SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 1, 1999
LABTEC INC.
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(Exact Name of Registrant as Specified in Charter)
MASSACHUSETTS 0-27302 04-3116697
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
1499 S.E. Tech Center Place, Suite 350, Vancouver, Washington 98683
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (360) 896-2000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On October 12, 1999, Labtec Inc. (the "Company") was informed
by the Nasdaq Stock Market, Inc. ("Nasdaq") that a Nasdaq Listing Qualifications
Panel had determined to continue the listing of the Company's securities on the
Nasdaq National Market, subject to the following: that, among other things, on
or before December 1, 1999 the Company must evidence, by way of a public filing
with the Securities and Exchange Commission and Nasdaq, a $15,000,000 market
value of public float and sustain such public float for a minimum of ten
consecutive trading days.
On December 1, 1999, the Company announced that The KB
Mezzanine Fund II, L.P. would convert $1.5 million of its outstanding $6.0
million Senior Subordinated Note into 262,237 shares of Common Stock, par value
$.01 per share, as adjusted to reflect the Company's one-for-two reverse stock
split discussed below, in order to allow the Company to comply with the
$15,000,000 market value of public float requirement of Nasdaq. Following such
conversion, the Company had outstanding 2,087,256 shares of Common Stock held by
non-affiliates. On December 1, 1999, the Company issued a press release, a copy
of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Accordingly, the Company has prepared a table setting forth
certain information regarding the ownership of the Common Stock as of December
1, 1999, which beneficial ownership table is attached hereto as Exhibit 99.2.
This information is provided solely for the purpose of complying with the
requirements of Nasdaq.
The Company also announced a one-for-two reverse stock split
of its authorized and outstanding Common Stock. The reverse split is intended to
increase the per share price of the Common Stock toward preserving listing on
Nasdaq. The Company has set December 1, 1999 as the effective date of the
reverse stock split. The reverse stock split was authorized at a Special Meeting
of Stockholders on November 24, 1999. On November 30, 1999, the Company issued a
press release, a copy of which is attached as Exhibit 99.3 to this Current
Report on Form 8-K and is incorporated herein by reference.
Statements made herein that are not historical facts or that
express the beliefs and expectations of management regarding future events or
performance are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are subject to risks
and uncertainties that could cause actual results or events in future periods to
differ materially from those anticipated or forecast. Those risks and
uncertainties are detailed from time to time in the Company's filings with the
Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
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<PAGE>
Not applicable.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated December 1, 1999 issued by the
registrant
99.2 Security Ownership of Certain Beneficial Owners and
Management of Labtec Inc. as of December 1, 1999
99.3 Press Release dated November 30, 1999 issued by the
registrant
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<PAGE>
SIGNATURES
Pursuant to the requirement 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.
Dated: December 1, 1999
LABTEC INC.
By: /S/ MARC J. LEDER
Name: Marc J. Leder
Title: Co-Chairman, Senior Vice President,
Finance, Chief Financial Officer and Treasurer
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<PAGE>
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated December 1, 1999 issued by the
registrant
99.2 Security Ownership of Certain Beneficial Owners and
Management of Labtec Inc. as of December 1, 1999
99.3 Press Release dated November 30, 1999 issued by the
registrant
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<PAGE>
EXHIBIT 99.1
FOR IMMEDIATE RELEASE Media Contact:
- -------------------- Kim Brothers
Labtec Inc.
(360) 817-9256
LABTEC INC. ANTICIPATES STRONG THIRD QUARTER RESULTS;
ANNOUNCES $2.3 MILLION DEBT/EQUITY SWAP
AND 200,000 SHARE REPURCHASE
VANCOUVER, Wash. December 1, 1999-- Labtec Inc. (NASDAQ: LABT), experts in
high-technology computer peripherals, today announced that it anticipates sales
and earnings results for the third quarter ending December 31, 1999 will
significantly exceed analysts' expectations.
"We have made it a priority at Labtec to grow the company and its value to
shareholders," said Bob Wick, president and chief executive officer. "The
culmination of our efforts was a strong improvement in top- and bottom-line
results for the six months ended September 30, 1999. We are pleased to report
that the first two months of the third quarter preliminarily indicate that we
will have another record quarter, with double-digit growth in all of our product
lines."
