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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
November 7, 1997
Date of Report (Date of earliest event reported)
CKS GROUP, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-27090 77-0385435
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
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10441 Bandley Drive
Cupertino, California 95014
(Address of principal executive offices)
(408) 366-5100
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
Attached as exhibits hereto are press releases issued by CKS Group, Inc.
(the Registrant") on November 7, 1997 and November 20, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following financial statements and exhibits are filed as part
of this report.
(a) Financial statements of business acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits in accordance with Item 601 of Regulation S-K:
99.1 Press Release dated November 7, 1997.
99.2 Press Release dated November 20, 1997.
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SIGNATURES
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.
CKS GROUP, INC.
Dated: November 23, 1997 By:/s/ Robert T. Clarkson
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Robert T. Clarkson
Executive Vice President and Secretary
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EXHIBIT INDEX
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Exhibit No.
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99.1 Press Release dated November 7, 1997
99.2 Press Release dated November 20, 1997
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EXHIBIT 99.1
CKS GROUP ANNOUNCES ANTICIPATED FOURTH
QUARTER FINANCIAL RESULTS
CUPERTINO, CALIF. -Nov. 20, 1997--CKS Group, Inc. (NASDAQ:CKSG ) today announced
that the company expects revenues for its fourth quarter ending November 30,
1997 to be in the range of $32 to $34 million, compared to $26.2 million
reported for the same quarter a year ago.
The Company expects that earnings per share for the fourth quarter will be in a
range of $0.06 to $0.10 per share, down from a proforma $0.18 per share in the
year ago period. The proforma earnings per share in the year ago period included
the effect of a bonus provision for McKinney & Silver, which the Company
acquired in a pooling of interests transaction in January 1997. The Company's
current expectations for revenues and earnings per share are significantly below
the expectations of all securities analysts.
"We are facing a significant shortfall in revenues this quarter," said Mark D.
Kvamme, CKS Group's chairman and chief executive officer. "We had expected some
seasonal reductions in marketing spending by a few large clients. However, we
are experiencing reductions in marketing spending from more of our large clients
than initially anticipated and are also experiencing the development of less new
business than we had anticipated."
"We believe that our strategic direction of integrating marketing services and
technology remains sound and that the market opportunity for the company's
service offering is substantial. However, certain aspects of our current
organizational structure and new business processes have limited our ability to
develop new client relationships while continuing to provide excellent client
service to existing accounts. We are working aggressively to adjust our
organizational structure and focus the necessary resources on new business
development to take advantage of this substantial market opportunity."
CKS Group expects to release the fourth quarter results on Dec. 17, 1997. The
revenue and earnings expectations contained in this press release constitute
forward-looking information and actual results could differ materially. As set
forth in the Company's periodic reports filed with the Securities and Exchange
Commission, the factors that could cause such results to differ materially
include, but are not limited to, such occurrences as client cancellations of
existing projects, the results of the Company's annual audit, loss of key
employees and technical difficulties on projects that would reduce the
profitability of those projects.
CKS Group is an international integrated marketing services and technology
holding company headquartered in Cupertino, Calif. The Company specializes in
offering a wide range of integrated marketing communication services and
technology solutions that help companies market their products, services and
messages. The integrated marketing communication services CKS Group provides
include strategic corporate and product positioning, corporate identity and
product branding, new media, systems
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integration, environmental design, packaging, collateral systems, advertising,
direct mail, consumer promotions, trade promotions and media placement services.
CKS Group is a provider of integrated marketing communication programs that
utilize advanced technology solutions and new media -- which CKS Group defines
as media that delivers content to the end users in digital form, including the
World Wide Web, the Internet, proprietary online services, CD-ROMs, laptop PC
presentations and interactive kiosks. CKS Group has offices in Silicon Valley,
Calif.; San Francisco; Portland, Ore.; New York; Atlanta; Washington, D.C.;
Raleigh, N.C.; Greenwich, Conn.; Hamburg, Germany; Munich, Germany and Vienna,
Austria. The Company is located on the World Wide Web at www.cks.com.
CONTACT: CKS Group, Inc.
Carlton H. Baab, 408/366-5100
Gina L. Bianchini, 408/342-5333 [email protected]
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EXHIBIT 99.2
CKS GROUP, INC. NOT PURSUING ACQUISITION OF CAPITAL
CONSULTING AND RESEARCH
CUPERTINO, CALIF. -Nov. 7, 1997--CKS Group, Inc. (NASDAQ:CKSG ) today announced
that it is not proceeding with its previously announced agreement to acquire
Capital Consulting & Research, Inc. (CCR) but may continue to explore
opportunities for collaboration with CCR.
CKS Group is an international integrated marketing services and technology
company headquartered in Cupertino, California. The company specializes in
offering a wide range of integrated marketing communication services and
technology solutions that help companies market their products, services, and
messages.
The integrated marketing communication services CKS Group provides include
strategic corporate and product positioning, corporate identity and product
branding, systems integration, environmental design, packaging, collateral
systems, advertising, direct mail, consumer promotions, trade promotions, media
placement services, and new media.
CKS Group defines new media as media that delivers content to the end users in
digital form, including the World Wide Web, the Internet, proprietary online
services, CD-ROMs, laptop PC presentations and interactive kiosks.
CKS Group has offices in Silicon Valley, Calif.; San Francisco; Portland, Ore.;
New York; Washington, D.C.; Atlanta; Raleigh, N.C.; Greenwich, Conn.; Hamburg,
Germany; Munich, Germany; and Vienna, Austria. The Company is located on the
World Wide Web at www.cks.com .
Certain of the statements set forth in this news release are forward looking
statements. Actual results could differ materially from those set forth, or
contemplated, in these forward looking statements.
Important factors that could cause such actual results to differ materially
include the establishment or loss of key client relationships, the development
of the market for new media, the success of the Company's business acquisition
strategy, the uncertain adoption of the Internet as a medium of commerce and
communications and other risks.
Investors are encouraged to read the Company's reports on Forms 10-Q and 10-K
filed with the Securities and Exchange Commission, particularly the risk factors
and "Factors Affecting Operating Results" set forth in those reports.
CONTACT: CKS Group, Inc.
Carlton H. Baab, 408/366-5100 (Chief Financial Officer)
Gina L. Bianchini, 408/342-5333 (Investor Relations)
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