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SEC FILE NUMBER
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CUSIP NUMBER
784776 10 6
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [_] Form 20-F [_] Form 11-K
[_] Form 10-Q [_] Form N-SAR
For Period Ended: DECEMBER 31, 1998
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I--REGISTRANT INFORMATION
STM WIRELESS, INC.
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Full Name of Registrant
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Former Name if Applicable
1 Mauchly
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Address of Principal Executive Office (Street and Number)
Irvine, California 92718
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City, State and Zip Code
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PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached, if applicable.
PART III--NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
(See Attached Summary)
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Joseph J. Wallace 949 753-7864
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13
or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
If the answer is no, identify report(s).
[X] Yes [_] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to
be included in the subject report or portion thereof?
[X] Yes [_] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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STM WIRELESS, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 31, 1999 By /s/ Joseph J. Wallace
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Joseph J. Wallace
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INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
FORM 12b-25
STM WIRELESS, INC.
(SUPPLEMENT)
PART III -- NARRATIVE SUMMARY
The Annual Report on Form 10-K for the year ended December 31, 1998 could
not be filed within the prescribed time period because the Company was unable,
without unreasonable effort or expense, to finalize its yearly financial data.
Reference is made to the Company's release filed on Form 8-K on March 15,
1999, in which the Company provided preliminary results for the year ended
December 31, 1998. A copy of such release is attached hereto.
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For Further Information, Contact:
Investor Relations:
Lippert/Heilshorn & Associates
Keith Lippert
(212) 838-3777
Kris Otridge
(415) 433-3777
Marketing Communications:
STM Network Systems
Bettina Barry
(770) 623-6363
Web Site: www.stmi.com
STM WIRELESS, INC. ANNOUNCES PRELIMINARY FOURTH QUARTER AND
TWELVE-MONTH RESULTS
IRVINE, CALIFORNIA, March 11, 1999 - STM WIRELESS, INC. (STM), (NASDAQ NM
Symbol: STMI) today announced preliminary results for the quarter and year-ended
December 31, 1998. The Company announced that it anticipates that revenue for
the fourth quarter will be approximately $10.3 million and that the Company will
incur a net loss in the range of approximately $10.5 million to $11.5 million or
$1.48 to $1.63 per share. The net loss for the quarter includes approximately
$6.0 million of non-cash charges associated primarily with taxes and inventory
reserves. For the year, the Company estimates that revenue will be
approximately $40.6 million and the net losses will be between approximately
$10.1 million to $11.1 million, or $1.43 to $1.57 per share. The Company noted
that the year end audit has not been completed and the above results are,
therefore, preliminary and subject to change. The results for the fourth quarter
were significantly impacted by the continuing weakness in the developing regions
of Asia and Latin America that historically have comprised a large segment of
the Company's market base.
In addition, the Company announced that results in the first quarter ending
March 31, 1999 are expected to be significantly below expectations, with further
losses due to continuing weakness in the overseas markets where economic
uncertainty is impairing the purchase cycle for STM's rural telephony products.
Results for the first quarter are also expected to be adversely impacted by
expected reserves for the currency devaluation in Brazil and anticipated charges
resulting from the planned restructuring noted below.
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Addressing the expected results described above, the Company today
announced it intends to implement a restructuring of its organization. As part
of this restructuring, the Company announced that it would reduce its workforce
and take other actions to reduce operating expenses to a level that is
commensurate with expected revenues. In addition, STM announced that Jack
Acker, the President of STM Network Systems Division, has resigned effective
immediately from his operating post and from the Company's Board of Directors.
STM Wireless, Inc., headquartered in Irvine, California (Web Site:
www.stmi.com), is an international provider of communication solutions for rural
telephony applications and satellite data networks with equipment installed in
over 90 countries. The Company operates as two independent, but complementary
businesses: STM Network Systems (STM-NS), which supplies satellite network
systems worldwide and Direc-to-Phone International, Inc. (DTPI) (Web Site:
www.directophone.com), a majority-owned subsidiary, which is a leading provider
of fixed-station telephony services in countries and regions with low telephone
density. DTPI uses products manufactured by STM-NS to enter into long-term
agreements with local partners to provide satellite communications services.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
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1995:
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The operating results for the fourth quarter and the twelve months ended
December 31, 1998 are preliminary and are subject to change depending upon
finalization of the audit. This release contains forward looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, in
Section 21E of the Securities Exchange Act of 1934, as amended, which involve
risks and uncertainties that may cause actual future results or results
different materially and adversely from those described in the forward looking
statements. For example, there can be no assurance that projected cash savings
from the restructuring will be achieved or that the Company will be able to
generate sufficient revenue to maintain liquidity. Additional important factors
that may cause a difference between projected and actual results for the Company
include, but are not limited to, future capital requirements, the long-term
cycle involved in completing major contracts, particularly in foreign markets,
political and economic risks involved in foreign markets and foreign currencies,
increasing competitive pressures, and general economic conditions, technological
advances, the timing of new product introductions, and the timing of operating
and other expenditures, and other factors discussed in the Company's
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filings from time to time with the Securities Exchange Commission, including but
not limited to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 and the Form 10-Q's for the first three quarters of fiscal
1998. The Company disclaims any obligation to revise or update any forward
looking statement that may be made from time to time by it or on its behalf.
