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): February 18, 2000
SAWTEK INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
000-28276
(Commission File No.)
59-1864440
(IRS Employer Identification No.)
1818 South Highway 441
Apopka, Florida 32703
(Address of principal executive offices)
(407) 886-8860
(Registrant's telephone number, including area code)
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Item 5. Other Events.
Sawtek Inc. responds to comments made in the financial press on
February 17, 2000.
Item 7. Financial Statements and Exhibits
Exhibit 99.1 Sawtek Inc. Press Release dated February 18, 2000: Sawtek Inc.
Responds to Comments in the Financial Press.
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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 thereunto duly authorized.
SAWTEK INC.
By:/s/Raymond A. Link
Sr. Vice President Finance and
Chief Financial Officer
February 22, 2000
Exhibit 99.1
NEWS RELEASE
Contact: Ray Link
Sr. Vice President-Finance
Tel: 407/884-3344
Fax: 407/886-7061
E-mail:[email protected]
For Immediate Release
SAWTEK RESPONDS TO COMMENTS
IN THE FINANCIAL PRESS
Orlando, Florida, February 18, 2000 ______ Sawtek Inc. (Nasdaq: SAWS).
Yesterday, at approximately 2:35 p.m. EST February 17, 2000, the share price of
Sawtek's common stock experienced a sharp decline coupled with unprecedented
trading volume of 9.8 million shares for the day. It is not Sawtek's normal
practice to comment on the day-to-day fluctuations in the price of our common
stock, however, two events took place and were reported in the financial press
that we believe require clarification.
The first issue is in regards to reports made on CNBC and Reuters regarding
sales of stock by insiders. The Reuters report quoted Mr. Paul Foster of
1010wallstreet.com where Mr. Foster attributed the decline in the price of
Sawtek's stock on Thursday, February 17, 2000 to "huge insider sales." The
Reuters report said that Foster tied the slide in the stock to published reports
on Thursday, February 17, 2000 that several officials of Sawtek late last month
sold one million or more shares each of Sawtek's stock.
Sawtek announced the filing of a registration statement pertaining to the
sale of these shares and other shares to be sold by Sawtek's Employee Stock
Ownership and 401(k) Plan (ESOP) on December 10, 1999. The registration
statement covering the sale of 4,600,000 shares became effective on January 25,
2000 when the shares were sold in an underwritten offering managed by Chase H&Q,
CIBC World Markets and Banc of America Securities LLC. The ESOP sold 2,600,000
shares in order to diversify its holdings for all Sawtek employee accounts,
including ESOP accounts for executive officers. Family investment partnerships
of Mr. Steven Miller, retired founder and Chairman of the Board of Sawtek, and
Dr. Jay Tolar, retired founder and member of the Sawtek Board of Directors, sold
1,000,000 shares each to diversify their holdings.
<PAGE>
As required under the federal securities laws, Mr. Miller, Dr. Tolar and
executive officers of Sawtek Inc. reported these sales by filing a Form 4 in
early February 2000. Mr. Foster, in making his statements to Reuters based on
the published reports on February 17, 2000, must have been uninformed that this
offering was announced more than 45 days before it took place, that it was
pursuant to an underwritten offering and that none of the active members of
management in Sawtek were direct selling shareholders in the offering.
The second issue relates to comments made by senior management of Qualcomm
Inc. at a meeting in San Diego, CA, yesterday. No one from Sawtek Inc. was
present at this meeting. However, it was confirmed to us that a member of senior
management of Qualcomm discussed their new CDMA chipset, known as the MSM
3100(TM) and MSM 3300(TM) series chipsets, that would eliminate the need for a
transmit intermediate frequency (IF) filter. The transmit IF filter used by
Qualcomm in the past is not a SAW filter and has never been provided to Qualcomm
in volume by Sawtek. In fact, revenue from SAW IF transmit filters accounted for
less than 1% of Sawtek's net sales for the fiscal year ended September 30, 1999,
and it is not part of our strategic growth plan. Sawtek has worked hand-in-hand
with Qualcomm to develop the SAW receive IF filters to be used in conjunction
with this new chipset. We believe that comments made by Qualcomm may have been
misinterpreted that this new chipset would eliminate the need for SAW receive
filters for the intermediate frequency for use in CDMA phones.
