expected to include severance and employee termination benefits of approximately $0.6 million, facility lease termination costs of approximately $0.4 million,
legal fees and other intellectual property related costs of approximately $1.2 million, equipment write-off and re-location costs of approximately $0.3 million and travel and other position re-location costs of approximately $0.5 million. Total cash
expenditures associated with the closure are expected to be approximately $2.8 million.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
Exhibit
No.
|
|
Description
|
|
|
99.1
|
|
Press Release, dated October 24, 2012
|
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, and is subject to the safe harbor created by those sections. These forward-looking statements include statements concerning the timing of events related to the Companys closure of its China based R&D operation and
expectations regarding charges and total cash expenditures associated with the closure. The statements in this Current Report on Form 8-K are made as of the date of this filing, even if subsequently made available by the Company on its website or
otherwise. The Company expressly disclaims any obligation to update or revise any forward-looking statement contained herein, whether as a result of any change in its expectations, a change in any events, conditions or circumstances on which a
forward-looking statement is based, or otherwise. The Companys actual results could differ materially from those projected or suggested in these forward-looking statements. Factors that could cause future actual results to differ materially
from the results estimated in or suggested by such forward-looking statements include, but are not limited to, the risk that the costs associated with the closure of the Companys China based R&D operation exceeds current estimates or that
the Company is unable to recognize anticipated cost savings associated with the closure, risks and uncertainties in general economic conditions in the markets the Company addresses and the telecommunications and government markets in general, and
the other risks and uncertainties set forth from time to time in the Companys reports filed with the Securities and Exchange Commission, including the annual report on Form 10-K for the fiscal year ended July 1, 2012 and subsequent Forms
10-Q and 8-K.
SIGNATURES
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.
|
|
|
|
|
|
|
Date: October 24, 2012
|
|
|
|
SYMMETRICOM, INC.
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Justin Spencer
|
|
|
|
|
Name:
|
|
Justin Spencer
|
|
|
|
|
Title:
|
|
Executive Vice President,
Chief Financial Officer and
Secretary
|
EXHIBIT INDEX
|
|
|
Exhibit
No.
|
|
Description
|
|
|
99.1
|
|
Press Release, dated October 24, 2012
|
Symmetricom (NASDAQ:SYMM)
Historical Stock Chart
From Jun 2024 to Jul 2024
Symmetricom (NASDAQ:SYMM)
Historical Stock Chart
From Jul 2023 to Jul 2024