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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) - September 25, 1998
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RF POWER PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 1-12940 22-2361086
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(State or other jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
1007 LAUREL OAK ROAD, VOORHEES, NEW JERSEY 08043
(Address of principal executive offices) (Zip Code)
(609) 627-6100
(Registrant's telephone number, including area code)
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NOT APPLICABLE
(Former name or address, if changed since last report)
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ITEM 5. OTHER EVENTS
On September 25, 1998, RF Power Products, Inc. (the "Company")
issued a News Release in which it announced the Company's financial results
for the third quarter of fiscal 1998, which ended on August 31, 1998. For
the three-month period ending on such date, the Company reported a net loss
of $1,341,000, or $0.11 per basic and diluted share, compared to net income
of $775,000, or $0.06 per basic and diluted share, for the corresponding
period in fiscal 1997. Net sales during the fiscal 1998 three-month period
were $4,365,000 compared to $10,117,000 in the corresponding fiscal 1997
period. For the nine-month period ending on August 31, 1998, the Company
reported a net loss of $3,048,000, or $0.25 per basic and diluted share,
compared to net income of $983,000, or $0.08 per basic and diluted share, for
the corresponding period in fiscal 1997. Net sales during the fiscal 1998
nine-month period were $17,387,000 compared to $23,771,000 in the
corresponding fiscal 1997 period.
A copy of the aforementioned News Release is filed herewith as
Exhibit 99.1 and is incorporated herein by reference.
2
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 News Release of RF Power Products, Inc., dated
September 25, 1998.
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
RF POWER PRODUCTS, INC.
/s/ Joseph Stach
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Joseph Stach
Chairman, Chief Executive Officer
and President
September 28, 1998
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NEWS
RELEASE
Neil G. Berkman Associates Company Contact:
1900 Avenue of the Stars
Suite 2850 Dr. Joseph Stach
Los Angeles, CA 90067 Chairman & CEO
(310) 277-5162 (609) 627-6100
RF POWER PRODUCTS, INC. (ASE) ANNOUNCES THIRD QUARTER RESULTS
VOORHEES, NEW JERSEY, September 25, 1998 . . . RF POWER PRODUCTS, INC.
(ASE:RFP) announced today a net loss for the third quarter of fiscal 1998
ended August 31, 1998 of $1,341,000, or $0.11 per basic and diluted share,
compared to net income of $775,000, or $0.06 per basic and diluted share,
last year. Net sales were $4,365,000 compared to $10,117,000 in the same
period last year.
For the nine months ended August 31, 1998, the net loss was $3,048,000,
or $0.25 per basic and diluted share, compared to net income of $983,000, or
$0.08 per basic and diluted, share last year. Net sales were $17,387,000
compared to $23,771,000 for the same period a year earlier.
Dr. Joseph Stach, President of RF Power Products, noted that third
quarter and year-to-date sales continue to be affected by weakness in the
semiconductor capital equipment market.
On June 2, 1998, RF Power announced that it had agreed to be acquired by
Advanced Energy Industries, Inc. (NASDAQ:AEIS). A special meeting of
shareholders to consider and vote on the proposed acquisition has been set
for October 8, 1998. Solicitation of proxies with respect to the special
meeting is made only by means of a proxy statement/prospectus previously
mailed to RF Power's shareholders.
RF Power Products Inc. (http://www.rfpower.com) designs and manufactures
radio frequency power systems, matching networks and other peripheral
products primarily for original equipment manufacturers in the semiconductor,
flat panel display, thin film disc media and analytical instrument markets.
THE STATEMENTS CONTAINED IN THIS RELEASE WHICH ARE NOT HISTORICAL FACTS MAY
BE DEEMED TO CONTAIN FORWARD-LOOKING STATEMENTS WITH RESPECT TO EVENTS, THE
OCCURRENCE OF WHICH INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT
LIMITATION, DEMAND AND COMPETITION FOR THE COMPANY'S SERVICES AND PRODUCTS,
AND OTHER RISKS OR UNCERTAINTIES DETAILED IN THE COMPANY'S SECURITIES AND
EXCHANGE COMMISSION FILINGS.
(table attached) #1768
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RF POWER PRODUCTS, INC.
STATEMENT OF OPERATIONS
($ in thousands except for share and per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Aug. 31, Nine Months Ended Aug. 31,
------------------------------------ ------------------------------------
Percent Percent Percent Percent
1998 of Sales 1997 of Sales 1998 of Sales 1997 of Sales
------- -------- ------- -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales $ 4,365 100 $10,117 100 $17,387 100 $23,771 100
Cost of sales 3,132 72 5,914 58 11,753 68 14,525 61
------- ------- ------- -------
Gross margin 1,233 28 4,203 42 5,634 32 9,246 39
Operating expenses:
Research and development 1,234 28 1,412 14 3,919 22 3,274 14
Sales, general and administrative 1,328 30 1,581 16 4,677 27 4,370 18
Interest expense, net 31 1 39 - 105 1 90
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2,593 59 3,032 30 8,701 50 7,734 33
Income (loss) before taxes (1,360) (31) 1,171 12 (3,067) (18) 1,512 6
Tax expense (benefit) (19) - 396 4 (19) - 529 2
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Net income (loss) $(1,341) (31) $ 775 8 $(3,048) (18) $ 983 4
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Net income (loss) per share
Basic $ (0.11) $ 0.06 $ (0.25) $ 0.08
Diluted $ (0.11) $ 0.06 $ (0.25) $ 0.08
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Average common shares outstanding
Basic 12,149,550 12,138,858 12,148,608 12,130,760
Diluted 12,149,550 12,412,607 12,148,608 12,264,611
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</TABLE>
SUMMARY BALANCE SHEET
<TABLE>
<CAPTION>
August 31, November 30,
1998 1997
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<S> <C> <C>
Current Assets $ 8,077 $ 14,230
Net Property Plant & Equipment 3,366 3,521
Other Assets 225 70
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Total Assets $ 11,668 $ 17,821
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Current Liabilities $ 3,366 $ 6,144
Long Term Liabilities 1,111 1,499
Shareholders' Equity 7,191 10,178
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Total Liabilities & Shareholders' Equity $ 11,668 $ 17,821
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</TABLE>