Qualcomm was also asked if they were working on future generations of
products that would directly convert the RF signal to baseband, thereby
eliminating the need for the IF filter in the receive path. Qualcomm indicated
that they were working on this concept for potential introduction in the future,
but acknowledged the extreme difficulty of such a solution and could offer no
time frame for its introduction. It remains to be seen if such a solution will
be feasible, and if feasible, will be cost effective, provide adequate
performance, or consume less battery power.
It is also important to note that a direct conversion chipset, if feasible
would require RF SAW filters. Our strategy, as outlined on pages 4 & 5 of our
recent prospectus, describes our initiatives to expand our product offerings for
wireless handsets to include RF filters for CDMA and GSM, SAW IF filters for GSM
and SAW duplexer filters. All of these markets are substantially larger than the
markets for our current core products consisting of IF filters for CDMA handsets
and IF filters for both CDMA and GSM base stations. For the quarter ended
December 31, 1999, we reported the initial success of this strategy with revenue
from these new products comprising 8% of total net sales, compared to zero in
the previous quarter.
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We will be hosting a conference call with the investment community on
Friday, February 18, 2000 at 9:15 a.m. EST. You can access this conference call
by calling (712) 257-3672, password "Sawtek." Investors will also have the
opportunity to listen to the conference call over the Internet through Vcall at
http://www.vcall.com. To listen to the live call, please go to the web site at
least fifteen minutes early to register, download, and install any necessary
audio software. For those who cannot listen to the live broadcast, a replay will
be available shortly after the call.
Sawtek designs, develops, manufacturers and markets a broad range of
electronic signal processing components based on surface acoustic wave, or SAW,
technology primarily for use in the wireless communications industry. Our
primary products are custom- designed, high performance bandpass filters,
resonators, delay lines, oscillators and SAW-based subsystems. These products
are used in a variety of microwave and RF systems, such as CDMA and GSM digital
wireless communications systems, digital microwave radios, wireless local area
networks, cable television equipment, Internet infrastructure, various defense
and satellite systems, and chemical sensors.
Forward-looking statements in this release are made pursuant to the Safe
Harbor provisions of the Private Securities Litigation Act of 1995. Investors
are cautioned that forward-looking statements such as statements of the
Company's plans, objectives, expectations and intentions involve risks and
uncertainties. The cautionary statements made in this release should be read as
being applicable to all related statements wherever they appear. Statements
containing terms such as "believes", "does not believe", "no reason to believe",
"expects", "plans", "intends", "estimates", or "anticipates", are considered to
contain uncertainty and are forward-looking statements. The Company's actual
results could differ materially from those discussed. Factors that could
contribute to such differences include the following: a decline in either the
growth of wireless communications or the acceptance of CDMA technology; our
ability to successfully develop and bring new products to market, particularly
RF filters; our ability to successfully increase production capacity; our
dependence on a limited number of suppliers for certain key raw materials; risks
associated with international sales; our dependence on a few large customers;
declining selling prices for some of our key products; decreased manufacturing
yields; cancellation of purchase orders by our customers; competitive products
or technologies that could reduce demand for our products; our inability to
protect our intellectual property or if we infringe on the intellectual property
of others; increased competition from other SAW suppliers; risks associated with
our Costa Rican operations; risk of natural disasters; and other risks discussed
in our SEC filings including Form 10K, Form 10Q, and Form S-3A filed on January
24, 2000.
A reader of this release should understand that it is not possible to
predict or identify all such risk factors. Consequently, the reader should not
consider this list to be a complete statement of all potential risks or
uncertainties. We do not assume the obligation to update any forward-looking
statement.
