IOMEGA CORP
8-K, 1996-02-06
COMPUTER STORAGE DEVICES
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<PAGE>

                      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 1, 1996


                            Iomega Corporation
          ------------------------------------------------------
          (Exact name of registrant as specified in its charter)

                                 Delaware
               --------------------------------------------
               State or other jurisdiction of incorporation


           0-11963                             86-0385884
    ------------------------        --------------------------------
    (Commission File Number)        (IRS Employer Identification No.)

            1821 West Iomega Way, Roy, Utah             84067
          ------------------------------------------------------
          Address of principal executive offices)     (Zip Code)


Registrant's telephone number, including area code  (801) 778-1000
                                                    --------------



                          This is Page 1 of 9 pages
                          Exhibit Index is on Page 4

<PAGE>

Item 5.  Other Events


     On February 1, 1996, Iomega Corporation (the "Corporation") issued a
press release entitled "Iomega Announces Public Offering on Hold", a copy of
which is attached hereto as an exhibit and incorporated herein by reference.

     On February 5, 1996, the Corporation mailed to stockholders of the
Corporation a letter, a copy of which is attached hereto as an exhibit and
incorporated herein by reference.




                                      -2-

<PAGE>

                                   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.

                                       IOMEGA CORPORATION


Dated:                                 By:  /s/ Leonard C. Purkis
       ---------------------                --------------------------------





                                      -3-

<PAGE>

                                 EXHIBIT INDEX

Exhibit No.                  Description                    Page No.
- -----------                  -----------                    --------

    99.1          Press Release issued February 1, 1996

    99.2          Letter to Stockholders,
                  dated February 5, 1996













                                      -4-



<PAGE>

                                  Exhibit 99.1





























<PAGE>

         NEWS RELEASE
IOMEGA   FOR MORE INFORMATION CONTACT:

         Iomega Corporation Investor Relations (801) 778-3585
         Kalt, Rosen & Associates, Inc. (415) 397-2686

         FOR IMMEDIATE RELEASE


                  IOMEGA ANNOUNCES PUBLIC OFFERING ON HOLD


         ROY, UTAH, FEBRUARY 1, 1996 -- Iomega Corporation (NASDAQ:IOMG),
         with the concurrence of their investment bankers, today announced
         that due to confusion in the market place and volatility of the
         stock price, its planned public offering has been placed on hold.
         The Company reiterated that it will require financing to fund its
         growth and is reviewing alternatives available to it, including
         proceeding with a public offering at a later point in time.

              Company president Kim B. Edwards stated that "although component
         issues continue to limit our ability to ramp production, demand for
         our products remains strong. We believe that the decision to defer
         the offering is in the best interests of our shareholders."

              Iomega Corporation provides personal computer storage solutions
         that help people manage their computer stuff -- anywhere. These
         solutions include: Zip drives and disks; Jaz one-gigabyte drives and
         disks; Ditto tape backup drives and tape cartridges; and the
         Bernouli line of removable drives and disks. Used in homes, business,
         government and education, and by creative professionals, Iomega
         storage solutions are available through computer retail stores,
         resellers and major distributors. The Company can be reached at
         800-MY-STUFF (800-697-8833) or 801-778-1000.



                                       # # #

         Iomega and Bernoulli are registered trademarks of, and Zip, Ditto,
         Jaz and the Iomega logo are trademarks of, Iomega Corporation. All
         other company and product names are marks of their respective
         companies.

                                                                     [LOGO]


          Iomega Corporation 1821 West Iomega Way Roy, Utah 84067


<PAGE>



                                  Exhibit 99.2





























<PAGE>


IOMEGA                                                     February 5, 1996


         LETTER FROM THE PRESIDENT AND CHIEF EXECUTIVE OFFICER

         Dear Fellow Shareholders:

         On February 1, we announced that we were placing our planned stock
         offering on hold. This was a decision made after extensive
         discussions with our investment bankers. As a result of this abrupt
         change in plans, I feel that we need to keep you informed of the
         basis for our decision and our future course of action. With that in
         mind, we have attached a copy of our press release regarding placing
         the offering on hold and the following list of questions and answers
         to address the confusion and misinformation in the market place
         regarding the offering:

         WAS THE OFFERING PLACED ON HOLD BECAUSE OF ACCOUNTING IRREGULARITIES
         AT THE COMPANY?

