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UNITED STATES
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) March 9, 1999
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STM WIRELESS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 000-19923 95-3758983
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No)
One Mauchly, Irvine, California 92618
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 753-7864
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Not Applicable
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(Former name or former address, if changed since last report)
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STM Wireless, Inc.
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ITEMS 1 THROUGH 4 AND 6 THROUGH 8 NOT APPLICABLE.
ITEM 5 OTHER EVENTS.
Reference is made to the press release issued to the public by the
registrant on March 12, 1999, the text of which is attached hereto
as Exhibit 99.1 for a description of the events reported pursuant to
this Form 8-K.
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 thereunto duly authorized.
STM WIRELESS, INC.
Date: March 15, 1999 By: /s/ JOSEPH J. WALLACE
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Joseph J. Wallace
Vice President, Finance and Chief
Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
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99.1 Press Release dated March 12, 1999
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EXHIBIT 99.1
STM Wireless, Inc.
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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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STM Wireless, Inc.
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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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STM Wireless, Inc.
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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.
