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): MAY 24, 1999
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ALL AMERICAN SEMICONDUCTOR, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-16207 59-2814714
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(Commission File Number) (I.R.S. Employer
Identification No.)
16115 N.W. 52ND AVENUE, MIAMI, FLORIDA 33014
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 621-8282
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On May 24, 1999, All American Semiconductor, Inc. (the "Company")
announced that the Company's Board of Directors has authorized the repurchase of
up to $2 million in purchase price of the Company's common stock, $.01 par value
("Common Stock"). The stock repurchases may, at the discretion of the Company's
management, be made from time to time at prevailing prices in the open market or
through privately negotiated transactions. The Company's management will base
its decision on market conditions, the price of the Common Stock and other
factors. The Company intends to make such stock repurchases using available cash
flow from operations and/or available borrowings under its credit facility. Any
shares of Common Stock repurchased will be available for reissuance in
connection with the Company's Employees', Officers', Directors' Stock Option
Plan or for other corporate purposes. Notwithstanding the adoption of the stock
repurchase program, there can be no assurance that the Company will repurchase
any or all of the Common Stock contemplated to be repurchased under such program
or as to the timing thereof.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Exhibit Description
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99 Press release dated
May 24, 1999.
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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.
ALL AMERICAN SEMICONDUCTOR, INC.
Date: May 24, 1999 By: /s/ Howard L. Flanders
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Howard L. Flanders
Executive Vice President and
Chief Financial Officer
EXHIBIT 99
FOR IMMEDIATE RELEASE
ALL AMERICAN ANNOUNCES STOCK BUY BACK
Miami, FL - May 24, 1999 - All American Semiconductor, Inc. (The Nasdaq Stock
Market:SEMI), a leading national distributor of electronic components, today
announced that its board of directors has authorized the repurchase of up to $2
million in purchase price of the Company's common stock. The stock repurchases
may, at the discretion of the Company's management, be made from time to time at
prevailing prices in the open market or through privately negotiated
transactions. The Company's management will base its decision on market
conditions, the price of the Company's common stock and other factors. The
Company intends to make stock repurchases using available cash flow from
operations and/or available borrowings under its credit facility.
"This program reflects the board's confidence in our long-term prospects and our
belief that our stock is currently undervalued," said Bruce M. Goldberg,
President and Chief Executive Officer of All American.
All American is recognized as the nation's 6th largest distributor of
semiconductors and the 15th largest electronic components distributor overall.
The Company has offices in 32 strategic locations throughout North America.
To the extent that this press release discusses future performance,
expectations, beliefs or intentions, or otherwise makes statements about our
industry's or the Company's future, the statements are forward looking and are
subject to a number of risks and uncertainties that could cause actual results,
performance or achievements to differ materially from the statements made.
Factors that could adversely affect the Company's future results, performance or
achievements include, without limitation, the amount and timing of shipments of
previously booked customer orders, the effectiveness of the Company's business
and marketing strategies, timing of delivery of products from suppliers, price
increases from suppliers that cannot be passed on to the Company's customers at
the same rate, the product mix sold by the Company, the Company's development of
new customers, existing customer demand as well as the level of demand for
products of its customers, utilization by the Company of excess capacity,
availability of products from and the establishment and maintenance of
relationships with suppliers, price erosion in and price competition for
products sold by the Company, the ability of the Company to enter or expand new
market areas in a cost effective manner, the ability of the Company to expand
its product offerings and to continue to enhance its service capabilities and
the timing and cost thereof, the ability of the Company to open new branches in
a timely and cost-effective manner, the availability of acquisition
opportunities and the associated costs, management of growth and expenses, the
Company's ability to collect accounts receivable, price decreases on inventory
that is not price protected, gross profit margins, including decreasing margins
relating to the Company being required to have aggressive pricing programs,
increased competition from third party logistics companies and e-brokers through
the use of the Internet as well as from its traditional competitors,
availability and terms of financing to fund capital needs, the continued
enhancement of telecommunication, computer and information systems and the cost
thereof, the achievement by the Company and its vendors and customers and other
third parties with which the Company has a business relationship of Year 2000
compliance in a timely and cost efficient manner, the continued and anticipated
growth of the electronics industry and electronic components distribution
industry, the impact on certain of the Company's suppliers and customers of
economic or financial turbulence in off-shore economies and/or financial
markets, change in government tariffs or duties, currency fluctuations, a change
in interest rates, the state of the general economy, the success of the Company
in avoiding the delisting of its common stock from The Nasdaq Stock Market, the
success of the Company in buying back its common stock pursuant to its stock
repurchase program, and the other risks and factors detailed in the Company's
filings with the Securities and Exchange Commission (including reports on Forms
10-K and Forms 10-Q) and in its other press releases. These risks and
uncertainties are beyond the ability of the Company to control. In many cases,
the Company cannot predict the risks and uncertainties that could cause actual
results to differ materially from those indicated by the forward-looking
statements.
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CONTACT:
Bruce M. Goldberg, CEO
Howard L. Flanders, CFO
(305) 621-8282 x1417
