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): September 8, 1999
Applied Magnetics Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-6635
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(State or other jurisdiction of (Commission file number)
incorporation or organization)
95-1950506
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(I.R.S. Employer Identification No.)
75 Robin Hill Road, Goleta, CA 93117
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (805) 683-5353
Exhibit Index on Page 4
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Item 5. Other Events.
On September 8, 1999, Applied Magnetics Corporation (the "Company")
announced that it had completed its Rights Offering of common stock to its
stockholders, which raised approximately $18.1 million in additional equity.
Pursuant to the Rights Offering, approximately 12.3 million shares were issued
at a fixed subscription price of $1.00 per share and approximately 6.9 million
shares were issued at a fixed subscription price of $0.85 per share.
The Company also announced that it has reached agreements in
principal with respect to individual private placements of new convertible debt
instruments and common stock, which together with the Rights Offering, will
provide the Company with approximately $30.5 million in new financing.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
99.1 Press Release dated September 8, 1999, Relating to
Completion of Rights Offering and Additional Financing.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
APPLIED MAGNETICS CORPORATION
By: /s/ Peter T. Altavilla
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Name: Peter T. Altavilla
Title: Secretary and Controller
Date: September 8, 1999
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EXHIBIT INDEX
Exhibit Description Page
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99.1 Press Release dated September 8, 1999, Relating to 5
Completion of Rights Offering and Additional
Financing.
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Exhibit 99.1
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APPLIED MAGNETICS CORPORATION ANNOUNCES COMPLETION OF
RIGHTS OFFERING AND ADDITIONAL FINANCING
GOLETA, California, September 8, 1999 APPLIED MAGNETICS CORPORATION (APM:NYSE)
today announced the completion of the Company's previously announced Rights
Offering of common stock to its stockholders. Approximately 12.3 million shares
were issued at a fixed subscription price of $1.00 per share and approximately
6.9 million shares were issued at a fixed subscription price of $0.85 per share.
The Company raised approximately $18.1 million in additional equity. Following
the offering, Applied Magnetics will have 64.9 million common shares
outstanding, an increase of 19.2 million as a result of the Rights Offering.
Stockholders who submitted subscriptions under the offering should expect to
receive certificates for the newly issued shares, or postings to their brokerage
account, within three weeks.
Additionally, the Company has reached agreements in principle with respect to
individual private placements of new convertible debt instruments and common
stock. These transactions, together with the Rights Offering, will provide the
Company with a total of approximately $30.5 million in new financing. The
agreements in principle provide, in part, for the redemption of $5 million par
value of the Company's 7% convertible subordinated debentures and the Company
will not be required to pay the semi-annual interest on September 15, 1999 on
those debentures. The Company will also realize immediate cash savings of
approximately $805,000 as it has agreed in principle to issue shares of common
stock to another holder of the 7% convertible subordinated debentures in lieu of
the September 15, 1999 interest payment.
"We are very pleased with the results of our recent financing efforts. These
proceeds will enable us to concentrate fully on our mission of manufacturing the
best heads in the industry" said Craig Crisman, Chairman and CEO of the Company.
Proceeds from these transactions will be used to fund production of MR and GMR
products, including related working capital. As announced on August 10, 1999,
the Company has received production orders for MR heads pending completion of
qualification for delivery starting in the fourth fiscal quarter of 1999. The
Company is currently in the process of qualifying GMR product at capacities
ranging from 8.6 to 10.2 gigabytes per 3.5" disk and anticipates initial
production volumes of GMR in the first quarter of fiscal 2000.
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Forward-looking statements included in this release are based on estimates and
assumptions made by management of the Company, which, although believed to be
reasonable, are inherently uncertain and difficult to predict. Therefore, undue
reliance should not be placed upon such estimates. Such statements are subject
to certain risks and uncertainties inherent in the Company's business that could
cause actual results to differ materially from those projected. These factors
include, but are not limited to: successful transition to volume production of
MR and GMR disk head products with profitable yields; the limited number of
customers and customer changes in short range and long range plans; competitive
pricing pressures; changes in business conditions affecting the Company's
financial position or results of operations which significantly increase the
Company's working capital needs; the Company's inability to generate or obtain
sufficient capital to fund its working capital needs; the Company's ability to
control inventory levels; domestic and international competition in the
Company's product areas; risks related to international transactions; and
general economic risks and uncertainties.
Applied Magnetics Corporation is an independent manufacturer of magnetic
recording heads, head-gimbal assemblies ("HGAs") and headstack assemblies
("HSA's") for computer hard disk drives. Founded in 1957, Applied Magnetics is
the oldest independent U.S. based supplier of disk heads to the merchant market.
Headquartered in Goleta, California, the Company employs over 3000 people around
the world, with facilities in Malaysia, Korea, Singapore and China. The
Company's worldwide web site can be found at www.appmag.com.
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