DANKA BUSINESS SYSTEMS PLC
8-K, 1996-06-26
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
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<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

        Date of Report (Date of earliest event reported):  June 25, 1996
                        ________________________________





                           DANKA BUSINESS SYSTEMS PLC   
             (Exact name of registrant as specified in its charter)




UNITED KINGDOM                       33-68278                   98-0052869
- ---------------                    -----------              -------------------
(State or other                    (Commission                (IRS Employer
jurisdiction of                    File Number)             Identification No.)
incorporation)



11201 DANKA CIRCLE NORTH
ST. PETERSBURG, FLORIDA                                            33716
- ----------------------------------------                         ----------
(Address of principal executive offices)                         (Zip Code)





       Registrant's Telephone Number, Including Area Code:  813-576-6003




                       THIS INSTRUMENT CONTAINS 6 PAGES.
                    THE EXHIBIT INDEX IS LOCATED ON PAGE 5.





                                      -1-
<PAGE>   2

ITEM 5.  OTHER EVENTS.

         On June 25, 1996, Danka Business Systems PLC, a U.K. corporation (the
"Company") issued a press release, a copy of which is attached as Exhibit "99,"
announcing an estimated range of results for its first quarter ending June 30,
1996.  The Company anticipates, based on preliminary information, that Company
revenues will range between $401.0 and $405.0 million and earnings from
operations between $27.5 and $29.0 million.  Net earnings before income taxes
are projected to range between $22.3 and $23.5 million.  Net earnings after
taxes are projected to range between $13.8 million and $14.6 million,
equivalent of $0.24 to $0.25 per American Depositary Share, provided, however,
that no unexpected events occur before the end of the quarter.

         The Company believes that its earnings will be affected by expenses
associated with the expansion of its salesforce, support personnel and
infrastructure which have not, as yet, yielded expected productivity, and
unanticipated costs incurred to regionally centralize certain management and
administrative functions.  Danka is aggressively hiring and training new field
sales representatives and support staff for its core operations.  The Company
is making significant investments in the infrastructure necessary to support
this enlarged group of professionals and the incremental expenses associated
with such activities impacts profitability.

         To focus the Company's efforts towards digital color and high-volume
products, major markets and growth of its core business, Danka is moving away
from its traditional branch management concept to a more centralized, market
oriented, support concept of administration ("Market Based Approach").  Under a
Market Based Approach, most of the administrative and management functions
which were performed at the branch level are centralized on a regional basis.
Such functions include managerial support, service dispatch, billing and
collections, supply sales and equipment setup and delivery.  This Market Based
Approach is ultimately expected to provide for a higher quality of customer
support, increased productivity and reduced administrative costs.  Danka's
implementation of the Market Based Approach has resulted in a duplication of
certain administrative and management functions, which has increased selling,
general and administrative costs.

         The Company continues to direct significant resources towards the
growth of its core commercial business and to key acquisition activities.
During the last nine months, Danka expanded its efforts to market digital color
products and high-volume copiers across North America.  The Company more than
doubled the number of its locations selling digital color products; and, since
January 1996 has opened three additional regional digital support centers.  To
direct and assist its customers' implementation of digital technology, Danka
has doubled the number of Certified Network





                                      -2-
<PAGE>   3

Engineers on its staff.  The Company also completed its initial six phase
roll-out of the Kodak high-volume copiers to 35 major markets throughout North
America.  Each of these actions were essential to the expansion of the
Company's digital color and high-volume markets which are among the primary
areas of Danka's future growth.

ITEM 7.  Financial Statements and Exhibits.

         (c)     Exhibits.

         The Exhibits to this Report are listed in the Exhibit Index set forth
elsewhere herein.





                                      -3-
<PAGE>   4

                                   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.