         No. The Company's audited financial statements for the year ended
         December 31, 1995 have been filed with the SEC and are publicly
         available. The Company's 1995 financial statements do not reflect
         any changes in accounting policy from the prior year.

         WHY DID YOU PLACE THE OFFERING ON HOLD?

         As mentioned in the news release, there was too much confusion in
         the marketplace, including significant misinformation. Several
         misleading articles and confusing and conflicting rumors were making
         it difficult for us to effectively communicate with potential
         investors. In addition, there continue to be uncertainties affecting
         the Company's ability to satisfy demand, including, for example, the
         ongoing component shortages confronting the Company. After
         discussions with our investment bankers, we concluded that it was not
         in the best interest of our shareholders to proceed with the offering
         at this time. The road show is intended to be an opportunity for us
         to present and sell the Company to potential investors. Our
         investment bankers believed that instead of focusing on the business
         of the Company, we would find ourselves responding to rumors and
         misinformation.

         WILL YOU PROCEED WITH THE OFFERING, AND, IF SO, WHEN?

         Since we are reviewing all options available to us, we cannot be
         that specific at this time. However, we are continuing to review all
         forms of financing to allow us to continue our growth. While the
         withdrawal of the offering was a setback, we are working on obtaining
         financing to meet our short- and long-term capital needs. Our
         investment and commercial bankers are actively involved in helping
         us formulate our short- and long-term financing strategy.

                                                                       [LOGO]

    IOMEGA CORPORATION 1821 West Iomega Way  Roy, Utah 84067 TEL 801-778-1000
                                                             FAX 801-778-3190

<PAGE>

         WHAT DO YOU MEAN BY CONFUSION AND MISINFORMATION?

         There have been many rumors and incorrect stories about the Company
         published in the newspapers and on-line services. For example,
         several recently published articles contained incorrect information
         about alleged changes in the Company's policy of reserving against
         receivables. Our 1995 results have been audited by Arthur Andersen
         and have received an unqualified opinion. Had we changed accounting
         methods, we would have been obligated to disclose this. The assertion
         that our bad debt reserve had been reduced from $3.5 million at the
         end of the third quarter to $1.9 million at the end of the fourth
         quarter was untrue, starting with the fact that our third quarter
         bad debt reserve was only $1.5 million, not the rumored $3.5. Our
         methodology for calculating bad debt reserve was the same in the
         fourth quarter as it was in the third.

         There have been additional rumors regarding our inventory reserve and
         level of inventory. We believe that our obsolescence reserve is
         properly stated. In fact, we increased our reserves against
         inventories by a significant amount in the fourth quarter.
         Inventories are high because, as we rapidly grow sales, we frequently
         find ourselves with having an imbalance in our inventories. An
         imbalance means that we may have all but one (or a few) of the
         components to build a drive. But, because of the missing
         components(s), we cannot build the drive. Since the manufacturing
         cycle time is very short, it does not pay to start the build. This
         imbalance obviously results in a high level of component inventory.
         The reason for the low level of finished goods inventory is that
         the sell through of our products has been very good which results
         in low finished goods. In fact, we still are unable to build enough
         Zip drives to satisfy current demand.

         IS THE COMPANY RUNNING OUT OF MONEY?

         The Company will require additional financing during the first half
         of 1996 in order to fund its growth plans. We are continuing to
         review all financing alternatives to allow us to continue our growth.
         This includes the possibility of proceeding with the public offering
         at some point in the future. Our investment bankers continue to be
         involved in formulating our financing strategy.

         Sincerely,


         Kim B. Edwards
         PRESIDENT AND CHIEF EXECUTIVE OFFICER


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