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: July 16, 1997
WESTERN MICRO TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
California 0-11560 94-2414428
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
254 East Hacienda Avenue, Campbell, CA 95008
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(Address of principal executive offices) (Zip Code)
(408) 379-0177
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(Registrant's telephone number,
including area code)
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Item 5. Other Events.
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On July 16, 1997, Western Micro Technology, Inc. issued the press release
attached hereto as Exhibit 99.1 and incorporated herein by reference.
The Company believes that it is unlikely that the pending transaction
whereby the Company is to acquire the distribution business of Star Management
Services, Inc. ("Star") will be consummated by July 31, 1997, the date
contemplated by the Stock Purchase Agreement (the "Star Agreement"), as a result
of the fact that the Company has not finalized its financing concerning the
acquisition. Under the terms of the Star Agreement, either the Company or the
stockholders of Star may terminate the Star Agreement if the transaction does
not close by July 31, 1997 and, under certain circumstances, including the
failure to have obtained the financing by July 31, 1997, a termination fee of
$500,000 may become due upon such failure to close. The Company has entered into
negotiations with the two stockholders of Star to extend the closing date for
the transaction. There can be no assurance that the Company will close the
transaction by July 31, 1997, or that the Company will be successful in
negotiating an extension of the closing date. Failure to extend the closing date
could result in the Company having to pay the termination fee and a failure to
consummate the Star transaction could materially adversely affect the Company's
business, financial condition and results of operations.
When used in this Report, the words "estimate," "project," "intend,"
"believe" and "expect" and similar expressions are intended to identify
forward-looking statements. Such statements are subject to risks and
uncertainties that could cause actual results to differ materially. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The Company undertakes no obligation to
publicly release updates or revisions to these statements.
Item 7. Financial Statements and Exhibits.
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(a) Exhibits.
99.1 Press Release dated July 16, 1997.
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SIGNATURE
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.
Dated: July 16, 1997
WESTERN MICRO TECHNOLOGY, INC.
By /s/ P. Scott Munro
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President, Chief Executive
Officer and Secretary
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release dated July 16, 1997.
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EXHIBIT 99.1
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PRESS RELEASE
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WESTERN MICRO FOR IMMEDIATE RELEASE
For more information contact:
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P. Scott Munro James W. Dorst
President and CEO Chief Financial Officer
Western Micro Technology, Inc. Western Micro Technology, Inc.
408-341-4767 408-341-4745
[email protected] [email protected]
WESTERN MICRO TECHNOLOGY, ANNOUNCES PRELIMINARY SECOND
QUARTER RESULTS
Campbell, California, July 16, 1997 - Western Micro Technology, Inc. (Nasdaq
National Market - WSTM), today announced that preliminary results for the second
quarter ended June 30, 1997, will be lower than expected.
Management estimates that consolidated net revenues for the quarter will be
approximately $39 million, resulting in earnings per share of between $0.07 and
$0.09. The Company anticipates announcing final results for the quarter on July
24, 1997.
According to the Company, Western Micro's second quarter results were less than
anticipated due to the consolidation of several company locations in Southern
California into a single facility, the move of the Company's main warehouse and
integration operations to a larger building in Fremont, California, senior
management resource dilution in significant acquisition-related activities, and
the delay in completing an anticipated private equity financing.
Commenting on the results, P. Scott Munro, Chief Executive Officer and
President, said "While we are obviously disappointed by the quarterly results,
we believe that the factors underlying our shortfall are unique to the quarter.
Our plans for future growth and acquisitions remain unchanged."
Western Micro Technology, Inc., invites members of the investment community to
participate in a conference call to discuss our preliminary financial results
for the second quarter ended June 30, 1997. The call will commence at 5:30 PM
Eastern Standard Time on Wednesday, July 16. If you would like to participate,
please dial 800-230-1096. An instant replay of the call will be available
through July 24, 1997. The replay number is 800-475-6701, Code 348855.
Western Micro Technology is an innovative, value-added distributor providing
solutions, sales and services to VARs, Integrators and OEMs. Western Micro
excels as the distributor
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of choice of the sophisticated, high-level VARs who insist on working with the
best products supported by top-notch technical and marketing professionals.
Leading manufacturers such as IBM, NCR, Data General, Unisys and SCO have
established strong business relationships with Western Micro. In turn, Western
Micro provides its customers with the dedicated sales, marketing, financial and
technical capabilities necessary to support these world class product lines. For
further information, visit our web site at www.westernmicro.com.
When included in this Press Release, the words "expects", "intends",
"anticipates", "plans", "projects", and "estimates", and analogous or similar
expressions are intended to identify forward-looking statements. Such statements
are inherently subject to a variety of risks and uncertainties that could cause
actual results to differ materially from those reflected in such forward-looking
statements. These forward-looking statements speak only as of the date of this
Press Release. The Company expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statement
contained herein to reflect any change in the Company's expectations with regard
thereto or any change in events, conditions, or circumstances on which any such
statement is based.
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Western Micro Technology, Western Micro, and the Western Micro logo are
registered trademarks of Western Micro Technology, Inc. All other company and/or
product names are respective property of their prospective holders and should be
treated as such.
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