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 April 29, 1998
earliest event reported)
SSE TELECOM, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-10965 52-1466297
(State of or other (Commission File (I.R.S.Employer
jurisdiction of Number) Identification No.)
incorporation)
Suite 710, 8230 Leesburg Pike
Vienna, Virginia 22182
(Address of principal executive offices)
Registrant's telephone number: (703) 442-4503
Page 1 of 6
Exhibit index on page 3
ITEM 5. OTHER EVENTS.
Registrant is filing this form 8-K solely for the purpose of
disclosing the effect of the adoption of FAS 128, "Earnings per
Share", on its Annual Report on Form 10-K for the fiscal year
ended September 27, 1997 (the 1997 Form 10-K) and the related
restatement of earnings per share thereon, so that such
information may be incorporated by reference into future filings.
Restatement of selected financial data is for the fiscal quarters
in each of the years ended September 27, 1997 and September 28,
1996 and the five years ended September 27, 1997 and related
disclosures as prescribed by FAS 128 for the three years ended
September 27, 1997.
Restatement of selected financial data as relates to the
adoption of FAS 128 "Earnings per Share" is attached hereto as
Exhibit 99.1.
On April 27, 1998 the Company announced the consolidated
statement of operations for the three and six months ended March
28, 1998 and the consolidated balance sheets as of March 28,
1998.
As of March 28, 1998 the Company is not in compliance with
one of its bank covenants on operations profitability.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
( c ) Exhibits
99.1 Restatement of selected data as relates to the
adoption of FAS 128, "Earnings per Share".
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant had duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
Date: April 29, 1998 SSE TELECOM, INC.
By: /s/ Russ D. Kinsch
Russ D. Kinsch
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- ---------------------------------------
99.1 Restatement of selected data as relates to the adoption of
FAS 128, "Earnings per Share".
Page 3 of 6
Exhibit 99.1
In 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings per Share" (FAS 128). FAS 128
replaced the calculation of primary and fully diluted net income
(loss) per share with basic and diluted net income (loss) per
share. Unlike primary net income (loss) per share , basic net
income (loss) per share excludes any dilutive effects of options,
warrants and convertible securities. Diluted net income (loss)
per share is very similar to the previously reported fully
diluted net income (loss) per share.
<TABLE>
<CAPTION>
Exhibit
99.1
Quarterly Financial Information
Dec. 28, Mar. 29, Jun.28, Sep. 27,
1996 1997 1997 1997
<S> <C> <C> <C> <C>
Net income(loss)
per share as
previously reported $ 0.30 $(0.07) $(0.67) $ 0.12
Net income(loss)per
share;restated,
Basic:
Net income (loss)
per share $ 0.30 $(0.07) $(0.67) $ 0.12
Diluted:
Net income (loss)
per share $ 0.29 $(0.07) $(0.67) $ 0.12
Dec. Mar. Jun. Sep.
30, 30, 29, 28,
1995 1996 1996 1996
<S> <C> <C> <C> <C>
Net income(loss)per
share as previously
reported $0.09 $(0.20) $(0.09) $0.22
Basic:
Net income (loss)
per share $0.09 $(0.20) $(0.09) $0.22
Diluted:
Net income (loss)
per share $0.09 $(0.20) $(0.09) $0.21
</TABLE>
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<TABLE>
Fiscal Year Information Fiscal Years Ended
Sep. 27, Sep. 28, Sep. 30, Oct. 1, Sep.25,
1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Net income (loss)per
share as previoulsly
reported $(0.32) $0.02 $0.20 $0.40 $0.37
Net income (loss)per
share;restated,
Basic:
Net income (loss)per
share $(0.32) $0.02 $0.20 $0.42 $0.42
Diluted:
Net imcome (loss)per
share $(0.32) $0.02 $0.20 $0.40 $0.37
</TABLE>
FAS 128 Disclosure
The calculation of Basic and Diluted earnings per share for
the three years ended September 27, 1997, September 28, 1996, and
September 30, 1995, is as follows (in thousands, except per share
amounts).
<TABLE>
Sep. 27, Sep. 28, Sep. 30,
1997 1996 1995
<S> <C> <C> <C>
Net(loss)income $(1,890) $131 $1,099
Interest on 6 1/2% subordinated
debentures, net of income tax
effect -- -- --
Net(loss),as adjusted $(1,890 $131 $1,099
Weighted-average common
shares - Basic 5,820 5,368 5,370
Dilutive common stock options
and warrants -- 227 217
Shares issusable from assumed
exercise of conversion of 61/2%
convertible subordinated debentures -- -- --
Adjusted weighted-average common
shares and assumed conversions
- - Diluted 5,820 5,595 5,587
Earnings per share - Basic;
Net (loss) income per common share $(0.32) $0.02 $0.20
Earningss per share - Diluted;
Net (loss) income per common share $(0.32) $0.02 $0.20
</TABLE> Page 5 of 6
In fiscal year 1997, 1996, and 1995, options and warrants
outstanding and the conversion effect of convertible debentures
would have been antidilutive, therefore Basic and Dilutive
earnings are the same. The effect of convertible debentures,
issued in March and September 1994, is excluded from income and
adjusted weighted-average common shares, for the following
periods, because it would have been antidilutive. The following
amounts related to convertible debentures and common stock
options and warrants have been excluded.
(in thousands)
<TABLE>
Quarterly Financial Information
Mar. 29, Jun. 28,
1997 1997
<S> <C> <C>
Income, net of tax $ 39 $ 43
Potentially dilutive shares 384 352
Dec. 30, Mar. 30, Jun. 29,
1995 1996 1996
<S> <C> <C> <C>
Income, net of tax $ 96 $ 98 $ 102
Potentially dilutive shares 729 977 1,056
Fiscal Year Information
Sep. 27, Sep. 28, Sep. 30,
1997 1996 1995
<S> <C> <C> <C>
Income, net of tax $ 168 $ 379 $ 265
Potentially dilutive shares 370 709 729
</TABLE>
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