<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)
SEPTEMBER 14, 1995 (SEPTEMBER 11, 1995)
AST RESEARCH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-13941 95-3525565
(Commission File Number) (IRS Employer Identification No.)
16215 ALTON PARKWAY
IRVINE, CALIFORNIA 92718
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(714) 727-4141
NOT APPLICABLE
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
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On September 11, 1995, the Company announced the resignation of three senior
executive officers, Jim Schraith as president, chief operating officer and a
board member; Jim Wittry, senior vice president, Americas, and Scott Smith, vice
president and general manager, desktop products. Gerald T. Devlin has rejoined
the Company as senior vice president, Americas, and a corporate officer. The
Company also announced that it anticipates lower year-over-year performance for
the first quarter of fiscal year 1996 and the Company anticipates posting a net
loss significantly higher than the $40 million loss recorded during the prior
year period. A copy of the press release is attached to this report, and is
incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit
Number Description
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99 Press release issued by the Registrant on September 11, 1995,
announcing resignation of senior officers; operations reorganization;
lower Q1 performance.
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.
AST Research, Inc.
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(Registrant)
By /s/ BRUCE C. EDWARDS
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Bruce C. Edwards
Executive Vice President
and Chief Financial Officer
Date: September 14, 1995
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NEWS RELEASE
[LOGO OF AST(R) COMPUTER]
FOR IMMEDIATE RELEASE
Media Contact: Emory Epperson
(714) 727-7958
Analyst Contact: Misty Ohmart
(714) 727-7728
AST RESEARCH ANNOUNCES RESIGNATION OF SENIOR OFFICERS;
OPERATIONS REORGANIZATION; LOWER Q1 PERFORMANCE
IRVINE, Calif., Sept. 11, 1995 -- AST Research Inc. (ASTA--NASDAQ) today
announced significant changes to its operations with the resignation of three
senior executives, the addition of a senior vice president and a reorganization
of the company's product development and marketing operations. AST also
announced anticipated lower performance for the current quarter.
Effective immediately, Jim Schraith, president, chief operating officer
and a board member; Jim Wittry, senior vice president, Americas, and an officer;
and Scott Smith, vice president and general manager, desktop products, and an
officer; have resigned from the company. Gerald T. Devlin has rejoined the
company as senior vice president, Americas, and a corporate officer. Safi
Qureshey, chairman and chief executive officer and Bruce Edwards, executive vice
president and chief financial officer, will share AST's presidential duties as
the company searches for a new senior executive.
AST also announced that it anticipates lower year-over-year performance
for the first quarter of fiscal year 1996. Revenues are expected to be flat or
slightly below levels recorded for the first quarter of fiscal year 1995 and the
company anticipates posting a net loss significantly higher than the $40 million
loss recorded during the prior year period. Changes to the company's internal
operations may also result in additional charges recorded during the first
fiscal quarter, further augmenting the currently expected net loss.
--more--
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AST ANNOUNCES REORGANIZATION; LOWER Q1 PERFORMANCE
2-2-2
"In the current quarter, AST continued to experience disappointing
performance in the United States marketplace, coupled with traditional
seasonal softness in the European market which was further impacted by recent
industry pricing actions," said Qureshey. "It became necessary to make
immediate changes to hasten the company's recovery. Each of the former
executives worked through a time of significant challenge and we thank them
for their efforts. However, we must look forward in our goal to get back on
track and return to a market share growth position."
"AST has given me several great opportunities for personal and
professional growth over the past eight years," said Schraith. "I have been
proud to play a key role in helping AST grow into a top-ten worldwide PC
manufacturer. However, I feel now is the time to move on to pursue other
opportunities as the company embarks on its strategic relationship with
Samsung."
AST's reorganization of corporate operations combines engineering,
product development and product line marketing for the company's desktop,
mobile and server products under one senior executive. In addition, the
company moved corporate marketing under a separate vice president. Effective
immediately, changes to the new organization include:
. Chet Pribonic, formerly vice president and general manager, mobile products,
has been named as vice president, products division;
. Larry Fortmuller, formerly vice president and general manager, server
products, is now vice president, corporate marketing.
"AST has reorganized its business model to allow increased emphasis on
engineering and product development, sales and marketing efforts," said
Qureshey. "We have streamlined the structure of our server, desktop and
mobile business units to leverage talent, research and development and other
resources across all product lines. Our new corporate marketing organization
is designed to drive sales by enhancing the company's brand awareness."
--more--
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AST ANNOUNCES REORGANIZATION; LOWER Q1 PERFORMANCE
3-3-3
AST will continue working with Samsung in pursuing the benefits of the
recently-completed $377.5 million strategic investment in AST, which resulted
in Samsung owning approximately 40 percent of outstanding AST shares. The
agreement involves strategic relationships that include expanded and improved
supplies of components used in PC manufacturing, joint product development,
OEM arrangements and cross-licensing of patents. The company also has
retained The Boston Consulting Group to quickly develop strategies to
strengthen AST's competitive position and make specific recommendations to
help get AST back on track.
In rejoining AST as senior vice president, Americas, Gerald Devlin is
responsible for overseeing sales and service functions throughout the United
States, Canada and Latin America. Devlin previously served as vice president,
sales and service, Americas, from January 1993 to June, 1994. Most recently,
he served at Xerox Corp. as vice president, worldwide sales.
"We are excited to have Jerry return to AST," said Qureshey. "During his
former tenure, revenue increased substantially, with strong representation in
the VAR and consumer channel. Jerry's commitment to the reseller channel and
customer satisfaction, along with intense awareness of costs and
deliverability, is a highly-motivating combination of strengths. In addition,
he already knows our operations and will quickly come up to speed in our quest
to move forward."
CORPORATE BACKGROUND
AST Research Inc., a member of the Fortune 500 list of America's largest
industrial and service companies, is one of the world's leading personal
computer manufacturers. The $2.468 billion company develops a broad spectrum
of desktop, mobile and server PC products that are sold in more than 100
countries worldwide. AST systems meet a wide range of customer needs, ranging
from corporate business applications to advanced home and home office use.
Corporate headquarters is located at 16215 Alton Parkway, P.O. Box 57005,
Irvine, Calif. 92619-7005. Telephone (714) 727-4141 or (800) 876-4278. Fax:
(714) 727-9355.
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