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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 18, 1998
RESOUND CORPORATION
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(Exact name of registrant as specified in its charter)
California 0-20046 77-0019588
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
220 Saginaw Drive, Seaport Centre, Redwood City, CA 94063
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 780-7800
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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
Registrant is filing this Form 8-K solely for the purpose of
disclosing the effect of adoption of FAS 128, "Earnings per Share," on the
Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (the 1996
Form 10-K) and the related restatement of earnings per share thereon in
anticipation of a filing on Form S-8. Restatement of selected financial data is
for the fiscal quarters in each of the years ended December 31, 1997, December
31, 1996 and December 31, 1995 and the five fiscal years ended December 31,
1996, and related disclosures as prescribed by FAS 128 for the three fiscal
years ended December 31, 1996.
Restatement of selected financial data as 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.
ReSound Corporation
/s/ Arthur T. Taylor
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Arthur T. Taylor
Vice President Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: February 18, 1998
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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 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. The effect of
replacing primary net income (loss) per share by basic net income (loss) per
share was $0.00 in 1996, $0.00 in 1995 and $0.00 in 1994, due to the net losses
for each of the years.
Restatement of selected financial data is for the fiscal quarters in
each of the years ended December 31, 1997, December 31, 1996 and December 31,
1995 and the five fiscal years ended December 31, 1996, and related disclosures
as prescribed by FAS 128 "Earnings per Share" for the each of the three years in
the period ended December 31, 1996.
Quarterly Information
The following information presents the quarterly net (loss) per share
amounts for 1997 in accordance with FAS 128.
<TABLE>
<CAPTION>
Quarters Ended
--------------------------------------------------
Dec. 31, Sep. 30, Jun. 30, Mar. 31,
1997 (1) 1997 1997 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net (loss) per share as previously
presented on Quarterly Report on
Form 10-Q:
Net (loss) per common share n/a $(0.69) $(0.08) $(0.05)
Net (loss) per share restated:
Basic:
Net (loss) per common share n/a $(0.69) $(0.08) $(0.05)
Diluted:
Net (loss) per common share n/a $(0.69) $(0.08) $(0.05)
</TABLE>
(1) The Company's Annual Report on Form 10-K, which will include this period,
has yet to be filed with the SEC.
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The following information restates net income (loss) per share amounts
in reports filed pursuant to Section 13 (a) or 15 (d) of The Exchange Act since
the beginning of the fiscal year ended December 31, 1996.
<TABLE>
<CAPTION>
Quarters Ended
------------------------------------------------
Dec. 31, Sep. 30, Jun. 30, Mar. 31,
1996 1996 1996 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income (loss) per share
as previously presented $ (0.21) $ 0.06 $ 0.07 $ 0.01
Net income (loss) per share, restated:
Basic:
Net income (loss) per
common share $ (0.21) $ 0.06 $ 0.06 $ 0.01
Diluted:
Net income (loss) per
common share $ (0.21) $ 0.06 $ 0.06 $ 0.01
</TABLE>
<TABLE>
<CAPTION>
Quarters Ended
------------------------------------------------
Dec. 31, Oct. 1, Jul. 31, Apr. 2,
1995 1995 1995 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income (loss) per share
as previously presented $ (0.02) $ (0.40) $ 0.01 $ 0.03
Net income (loss) per share, restated:
Basic:
Net income (loss) per
common share $ (0.02) $ (0.40) $ 0.01 $ 0.03
Diluted:
Net income (loss) per
common share $ (0.02) $ (0.40) $ 0.01 $ 0.03
</TABLE>
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Fiscal Year Information
The following information restates net income (loss) per share amounts
under Item 6 of the Company's Annual Report on Form 10-K, for the year ended
December 31, 1996.
<TABLE>
<CAPTION>
Fiscal Years Ended
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Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net income (loss) per share
as previously presented $ (0.07) $ (0.38) $ (0.95) $ 0.35 $ (0.19)
Net income (loss) per share, restated:
Basic:
Net income (loss) per
common share $ (0.07) $ (0.38) $ (0.95) $ 0.33 $ (0.19)
Diluted:
Net income (loss) per
common share $ (0.07) $ (0.38) $ (0.95) $ 0.28 $ (0.19)
</TABLE>
FAS 128 Disclosure
The calculation of Basic and Diluted earnings per share for each of
the three years ended December 31, 1996 is as follows (in thousands, except per
share amounts):
<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Net (loss):
Net (loss) $ (967) $ (5,902) $(14,289)
Net (loss) applicable to common shares $ (1,192) $ (5,902) $(14,289)
Weighted-average common shares - Basic 17,591 15,439 15,089
Dilutive options -- (6) --
-------- -------- --------
Adjusted weighted-average common shares
and assumed conversions - Diluted 17,591 15,433 15,089
======== ======== ========
Earnings per share - Basic:
Net (loss) per common share $ (0.07) $ (0.38) $ (0.95)
Earnings per Share - Diluted:
Net (loss) per common share $ (0.07) $ (0.38) $ (0.95)
</TABLE>
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In 1996 and 1994, options outstanding would have been antidilutive;
therefore, Basic and Dilutive earnings per share are the same. The effect of
convertible preferred stock (issued in March 1996) is excluded from income
available for shareholders and adjusted weighted-average common shares, in year
ended December 31, 1996, because it would have been antidilutive. The following
amounts related to convertible preferred stock and common stock options have
been excluded (in thousands):
<TABLE>
<CAPTION>
1996 1994
---- ----
<S> <C> <C>
Income available to shareholders, net of tax $225 $ 0
==== ====
Potentially dilutive shares 827 871
==== ====
</TABLE>
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