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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 8, 1998
READ-RITE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 0-19512 94-2770690
<S> <C> <C>
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
</TABLE>
345 LOS COCHES STREET, MILPITAS, CALIFORNIA 95035
(Address of principal executive officers) (Zip code)
(408) 262-6700
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Registrant is filing this Form 8-K solely for the purpose of disclosing the
effect of adoption of FAS 128, "Earnings per Share", on its Annual Report on
Form 10-K for the fiscal year ended September 30, 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 earnings (loss) per share information is for the selected
financial data for the quarterly financial data for each of the quarters in
the two fiscal years ended September 30, 1997; for the fiscal quarters ended
March 31, 1998 and December 31, 1997; for the five fiscal years ended September
30, 1997; and financial statement disclosures for the three fiscal years ended
September 30, 1997.
Restatement of selected data as it relates to the adoption of FAS 128, "Earnings
per Share" is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99.1 Restatement of selected data as relates to the adoption
of FAS 128, "Earnings per Share".
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 hereunto duly authorized.
Date: May 8, 1998 /s/ John T. Kurtzweil
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John T. Kurtzweil
Vice President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit # Description
99.1 Restatement of selected data as relates to the adoption of FAS
128, "Earnings per Share".
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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 earnings (loss) per share with basic and diluted earnings (loss)
per share. Unlike primary earnings (loss) per share, basic earnings (loss) per
share exclude any dilutive effects of options, warrants and convertible
securities. Diluted earnings (loss) per share is very similar to the previously
reported fully diluted earnings (loss) per share. The effect per share of
replacing primary earnings (loss) per share with basic earnings (loss) per share
was $0.05 in fiscal 1997, $0.00 in fiscal 1996 due to the net loss for the
fiscal year, and $0.09 in fiscal 1995.
Restatement of selected financial data is for the fiscal quarters in each of the
years ended September 30, 1997, September 30, 1996 and September 30, 1995 and
the five fiscal years ended September 30, 1997, and related disclosures as
prescribed by FAS 128, "Earnings per Share" for the three fiscal years ended
September 30, 1997.
QUARTERLY INFORMATION
The following information restates earnings (loss) per share amounts under Item
5 of the 1997 Form 10-K:
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<CAPTION>
QUARTERS ENDED
----------------------------------------------------------------------------------
SEPTEMBER 30, JUNE 30, MARCH 31, DECEMBER 31,
1997 1997 1997 1996
------------- -------- --------- ------------
<S> <C> <C> <C> <C>
EARNINGS PER SHARE AS PREVIOUSLY PRESENTED:
Primary earnings per share $ 0.32 $ 0.64 $ 0.48 $ 0.12
======= ======== ======== ========
EARNINGS PER SHARE RESTATED:
Basic earnings per share $ 0.33 $ 0.65 $ 0.50 $ 0.12
======= ======== ======== ========
Diluted earnings per share $ 0.32 $ 0.64 $ 0.48 $ 0.12
======= ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
QUARTERS ENDED
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SEPTEMBER 30, JUNE 30, MARCH 31, DECEMBER 31,
1996 1996 1996 1995
-------------- -------- --------- ------------
<S> <C> <C> <C> <C>
EARNINGS (LOSS) PER SHARE AS PREVIOUSLY
PRESENTED:
Primary earnings (loss) per share $ (1.37) $ (0.49) $ 0.03 $ 0.88
======== ======== ======== ========
EARNINGS (LOSS) PER SHARE RESTATED:
Basic earnings (loss) per share $ (1.37) $ (0.49) $ 0.03 $ 0.90
======== ======== ======== ========
Diluted earnings (loss) per share $ (1.37) $ (0.49) $ 0.03 $ 0.88
======== ======== ======== ========
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The following information presents the loss per share amounts for the fiscal
quarters ended March 31, 1998 and December 31, 1997:
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<CAPTION>
QUARTERS ENDED
--------------------------------
MARCH 31, DECEMBER 31,
1998 1997
-------- --------
<S> <C> <C>
LOSS PER SHARE:
Basic loss per share $ (1.29) $ (1.88)
======== ========
Diluted loss per share $ (1.29) $ (1.88)
======== ========
</TABLE>
FISCAL YEAR INFORMATION
The following information restates earnings (loss) per share amounts under Item
6 of the Company's 1997 Form 10-K for the five years ending September 30:
<TABLE>
<CAPTION>
FISCAL YEARS ENDED
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1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
EARNINGS (LOSS) PER SHARE AS
PREVIOUSLY PRESENTED:
<S> <C> <C> <C> <C> <C>
Primary (loss) earnings per share $ 1.56 $ (0.92) $ 2.60 $ 0.43 $ 0.14
======== ======== ======== ======== ========
EARNINGS (LOSS) PER SHARE RESTATED:
Basic earnings (loss) per share $ 1.61 $ (0.92) $ 2.69 $ 0.44 $ 0.15
======== ======== ======== ======== ========
Diluted earnings (loss) per share $ 1.56 $ (0.92) $ 2.60 $ 0.43 $ 0.14
======== ======== ======== ======== ========
</TABLE>
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FAS 128 DISCLOSURE
The calculation of basic and diluted earnings (loss) per share for each of the
three fiscal years ended September 30, 1997 is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
(in thousands, except per share amounts)
<S> <C> <C> <C>
BASIC EARNINGS (LOSS) PER SHARE
Net income (loss) $ 76,179 $(42,986) $123,565
======== ======== ========
Weighted average commons shares outstanding 47,444 46,755 45,951
======== ======== ========
Basic earnings (loss) per share $ 1.61 $ (0.92) $ 2.69
======== ======== ========
DILUTED EARNINGS (LOSS) PER SHARE
Net income (loss) $ 76,179 $(42,986) $123,565
======== ======== ========
Weighted average common shares outstanding 47,444 46,755 45,951
Common equivalent shares issuable under dilutive
stock options after applying
treasury stock method, net of tax benefit
1,331 -- 1,665
-------- -------- --------
Common and common equivalent shares used in
computing diluted earnings (loss) per share 48,775 46,755 47,616
======== ======== ========
Diluted earnings (loss) per share $ 1.56 $ (0.92) $ 2.60
======== ======== ========
</TABLE>
In 1997, the Financial Accounting Standards Board issued Statement No. 128,
"Earnings per share". Statement 128 replaced the calculation of primary and
fully diluted earnings (loss) per share with basic and diluted earnings (loss)
per share. Basic earnings per share excludes the dilutive effect of options,
warrants, and convertible securities that would have been included in the
primary earnings per share calculation. The Company has securities outstanding
that could dilute basic earnings per share in the future that were not included
in the computation of the diluted net loss per share in the periods presented,
as their effect is antidilutive.
Options to purchase approximately 1.4 million shares of common stock were
outstanding as of September 30, 1997 but were not included in the computation of
diluted earnings per share because the options' exercise price was greater than
the average market price of common shares and, therefore, the effect would be
antidilutive.
Subordinated notes, convertible to approximately 8.6 million shares of common
stock were outstanding as of September 30, 1997 but were not included in the
computation of diluted earnings per share because the effect was antidilutive
under the if-converted method.
