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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) April 8, 1998
Commission File Number: 0-27234
PHOTON DYNAMICS, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-3007502
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6325 SAN IGNACIO, SAN JOSE, CA 95119
(Address of principal executive offices) (Zip Code)
(408) 226 9900
(Registrant's telephone number, including area code)
N/A
(Former name, former address, and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1)has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
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ITEM 5. OTHER EVENTS
Registrant is filing this Form 8-K solely for the purpose of disclosing the
effect of adoption of FAS 128, "Earnings per Share", on the Annual Report on
Form 10-KSB for the fiscal year ended September 30, 1997 (the 1997 Form 10-KSB)
and the related restatement of earnings per share thereon, so that such
information may be incorporated by reference into a Registration Statement on
Form S-8 to be filed after this Form 8-K is filed. Restatement of selected
financial data and related disclosures as prescribed by FAS 128 is for the three
fiscal years ended September 30, 1997, September 30, 1996 and September 30,
1995.
Restatement of selected data as relates it to the adoption of FAS 128, "Earnings
per Share" is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 Restatement of selected data as relates to the adoption of
FAS 128, "Earnings per Share".
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.
PHOTON DYNAMICS, INC.
(Registrant)
Date: April 8, 1998 /s/ Vincent Sollitto
__________________________________
Vincent Sollitto
Chief Executive Officer and Director
(Principal Executive Officer)
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EXHIBIT 99.1
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings per Share" (FAS 128). FAS 128 replaced the calculation of
primary and fully diluted net income (loss) per share with basic and diluted net
income (loss) per share. Unlike primary net income (loss) per share, basic net
income (loss) per share excludes any dilutive effects of options, warrants and
convertible securities. Diluted net income (loss) per share is very similar to
the previously reported net income (loss) per share. The effect of replacing
primary net income (loss) per share by basic net income (loss) per share was
$0.00 in 1997 due to the net loss for the year, $0.01 in 1996 and $0.01 in 1995.
The effect of replacing fully diluted net income (loss) per share by diluted net
income (loss) per share was $0.00 in 1997 due to the net loss for the year,
$0.00 in 1996 and $0.01 in 1995.
In February 1998, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 98 ("SAB 98"). Under SAB 98, certain shares of convertible
preferred stock, options and warrants to purchase shares of common stock, issued
at prices substantially below the per share price of shares sold in the
Company's initial public offering in November 1995, previously included in the
computation of shares outstanding pursuant to Staff Accounting Bulletins Nos.
55, 64 and 83 are now excluded from the computation. Basic and diluted net
income (loss) per share for the year ended September 30, 1995 have been
retroactively restated to apply the requirements of SAB 98.
Restatement of selected financial data is for the fiscal years ended September
30, 1997, September 30, 1996 and September 30, 1995.
The following table illustrates Exhibit 11.1 as presented in the original 1997
10-KSB filing:
STATEMENT RE COMPUTATION OF EARNINGS PER SHARE
Primary and Fully Diluted Earnings Per Share
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<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) YEAR ENDED SEPTEMBER 30,
--------------------------------------------
1997 1996
-------------------- -------------------
<S> <C> <C>
Net income (loss) $(2,481) $ 854
Computation of weighted average common and common
equivalent shares outstanding:
Common stock 7,049 6,548
Options and warrants - 839
-------------------- -------------------
Total weighted average common and common equivalent
shares outstanding 7,049 7,387
-------------------- -------------------
Net income (loss) per share $ (0.35) $ 0.12
==================== ===================
</TABLE>
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The following table presents Exhibit 11.1 from the 1997 10-KSB as restated in
accordance with FAS 128:
STATEMENT RE COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) YEAR ENDED SEPTEMBER 30,
--------------------------------------------
1997 1996
-------------------- -------------------
<S> <C> <C>
Numerator for basic and diluted net income (loss) per share $(2,481) $ 854
Denominator for basic net income (loss) per share 7,049 6,548
Effect of dilutive securities
Employee stock options - 550
Warrants - 196
-------------------- -------------------
Denominator for diluted net income (loss) per share 7,049 7,294
Basic net income (loss) per share $ (0.35) $ 0.13
-------------------- -------------------
Diluted net income (loss) per share $ (0.35) $ 0.12
-------------------- -------------------
</TABLE>
The following table illustrates Exhibit 13.1 as presented in the original 1997
10-KSB filing:
SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
-------------------------------------------------------------------
(IN THOUSANDS EXCEPT PER SHARE DATA) 1997 1996 1995 1994 1993
------------ ------------ ------------ ------------ -----------
CONSOLIDATED STATEMENT OF OPERATIONS
<S> <C> <C> <C> <C> <C>
Revenue $24,507 $24,763 $18,447 $10,587 $10,312
Gross margin 10,718 11,507 6,756 3,902 3,066
Operating income (loss) (2,695) 563 710 (2,048) (3,109)
Net income (loss) $(2,481) $ 854 $ 377 $(2,105) $(3,070)
Net income (loss) per share (pro forma $(0.35) $0.12 $0.07
for 1995)
Shares used in computing net
income (loss) per share 7,049 7,387 5,425
</TABLE>
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The following table presents Exhibit 13.1 as restated in accordance with FAS
128:
SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
-------------------------------------------------------------------
(IN THOUSANDS EXCEPT PER SHARE DATA) 1997 1996 1995 1994 1993
------------ ------------ ------------ ------------ -----------
CONSOLIDATED STATEMENT OF OPERATIONS
<S> <C> <C> <C> <C> <C>
Revenue $24,507 $24,763 $18,447 $10,587 $10,312
Gross margin 10,718 11,507 6,756 3,902 3,066
Operating income (loss) (2,695) 563 710 (2,048) (3,109)
Net income (loss) $(2,481) $ 854 $ 377 $(2,105) $(3,070)
Basic Net income (loss) per share $ (0.35) $ 0.13 $ 0.08
Diluted Net income (loss) per share $ (0.35) $ 0.12 $ 0.08
(pro forma for 1995)
Shares used in computing:
Basic Net income (loss) per share 7,049 6,548 4,448
Diluted Net income (loss) per share 7,049 7,294 5,012
</TABLE>
