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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 21, 1998
BREED Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-11474 22-2767188
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(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
5300 Old Tampa Highway
Lakeland, Florida 33811
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (941) 668-6000
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On September 21, 1998, BREED Technologies, Inc. announced that as a result
of discussions with the Staff of the Securities and Exchange Commission, the
Company will restate its financial statements for the second quarter ended
December 31, 1997 and the third quarter ended March 31, 1998. The restatements
will not have a material adverse effect on the previously reported results of
operations.
The Company recorded repositioning the other special charges totaling $349.9
million in the second quarter ended December 31, 1997. Applying an accounting
methodology consistent with the Staff's views, the Company's restatements will
reflect an increase in total recorded non-cash charges of $15.5 million or 4.4%
to $365.4 million from $349.9 million previously recorded. The charges recorded
in the second quarter ended December 31, 1997, included, among other things, a
$77.6 million write-down of goodwill and a $62.9 million write-down of other
long-lived assets relating to impaired production and other equipment and the
writeoff of assets used to manufacture products being replaced by new
technologies. The revised write-down of goodwill eliminates the previously
reported write-down of goodwill relating to Custom Trim and two other
subsidiaries and increases the previously reported write-down of goodwill
relating to USS, resulting in a net increase in the total write-down of goodwill
of $4.3 million. The company will also increase its previously reported write-
down of long-lived assets of USS by $11.2 million.
In summary, the previously reported goodwill write-down will increase from
$77.6 million to $81.9 million and the previously reported write-down for long-
lived assets will increase from $62.9 million to $74.1 million. As a result of
the restatements, operating income in future periods will increase approximately
$0.7 million per quarter due to lower depreciation and amortization expense.
The press release included certain statements regarding, among other
things, the amounts and expected effect of the restatement of repositioning and
other special charges, which constitute foward-looking statements within the
meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934.
Such statements are subject to certain risks and uncertainties, including the
risk that the assumptions underlying the Company's cash flow analysis relating
to the restated repositioning and other special charges are inaccurate. Such
risks and uncertainties could cause actual results to differ materially from
those projected. The Company's management believes these foward-looking
statements are reasonable based on current expectations; however, undue reliance
should not be placed on such forward-looking statements.
Headquartered in Lakeland, Florida, the Company is the world's third
largest supplier of complete automotive occupant restraint systems. The Company
supports its growing list of automotive customers with advanced engineering,
testing and manufacturing facilities located in 13 countries around the world.
A complete copy of the press release is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Text of Press Release of BREED Technologies, Inc. dated
September 21, 1998.
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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.
Date: September 21, 1998
BREED TECHNOLOGIES, INC.
By: /s/ Frank J. Gnisci
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Frank J. Gnisci
Executive Vice President
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT NUMBER AND DESCRIPTION PAGE
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99.1 Text of Press Release for BREED Technologies, Inc.
dated September 21, 1998....................................... 5
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EXHIBIT 99.1
BREED TECHNOLOGIES ANNOUNCES IMPACT OF
RESTATEMENT OF PREVIOUSLY FILED STATEMENT
LAKELAND, FL. (September 21, 1998)- BREED Technologies, Inc. (NYSE:BDT)
announced on Friday, September 18th, that as a result of discussions with the
Staff of the Securities and Exchange Commission, the Company will restate its
financial statements for the second quarter ended December 31, 1997 and the
third quarter ended March 31, 1998. The restatements will not have a material
adverse effect on the previously reported results of operations.
The Company recorded repositioning the other special charges totaling
$349.9 million in the second quarter ended December 31, 1997. Applying an
accounting methodology consistent with the Staff's views, the Company's
restatements will reflect an increase in total recorded non-cash charges of
$15.5 million or 4.4% to $365.4 million from $349.9 million previously recorded.
The charges recorded in the second quarter ended December 31, 1997, included,
among other things, a $77.6 million write-down of goodwill and a $62.9 million
write-down of other long-lived assets relating to impaired production and other
equipment and the write-off of assets used to manufacture products being
replaced by new techonologies. The revised write-down of goodwill eliminates the
previously reported write-down of goodwill relating to Custom Trim and two other
subsidiaries and increases the previously reported write-down of goodwill
relating to USS, resulting in a net increase in the total write-down of goodwill
of $4.3 million. The Company will also increase its previously reported write-
down of long-lived assets of USS by $11.2 million.
In summary, the previously reported goodwill write-down will increase from
$77.6 million to $81.9 million and the previously reported write-down for long-
lived assets will increase from $62.9 million to $74.1 million. As a result of
the restatements, operating income in future periods will increase approximately
$0.7 million per quarter due to lower depreciation and amortization expense.
This press release includes certain statements regarding, among other
things, the amounts and expected effect of the restatement of repositioning and
other special charges, which constitute forward-looking statements within the
meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934.
Such statements are subject to certain risks and uncertainties, including the
risk that the assumptions underlying the Company's cash flow analysis relating
to the restated repositioning and other special charges are inaccurate. Such
risks and uncertainties could cause actual results to differ materially from
those projected. The Company's management believes these forward-looking
statements are reasonable based on current expectations; however, undue reliance
should not be placed on such forward-looking statements.
Headquartered in Lakeland, Florida, the Company is the world's third
largest supplier of complete automotive occupant restraint systems. The Company
supports its growing list of automotive customers with advanced engineering,
testing and manufacturing facilities located in 13 countries around the world.