In addition, the Company announced that its two largest shareholders, Sun
Multimedia Partners, L.P. and KB Mezzanine Fund II, will convert approximately
$2.3 million of debt into common stock. The debt/equity conversion will reduce
interest expense and give Labtec a stronger balance sheet from which to expand
its acquisition program. The conversion of KB Mezzanine Fund II's debt will also
increase "public float" and should enable Labtec to sufficiently meet the
listing requirements of The Nasdaq Stock Market.
The Company's board of directors today authorized the open-market repurchase of
up to 200,000 shares of common stock over the next six months. The buyback
program is subject to the approval of the Company's bank group. Sun Multimedia
Partners, L.P., or an affiliate, may supplement the Company's buyback program
with the purchase of additional shares.
ABOUT LABTEC INC.
Founded in 1982, Labtec Inc. is a leading developer and marketer of high
technology, multimedia peripherals for the personal computer and workstation
industries. Labtec offers a broad array of products, including computer
speakers, subwoofers, PC Voice Access(TM) microphones, headphones and
accessories, 3D input controllers, 3D gamepads, and mass-storage enclosures for
secure computer systems and networks. Labtec's strategy is to offer a growing
assortment of products based on proprietary technology through multiple channels
of distribution. Labtec currently sells to most of the largest and fastest
growing retailers, master distributors and original equipment manufacturers,
with all channels served on a worldwide basis. For additional information,
please visit the Labtec Web site at HTTP://WWW.LABTEC.COM, or call (360)
896-2000. For further information on Labtec's 3D Motion Control Technology
Group, please call (978) 970-0330.
Except for historical information contained herein, certain statements in this
press release contain forward-looking statements that are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Words such as "expects," "anticipates," "plans," "believes", "seeks,"
"projects," "estimates," "should see," or variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve unknown risks
and uncertainties that may cause the Company's actual results in future periods
to differ materially from forecasted results. Those risks include, among others,
risks associated with the overall personal computer industry, customer sourcing
decisions, competitive activity, timing and success of new product
introductions, risks related to technological changes, the efficiency of
internal operations, and general economic conditions. These and other risks are
described in the Company's Annual Report on Form 10-K dated March 31, 1999 filed
with the Securities and Exchange Commission ("SEC") and in the Company's
periodic reports filed from time to time with the SEC, copies of which are
available from the SEC or may be obtained upon request from the Company.
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<PAGE>
EXHIBIT 99.2
SECURITY HOLDINGS OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding
the ownership of the Common Stock as of December 1, 1999 by (i) persons known by
the Company to be beneficial owners of more than 5% of the outstanding shares of
Common Stock, (ii) each director of the Company, (iii) the Company's Chief
Executive Officer and each other executive officer whose annual cash
compensation for 1998 exceeded $100,000 and (iv) all directors and executive
officers as a group. The following calculation takes into account the Company's
one-for-two reverse stock split of its Common Stock, effective December 1, 1999.
<TABLE>
<CAPTION>
PERCENTAGE
SHARES BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER (1) OWNED (2) OWNED
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5% STOCKHOLDERS
<S> <C> <C>
Sun Multimedia Partners, L.P. (3).................................... 1,936,860 48.1%
5355 Town Center Road
Suite 802
Boca Raton, FL 33486
The KB Mezzanine Fund II, L.P. ...................................... 354,621 8.8%
19 Old Kings Highway South
Darien, CT 06820
Dennis T. Gain (4)................................................... 227,539 5.6%
30 Boren Lane
Boxford, MA 01921
DIRECTORS
Rodger R. Krouse (3) (5)............................................. 1,936,860 48.1%
Marc J. Leder (3) (5)................................................ 1,936,860 48.1%
George R. Rea (6).................................................... 14,833 *
Patrick J. Sullivan (6).............................................. 13,332 *
Julian Rubinstein.................................................... -- --
Bradley A. Krouse.................................................... -- --
Joseph Pretlow....................................................... -- --
Geoffrey Rehnert..................................................... -- --
Robert G. Wick....................................................... -- --
Marc Wolpow.......................................................... -- --
EXECUTIVE OFFICERS
Gregory Jones (7).................................................... 18,985 *
All directors and executive officers as a group 1,984,010 48.8%
(11 persons) (8).....................................................
