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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 Act of 1934
December 22, 1997
Date of Report (Date of earliest event reported)
LARSCOM INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 1-12491 94-2362692
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(State or other (Commission File Number) (I.R.S.Employer
jurisdiction of Identification No.)
incorporation)
1845 McCandless Drive
Milpitas, CA 95035
(Address of principal executive offices)
(408) 941-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or address, if change since last report)
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ITEM 5. OTHER EVENTS.
Larscom Incorporated (the "Company") today announced in an interview with
Dow Jones Newswire that the Company expects its financial results for the
quarter ending December 31, 1997 to meet analyst expectations, subject to the
accounting impact of the Company's impending acquisition of NetEdge Systems,
Inc. The acquisition is intended to be accounted for as a purchase and will
result in a substantial one-time charge. Revenues are expected to be
approximately $20.3 million and earnings per share are expected, without
giving effect to the acquisition, to meet analyst expectations of
approximately $0.13. The Company indicated that recent events in Asia are
not expected to affect the Company's business in the near term, as Asia
currently represents only 1% of revenues. The Company also indicated that
gross margins are expected to be consistent with margins in recent quarters.
The Company further indicated that it continues to expect to close the
acquisition of NetEdge Systems, Inc. prior to year end, and that it expects
to complete the integration of the two companies without significant
difficulties.
The foregoing paragraph constitutes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The Company's actual
results could differ materially from those suggested by the forward-looking
statements as a result of a number of risks and uncertainties.
The Company's final results for the quarter ending December 31, 1997 will
depend upon customer orders and shipments through the end of the quarter and
customary quarter-end accounting reviews and any associated adjustments,
including review of revenue recognition with respect to sales during the
quarter, as well as the potential impact of sales mix changes on the
calculation of costs of goods sold and gross margin, and the identification
and final calculation of operating and other expenses. In addition, the
acquisition of NetEdge Systems, Inc. will result in a substantial one-time
charge to be incurred in the quarter in which the acquisition is consummated.
The amount of this charge remains to be determined.
The closing of the acquisition is subject to customary closing
conditions. In addition, acquisitions involve significant inherent risks and
uncertainties, including the difficulties associated with integrating the
management, products and technologies, sales force, and other operations of
the two companies.
Reference is also made to the risk factors enumerated in the Company's
publicly filed periodic reports, including the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, and the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997,
and September 30, 1997.
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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.
LARSCOM INCORPORATED
Dated: December 22, 1997
By: /s/ Bruce D. Horn
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Bruce D. Horn
Vice President, Finance and Chief Financial
Officer (Principal Financial and Accounting
Officer)
