Valence Technology Inc - Current report filing (8-K)
03 June 2008 - 12:37AM
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):
May 28, 2008
VALENCE
TECHNOLOGY, INC.
(Exact name of registrant as
specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
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0-20028
(Commission
File Number)
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77-0214673
(IRS Employer
Identification Number)
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12201
Technology Boulevard, Suite 150
Austin,
Texas 78727
(Address of principal executive offices)
(512)
527-2900
(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:
o
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
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
May 28, 2008, an article derived from an interview conducted with Robert
L. Kanode, the President and Chief Executive Officer of Valence Technology, Inc.
(the Company) was published by an online industry trade journal focused on
energy technology stocks. In this
article, a statement that the Company expects to report just over $20 million
in revenues for the fiscal year ended March 31, 2008 was attributed to
remarks Mr. Kanode made during his interview. Information relating to the Companys revenue
for fiscal 2008 had not previously been released by the Company, nor has the
final revenue amount for fiscal 2008 been verified.
The
Company currently believes that it will report revenues for the fiscal year
ended March 31, 2008 of approximately $20.7 million, but this number is
subject to further verification, including the completion of audit
procedures. However, because the Companys
final fiscal 2008 revenues (and other financial results) have not been
completed, investors should not rely on the revenue projection attributed to Mr. Kanode,
or to the updated number provided herein by the Company to clarify the
statement attributed to Mr. Kanode.
As
previously announced, the Company will conduct a conference call to discuss its
fiscal 2008 and fourth quarter financial results starting at 3:00 p.m. EDT
(2:00 p.m. CDT) on Thursday, June 5, 2008. The call may be accessed at
www.valence.com. To access the webcast,
please go to the Companys website approximately fifteen minutes prior to the
start of the call to register, download, and install any necessary audio
software. Callers within the United
States and Canada also can dial (888) 213-3752 and enter conference
identification number 1222409 to participate.
Callers outside the United States and Canada can dial (913) 312-0643 and
enter conference identification number 1222409.
A telephonic replay will be available from 5:00 p.m. CDT on June 5,
2008 through 5:00 p.m. CDT on June 12, 2008 by dialing (888) 203-1112
and entering 1222409 as the identification number. In addition, a replay of the webcast will be
available on the Companys website at www.valence.com.
Also
please see the cautionary note regarding forward-looking information provided in
Item 7.01 below.
In
accordance with General Instruction B.2 of Form 8-K, the information
contained in this Current Report shall not be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall such information be deemed incorporated
by reference into any filing under the Securities Exchange Act of 1934, as
amended, or the Securities Act of 1933, as amended, regardless of any general
incorporation language in such filing, except as shall be expressly set forth
by specific reference in such filing.
Item 7.01 Regulation
FD Disclosure.
As discussed in Item 2.02
above, the Companys Chief Executive Officer Bob Kanode recently provided an
interview to an online industry trade publication, which resulted in an article
that was published May 28, 2008.
Except for the statement regarding the Companys fiscal 2008 revenues,
and then only to the extent modified and qualified in Item 2.02 of this Current
Report, the Company wishes to clarify that the article, including the
information attributed to Mr. Kanode, was intended to represent
forward-looking statements related to expectations of management made in the
context of the interview, and such information does not represent the Companys
views with respect to its future financial projections or outlook in general,
including, but not limited to, any projection of the Companys 2009 revenues,
in what periods the Company may recognize revenue from sales of lithium-ion
batteries to the Smith Electric Vehicles unit of Tanfield Group PLC, or when,
if ever, the Company will become profitable or cash flow positive. In addition, the forecasts and estimates
attributed to Mr. Kanode in the article do not represent the Companys
views with respect to the future of the transportation, renewable energy or
battery technology markets. Finally,
there can be no assurance that any of the discussions that the Company may be
having with any of the companies mentioned in the article will come to
fruition, and even if so whether the Company would be able to reach an
agreement with any of such companies to sell its batteries in material
quantities or at a profit.
