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 25, 2000
Exigent International, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 333-5733 59-3379927
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
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1225 Evans Road
Melbourne, Florida 32904-2314
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
321-952-7550
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Item 5. Other Events
On February 25, 2000, Exigent International, Inc. announced it had re-
evaluated its intangible assets and as a result will take one-time, non-cash
charges totaling approximately $1.4 million for the fourth quarter and full-year
of 1999. The text of the press release is attached hereto as Exhibit 99.
Item 7. Financial Statements and Exhibits
(c) The following documents are furnished as exhibits to this report:
Exhibit Page
Number Description Number
- ------- ----------- ------
99 Press Release of the Registrant, 4
dated February 25, 2000
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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, thereunto duly authorized.
Exigent International, Inc.
Dated:
February 28, 2000 By: /s/ B.R. Smedley
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B.R. "Bernie" Smedley, Chief Executive Officer
Exhibit 99
Exigent International to Write Down Intangible Assets
and Take a One-time Fourth-Quarter Charge
MELBOURNE, Fla., February 25 /PRNewswire/ - Exigent International, Inc. (Nasdaq:
XGNT; CHX: XNT) announced today that it has re-evaluated its intangible assets
and as a result will take one-time charges totaling approximately $1.4 million
for the fourth quarter and full-year of 1999.
As previously announced on June 4, 1999, Exigent's subsidiary Software
Technology, Inc. (STI) suspended system engineering activity on the Teledesic
program. At that time STI had been participating in a Strategic Alliance
Agreement in place with Motorola since February 1998 under which STI supplied
system design and command and control architecture services for Motorola's
future satellite constellations which included their activities in support of
the Teledesic program.
Commenting on the situation, Chairman and Chief Executive Officer B.R. "Bernie"
Smedley said, "While we initially viewed this delay as temporary, the subsequent
financial and financing difficulties experienced by other satellite
constellation operators and developers resulted in the Company concluding that
our prospects of recovering the carrying value of its work under this contract
at this time have diminished. This review will result in an approximate
$1,000,000 pre-tax, non-cash charge to Exigent's fourth-quarter and full-year
1999 statements of operations. In addition, we have closed our office in Mesa,
Arizona that supported these activities. The cost of this office closure was
approximately $70,000, which will be recorded in the first quarter of 2000."
Smedley continued, "Despite this action, we have benefited from the work we
performed in addressing the technical challenges in implementing the next
generation constellation of broadband satellites and remain a preferred supplier
of Motorola. We stand ready and well prepared to participate in both the
commercial and government satellite constellation industry as they move ahead
and we remain optimistic about their prospects in the next two years. In
addition, our recent introduction of OS/COMET(R)4.0 marks a major milestone in
our product offering. We believe the power of the new features in OS/COMET 4.0
will provide our customers with more value and flexibility than any competing
product from single satellites to a constellation of hundreds of satellites."
In addition, Exigent has completed a review of its capitalized software
development cost related to other programs to address whether future anticipated
gross revenues related to its products exceeds the unamortized cost of
developing that software. As a result of this review, another one-time, pre-tax
charge of approximately $390,000 will be reflected as non-cash impairment charge
in Exigent's fourth-quarter and full-year 1999 statements of operations.
These findings are being reviewed with the Company's auditors and therefore may
be subject to change during audit.
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Exigent International, Inc. (www.xgnt.com) is a publicly traded company, formed
in 1996, to capitalize on emerging high-technology opportunities. World
headquarters are in Melbourne, Florida, USA. Other Exigent sites include
Washington, D.C., Alexandria and Chantilly VA, Gaithersburg and La Plata MD,
Charlotte NC, Stennis Space Center MS, Denver, Boulder and Colorado Springs CO.
Exigent's operating subsidiaries are: Software Technology, Inc. (STI),
specializing in command and control solutions. STI's flagship software product
OS/COMET(R) controls satellite constellations including the GPS system. Since
1978, STI has enjoyed long-standing relationships with such corporate clients as
Motorola, Lockheed-Martin, Loral, GE Astrospace, and Harris Corporation, and
with government agencies that include NASA, the USAF, and the U.S. Navy's Naval
Research Laboratory (see www.sticomet.com). The Exigent Solutions Group, which
along with its subsidiaries GEC North America (see www.gecna.com) and MiddleWare
Solutions (see www.mware.com), provides business and technical solutions for a
variety of Information Technology applications, ranging from Oracle (R)
Applications integration, customer Oracle-based software development, e-Business
solutions and middleware software products including ActiveM (TM) Messaging
System. The Software Defined Radio (SDR) Business Unit has developed and is
marketing a Domain Manager Tool Kit (DMTK) product for use in software radios
for the commercial, civil, and government markets. FotoTag, Inc., developer of
the FotoTag(R) system. This innovative unit develops advanced systems that track
location and movement of people, baggage, and products (see www.fototag.com).
For financial information and investor relations, contact Exigent's CFO, Jeffery
Weinress ([email protected]). For general information, contact Exigent's Vice
President of Marketing, Dennis Lunder ([email protected]), or use one of these
numbers: 321/952-7550, 888/952-XGNT, 321/676-4510 (Fax)
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Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
In accordance with the safe harbor provisions of the Private Securities
Litigation reform Act of 1995, the Company notes that statements in this press
release, and elsewhere, that look forward in time, which include everything
other than historical information, involve risks and uncertainties that may
affect the Company's actual results of operations. The following important
factors, among others that are discussed in company filings with the Securities
and Exchange Commission, could cause actual results to differ materially from
those set forth in the forward-looking statements:
a) intense competition may cause us to lose projects or result in decreased
revenues;
b) we may not be able to hire qualified technical personnel;
c) the highly competitive market for technical personnel may increase our
costs;
d) our operating results may fluctuate significantly; and,
e) acquisitions involve numerous risks, including the following: (i) diffi-
culties in integration of the operations, technologies, and products of
the acquired companies; (ii) the risk of diverting management's
attention from normal daily operations of the business; (iii) risks of
entering markets in which Exigent has no or limited direct prior
experience and where competitors in such markets have stronger market
positions; and, (iv) the potential loss of key employees of the acquired
company.
Notices
OS/COMET and FotoTag are registered trademarks and ActiveM Active Messaging
System is a trademark of Exigent International, Inc. All other trademarks are
the property of their respective owners.
