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)
JUNE 7, 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.)
ITEM 5. OTHER EVENTS
On June 7, 1995, the Company announced that it has set June 30, 1995 as the date
for its special stockholder meeting to vote on the previously announced $377.5
million strategic investment in AST by Samsung Electronics Co., Ltd. The
Company also announced that it has restated its historical financial results for
the fiscal year ended July 2, 1994 and subsequent quarterly periods in
connection with the SEC's review of AST's proxy materials for the special
stockholder meeting. A copy of the press release is attached as Exhibit 99 to
this Report, and is incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit Sequential
Number Description Page No.
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99 Press release issued by the Registrant on June 7, 1995,
announcing the special stockholder meeting date and the 3-6
restatement of the Company's fiscal 1994 financial statements
and subsequent fiscal 1995 quarterly financial statements.
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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.
_______________________________________
(Registrant)
By BRUCE C. EDWARDS
Bruce C. Edwards
Executive Vice President
and Chief Financial Officer
Date: June 7, 1995
FOR IMMEDIATE RELEASE
Media Contact: Emory Epperson
(714) 727-7958
Analyst Contact: Misty Ohmart
(714) 727-7728
AST SETS SHAREHOLDER MEETING DATE
TO APPROVE SAMSUNG TRANSACTION;
RESTATES FISCAL 1994 FINANCIAL STATEMENTS
IRVINE, Calif., June 7, 1995 -- AST Research (ASTA-NASDAQ) today announced it
has set June 30, 1995 as the date for its special meeting of stockholders to
vote on the previously announced $377.5 million strategic investment in AST by
Samsung Electronics Co., Ltd. The record date for determining stockholders of
record entitled to vote at the meeting is May 10, 1995. The proposed
transaction is subject to approval of AST's stockholders at the special meeting
and to certain approvals by the Korean government. All U.S. government
approvals have been obtained.
AST also announced it has filed documents with the SEC today to restate the
company's historical financial results for fiscal year 1994, ended July 2, 1994,
and subsequent quarterly periods. AST's restated financial statements reflect a
change in the accounting for the acquisition of the PC manufacturing operations
of Tandy Corporation. The restatement reflects a $33.6 million charge to cost
of sales during the fourth quarter of fiscal year 1994 rather than an increase
to goodwill as previously reported. The restatement is a non-cash adjustment
that does not adversely impact AST's cash flows or working capital.
The principal effect of the restatement will reduce AST's net income in the
fourth quarter of fiscal year 1994 from a net income of $14.1 million to a net
loss of $8.1 million. It also will increase pre-tax income in the first, second
and third quarters of fiscal year 1995, as well as subsequent periods, by
approximately $900,000 per quarter ($3.6 million per year) due to the reduction
in amortization associated with the lower amount of goodwill. In addition,
AST's total assets and shareholders' equity in the fourth quarter of fiscal year
1994 are reduced by $32.7 million and $22.2 million, respectively; however,
there is no decrease in tangible net worth. AST also will be applying for a
refund of income taxes previously paid as a result of the reduction in fiscal
1994 net income.
As previously recorded, the Tandy acquisition was accounted for as a
purchase, and accordingly, the cost of such acquisition was allocated to the
assets and liabilities acquired based on their fair market value on the date of
the acquisition. Included in the assets acquired was inventory relating to the
GRiD pen-based product line. AST ultimately determined that the realizable
value of the pen-based products inventory was significantly lower than that
established in the preliminary valuation, and as part of its final purchase
price allocation during the fourth quarter of fiscal year 1994, reallocated
approximately $33.6 million of the purchase price from inventory to goodwill.
AST was amortizing this goodwill over a 10-year period.
The restatement occurred following discussions with the SEC in connection
with the SEC's review of AST's proxy materials for the special stockholder
meeting. "The Samsung transaction is of critical importance to the company and
its shareholders," said Bruce Edwards, executive vice president and chief
financial officer. "The restatement allows the company to mail its proxy
materials and hold the special meeting to consider the transaction in a timely
manner."
AST also filed with the SEC today an amendment to its agreement with
Samsung which will result in the issuance of additional shares of AST common
stock (and in certain cases, preferred stock of AST) to Samsung if AST incurs
uninsured or unreimbursed losses in excess of a certain threshold from any
litigation based upon or arising out of the restatement. AST and Samsung also
have amended their existing agreements to extend the period of time to July 31,
1995 to complete the investment and Samsung waived any breach of the agreements
that may have been caused by the restatement.
Attached is selected financial data relating to the statement of operations
and balance sheet data from fiscal year 1994 and the quarter ended July 2, 1994,
as previously reported, together with such data as restated.
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 $2.367 billion company develops PC products ranging
from portable systems to superservers sold in more than 100 countries worldwide.
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.
# # #
AS REPORTED AND AS RESTATED FINANCIAL DATA
Quarter Ended
Fiscal 1994 July 2, 1994
AS REPORTED:
Statement of Income Data
Total revenue $2,367,274 $584,505
Total operating costs and expenses 2,280,593 566,790
Income tax expense 25,503 5,216
Net income $ 53,501 $ 14,122
Net income per share, fully diluted $ 1.59 $ .41
Balance Sheet Data
Cash and cash equivalents $ 153,118
Inventories 333,729
Goodwill 61,912
Total assets 1,038,312
Total shareholders' equity 383,954
AS RESTATED:
Statement of Income Data
Total revenue $2,367,274 $584,505
Total operating costs and expenses 2,313,285 599,482
Income tax expense (benefit) 15,003 (5,284)
Net income (loss) $ 31,309 $ (8,070)
Net income (loss) per share, fully diluted $ .95 $ (.25)
Balance Sheet Data
Cash and cash equivalents $ 153,118
Inventories 333,729
Goodwill 29,220
Total assets $1,005,620
Total shareholders' equity 361,762
