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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): OCTOBER 1, 1998
FORE SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-24156 25-1628117
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1000 FORE DRIVE, WARRENDALE, PA 15086-7502
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 724-742-4444
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Item 5. Other Events.
On October 1, 1998, FORE Systems, Inc. (the "Registrant") issued a
press release announcing preliminary financial results for its second fiscal
quarter ended September 30, 1998, a copy of which is attached hereto as Exhibit
99.1 and is incorporated herein in its entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is filed as part of this
Current Report on Form 8-K:
Exhibit
Description No.
- ------------------------------------------------------- ---------
Press release dated October 1, 1998 99.1
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SIGNATURE
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.
FORE Systems, Inc.
Date: October 1, 1998 By: /s/ THOMAS J. GILL
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Thomas J. Gill
President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit
Number Description
- --------- ------------------------------------------
99.1 Press release dated October 1, 1998
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Exhibit 99.1
FORE SYSTEMS, INC. ANNOUNCES PRELIMINARY SECOND QUARTER FINANCIAL RESULTS
Pittsburgh, Pennsylvania - October 1, 1998 - FORE Systems,
Inc. (NASDAQ:FORE) today announced preliminary financial results for its second
fiscal quarter ending September 30, 1998.
Revenue for the second quarter of fiscal 1999, based on a
preliminary analysis, will be between $141 million and $143 million, compared to
last year's second quarter revenue of $109.7 million. Net income is expected to
be between $9.3 million and $10.9 million and earnings per diluted share is
expected to be between $.09 and $.10, as compared to net income of $7.0 million
and earnings per diluted share of $0.07 reported in the second quarter of fiscal
1998. This preliminary net income estimate does not include the write-off of
purchased in-process research and development expenses and the related
restructuring charges associated with the acquisition of Berkeley Networks
announced during the quarter. Once included, the net loss for the quarter is
expected to be between $1.70 and $1.90 per diluted share.
Commenting on the preliminary results for the second fiscal
quarter, Thomas J. Gill, FORE's President and CEO, said, "Although bookings are
at record levels and well ahead of industry growth rates, we are disappointed
that revenues are below analysts' expectations. We still remain encouraged by
the growth opportunity for our high-end switching solutions in both enterprise
and service provider networks." FORE's second quarter results were affected by
several factors relating to new product transition issues including higher than
anticipated demand and customer delivery schedules. Another factor affecting the
quarterly results was that the volume of orders received during the final days
of the quarter were far in excess of manufacturing capacity to process orders
for revenue. Gill further stated, "While these factors affected revenue
recognized this quarter, strong bookings and continued new product introductions
will fuel our long-term growth opportunity."
Final financial results for FORE's second fiscal quarter
ending September 30, 1998 are expected to be released on October 15, 1998.
This press release contains forward-looking statements with
respect to financial results, growth rate trends and certain other matters.
These statements are made under the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 and involve a number of risks and
uncertainties which could cause actual results to differ materially from those
in the forward-looking statements, including risks that final financial results
will vary from preliminary estimates and that future sales and growth rates for
the industry and the Company could be lower than anticipated. For a detailed
discussion of these risks and other risk factors affecting FORE Systems, please
refer to the risk factors set forth in the FORE Systems Annual Report on Form
10-K for the fiscal year ended March 31, 1998 and the Quarterly Report on Form
10-Q for the quarter ended June 30, 1998.
