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):
March 2, 2000 (March 1, 2000)
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FOCUS ENHANCEMENTS, INC.
(exact name of registrant as specified in charter)
Delaware 1-11860 04-3186320
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
600 Research Drive 10887
Wilmington, Massachusetts (Zip Code)
(address of principal office)
(978) 988-5888
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On March 1, 2000, FOCUS Enhancements, Inc., a Delaware corporation (the
"Company"), issued a press release, in which it announced that its Board of
Directors has formed a committee to review financial control issues brought to
the Board of Directors' attention by the Company's independent auditors, Wolf &
Company, P.C., and to determine the possible effect of such issues on the
Company's financial statements for the year ended December 31, 1999 and prior
periods. A copy of the press release, which is incorporated into and made a part
of this report by this reference, is included as Exhibit 99.1 to this report.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits.
(a) Financial Statements
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
99.1 Press Release dated March 1, 2000
Signatures
Under 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.
FOCUS ENHANCEMENTS, INC.
By: /s/ Christopher P. Ricci
Christopher P. Ricci
Senior Vice President and General Counsel
Date: March 2, 2000
EXHIBIT 99.1
FOCUS ENHANCEMENTS REVIEWING FINANCIAL CONTROL ISSUES
WILMINGTON, Mass., March 1, 2000 -- FOCUS Enhancements, Inc. (NASDAQ: FCSE)
announced today that its Board of Directors has authorized a Committee of the
Board to review financial control issues brought to the board's attention by the
company's independent auditors, Wolf & Company, P.C., and to determine their
possible effect on the company's financial statements for the year ended
December 31,1999 and prior quarters. The committee is composed of William B.
Coldrick, Vice Chairman of the company's Board of Directors, as well as two
other outside company directors. To assist with the review, the committee has
retained the law firm of Foley, Hoag & Eliot LLP, which has retained the
accounting firm of Arthur Anderson LLP.
Based upon preliminary information, the company believes that its review may
result in the company's reporting a loss for the year ended December 31, 1999 of
as much as $0.06 per share based upon approximately 22 million weighted average
shares outstanding.
The company's President, Thomas L. Massie, and its Vice President of Finance and
Administration, Gary M. Cebula, have voluntarily agreed to a paid leave from the
company during which they will cooperate with the committee's review. Mr.
Coldrick will take charge of the company's operations pending completion of the
committee's review. Mr. Coldrick is a private investor and a former Senior Vice
President of Apple Computer, Inc. and Group Vice President of Unisys Corp. He
has been a director of the company since 1993 and served as its Executive Vice
President from July 1994 to May 1995.
"FOCUS continues to enjoy a healthy balance sheet and a solid cash position,"
Mr. Coldrick stated. "We intend to continue our aggressive investment in
developing leading-edge video technology and believe we can make further
additions to the company's growing list of design wins," he added. "We expect
that the committee will complete its review promptly, and we hope to issue
audited financial statements by the end of March."
Based in Wilmington, Massachusetts, FOCUS Enhancements develops, markets, and
sells worldwide a line of proprietary video conversion products for PCs and
Macintosh computers. The company is recognized as an industry leader in the
development and marketing of PC-to-TV video conversion products that make
personal computers "TV Ready" and televisions "PC-Ready."
For More Information FOCUS Enhancements, (978) 988-5888, 600 Research Dr.,
Wilmington, Mass. 01887, www.focusinfo.com.
Investors: Please contact Steve Sheldon, FOCUS Enhancements: (978) 988-5888,
e-mail: [email protected].
Forward-looking statements in this release are made pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995. The
statements contained in this release which are not historical facts are
forward-looking statements. Investors are cautioned that such forward-looking
statements involve risks and uncertainties including, without limitation,
continued acceptance of the Company's products, increased levels of competition
for the Company; new products and technological changes, the Company's
dependence upon third-party suppliers, intellectual property rights and other
risks detailed from time to time in the Company's periodic reports filed with
the Securities and Exchange Commission. Readers are cautioned not to put undue
reliance on any forward-looking statements contained herein, which speak only as
of the date hereof. The Company undertakes no obligation to release publicly any
revisions to forward- looking statements that may be made to reflect events
after the date hereof or to reflect the occurrence of unanticipated events. In
addition, the forward-looking statements contained herein are subject to risks
and uncertainties, including fluctuations in operating results, the timely
development and acceptance of new products, product availability from suppliers,
the impact of competitive products and pricing, changing TV standards and other
risks set forth under the caption "Certain Factors That May Affect Future
Results" in Focus' Annual Report on Form 10-K for the year ended December
31,1998, in its quarterly reports on Form 10-Q for the quarters ended March
31,1999 and June 30,1999, and September 30,1999 and other filings with the SEC.
