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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): May 7, 1998
CELERITEK, INC.
(Exact name of registrant as specified in its charter)
California 0-25560 77-0057484
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
3236 Scott Boulevard
Santa Clara, CA 95054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 986-5060
Not applicable
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
Registrant is filing this Form 8-K solely for the purpose of disclosing
the effect of adoption of Financial Accounting Standards Board Statement No.
128, "Earnings per Share" (FAS 128) and Securities and Exchange Commission Staff
Accounting Bulletin No. 98 (SAB 98) relating to "Earnings Per Share" on the
Annual Report on Form 10-K for the fiscal year ended March 31, 1997 (the 1997
Form 10-K) and the related restatement of earnings per share thereon, so that
such information may be incorporated by reference into a Registration Statement
on Form S-8 to be filed after this Form 8-K is filed.
Restatement of selected data as it relates to the adoption of FAS 128,
"Earnings per Share" is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Restatement of selected data as it relates to the
adoption of FAS 128, "Earnings per Share".
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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.
CELERITEK, INC.
Date: May 7, 1998 By: /s/ Margaret E. Smith
---------------------------------------
Margaret E. Smith
Vice President, Chief Financial Officer
and Assistant Secretary (principal
financial and accounting officer)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99.1 Restatement of selected data as it relates to the adoption of FAS 128,
"Earnings per Share".
</TABLE>
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EXHIBIT 99.1
In 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings per Share" (FAS 128) which the Company adopted on December 31,
1997. FAS 128 replaced the calculation of primary and fully diluted earnings per
share with basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities. Diluted earnings per share is very similar
to the previously reported fully diluted earnings per share.
In February 1998, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 98 ("SAB 98"). Under SAB 98, certain shares of
convertible preferred stock, options, and warrants to purchase common stock,
issued at prices substantially below the per share price sold in the Company's
initial public offering in December 1995, previously included in the computation
of shares outstanding pursuant to Staff Accounting Bulletins Nos. 55, 64 and 83
are now excluded from the computation.
Basic and diluted earnings per share for the years ended March 31, 1993,
1994, 1995, 1996 and 1997, each of the quarters in the two years ended March 31,
1997, and the two quarters ended September 30, 1997 have been retroactively
restated to apply the requirements of FAS 128 and SAB 98.
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QUARTERLY FINANCIAL INFORMATION
The following information restates net income per share amounts under
Item 8 of the Company's 1997 Form 10-K.
<TABLE>
<CAPTION>
June 30, Sept. 30, Dec. 31, Mar. 31,
1996 1996 1996 1997
-------- --------- -------- --------
<S> <C> <C> <C> <C>
Earnings per share
as previously reported $ 0.12 $ 0.14 $ 0.10 $ 0.14
Earnings per share restated:
Basic earnings per share $ 0.13 $ 0.15 $ 0.10 $ 0.14
Diluted earnings per share $ 0.12 $ 0.14 $ 0.10 $ 0.14
</TABLE>
<TABLE>
<CAPTION>
June 30, Sept. 30, Dec. 31, Mar. 31,
1995 1995 1995 1996
-------- --------- -------- --------
<S> <C> <C> <C> <C>
Earnings per share
as previously reported $ 0.03 $ 0.08 $ 0.11 $ 0.14
Earnings per share restated:
Basic earnings per share $ 0.10 $ 0.24 $ 0.32 $ 0.15
Diluted earnings per share $ 0.03 $ 0.08 $ 0.11 $ 0.14
</TABLE>
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FISCAL YEAR INFORMATION
The following information restates earnings per share amounts under Item 6
of the Company's 1997 Form 10-K.
<TABLE>
<CAPTION>
Fiscal Year Ended March 31,
1997 1996 1995 1994 1993
------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Earnings per share
as previously reported ......................................... $0.50 $0.38 $0.06 $0.36 $0.36
Net Earnings per share restated:
Basic earnings per share ....................................... $0.52 $0.73 $0.17 $1.32 $1.30
Diluted earnings per share ..................................... $0.50 $0.38 $0.05 $0.38 $0.38
</TABLE>
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EAS 128 DISCLOSURE
The calculation of Basic and Diluted earnings per share for each of the
three years ended March 31, 1997 are as follows:
<TABLE>
<CAPTION>
Years Ended March 31,
1997 1996 1995
-------- -------- --------
In thousands, except per share data
<S> <C> <C> <C>
Net Income $3,656 $2,276 $ 284
====== ====== ======
Denominator for basic earnings per share:
Weighted average common shares
outstanding 7,017 3,107 1,627
------ ------ ------
Denominator for basic earnings per share 7,017 3,107 1,627
Dilutive common stock equivalents:
Redeemable Common Stock -- -- 50
Convertible Preferred Stock -- 2,398 3,201
Stock Options 335 448 308
------ ------ ------
Denominator for diluted earnings per share 7,352 5,953 5,186
====== ====== ======
Basic earnings per share $ 0.52 $ 0.73 $ 0.17
====== ====== ======
Diluted earnings per share $ 0.50 $ 0.38 $ 0.05
====== ====== ======
</TABLE>
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QUARTERLY FINANCIAL INFORMATION
The following information restates earnings per share amounts on
Registrant's Quarterly Report on Form 10-Q for fiscal quarters ended June 30,
1997 and September 30, 1997 under section 13 of the Exchange Act.
<TABLE>
<CAPTION>
June 30, Sept. 30,
1997 1997
-------- ---------
<S> <C> <C>
Earnings per share
as previously reported $0.13 $0.14
Net earnings per share restated:
Basic earnings per share $0.13 $0.15
Diluted earnings per share $0.13 $0.14
</TABLE>