                                           DANKA BUSINESS SYSTEMS PLC

                                           By:   /S/   DAVID C. SNELL          
                                                 -----------------------------
                                                 David C. Snell

                                           Its:  Finance Director and Chief
                                                 Financial Officer



Dated:  June 26, 1996





                                      -4-
<PAGE>   5

                               INDEX TO EXHIBITS



<TABLE>
<CAPTION>
      EXHIBIT                                                                              SEQUENTIALLY
      NUMBER                                    EXHIBIT                                    NUMBERED PAGE
      -------                                   -------                                    -------------
        <S>         <C>                                                                          <C>
        99          Press Release of the Company dated June 25, 1996, announcing                 6
                    estimated first quarter ending June 30, 1996 results.
</TABLE>





                                      -5-

<PAGE>   1
                                                                    EXHIBIT 99

DANKA PRESS RELEASE


FOR IMMEDIATE RELEASE                                        WILLIAM T. FREEMAN
                                                                   813-576-6003

                                                                 PAUL G. DUMOND
JUNE 25, 1996                                                011-44171-603-1515





                DANKA ANNOUNCES ESTIMATED FIRST QUARTER RESULTS


Danka Business Systems PLC (NASDAQ: DANKY) today announced an estimated range
of results for its first quarter ending June 30, 1996.  Based upon preliminary
information currently available to the Company, Danka anticipates that its
revenues will be between $401.0 and $405.0 million, while earnings from
operations are expected to range between $27.5 and $29.0 million.  Provided
that no unexpected events occur before the end of the quarter, net earnings
before income taxes are projected to reach between $22.3 and $23.5 million,
equivalent to $0.24 to $0.25 per American Depositary Share.

The Company believes that its earnings will be affected by expenses associated
with the expansion of its salesforce, support personnel and infrastructure
which have not, as yet, yielded expected productivity, and unanticipated costs
incurred to regionally centralize certain management and administrative
functions.  Danka is aggressively hiring and training new field sales
representatives and support staff for its core operations.  The Company is
making significant investments in the infrastructure necessary to support this
enlarged group of professionals and the incremental expenses associated with
such activities impacts profitability.

To focus the Company's efforts towards digital color and high-volume products,
major markets and growth of its core business, Danka is moving away from its
traditional branch management concept to a more centralized, market oriented,
support concept of administration ("Market Based Approach").  Under a Market
Based Approach, most of the administrative and management functions which were
performed at the branch level are centralized on a regional basis.  Such
functions include managerial support, service dispatch, billing and
collections, supply sales and equipment setup and delivery.  This Market Based
Approach is ultimately expected to provide for a higher quality of customer
support, increased productivity and reduced administrative costs.  Danka's
implementation of the Market Based Approach has resulted in a duplication of
certain administrative and management functions, which has increased selling,
general and administrative costs.

The Company continues to direct significant resources towards the growth of its
core commercial business and to key acquisition activities.  During the last
nine months, Danka expanded its efforts to market digital color products and
high-volume copiers across North America.  The Company more than doubled the
number of its locations selling digital color products; and, since January 1996
has opened three additional regional digital support centers.  To direct and
assist its customers' implementation of digital technology, Danka has doubled
the number of Certified Network Engineers on its staff.  The Company also
completed its initial six phase roll-out of the Kodak high-volume copiers to 35
major markets throughout North America.  Each of these actions were essential
to the expansion of the Company's digital color and high-volume markets which
are among the primary areas of Danka's future growth.
<PAGE>   2

Dan Doyle, Chief Executive, commented, "Danka is making significant investments
to introduce leading-edge products, increase market penetration, streamline
field operations, and provide a higher level of customer care and service.  The
added expenses are affecting Danka's current profitability.  The anticipated
positive impact from these changes inevitably takes time, but upon their
achievement, should position the Company for sustainable growth into the
future.  We believe that the steps we are taking are in the long-term best
interest of the Company, and that our plans to increase the number and
capability of our salesforce and expand our product offerings should enhance
shareholder value."

Danka Business Systems PLC, headquartered in St. Petersburg, Florida, is one of
the largest independent suppliers of photocopiers, facsimiles and other
automated office equipment in North America and Europe.



                                      ###


11201 Danka Circle North                                  107 Hammersmith Road
St. Petersburg, Florida  33716                         London, England W14 OQH





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