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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): JULY 17, 1997
FTP SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-22466 04-2906463
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
100 BRICKSTONE SQUARE, FIFTH FLOOR
ANDOVER, MASSACHUSETTS 01810
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 685-4000
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On July 17, 1997, FTP Software, Inc. (the "Company") announced the
restructuring of its business into three strategic business units, the VIP
Network(TM) Applications Business Unit, the IP Technology Business Unit and the
Agent/Directory Management Business Unit, including a reduction in the Company's
worldwide workforce and a related restructuring charge, as well as certain
information relating to the Company's financial results for the quarter ended
June 30, 1997, all as more particularly described in the Company's press release
dated July 17, 1997, a copy of which is filed as an exhibit to this Report and
is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The Company's press release dated July 17, 1997, filed as Exhibit 1 to this
Report.
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SIGNATURE
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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.
FTP SOFTWARE, INC.
Date: July 17, 1997 By: /s/ Douglas F. Flood
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Douglas F. Flood
Senior Vice President
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EXHIBIT INDEX
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EXHIBIT NO. TITLE
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1 Press release by FTP Software, Inc. dated July 17, 1997
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[LETTERHEAD OF FTP SOFTWARE, INC.]
[FTP SOFTWARE LOGO]
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Contact: Cheryl L. K. Boland Jill LeBallister Dudka Constance Mazelsky
Manager, Investor Relations Manager, Public Relations Public Relations
FTP Software, Inc. FTP Software, Inc. Lois Paul & Partners
508-685-4000 ext 6955 508-685-4000 ext 6458 617-238-5700
Internet: [email protected] [email protected] [email protected]
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FTP SOFTWARE, INC. ANNOUNCES FORMATION OF STRATEGIC BUSINESS UNITS
ANDOVER, MASS JULY 17, 1997 - FTP Software, Inc. (Nasdaq: FTPS) today announced
the restructuring of its business into three strategic business units. The
company had announced on June 16, 1997, its intention to realign its business
into three strategic business units that address specific market opportunities.
The company stated that its strategic business units are as follows:
- - The VIP Network(TM) Applications Business Unit--develops and markets
desktop and web-based network application solutions including its
award-winning 32-bit Network Access Suite applications.
- - The IP Technology Business Unit--develops and markets the company's server
based connectivity solutions, including its Internet Gateway products, as
well as its other IP technology components.
- - The Agent/Directory Business Unit--advanced technology business unit
developing next generation network administration and management
applications based on FTP software's leading edge Java agent and directory
technologies.
Commenting on the realignment of the company into business units, FTP Software's
Chairman and Chief Executive Officer Glenn C. Hazard, said, "These strategic
business units allow us to focus our effort and resources in those areas that
provide the most benefit to our customers. Each business unit has its unique
mission and market niche and is being created from the ground up, based on an
economic model that will be matched against its current market opportunity."
Mr. Hazard further commented, "To create a path toward a successful future for
these three business units and return the company to a more solid financial
position, we have taken significant actions to align our resources
appropriately."
-more-
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FTP Software Announces Completion of Business Units, page 2/2
The company announced that financial results for the third quarter ending
September 30, 1997 will include a pretax charge for the restructuring announced
today in the range of $13 to $16 million, or $.38 to $.47 per share. This charge
will account for a reduction in the company's worldwide workforce of
approximately 38%, consolidation of facilities and a reduction of other
associated physical assets, in anticipation of the business units' requirements.
The company expects to substantially complete the planned actions associated
with this charge by the end of the third quarter.
The company also announced that it expects to report second quarter revenue in
the range of $17.4 to $17.8 million with a loss from continuing operations
before taxes in the range of $13.7 to $14.2 million. The company previously had
announced that it would not meet its internal expectations for the second
quarter ended June 30, 1997. Final second quarter revenue results will be
published on July 23, 1997.
The company noted that each of the above forward-looking statements concerning
FTP Software's corporate restructuring, the vision for its business units and
their potential is subject to change, based on various important factors,
including, without limitation, changes in the market and competition. These
forward-looking statements are subject to the risk factors identified today and
in documents which are available through the SEC. Additional information on
potential factors that could affect the company's financial results is included
in the company's annual report on Form 10-K and other documents filed with the
Securities and Exchange Commission.
ABOUT FTP SOFTWARE, INC.
FTP Software, Inc. provides manageable and secure infrastructure software
products, along with essential applications and services, that allow customers
to create VIP Networks. Based on the premise that organizations manage people
and their access privileges, the VIP Network enables customers to extend their
network beyond traditional boundaries in a secure and manageable manner to
encompass employees or associates anywhere, and to build enterprises to enable
electronic commerce and virtual workgroups. FTP Software and its subsidiaries
have a combined 17 years of leadership in developing and integrating business
applications over TCP/IP networks. FTP Software may be contacted at (508)
685-3300 or at http://www.ftp.com.
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FTP Software is a registered trademark and VIP Network is a trademark of FTP
Software, Inc. Other trademarks, trade names, and registered trademarks are the
property of their respective holders.