</TABLE>
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* Less than one percent.
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<PAGE>
(1) Except as otherwise indicated, the address of each individual listed
is c/o Labtec Inc., 1499 S.E. Tech Center Place, Suite 350, Vancouver,
WA 98683.
(2) Except as otherwise indicated in these footnotes, the persons and
entities named in the table have sole voting and investment power with
respect to all shares beneficially owned by them. Includes shares of
Common Stock underlying currently exercisable stock options. The
inclusion herein of any shares of Common Stock deemed beneficially
owned does not constitute an admission of beneficial ownership of
those shares.
(3) Takes into account 148,948 shares of Common Stock to be issued to Sun
Multimedia Partners, L.P. upon conversion of certain subordinated debt
and interest thereon held by an affiliate of Sun Multimedia Partners,
L.P, effective January 1, 2000.
(4) Includes (i) 174,598 shares held by the Gain Family Trust, a trust for
the benefit of certain members of the family of Dennis T. Gain and of
which Mr. Gain is the sole trustee, (ii) 11,666 shares of Common Stock
issuable upon exercise of currently exercisable options, (iii) 12,333
shares held by Mr. Gain's wife and children and (iv) 6,266 shares held
by the Gain New Zealand Trust of which Mr. Gain is a Trustee.
(5) Messrs. Leder and Krouse each own 50% of Sun Multimedia Advisors,
Inc., the general partner of Sun Multimedia Partners, L.P. Mr. Leder
and Mr. Krouse disclaim beneficial ownership of the shares held by Sun
Multimedia Partners, L.P., except to the extent of their pecuniary
interests.
(6) Consists of shares of Common Stock issuable upon exercise of currently
exercisable options.
(7) Includes 12,126 shares of Common Stock issuable upon exercise of
currently exercisable options.
(8) Includes 11,499 shares of Common Stock issuable upon exercise of
currently exercisable options granted under the Company's Amended and
Restated 1993 Stock Option Plan, 6,666 shares of Common Stock issuable
upon exercise of currently exercisable options granted under the
Amended and Restated 1995 Director Stock Option Plan and 22,126 shares
of Common Stock issuable upon exercise of currently exercisable
options granted under the Company's Amended and Restated 1997 Employee
Stock Option Plan.
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<PAGE>
EXHIBIT 99.3
LABTEC INC. ANNOUNCES 1-FOR-2 REVERSE STOCK SPLIT
FOR RELEASE NOVEMBER 30, 1999 AT 4:15PM EST
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Contact: Kim Brothers
Labtec Inc.
(360) 817-9256
VANCOUVER, WASHINGTON - NOVEMBER 30, 1999 - Labtec Inc. (Nasdaq: LABT) announced
that the Company's stockholders approved a proposal to amend the Restated
Articles of Organization to effect a one-for-two reverse stock split of the
Company's outstanding common stock. The reverse stock split will become
effective at the opening of business on December 1, 1999. Beginning on December
1, 1999, the Company's common stock will be listed under the symbol "LABTD" for
20 trading days following the reverse stock split. The primary reason for
Labtec's decision to effect a reverse stock split is to comply with the Nasdaq
Stock Market's $5 minimum bid price requirement for continued listing on the
Nasdaq National Market. The Company believes that maintaining the Company's
Nasdaq National Market listing may provide the Company with a broader market for
its Common Stock and facilitate the use of its Common Stock in acquisitions and
financing transactions in which the Company may engage.
About Labtec Inc.
Founded in 1982, Labtec Inc. is a leading developer and marketer of high
technology, multimedia peripherals for the personal computer and workstation
industries. Labtec offers a broad array of products, including computer
speakers, subwoofers, PC Voice Access(TM) microphones, headphones and
accessories, 3D input controllers, 3D gamepads and mass-storage enclosures for
secure computer systems and networks. Labtec's strategy is to offer a growing
assortment of products based on proprietary technology through multiple channels
of distribution. Labtec currently sells to most of the largest and fastest
growing retailers, master distributors and original equipment manufacturers,
with all channels served on a worldwide basis. For additional information,
please visit the Labtec Web site at http://www.labtec.com, or call 360-896-2000.
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