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) September 15, 1999
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GLENAYRE TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-15761 98-0085742
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5935 Carnegie Boulevard, Charlotte, North Carolina 28209
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 553-0038
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Not applicable
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(Former name or former address, if changed since last report.)
Page 1 of 7 Pages
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ITEM 5. OTHER EVENTS.
The Registrant announced on September 15, 1999 that its previously
announced corporate strategic and organizational restructuring and manufacturing
consolidation plan (the "Plan") would result in an approximate $11 million to
$13 million charge to earnings during the third quarter of 1999. The
Registrant's News Release dated September 15, 1999 is filed herewith as Exhibit
99.1 to this Report and the Registrant's News Release dated September 7, 1999
which describes the Plan, is filed herewith as Exhibit 99.2 to this Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Registrant's News Release dated September 15, 1999.
99.2 Registrant's News Release dated September 7, 1999.
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.
GLENAYRE TECHNOLOGIES, INC.
By s/Billy C. Layton
-------------------------
Billy C. Layton
Vice President
Dated: September 20, 1999
Page 2 of 7 Pages
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
FORM 8-K
CURRENT REPORT
Date of Report Commission File Number
September 15, 1999 0-15761
GLENAYRE TECHNOLOGIES, INC.
EXHIBIT INDEX
Exhibit No. Exhibit Description
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99.1 Glenayre Technologies, Inc. News Release dated September 15, 1999
99.2 Glenayre Technologies, Inc. News Release dated September 7, 1999
Page 3 of 7 Pages
EXHIBIT 99.1
[LOGO]GLENAYRE CORPORATE HEADQUARTERS
5935 Carnegie Boulevard
Charlotte, NC 28209 USA
tel 704 553 0038
www.glenayre.com
NEWS RELEASE
Contact: Janet Cavalier, Investor Relations
704 553 0038
GLENAYRE TECHNOLOGIES ANNOUNCES RESTRUCTURING IMPACT
FORECASTED 2000 OPERATING COSTS REDUCED BY APPROXIMATELY $20 MILLION
CHARLOTTE, N.C., Sept. 15, 1999 --Glenayre Technologies Inc. (Nasdaq: GEMS)
today released further details on the company's restructuring, part of President
and Chief Executive Officer Eric Doggett's previously announced corporate
strategic and organizational restructuring plan. Reflecting the efficiencies of
its recently announced organizational structure and manufacturing consolidation
plan, the company announced today that it will eliminate approximately 20% or a
net of about 330 positions worldwide over the next two quarters. The
restructuring will result in an approximate $11 million to $13 million charge to
earnings during the third quarter of 1999.
The reduction impacts all functional areas within the company, but the majority
of the positions to be eliminated, about 200, are associated with Glenayre's
Vancouver manufacturing operations. Retaining over 360 of its 650 employees, the
company's Vancouver location will maintain a strategically important research
and development team, along with certain customer service, product management,
marketing, project management and support functions. The Vancouver manufacturing
function will be consolidated into Glenayre's Illinois manufacturing operations
in Quincy as announced earlier this month. The Quincy location will add 60 to
100 manufacturing positions depending on the transferred load. The majority of
the remaining reductions are related to selling, general and administrative
functions.
Commenting on the changes, Doggett stated, "After exhaustive analysis and many
difficult decisions, we've determined that consolidation and focus is the most
appropriate path for a sustainable business foundation. These changes should
allow us to reduce our projected 2000 operating costs by approximately $20
million on an annualized basis.
Doggett continued, "Over the last 3 months we have re-evaluated our markets,
products and business fundamentals. As reported with our second quarter results,
we took the bold actions required to reinvigorate investor confidence in our
balance sheet. The announcements over the last week reflect similarly bold
actions to align our corporate organizational and cost structures with the
business model of the new Glenayre. As I outlined earlier this quarter, the next
step of our corporate reinvention plan includes the repositioning of our
company. This will continue to unfold over the next quarter as Glenayre's
tradition of Communication Innovations(TM) focuses on delivering network
operators and consumers Solutions for an @ctive World(TM). Our customers and
shareholders should expect nothing short of bold actions."
Page 4 of 7 Pages
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A media teleconference regarding Glenayre's restructuring announcement will be
held Wednesday, September 15, 1999, at 4:30 p.m. ET. To listen to the call, dial
(913) 981-5508. Replay of the call will be available by dialing (719) 457-0820
and providing code 780582.
For over 30 years, Glenayre Technologies Inc. has been developing and providing
leading edge personal telecommunication systems, including products for paging
and cellular networks. Additional information about Glenayre is available on the
company's Web site at: http://www.glenayre.com.
