<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
January 23, 1997
Date of Report (Date of earliest event reported)
XIRCOM, INC.
(Exact name of registrant as specified in its charter)
California 0-19856 95-4421884
- ----------------- ---------------- --------------
(State or other (Commission File (I.R.S.Employer
jurisdiction of Number) Identification No.)
incorporation)
2300 Corporate Center Drive
Thousand Oaks, CA 91320-1420
(Address of principal executive offices)
(805) 376-9300
(Registrant's telephone number, including area code)
Not Applicable
(Former name or address, if change since last report)
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Item 5. Other Events.
The purpose of this Form 8-K is to file press releases issued by
Xircom, Inc. on January 16, 1997 regarding an OEM agreement and an investment
agreement between Xircom, Inc. and Intel Corporation, and the release by
Xircom, Inc. of its first quarter 1997 earnings. Copies of the press releases
are filed herewith as Exhibits 99.1 and 99.2 and are hereby incorporated by
reference to this Item 5.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 - Press Release dated January 16, 1997
regarding OEM agreement and investment agreement
99.2 - Press Release dated January 16, 1997 regarding
first quarter 1997 earnings
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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 hereunto duly authorized.
XIRCOM, INC.
Dated: January 23, 1997 By: /s/ RANDALL H. HOLLIDAY
------------------------------------
Randall H. Holliday
Secretary and General Counsel
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99.1 Press Release dated January 16, 1997 regarding OEM
agreement and investment agreement
99.2 Press Release dated January 16, 1997 regarding first
quarter 1997 earnings
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EXHIBIT 99.1
Xircom Receives Investment From Intel
Companies Also Sign Three-Year Technology and OEM Agreement to Further Advance
Mobile Communications
Thousand Oaks, Calif., Jan. 16, 1997--Xircom, Inc. (NASDAQ: XIRC), the leader
in connectivity solutions for mobile professionals, announced today that the
company has signed an agreement with Intel Corporation, the world's largest
chip maker (NASDAQ: INTC), in which Intel will purchase a 12.5 percent interest
of the company's stock (2.5 million newly issued shares) and acquire warrants
to obtain an additional 7.5 percent of the company's stock (1.5 million
shares). The value of the initial Intel equity investment in Xircom is $52
million.
In addition, Xircom and Intel have signed a three-year technology and
multi-million dollar OEM agreement. As a result, the companies plan to work
together to further advance mobile connectivity solutions for high-performance
business computing.
"Xircom is the key provider of mobile network solutions and shares
Intel's goal to provide high-performance networking technology that advances
the connected PC," said Mark Christensen, vice president of Intel's Internet
and Communications Group and general manager for Intel's Network Products
Division. "By working together, Intel and Xircom will evolve the network
connectivity industry and fulfill a very real customer need in using
high-performance, Intel architecture-based mobile PCs as strategic business
tools."
"The corporate alliance brings together world leaders in mobile
connectivity and microprocessors to jointly deliver desktop connectivity
performance to mobile
-more-
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Xircom Receives Investment From Intel Page 2
computers," said Dirk I. Gates, chairman, president and chief executive officer
of Xircom, Inc. "This agreement also signals a growing trend that notebooks
can be a flexible and strategic alternative for desktop PCs. Both firms are
committed to delivering solutions designed for today's as well as tomorrow's
portable computing environments."
Xircom Corporate Background. Founded in 1988, Xircom is the leading
manufacturer of PC Card communications products for connecting mobile and
remote portable computer users to corporate networks, the Internet, and other
online services from a wide variety of locations. World Wide Web:
http://www.xircom.com.
Intel Corporate Background. Intel, the world's largest chip maker, is
also a leading manufacturer of personal computer, networking and communications
products. Through innovative technologies, Intel is committed to advancing the
connected PC for high performance business computing. Additional information
is available at http://www.intel.com/pressroom.
# # #
For more information, contact:
Rochelle Puccia Angie Windheim
Xircom, Inc. Intel Corp.
805-376-6929 503-264-7549
[email protected] [email protected],intel.com
Lisa Downey
Rourke & Company
408-453-9194
[email protected]
Xircom is a registered trademark of Xircom, Inc. GlobalACCESS, CreditCard
Ethernet+Modem, CreditCard Modem, CountrySelect, and Netaccess are trademarks
of Xircom, Inc. Other company product names have been used for identification
purposes only and may be trademarks of their respective companies. Xircom is
headquartered in Thousand Oaks, Calif., and has regional offices in Salem,
N.H., Antwerp, Belgium, and Singapore. Sales: (800) 438-4526. Telephone:
(805) 376-9300; Fax: (805) 376-9311.
<PAGE> 1
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
Xircom Reports First-Quarter 1997 Results
Company Also Announces $52 Million Equity Position By Intel
THOUSAND OAKS, Calif., January 16, 1997 -- Xircom, Inc. (Nasdaq: XIRC) today
reported that net sales for the first quarter of fiscal 1997 ended December 31,
1996, increased 65 percent to $62.3 million, compared with $37.7 million for
the prior year period. Net income was $4.5 million, or $.22 per share,
compared with a net loss of $760,000, or $.04 per share for the prior year
period.
