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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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORT): JANUARY 9, 1998
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HAYES CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-21697 52-1987873
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation or Identification No.)
organization)
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5854 PEACHTREE CORNERS EAST
NORCROSS, GEORGIA 30092
(Address of principal executive offices, including zip code)
(770) 840-9200
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On January 9, 1998, the Board of Directors of Hayes Corporation (the
"Company") authorized a one-for-three reverse split of its common stock (the
"Split"), subject to stockholder approval. The Company has scheduled a special
stockholders' meeting for Wednesday, February 25, 1998 to allow its stockholders
to consider the Split and has set January 29, 1998 as the record date for
determining the stockholders who will be entitled to cast their votes at such
meeting. If such Split is approved by the stockholders, each three shares of
common stock will be converted into one share, with cash paid in lieu of any
fractional shares.
On January 2, 1998, Hayes Microcomputer Products, Inc. ("HMP") gave
notice to The CIT Group/Credit Finance, Inc. ("CIT") that it was terminating its
credit facility in place with CIT. On the same date, the Company and HMP, as
co-borrowers entered into a commitment letter with NationsCredit Commercial
Corporation, NationsCredit Commercial Funding Division ("NationsCredit").
Subject to completion of due diligence, negotiation of definite agreements and
other conditions, NationsCredit will be providing a $35,000,000 credit facility
(which will increase to $50,000,000, subject to additional participants) with
loan sublimits of $10,000,000 on inventory, $5,000,000 on machinery and
equipment, and $7,000,000 on certain intangibles, among others. The Company and
HMP believe that the Nations Credit facility will provide better terms and
increased financial flexibility. It is currently anticipated that the Company
will close on the credit facility with NationsCredit in mid-February, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits
99 Press Release.
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.
HAYES CORPORATION
Date: January 19, 1998 /s/ Ronald A. Howard
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Ronald A. Howard, Vice Chairman and Chief
Executive Officer
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EXHIBIT 99
HAYES CORPORATION ANNOUNCES PLANS FOR A 1 FOR 3 REVERSE SPLIT OF ITS
COMMON STOCK
January 13, 1998 8:22 AM EST
ATLANTA, Jan. 13/PRNewswire/ -- Hayes Corporation (Nasdaq: HAYZ) announced today
its Board of Directors has authorized a 1 for 3 reverse split of its Common
Stock, subject to stockholder approval. As a result of the reverse split, each
three shares of Common Stock will be converted into one share, with cash paid in
lieu of any fractional shares. Accordingly, after the reverse split, the Company
expects to have approximately 19.4 million shares outstanding.
Ron Howard, Vice Chairman and Chief Executive Officer, commented, "We believe
this reverse split will benefit our stockholders by increasing the marketability
of our Common Stock, and will create a more attractive investment vehicle for
new investors."
Based in Norcross, Georgia, Hayes Corporation globally markets its ULTRA(TM),
ACCURA(TM), OPTIMA(TM), Practical Peripherals(TM), Cardinal(TM) and CENTURY(TM)
brands of cable, digital and analog modems, remote access servers and terminal
adapters along with Smartcom(TM) communications software. Hayes introduced the
PC modem in 1981 and celebrates its 20-year anniversary in 1998. Today, with
distributors in more than 45 countries, it is one of the largest manufacturers
of modems in the world. For more information about Hayes and the company's
award-winning product lines, visit the Hayes Web site at http://www.hayes.com.
Hayes, the Hayes logo, ULTRA, ACCURA, OPTIMA, Practical Peripherals, Smartcom
and CENTURY are trademarks or registered trademarks of Hayes Microcomputer
Products, Inc. Cardinal is a trademark of Cardinal Technologies, Inc.
"Safe Harbor" statement under the Private Securities Litigation Reform Act of
1995: This release contains forward-looking statements that are subject to risks
and uncertainties, including, but not limited to, the impact of competitive
products and pricing, product demand and market acceptance, new product
development, reliance on key strategic alliances, availability of raw materials,
the regulatory environment, fluctuations in operating results and other risks
detailed from time to time in the Company's filings with the Securities and
Exchange Commission. SOURCE Hayes Corporation.