THIS NEWS RELEASE CONTAINS STATEMENTS THAT MAY BE FORWARD LOOKING WITHIN THE
MEANING OF APPLICABLE SECURITIES LAWS. THE STATEMENTS MAY INCLUDE PROJECTIONS
REGARDING FUTURE EARNINGS RESULTS, AND ARE BASED UPON THE COMPANY'S CURRENT
EXPECTATIONS AND ASSUMPTIONS, WHICH ARE SUBJECT TO A NUMBER OF RISKS AND
UNCERTAINTIES. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER ARE DISCUSSED
IN THE COMPANY'S MOST RECENTLY FILED FORM 10-Q. THESE FACTORS MAY INCLUDE:
POTENTIAL MARKET CHANGES RESULTING FROM RAPID TECHNOLOGICAL ADVANCES; ACCEPTANCE
OF TWO-WAY PAGING PRODUCTS; COMPETITION; VARIABILITY OF QUARTERLY RESULTS;
VOLATILITY OF THE COMPANY'S STOCK PRICE; LIMITS ON PROTECTION OF PROPRIETARY
TECHNOLOGIES; POTENTIAL CHANGES IN GOVERNMENT REGULATION; FINANCING CUSTOMER
PURCHASES FOR DEVELOPMENT OF THE TWO-WAY COMMUNICATIONS MARKET; AND
INTERNATIONAL BUSINESS RISKS.
# # #
Communications Innovations and Solutions for an @ctive World are trademarks of
Glenayre
Page 5 of 7 Pages
EXHIBIT 99.2
[LOGO]GLENAYRE CORPORATE HEADQUARTERS
5935 Carnegie Boulevard
Charlotte, NC 28209 USA
tel 704 553 0038
www.glenayre.com
News Release
Contact: Mark Smalley, VP - Investor Relations
704 553 0038
[email protected]
GLENAYRE TO UNIFY AND LEVERAGE DIVERSE TELECOMMUNICATIONS NETWORK AND CONSUMER
PRODUCTS EXPERTISE
CHARLOTTE, N.C., Sept. 7, 1999 -- Eric Doggett, recently appointed president and
CEO of Glenayre Technologies Inc. (Nasdaq: GEMS) announced Friday his initial
corporate strategic and organizational restructuring plans. Doggett's plans
include the integration of the divisional structures of Glenayre's Wireless
Messaging, Wireless Access and Integrated Network Groups. The consolidation will
facilitate the development of communications solutions across applications and
network technologies.
The company also announced that it would gradually transition all manufacturing
to its Illinois facility to lower production costs. The detailed restructure
planning and associated charges are expected to be announced with this quarter's
results.
Doggett stated, "Our new mission going forward is to provide `Solutions for an
@ctive World(TM)'. Our goal is to offer carriers of all network technologies
complete end-to-end consumer messaging solutions. Our new structure will better
enable us to leverage our strengths in wireless data, unified messaging,
data-centric devices and partnering to achieve this goal. It will also allow us
to do this much more cost effectively."
Under the company's restructuring, Glenayre's three operating units have been
consolidated into the following groups: products, worldwide sales, operations
and a consumer products strategic business unit. Warren Neuburger, executive
vice president - products, previously the head of the Integrated Networks Group,
will manage the consolidated product management, engineering and customer
service functions. Bill Edwards, who previously managed the Integrated Networks
Group sales, has been appointed as senior vice president - worldwide sales. John
Rottenburg, senior vice president - operations, is responsible for manufacturing
and logistics.
Gary Hermansen, previously head of the Wireless Access Group, has been appointed
senior vice president/general manager of the consumer products business unit.
Additionally, Stan Ciepcielinski, previously chief operating officer, has been
re-appointed as chief financial officer.
"Coincident with this reorganization, we have implemented major changes in our
processes for allocating and managing spending and strategies in selling,
general and administrative, and research and development. This will provide a
much tighter focus on business results and accountability throughout the
organization, while ensuring strategy consistency in both our business and
products. We also expect that this new structure will enable us to significantly
reduce selling, general and administrative expenses over the next year."
- More -
Page 6 of 7 Pages
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For over 30 years, Glenayre has been developing and providing leading edge
personal telecommunication systems, including products for paging, digital,
mobile and fixed networks. Glenayre has approximately 2,000 employees, and has
products installed in 100 countries. Additional information about the company is
available at www.glenayre.com.
THIS NEWS RELEASE CONTAINS STATEMENTS THAT MAY BE FORWARD LOOKING WITHIN THE
MEANING OF APPLICABLE SECURITIES LAWS. THE STATEMENTS MAY INCLUDE PROJECTIONS
REGARDING FUTURE EARNINGS RESULTS, AND ARE BASED UPON THE COMPANY'S CURRENT
EXPECTATIONS AND ASSUMPTIONS, WHICH ARE SUBJECT TO A NUMBER OF RISKS AND
UNCERTAINTIES. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER ARE DISCUSSED
IN THE COMPANY'S MOST RECENTLY FILED FORM 10-Q. THESE FACTORS MAY INCLUDE:
POTENTIAL MARKET CHANGES RESULTING FROM RAPID TECHNOLOGICAL ADVANCES; ACCEPTANCE
OF TWO-WAY PAGING PRODUCTS; COMPETITION; VARIABILITY OF QUARTERLY RESULTS;
VOLATILITY OF THE COMPANY'S STOCK PRICE; LIMITS ON PROTECTION OF PROPRIETARY
TECHNOLOGIES; POTENTIAL CHANGES IN GOVERNMENT REGULATION; FINANCING CUSTOMER
PURCHASES FOR DEVELOPMENT OF THE TWO-WAY COMMUNICATIONS MARKET; AND
INTERNATIONAL BUSINESS RISKS.
# # #
PAGE 7 OF 7 PAGES
