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): MARCH 12, 1998
VERSATILITY INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-21793 52-1214354
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(Commission File Number) (IRS Employer Id. No.)
11781 Lee Jackson Memorial Highway, Seventh Floor, Fairfax, Virginia 22033
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area
code:
(703) 591-2900
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Page 1 of 6 Pages
Exhibit Index - page 4
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Item 5. Other Events.
Versatility Inc. (the "Company") announced that it has temporarily
postponed reporting final operating results for the third quarter of fiscal 1998
and that it anticipates that it will not file its Quarterly Report on Form 10-Q
for the third quarter on time. In addition, the Company announced that it
expects to restate its earnings for fiscal 1997 and the first and second
quarters of fiscal 1998. The Company, under the supervision of its Audit
Committee, is examining the accounting treatment of certain transactions and
expects to file its Form 10-Q for the third quarter of fiscal 1998 and any
required restated quarterly or annual reports as soon as its examination is
complete. Previously issued financial statements for fiscal 1997 and interim
periods for fiscal 1998 and any related independent auditor's reports should not
be relied upon. The Company also announced the resignation of Ronald Charnock as
Chairman, Chief Executive Officer and a Director of the Company. Marcus Heth
also stepped down as a Director, although he will continue with the Company as
Senior Vice President. Paul Zoukis, recently appointed President and Chief
Operating Officer, was elected to the Board of Directors. Attached as Exhibit 99
is the press release dated March 12, 1998.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Exhibit
99 Press Release of Versatility Inc. dated March 12, 1998
Page 2 of 6 Pages
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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.
VERSATILITY INC.
Dated: March 17, 1998
By: /s/ Kenneth T. Nelson
_________________________
Kenneth T. Nelson
Chief Financial Officer
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EXHIBIT INDEX
Page Number in
Exhibit Sequentially
Number Description Numbered Copy
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99 Press Release of Versatility Inc. dated 5
March 12, 1998.
Page 4 of 6 Pages
EXHIBIT 99
Versatility Inc. Announces postponement of Third Quarter Financial Results And
Restatement of certain financial Results; Resignation of Chairman and CEO;
Filing of Securities Class Action Lawsuit
Thursday, March 12, 1998 04:08 PM
FAIRFAX, Va., March 12 /PRNewswire/ -- Versatility Inc. (Nasdaq: VERS) today
announced that it has temporarily postponed reporting final operating results
for the third quarter of fiscal 1998 and that it anticipates that it will not
file its Quarterly Report on Form 10-Q for the third quarter on time.
Versatility also announced that it expects to restate its earnings for fiscal
1997 and the first and second quarters of fiscal 1998.
The Company has postponed the release of its third quarter results while it
examines, under the supervision of its Audit Committee, the accounting treatment
of certain transactions. The Company said the issues include revenue recognition
criteria and timing, bad debt reserves and other matters. The Company expects
that these issues will affect fiscal 1997 results as well as the first and
second quarters of fiscal 1998. The Company expects to file its Form10-Q for the
third quarter of fiscal 1998 and any required restated quarterly or annual
reports as soon as possible after its examination is complete. Previously issued
financial statements for fiscal 1997 and interim periods for fiscal 1998 and any
related independent auditor's reports should not be relied upon.
The Company expects that the restatement of the financial results for the
periods indicated will decrease the revenue recognized during those periods and
will result in operating losses for each period.
Versatility also announced the resignation of Ronald Charnock as Chairman, Chief
Executive Officer and a Director of the Company. Marcus Heth also stepped down
as a Director, although he will continue with the Company as Senior Vice
President.
Paul Zoukis, Versatility's recently appointed President and Chief Operating
Officer, was elected to the Board of Directors, and will assume leadership of
the Company's management team. Mr. Zoukis said, "We are doing everything we can
to take all appropriate actions to investigate these matters and to report our
operating results as quickly as possible. The situation has not affected the
performance of our products or our commitment to our customers."
Versatility also announced that it, among other parties, has been named as a
defendant in a securities class action lawsuit filed in the United States
District Court for the Southern District of New York. The complaint alleges,
among other things, that the defendants made misstatements to the investing
public, relating primarily to its discontinued
Page 5 of 6 Pages
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CallCenter product. Versatility believes that the allegations in the complaint
are without merit and intends to vigorously contest them.
About Versatility
Versatility Inc., based in Fairfax, Virginia, is a leading provider of
enterprise-wide customer care solutions for teleservicing and telesales call
center solutions in the services industries. Versatility is traded on Nasdaq
under the symbol VERS and can be reached at 1-800-VERSATILE (1-800-837-7284
extension: 111) or via the World Wide Web at http://www.versatility.com.
Statements other than statements of historical information contained in this
release including statements regarding expected restatement of previously-issued
financial information may constitute forward-looking statements which are
subject to risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements discussed herein. Those risks
involve the preliminary nature of the Company's investigation and the need to
complete that investigation as well as those other factors discussed from time
to time in the Company's public reports filed with the Securities and Exchange
Commission, such as those discussed under "Risk Factors" included in the
registration of the Company's Form S-1, filed December 13, 1996 and discussed
under "Factors Which May Effect Future Operating Results" in the Company's
quarterly report on Form 10-Q for the quarter ended October 31, 1997.
SOURCE Versatility Inc.
CONTACT: Ken Nelson, Chief Financial Officer of Versatility, 703-591-2900
Page 6 of 6 Pages