Net sales of PC Card products grew to $56.3 million, an increase of 67
percent over the first quarter of fiscal 1996 and a 15 percent increase over
the fourth quarter of fiscal 1996. Net sales for Netaccess, Inc., the
Company's remote access subsidiary, were $6.0 million, an increase of 54
percent over the first quarter of fiscal 1996 and a 33 percent decrease
compared to the fourth quarter of fiscal 1996.
"Our continuing strategy is to focus the Xircom brand on its core PC
Card business. This strategy has had a very favorable impact on our bottom
line and has established Xircom as a leader in the markets we serve. We intend
to pursue this focus to take advantage of the opportunities that exist in this
growing marketplace," said Dirk I. Gates, chairman, president and chief
executive officer.
To that end, earlier today the Company also announced a strategic
alliance with Intel Corporation. The alliance consists of a $52 million equity
investment in the Company by Intel, and a three-year technology and
multi-million dollar OEM agreement.
- more -
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Xircom Reports First-Quarter 1997 Results - Page 2
Xircom Corporate Background. Founded in 1988, Xircom is the leading
manufacturer of PC Card communications products for connecting mobile and
remote portable computer users to corporate networks, the Internet, and other
online services from a wide variety of locations. World Wide Web:
http://www.xircom.com
# # #
For more information contact:
Kristi Cushing, Investor Relations Rochelle Puccia, Public Relations
(805) 376-6968 (805) 376-6929
[email protected] [email protected]
http://www.xircom.com http://www.xircom.com
Xircom is a registered trademark and Netaccess is a trademark of Xircom, Inc.
Other company or product names have been used for identification purposes only
and may be trademarks of their respective companies.
Xircom is headquartered in Thousand Oaks, Calif., and has regional offices in
Salem, N.H.; Antwerp, Belgium; and Singapore. Sales: (800) 438- 4526.
Telephone: (805) 376-9300. Fax: (805) 376-9311.
Notice to Readers. This news release contains forward-looking statements based
on current expectations that involve a number of risks and uncertainties which
could cause actual results to differ materially and include, but are not
limited to, growth in the PC Card and remote access markets, and quantity
commitments under the Intel OEM arrangement. Other additional risks are
described in the company's SEC report on Form 10-K for the fiscal year ended
September 30, 1996. Investor information may be found on Xircom's web site at
www.xircom.com or on the SEC's EDGAR electronic filing database.
- more -
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Xircom Reports First Quarter 1997 Results - Page 3
Xircom, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share information)
<TABLE>
<CAPTION>
Three months ended
December 31
1996 1995
---- ----
<S> <C> <C>
Net sales $62,311 $ 37,698
Cost of sales 38,633 23,944
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Gross profit 23,678 13,754
Operating expenses:
Research and development 3,785 3,007
Sales and marketing 11,126 9,121
General and administrative 2,450 2,365
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Total operating expenses 17,361 14,493
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Operating income (loss) 6,317 (739)
Other income (expense), net 50 (283)
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Income (loss) before income taxes 6,367 (1,022)
Income tax provision (benefit) 1,910 (262)
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Net income (loss) $ 4,457 $ (760)
======= =======
Weighted average shares outstanding 20,662 18,989
Net income (loss) per share $ .22 $ (.04)
- ----------------------------------------------------------------------------------
Net sales 100.0% 100.0%
Gross profit 38.0% 36.5%
Research and development 6.1% 8.0%
Sales and marketing 17.9% 24.2%
General and administrative 3.9% 6.3%
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27.9% 38.5%
Operating income (loss) 10.1% (2.0%)
Income tax rate 30.0% 25.6%
Net income (loss) 7.2% (2.0%)
</TABLE>
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Xircom Reports First Quarter 1997 Results - Page 4
Xircom, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
(Unaudited)
December 31, 1996 September 30, 1996
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<S> <C> <C>
Current assets:
Cash and cash equivalents $ 24,286 $ 21,504
Accounts receivable 45,124 32,169
Income tax receivable 2,652 2,652
Inventories 20,086 17,277
Deferred income taxes 7,048 7,048
Other current assets 4,124 3,424
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Total current assets 103,320 84,074
Equipment and improvements, net 20,837 19,928
Other assets 4,383 4,795
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Total assets $128,540 $108,797
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Current liabilities:
Notes payable to bank $ 8,744 $ 5,100
Accounts payable 19,235 12,613
Accrued liabilities 20,356 20,362
Current portion of long-term obligations 1,779 1,456
Accrued income taxes 1,865 1,066
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Total current liabilities 51,979 40,597
Long-term obligations 2,175 1,860
Deferred income taxes 737 737
Shareholders' equity:
Common stock 20 20
Paid-in capital 86,810 83,221
Retained earnings (accumulated deficit) (13,181) (17,638)
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Total shareholders' equity 73,649 65,603
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Total liabilities and shareholders' equity $128,540 $108,797
======== ========
</TABLE>
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