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The Company cautions
investors and potential investors that, except for information pertaining to
the Companys expected fiscal 2008 revenues, the statement regarding fiscal
year 2008 revenues discussed in Item 2.02 above, nothing in the referenced
article should be construed as representing projections of the Companys
anticipated results of operations, or assumptions or estimates as to future
events or outcomes, as of any subsequent date.
Such information and forward-looking statements have not been fully
considered by management, and accordingly at this time the Company must
disclaim any such projections that may have been attributed to Mr. Kanode. Consequently, investors should not rely on
any of the projections or estimates reported in the article. Moreover, the Company is not undertaking, and
the Company expressly disclaims, any obligation to furnish updated or revised
projections of the Companys projected results of operations, or assumptions or
estimates as to future events or outcomes, to reflect any events or circumstances
occurring or existing at any time after the date hereof. The Companys regular annual and quarterly
financial statements, and the accompanying discussions and analyses of its
financial condition and results of operations, contained in the Companys
Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q
filed with the Securities and Exchange Commission after the date of this Report
will contain disclosure regarding the Companys actual results of operations
for fiscal periods covered by the projections in the presentation
materials. The Companys actual results
could differ from the estimated revenues for the fiscal year ending March 31,
2008 contained in Item 2.02 above and could vary materially and adversely from
the statements attributed to Mr. Kanode in the article.
This
information is being furnished pursuant to Item 7.01 of this Report shall not
be deemed to be filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section and will not be incorporated by reference into any registration
statement filed by the Company under the Securities Act of 1933, as amended,
unless specifically identified as being incorporated therein by reference
and regardless of any general incorporation language in such filing
. This inclusion of such information in this
Report will not be deemed an admission as to the materiality of any information
in this Report that is being disclosed pursuant to Regulation FD.
Cautionary Note Regarding Forward
Looking Statements
This Report, and the
referenced article disclaimed by the Company, contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Actual results should be
expected to vary substantially from those forward-looking statements as a
result of a variety of factors. Among
the important factors that could cause actual results to differ are: the impact
of our limited financial resources on our ability to execute on our business
plan and the need to raise additional debt or equity financing to execute on
that plan; our uninterrupted history of quarterly losses and our ability to
ever achieve profitability; the overall demand for batteries to power electric
vehicles, and the demand for our lithium-ion batteries in particular; our
ability to service our debt, which is substantial in relationship to our assets
and equity values; the pledge of all of our assets as security for our existing
indebtedness; the rate of customer acceptance and sales of our products,
including, in particular, whether we will realize the anticipated benefits of
our agreement to sell our batteries to the Smith Electric Vehicles division of
the The Tanfield Group PLC; the continuance of our relationship with a few
existing customers, which account for a substantial portion of our current and
expected sales in the upcoming year; the level and pace of expansion of our
manufacturing capabilities, including our ability to scale our manufacturing
and quality processes at a level necessary to support potential demand; product
or quality defects; the level of direct costs and our ability to grow revenues
to a level necessary to achieve profitable operating margins in order to
achieve break-even cash flow; the level of our selling, general and
administrative costs; any impairment in the carrying value of our intangible or
other assets; our execution on our business strategy of moving our operations
to Asia and our ability to achieve our intended strategic and operating goals;
the loss of key personnel; the failure to expand our customer base, including
to those companies with which it has been disclosed that we may be in
preliminary discussions; the effects of competition; and general economic
conditions. These and other risk factors
that could affect actual results are discussed in our periodic reports filed
with the Securities and Exchange Commission, including our Report on Form 10-K
for the year ended March 31, 2007 and subsequent Quarterly Reports on Form 10-Q
and other documents filed with the Securities and Exchange Commission. The reader is directed to these statements
for a further discussion of important factors that could cause actual results
to differ materially from those in the forward-looking statements.
3
SIGNATURE
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 hereunto duly authorized.
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VALENCE TECHNOLOGY, INC.
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Dated: May 30,
2008
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By:
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/s/ Roger Williams
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Roger Williams
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Vice President, General
Counsel and
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Assistant Secretary
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