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): July 8, 1996
GILBERT ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-12588 23-2280922
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organizational) File Number) Identification No.)
P. O. BOX 1498, READING, PENNSYLVANIA 19603
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 856-5500
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Item 5. Other Events.
In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, Gilbert Associates, Inc. (the
"Company") is hereby filing cautionary statements identifying important
factors that could cause the Company's actual results to differ materially
from those reflected in forward looking statements of the Company made by, or
on behalf of, the Company.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Exhibits.
99 Cautionary Statements for the Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act of 1995.
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 thereunto duly authorized.
GILBERT ASSOCIATES, INC.
Date: July 8, 1996
/s/Paul H. Synder
Paul H. Snyder
Vice President and
Chief Financial Officer
<PAGE>
Exhibit 99
Cautionary Statements for the Purposes
of the "Safe Harbor" Provisions of the Private Securities
Litigation Reform Act of 1995
Gilbert Associates, Inc. (the "Company") desires to take advantage of
the new "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995 (the "Reform Act") and is filing this Form 8-K in order to do so.
Information provided by the Company from time to time may contain certain
"forward looking" information, as that term is defined in the Reform Act and
in releases made by the Securities and Exchange Commission (the "SEC"). The
following cautionary statements are being made pursuant to the provisions of
the Reform Act. The Company cautions investors that any forward-looking
statements made by the Company are only predictions and involve certain risks
and uncertainties, and are not guarantees of future performance. In addition
to the effect of general economic conditions, the impact of competitive
products, services and pricing, and demand and market acceptance risks of
current and new products and services, potential risks and uncertainties that
the Company believes could cause actual financial results of the Company to
differ materially from those in the forward-looking statements include, but
are not limited to, the following:
General
(a) The Company has determined to focus its efforts principally on its
Telecommunications segment and is currently exploring strategic options for
its Technical Services and Real Estate segments. This focus may adversely
impact the Technical Services and Real Estate segments during the period in
which the Company explores these options and there can be no assurance that
any such options will be successfully identified or implemented. If the
Company succeeds in its focus, the Company's growth and future financial
performance will depend exclusively on the performance of the Company's
Telecommunications segment, the growth and economic stability of the
Telecommunications market and the Company's ability to compete successfully in
this market.
(b) Changes in environmental laws applicable to the Company's
businesses and facilities may increase costs of doing business, including
increased permitting, construction and administrative costs.
(c) Damage to the Company's facilities or equipment that cannot be
quickly rebuilt or replaced could prevent the Company from manufacturing its
products.
(d) Changes in the amount, type and cost of the financing which is
currently available to the Company could have a material adverse effect on the
financial results and operations of the Company.
(e) The Company depends on the continuing services of its current
management. The loss or retirement of its key executives could have a
material adverse effect on the financial results and operations of the Company
if suitable replacements could not be retained. The Company anticipates that
as its operations increase in size and scope, additional qualified personnel
will be required. There is no assurance that the Company will be successful
in attracting and retaining such qualified employees.
(f) The costs and other effects of legal and administrative cases and
proceedings (whether civil or criminal), claims, settlements and
investigations could have a material adverse effect on the Company's financial
results and operations.
Telecommunications Segment
(a) Greater than anticipated costs and delays in connection with the
development, introduction and market acceptance of the Company's
telecommunications products could adversely impact the Company's financial
results and operations.
(b) Delays or other difficulties in the development or introduction of
telecommunications products by certain of the Company's customers could
negatively impact or delay the shipment by the Company of products associated
with such programs.
(c) A portion of the Company's Telecommunications segment revenue is
from sales of products outside the United States. The Company's financial
results could be adversely affected by such factors as changes in foreign
currency exchange rates, trade protection measures, policies with respect to
currency and fiscal controls, longer accounts receivable collection patterns,
changes in regional worldwide economic or political conditions, import and
other charges or taxes, unstable governments and legal systems,
nationalizations and intergovernmental disputes.
(d) Increased competition for the Company's telecommunications products
in the United States and abroad, including intensification of price
competition, advances in technology, the entry of new competitors and the
introduction of new products by new and existing competitors, could result in
lower selling prices of the Company's products.
(e) The lead times for the purchase of the components utilized in the
production of the Company's telecommunications products could increase,
resulting in a loss or delay of orders.
(f) Increased costs for certain components utilized in the production
of the Company's telecommunications products could adversely impact the
Company's financial results.
(g) The effect of changing government regulation of the
telecommunications market, such as the Telecommunications Act of 1996, on the
Company or its customers is uncertain. Any increased competition or operating
costs incurred by the Company or its customers as a result of such changing
regulation could have a material adverse effect on the Company's financial
results and operations.
Technical Services Segment
(a) Certain of the Company's contracts are with the federal government
and are funded on an annual basis. The continuation of these contracts, which
periodically face funding constraints, is contingent upon approval of
continued funding. In the event that such funding is not approved, these
contracts are subject to cancellation.
(b) Work under certain of the Company's federal government contracts
are dependant upon tasks being issued under the contract by various
governmental agencies. To the extent that tasks are not issued under the
contract the maximum funding level available to the Company may not be
realized.
(c) Services performed for federal, state and local governments on an
out-sourced basis are subject to ongoing review regarding feasibility and
cost-effectiveness of external contractor and internal government performance.
In addition, the cost reimbursement portion of these contracts is subject to
government audit which may materially affect the Company's anticipated
reimbursement under these contracts.
(d) New government contracts may be delayed or otherwise adversely
impacted by third-party litigation or protests, which may delay such projects
and their associated revenue, and legislative action may negatively impact the
length of government contracts. For example, the closing of certain military
installations which contract with the Company for support services would
likely result in the cancellation of such contracts.
(e) Revenues from commercial pharmaceutical contracts may not be
recognized if clinical trials which the Company's Technical Services segment
is currently supporting are terminated because of adverse side effects, an
early determination that the compounds being evaluated are ineffective or
success of a competing drug in reaching commercialization. In addition,
difficulties in recruiting patients for the clinical trials could extend the
period of performance of such contracts without increasing overall revenue.
Real Estate Segment
(a) The investment returns available from equity investments in real
estate depend in large part on the amount of income earned and capital
appreciation generated by the related properties, as well as the expenses
incurred. If the properties of the Company do not generate revenue sufficient
to meet operating expenses, including debt service and capital expenditures,
the financial results and operations of the Company may be adversely affected.
In addition, income from properties and real estate values are affected by a
variety of other factors, such as governmental regulations and applicable laws
(including real estate, zoning and tax laws), interest rate levels and the
availability of financing.
(b) The loss of a large real estate tenant due to either financial
difficulties in such tenant's business or the economy in general could result
in lower than anticipated revenue.
(c) The increased cost of services provided by the Company in excess of
the anticipated inflation factors negotiated in the Company's leases with
tenants that are not recovered, such as increased real estate taxes,
utilities, facility maintenance, preventative maintenance and repairs,
infrastructure upgrades, unanticipated high cost repairs on major facility
operating equipment and management personnel costs, could adversely affect the
financial results of the Real Estate segment.
(d) Delay in completion of a tenant's premises due to factors such as
difficulties in obtaining necessary building materials, delays in receipt of
appropriate local and state construction and occupancy permits and
difficulties in contracting from the necessary craftsman to complete the
scheduled construction, could result in later than expected commencement of a
lease and an associated delay of lease revenue.
