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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-90717
PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus Dated December 22, 1999)
2,107,552 Shares
FLIR Systems, Inc.
Common Stock
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This Prospectus Supplement relates to the proposed sale of 2,107,552 shares
of FLIR Systems, Inc. Common Stock by certain Selling Shareholders. This
Prospectus Supplement should be read in conjunction with the Prospectus dated
December 22, 1999, which is to be delivered with this Prospectus Supplement.
All capitalized terms used but not defined in this Prospectus Supplement shall
have the meanings given them in the Prospectus.
SELLING SHAREHOLDERS
The following information replaces certain information contained in the
Prospectus under the caption "Selling Shareholders." Commonwealth Capital
Ventures Limited Partnership has distributed the Common Stock beneficially
owned by it to its partners, Commonwealth Venture Partners, L.P.,
Massachusetts Pension Reserves Investment Management Board and BancBoston
Investments, Incorporated. The information in the table below supercedes and
replaces the information regarding Commonwealth Capital Ventures Limited
Partnership appearing in the table under the caption "Selling Shareholders" in
the Prospectus.
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Offering Owned After Offering
--------------------------- Shares Being -----------------------
Name Number Percent(1) Offered Number Percent
- ---- ------------- ------------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
Commonwealth Venture
Partners, L.P.......... 2,797 * 2,797 -- --
Massachusetts Pension
Reserves Investment
Management Board....... 139,811 * 139,811 -- --
BancBoston Investments,
Incorporated........... 27,962 * 27,962 -- --
</TABLE>
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* less than one percent.
(1) Applicable percentage of ownership is based on 14,347,766 shares of Common
Stock outstanding as of September 30, 1999.
RECENT DEVELOPMENTS
On February 8, 2000, we issued a press release announcing our expectations
as to the Company's financial results for the quarter ended December 31, 1999.
A copy of the press release is attached to this Prospectus Supplement and is
incorporated by reference in its entirety into this Prospectus Supplement.
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INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 6 OF THE PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is February 9, 2000.
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FOR IMMEDIATE RELEASE
Company contact: Agency contact:
FLIR Systems, Inc. Berkman Associates
James A. Fitzhenry Neil Berkman
(503) 684-3731 (310) 277-5162
www.FLIR.com [email protected]
FLIR Systems Reports Fourth Quarter Outlook
Company Achieves Record Year-End Backlog
PORTLAND, Ore. -- February 8, 2000 -- FLIR Systems, Inc. (Nasdaq: FLIR)
announced today that it expects to report net earnings for the fourth quarter
of 1999, before one-time charges discussed below, approximately 8-12% ahead of
net earnings of $0.53 per diluted share for the 1998 fourth quarter but below
analysts' consensus estimates for the period. FLIR said that revenue for the
1999 fourth quarter is expected to be approximately $57 million, also below
consensus estimates. In addition, the Company said that it plans to record a
one-time charge in the 1999 fourth quarter of approximately $700,000 before
taxes, or approximately $0.03 per diluted share, associated with the closing
of an international subsidiary that was acquired as part of the merger with
Inframetrics, Inc. last March. FLIR plans to report final fourth quarter and
1999 results on February 23, 2000.
Commenting on the anticipated fourth quarter results, FLIR President and
Chief Executive Officer Ken Stringer said, "Demand for FLIR's products
continues to grow. Deliveries of FLIR's hand-held infrared imaging products,
particularly the ThermaCam(TM) 570 and 595 systems, were strong in the
quarter. Demand for government products also exhibited strength, as backlog
grew by approximately 20% from the record third quarter level. Additionally,
FLIR has been selected for programs that, when finalized, will increase
backlog by over $15 million. FLIR has emerged as the preeminent supplier of
thermography and government surveillance systems worldwide. With our record
backlog and rising order flow, we expect substantial growth in sales and
earnings in 2000.
"However, fourth quarter revenue and earnings growth was impacted by several
factors. First, slower-than-expected receipt of cooled detectors used in our
MilCAM(TM) and SeaFLIR(TM) products, both of which constitute a significant
component of current backlog, hampered shipments. With two detector suppliers
now in production, we expect to increase shipments of the MilCAM, SeaFLIR and
other products incorporating this technology throughout the current year." The
MilCAM is a man-portable ground-based system designed for a variety of
surveillance applications. The SeaFLIR is a compact, lightweight stabilized
thermal imaging system specifically designed for maritime applications.
(more)
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FLIR Systems Reports Fourth Quarter Outlook
February 8, 2000
Page Two
"Secondly, the finalization of a contract for an international government
program for which the Company has already been selected was not completed in
the quarter as anticipated. This contract is expected to be finalized during
the current quarter with product shipments beginning soon thereafter.
Additionally, fourth quarter shipments of airborne vision systems to the
commercial airborne market were still down significantly from prior years, as
customers continued to delay purchases to ensure Y2K compliance by the end of
the year. Now that the Y2K issue has been put to rest, we are confident that
demand for our commercial airborne systems will rebound in 2000," he said.
"Finally, fourth quarter expenses were higher than anticipated due to
increased personnel costs associated with the increasingly competitive labor
market in the technology sector and higher operating expenses at the Company's
Boston facility (formerly Inframetrics, Inc.) than previously expected,"
Stringer concluded.
About FLIR Systems
FLIR Systems, Inc. is a world leader in the design, manufacturing and
marketing of thermal imaging and broadcast camera systems for a wide variety
of commercial and government applications including condition monitoring,
research and development, manufacturing process control, airborne observation
and broadcast, search and rescue, drug interdiction, surveillance and
reconnaissance, navigation safety, border and maritime patrol, environmental
monitoring and ground based security. Visit the Company's Web site at
www.flir.com.
This release contains statements, including statements regarding the Company's
expectations as to revenue and earnings for the fourth quarter of 1999,
continued growth in sales and earnings in 2000, the Company's ability to
increase shipments of the MilCAM, SeaFLIR and other products incorporating
cooled detector technology in the current year, that a contract for an
international program will be finalized in the current quarter with product
shipments beginning soon thereafter, and increases in demand for commercial
airborne systems in 2000 that are forward-looking statements within the
meaning of the Securities Litigation Reform Act of 1995 that are based on
current expectations, estimates and projections about the Company's business
based, in part, on assumptions made by management. These statements are not
guarantees of future performance and involve risks and uncertainties that are
difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such forward-looking
statements due to numerous factors, including, but not limited to, risks that
the Company will experience further constraints on the supply of the cooled
detectors incorporated in the Company's MilCAM, SeaFLIR and other products or
will experience other shortages of key components used in other Company
products; that the contract for the international program will not be
finalized in the current quarter and that shipment of products thereunder will
be delayed; that demand for the Company's commercial airborne systems will not
increase as a result of customers' successful completion of Y2K compliance
efforts; that competitive products or pricing will have unanticipated effects
on the Company's sales plans; that government funding for customers' projects
or programs could be delayed or reduced; that customers may delay or reduce
purchases under existing agreements with the Company or otherwise; and other
risks discussed from time to time in the Company's Securities and Exchange
Commission fillings and reports. In addition, such statements could be
affected by general industry and market conditions and growth rates, and
general domestic and international economic conditions. Such forward-looking
statements speak only as of the date on which they are made and the Company
does not undertake any obligation to update any forward-looking statement to
reflect events or circumstances after the date of this release. If the Company
does update or correct one or more forward-looking statement, investors and
others should not conclude that the Company will make additional updates or
corrections with respect thereto or with respect to other forward-looking
statements.
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